INDETEC INTERNET DEMONSTRATION

 LICENSE AGREEMENT

 

 

1. Agreement.  This Agreement is between Indetec International, Inc., a Delaware corporation and a member of the TNS group of companies (“Indetec”), and the person or entity (the “Customer”) that has accessed this Agreement through the Internet for purposes of using Indetec’s on-line demonstration facility (the “Demo Facility”) at the same Internet site.  Indetec agrees to license the use of the Demo Facility to the Customer on the terms set forth below.

 

2. License; Copyright; Confidentiality.  Indetec hereby grants the Customer a non-exclusive, non-transferable license to use the Demo Facility for the sole purpose of pre-purchase evaluation of the Indetec products to which the Demo Facility pertains. Further, the user certifies that they are not a competitor of Indetec, or utilizing this demo in order to compete in any way with Indetec. The user also certifies that all registration information is complete and accurate.   Without limiting the generality of the foregoing, THE CUSTOMER MAY NOT USE THE DEMO FACILITY TO PERFORM STUDIES, CONDUCT ANALYSES,  PREPARE REPORTS, OR OTHERWISE CONDUCT ITS ACTUAL BUSINESS OPERATIONS unless the Customer licenses the pertinent products from Indetec, pursuant to a separate license agreement that the Customer may obtain by contacting Indetec’s offices.  The Demo Facility and its components are the copyrighted property of Indetec, and/or the confidential trade secrets of Indetec.  The Customer may not copy, publish, reproduce, distribute, sell, transfer, sublicense, reverse engineer, disassemble or decompile the Demo Facility or any portion of it, or use the Demo Facility or any portion of it in connection with performing consulting services for third parties.  The Customer may not disclose to any third parties the contents of the Demo Facility (including any source code of which the Customer may become aware).  The Customer will use such security procedures to protect the aforesaid confidentiality of the Demo Facility as the Customer uses to protect the confidentiality of its own confidential information of a similar nature.  Without limiting the generality of the foregoing, the Customer will keep records of all users of the Demo Facility, will inform all of its pertinent employees and contractors of the restrictions contained in this Agreement, will cause such employees and contractors to abide by those restrictions, will be responsible for any breach of those restrictions by the Customer’s employees and contractors, will immediately notify Indetec of any breach of those restrictions, and will take all steps within its power (including without limitation litigation) to limit such breach and its adverse consequences.  The Customer agrees to reproduce the following notice on copies of the Demo Facility’s output:  “This work is protected by the United States copyright laws and is proprietary to Indetec International, Inc., a member of the Taylor Nelson Sofres group of companies.  Copying, disclosing or transferring this work is prohibited.  Indetec International, Inc. © 2000.” Indetec may audit the Customer’s facilities at reasonable times and upon reasonable advance notice to verify that the Customer is not using the Demo Facility in violation of this Agreement.

 

3. No Warranty.  Indetec makes no warranty whatever as to the functionality of the Demo Facility, but rather offers it only as an example of certain functions of pertinent Indetec products.  Indetec makes no warranty whatever as to the completeness or accuracy of any data contained within the Demo Facility, and specifically cautions that that data may not be complete or accurate.   INDETEC MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR OTHERWISE WITH RESPECT TO THE CUSTOMER’S USE OF THE DEMO FACILITY.  Indetec will have no liability whatever for any claims, losses or damages arising from the Customer’s use of the Demo Facility.  In no event will Indetec be liable for any loss of, or damage to, any data, software or hardware of the Customer.

 

4. Remedies.  The Customer acknowledges that a violation of Section 2 above by the Customer could cause Indetec irreparable damages not compensable by monetary damages, and thus agrees that Indetec may seek and obtain preliminary and permanent injunctive relief in the event of any such violations, without the need for posting bond.

 

5. General.  This Agreement contains the entire understanding between the parties on the subject matter hereof; its provisions may not be waived except in writing; and it may not be modified or amended except in a writing signed by both parties.  This Agreement will be binding upon and will inure to the benefit of the parties and their respective heirs, personal representatives, successors and assigns; except that the Customer may not assign this Agreement or its rights hereunder to a third party, and any such purported assignment will be void.  This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania; any disputes arising hereunder, whether in tort, contract or otherwise, will be heard by a court of law sitting in Montgomery County Pennsylvania or the federal judicial in which that county is situated; and the Customer specifically consents to that jurisdiction and venue.  If any portion of this Agreement is deemed unenforceable by a court of competent jurisdiction, the remaining portions of this Agreement will remain enforceable.