Licensing Agreement
AGREEMENT TO PURCHASE
Change Sciences Group, Inc. ("Change Sciences") hereby agrees to sell and you, as
an authorized representative for your company, referred to here as customer ("Customer")
agree to purchase a license ("User License") to access those products which you
have previously selected ("Products") on Change Sciences's web site ("Site"). Customer
agrees to pay Change Sciences the fee set forth on the Site within 60 days for any
Products. By clicking the check box labeled "I agree to and have read the terms
and conditions" on the Site, you agree and acknowledge that 1) you are an authorized
representative of Customer, 2) that checking this box constitutes your signature,
and 3) Company agrees to be bound by all of the terms and conditions contained in
this Agreement.
COPYRIGHT AND LICENSE OF PRODUCTS
The Products are the property of Change Sciences and are protected by U.S. and international
copyright law and conventions. Customer acknowledges that Products are proprietary
to Change Sciences and comprise information that has been created, developed, and
maintained by Change Sciences at great expense of time and money such that misappropriation
or unauthorized use by others for commercial gain would unfairly and irreparably
harm Change Sciences.
User acknowledges that access to the Products is limited to the User License terms
set forth herein and any expansion must be in writing. The granting of the User
License to access and use the Products is conditioned on User's agreement not to
disclose, copy, disseminate, redistribute, or publish a Product, or any portion
of or excerpts of a Product to any other party.
Term
Unless otherwise stated and agreed to by both parties the scope of the license to
the Products is one year from the date of purchase.
Scope
Under the terms of this Agreement Customer is granted a non-exclusive, revocable,
nontransferable license to the Products. Authorized use of the Products are limited
to employees of the Customer. Customer may copy and store the Products on its own
internal computer networks or otherwise for its own internal use, but any distribution
to contractors to the Customer or any other thrid party requires prior written approval.
Customer shall not decompile, disassemble, electronically transfer, de-encrypt,
or reverse engineer the Products. All of Customer's rights to use Products are expressly
stated herein and are subject to the further restrictions set forth below. There
are no implied rights, and Change Sciences reserves all rights not expressly granted
to Customer. Inquiries regarding permission to copy or use the Products in any other
manner should be directed to Change Sciences.
Any citations of Change Sciences Products or other research materials available
on our site are governed by our Citation
Policy.
TERMINATION
This Agreement shall remain in force until terminated. Either party can terminate
this Agreement upon material breach and thirty (30) days prior written notice to
the other party. Products ordered pursuant to this Agreement shall be delivered
and paid for notwithstanding termination of this Agreement.
LIMITATION OF LIABILITY
Under no circumstances, including, but not limited to, negligence, shall Change
Sciences Group be liable for any special or consequential damages that result from
the use of, or the inability to use, the Products, even if Change Sciences Group
or a Change Sciences Group authorized representative has been advised of the possibility
of such damages. In no event shall Change Sciences Group have any liability to you
for damages, losses and causes of action (whether in contract, tort (including,
but not limited to, negligence), or otherwise) for accessing the Products.
DISCLAIMER
WHILE CHANGE SCIENCES WARRANTS THAT THE PRODUCTS ARE BASED ON CHANGE SCIENCES REASONABLE
EFFORTS TO CREATE ACCURATE AND COMPLETE PRODUCTS, THE PRODUCTS ARE PROVIDED "AS
IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST
EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CHANGE SCIENCES GROUP DISCLAIMS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CHANGE SCIENCES GROUP DOES
NOT WARRANT THAT THE PRODUCT WILL BE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED,
OR ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CHANGE SCIENCES DOES NOT WARRANT
OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS
IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
GOVERNING LAW
This Agreement and the resolution of any dispute arising hereunder shall all be
governed and construed in accordance with the laws of the state of New York, without
regard to its conflicts of law principles. User consents to the jurisdiction of
the courts of the state of New York.