PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS WHICH APPLY TO THE LICENSE FOR ONE SOURCE DIRECT (as defined below) SOFTWARE PRODUCTS. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER”) AND ONE SOURCE DIRECT. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, AND ANY UPDATES OR UPGRADES THERETO, YOU AGREE TO BE BOUND AND ABIDE BY ALL OF THE TERMS AND CONDITIONS STATED OR REFERENCED UNDER THIS AGREEMENT. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, DO NOT INSTALL OR USE THE SOFTWARE PRODUCT. YOU MUST ACCEPT AND ABIDE BY THE AGREEMENT TERMS AND CONDITIONS TO USE THE SOFTWARE PRODUCT AS LICENSED. ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THESE TERMS AND CONDITIONS WILL NOT BE ACCEPTED BY ONE SOURCE DIRECT AND WILL NOT BE PART OF THIS AGREEMENT.
LICENSE AGREEMENT
THIS AGREEMENT is hereby entered into.
BETWEEN
1.One Source Direct, a customer prospecting intelligence platform herein after referred to as (“Licensor”)
AND
2.[You, thecustomer], with its principal place of business at [Address] hereinafter referred to as (“Licensee”).
RECITALS
WHEREAS, Licensor is the owner of the website www.onesourcedirect.net (the “Website”), which contains valuable intellectual property and confidential information; and
WHEREAS, Licensee desires to obtain a license to access and use the Website subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
- GRANT OF LICENSE:
3.1 License Grant: Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable license to access and use the Website solely for internal business purposes. The license includes the right to access and utilize the Website’s content, features, and functionalities.
3.2 No Ownership Transfer: This Agreement does not transfer ownership of the Website or any intellectual property rights associated with it. All rights not expressly granted under this Agreement are reserved by Licensor.
- SCOPE OF LICENSE:
4.1 Permitted Use: Licensee may use the Website for internal business purposes only. This includes accessing and utilizing the content, features, and functionalities of the Website.
4.2 Prohibited Activities: Licensee agrees not to engage in any of the following activities:
- Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Website, except as expressly permitted under this Agreement.
- Use the Website in a manner that violates applicable laws, regulations, or the rights of third parties.
- Engage in any unauthorized actions that could potentially harm the Website’s integrity, functionality, or performance.
- Attempt to access, retrieve, or manipulate any confidential or proprietary information of the Website or its users without proper authorization.
- DURATION AND TERMINATION:
5.1 Effective Date: This Agreement shall commence on the Effective Date stated above.
5.2 Termination: Either party may terminate this Agreement at any time upon written notice to the other party. Upon termination, Licensee shall immediately cease all use of the Website.
- INTELLECTUAL PROPERTY RIGHTS:
6.1 Ownership: Licensor retains all ownership rights and intellectual property rights associated with the Website, including all content, text, graphics, images, audio, video, and other materials on the Website.
6.2 Reservation of Rights: This Agreement does not grant Licensee any rights, title, or interest in the Website or its intellectual property, except for the limited license explicitly provided herein.
- USAGE RESTRICTIONS:
7.1 Compliance with Laws: Licensee agrees to use the Website in compliance with all applicable laws, regulations, and third-party rights.
7.2 Prohibited Actions: Licensee shall not:
- Modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Website, except as expressly permitted under this Agreement.
- Attempt to reverse engineer, decompile, disassemble, or derive the source code of the Website or any related software.
- Use the Website in a manner that could cause damage, disable, overburden, or impair the functionality or performance of the Website, or interfere with the access of other users to the Website.
- Engage in any activity that violates applicable laws, regulations, or the rights of third parties while using the Website.
- FEES AND PAYMENT TERMS:
8.1 License Fee: Licensee shall pay Licensor a fee of [Amount] for the license granted herein. The fee shall be payable as follows: [Payment Terms].
8.2 Late Payment: In the event that any payment is not made when due, Licensor may, at its discretion, terminate this Agreement or impose late payment penalties as specified in the payment terms.
- WEBSITE CHANGES AND UPGRADES:
9.1 The Website is subject to ongoing development, enhancements, and upgrades. Licensor reserves the right to modify, update, or improve the Website at any time without prior notice to Licensee. These changes are aimed at enhancing performance, functionality, and user experience.
9.2. Licensee acknowledges that changes and upgrades may result in modifications, additions, or removals of features, functionalities, or content within the Website. Licensee understands that it is their responsibility to regularly check for updates and ensure compatibility with their systems.
9.3 Licensor will make reasonable efforts to minimize disruptions to Licensee’s access and usage of the Website during changes and upgrades. Licensee agrees to cooperate with Licensor during transitions or adjustments resulting from these modifications.
9.4 Licensee agrees that Licensor shall not be held liable for any damages or losses arising from changes or upgrades to the Website. By continuing to access or use the Website, Licensee indicates acceptance of the modified terms and conditions.
- LIABILITY AND INDEMNIFICATION:
10.1 Limitation of Liability: Licensee agrees that Licensor shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages arising out of or in connection with Licensee’s use of the Website.
10.2 Indemnification: Licensee agrees to indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or in connection with Licensee’s use of the Website or any breach of this Agreement by Licensee.
- CONFIDENTIALITY:
11.1 Confidential Information: Licensee acknowledges that the Website and all related information, including but not limited to all text, graphics, images, logos, trademarks, trade names, service marks, and other materials, are the property of Licensor or its licensors and are confidential.
11.2 Confidentiality Obligations: Licensee agrees to maintain the confidentiality of all such information and to use the same degree of care in protecting such information as it uses to protect its own confidential information.
- DISCLAIMER OF WARRANTIES:
12.1 THE WEBSITE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- DISPUTE RESOLUTION:
13.1 Any dispute arising out of or relating to this Agreement shall be resolved through mediation administered by the American Arbitration Association in accordance with its Commercial Mediation Procedures. If the dispute cannot be resolved through mediation, the parties agree to submit to the exclusive jurisdiction of the courts located in [State].
- GENERAL PROVISIONS:
14.1 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of [State]. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [State].
14.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
14.3 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this License Agreement as of the Effective Date.
