
INGENUITY SOFTWARE CORP IS WILLING TO GRANT LICENSEE ACCESS TO ITS DATABASES AND SOFTWARE ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE FOLLOWING TERMS. LICENSEE MUST READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY SELECTING "ACCEPT" BELOW, LICENSEE AGREES TO BE BOUND BY THIS AGREEMENT. IF LICENSEE DOES NOT AGREE WITH THE TERMS OF THIS LICENSE, INGENUITY SOFTWARE CORP IS UNWILLING TO GRANT ACCESS TO LICENSEE, AND LICENSEE MAY NOT ACCESS THE DATABASES OR SOFTWARE.

License Agreement

This License Agreement ("Agreement") is entered into by and between Ingenuity Software Corp. ("Ingenuity") and the licensee agreeing below ("Licensee").

1. DEFINITIONS

"Databases" means the databases, and all information and files contained therein, and all communication features made available by Ingenuity to Licensee either directly or though a Service Provider."Products" means the Ingenuity products and services which partner is entitled to market and distribute."Software" means any software, including associated documentation, distributed by Ingenuity to Licensee to create or access the Databases."Service Provider" means any third party providing access to the Databases.

2. LICENSES 

a. Grant of License. Ingenuity grants Licensee the non-exclusive and non-transferable right, subject to this Agreement, to (i) install and use the Software, (ii) access the Databases, and (iii) download files from the Databases marked by Ingenuity as "downloadable" to promote, market and distribute Products.

b. Limitation of Rights. The rights of Licensee shall not include the right to grant sublicenses, assign or transfer (including transfer by rental) the Software or the Databases or any part thereof or the right to use these to benefit any third party. Any attempt to grant sublicenses or transfer any rights shall be considered a material breach of this Agreement by Licensee for which Ingenuity may terminate this Agreement. Licensee may, however, make and distribute printouts of non-confidential information in the Databases as reasonably required for the promotion, marketing and distribution of Products. Licensee may use the Software and the Databases only in the conduct of its own business. Licensee may not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software or the Databases. Licensee shall not infringe upon the property rights of any third party, defame any third party or violate any laws using the Databases and Ingenuity shall control the defense
 of any corresponding claim or cause of action brought against it.

3. PROPRIETARY RIGHTS AND CONFIDENTIALITY 

a. Ownership. All title and rights of ownership in the Software and the Databases remain with Ingenuity and their respective owners and are protected by applicable copyright, patent, trademark or trade secret laws. Licensee agrees to take any step necessary to protect the proprietary rights of Ingenuity in the Software and the Databases, including, but not limited to, the proper display of the copyright notice (C)[CURRENT YEAR] Ingenuity, INC. ALL RIGHTS RESERVED and other proprietary notices on any copies of the Software or Databases, and printouts of the latter.

b. Confidentiality. Except as otherwise provided in this Agreement, Licensee, its employees, agents and independent contractors shall not disclose or publish the Software or the Databases to others, and will keep it confidential during the term of this Agreement and thereafter.

c. Third Party Conduct. Licensee shall immediately report to Ingenuity any illegal or improper conduct of any party which it detects from its use of the Databases.

4. U.S. GOVERNMENT RESTRICTED RIGHTS. 

If Licensee is acting on behalf of any unit or agency of the United States Government ("Government"), the following provisions shall apply and Licensee shall notify the Government thereof: The Software and Databases are provided to the Government with RESTRICTED RIGHTS.Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and paragraph (d) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19. 

5. SERVICE PROVIDER 

a. Access. In the event access to the Databases is not provided by Ingenuity but by a Service Provider, Ingenuity shall have no obligation to support any Service Providers products or services. Licensee shall address all of its support questions directly to the Service Provider.

b. Liability. Licensee will be solely liable to the Service Provider. Ingenuity shall have no liability of any kind with regard to the services provided by any Service Provider or with regard to Licensees obligations to any Service Provider.

6. TERM AND TERMINATION 

a. Term. The licenses granted under this Agreement shall commence at the time both parties have signed this Agreement and shall continue until terminated.

b. Termination. Either party may terminate this Agreement at any time. Upon termination, Licensee, at the option of Ingenuity, shall promptly either destroy or return to Ingenuity all copies of the Software and the Databases in its possession.

7. LIMITED WARRANTY

NO WARRANTY. INGENUITY MAKES NO WARRANTIES OF ANY KIND WITH REGARD TO (A) THE SOFTWARE AND DATABASES, (B) SERVICE OR PRODUCTS PROVIDED BY SERVICE PROVIDERS; OR (C) ANY INFORMATION MADE AVAILABLE TO LICENSEE THROUGH THE DATABASE.

8. DISCLAIMER OF WARRANTY

INGENUITY MAKES NO WARRANTIES REGARDING THE SOFTWARE OR DATABASES, INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE OR MERCHANTABILITY, AND ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

9. LIMITATION OF LIABILITY

IN NO EVENT SHALL INGENUITY OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE OR THE DATABASES BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL OR TORTIOUS CONDUCT RELATING TO, CAUSED BY OR ARISING OUT OF ANY BREACH OF OBLIGATIONS BY INGENUITY OR DELAY IN DELIVERY OF SOFTWARE OR DATABASES UNDER THIS AGREEMENT OR FROM LICENSEES USE OR INABILITY TO USE THE SOFTWARE, EVEN IF INGENUITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.  INGENUITY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY CONDUCT OF ANY OTHER LICENSEE OR THIRD PARTY ACCESSING THE DATABASES.

10. GENERAL TERMS AND CONDITIONS 

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, USA. Exclusive venue and jurisdiction shall be Charlotte, North Carolina, USA.

b. Relationship. This Agreement does not make either party hereto the employee, agent or legal representative of the other party for any purpose whatsoever. Neither party hereto is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. In fulfilling its obligations pursuant to this Agreement, each party hereto shall act as an independent contractor.

c. Assignment. Licensee shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Ingenuity. This Agreement and the rights and obligations hereunder shall not be affected by any change in the corporate structure or ownership of the parties.

d. Notices. All notices permitted or required to be given hereunder shall be delivered personally or sent by telecopy or registered or certified mail, postage prepaid, return receipt requested, addressed to the addresses as set forth below or to such other addresses as the parties may designate by like notice.

e. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all previous proposals, oral or written, express or implied, and all negotiations, conversations or discussions heretofore had between the parties related to the subject matter of this Agreement.

f. Amendment. This Agreement shall not be deemed or construed to be modified or amended, in whole or in part, except by a separate writing signed by both parties.

g. Severability. In the event that any of the terms of this Agreement are unenforceable, such terms shall be deemed stricken from this Agreement, but such invalidity or unenforceability shall not invalidate any of the other terms of this Agreement, and this Agreement shall continue in force.

h. Waiver. No failure or delay by either party hereto to take any action or assert any right hereunder shall be deemed to be a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.

i. Indemnification. Licensee shall indemnify and hold harmless Ingenuity from any claims of any party relating to Licensees use of the Software or Databases and shall indemnify Ingenuity for all costs, losses, and expenses, including reasonable attorney fees.
