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End-User License Of Data
This legal document is an agreement between you, the end user, and [name] (Licensor). BY USING THE ENCLOSED DISC(S), YOU AGREE TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT, WHICH INCLUDES THE DATA AND SPECIAL REPORT LICENSE AND THE DISCLAIMER OF LIABILITY. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND LICENSOR.
LICENSOR DATA LICENSE
1. Grant of License. In consideration of the price you paid for the Data and Special Report provided hereby, Licensor grants you, as Licensee, the right to use the Data and Special Report contained on the diskette(s) for your internal use only and for no other purpose. Licensor reserves all rights not granted to you.
2. Ownership of Data and Special Report. As Licensee, you own the magnetic or other physical media on which the Data and Special Report are recorded, but Licensor retains title and ownership of the Data and Special Report.
3. Copy Restrictions. The Data and Special Report are proprietary to and are copyrighted by Licensor. Unauthorized copying of the Data and Special Report, including modifications of the Data and Special Report or the creation of programs in which the Data and Special Report have been merged or included with other data products, for distribution to third parties, whether gratuitously or for sale, is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to comply with the terms of this License.
4. Use Restrictions. You may physically transfer the Data and Special Report from one computer to another provided that the Data and Special Report are used on only one computer at a time. You may not electronically transfer the Data and Special Report from one computer to another over a network. You may not distribute copies of the Data and Special Report to third parties except for your own internal purposes. You may not create derivative works based upon the Data and Special Report without Licensor's consent.
5. Transfer Restrictions. The Data and Special Report are licensed only to you, Licensee, and may not be transferred to anyone without Licensor's prior written consent. Any authorized transfer of the Data and Special Report shall be subject to the provisions of this Agreement. In no event, may you transfer, assign, rent, lease, sell, or otherwise dispose of the Data and Special Report on a permanent or temporary basis except as expressly provided herein.
6. Termination. This License is effective until terminated. This License will automatically terminate without notice from Licensor if you fail to comply with any provision of this Agreement. Upon termination of this License, you must destroy all copies of the Data and Special Report, including modified copies.
7. No modification of this Contract will be effective unless it is in writing and is signed by both parties. Time is of the essence of this contract. This Contract binds and benefits both the Buyer and Seller and any successors. This document, including any attachments, is the entire agreement between the Buyer and Seller.
8. Amendments of this agreement shall be by mutual consent of the parties only in writing.
9. Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
10. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
11. Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
12. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
13. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
14. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
15. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
16. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
17. Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
18. Governing Law. This Agreement is governed by the laws of [state].
DISCLAIMER OF WARRANTY AND LIMITED WARRANTY
THE DATA AND SPECIAL REPORT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE. FURTHER, LICENSOR DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE DATA AND SPECIAL REPORT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY LICENSOR, LICENSOR'S AGENTS, DISTRIBUTORS, OR EMPLOYEES SHALL CREATE A WARRANTY, AND YOU MAY NOT RELY UPON SUCH ADVICE OR INFORMATION. NEITHER LICENSOR NOR ANYONE ELSE WHO HAS BEEN IN/QLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE DATA AND SPECIAL REPORT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF THE USE OR INABILITY TO USE THE DATA AND SPECIAL REPORT EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL DAMAGES, AND, THUS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
This disclaimer of warranty and limited warranty is governed by the laws of [state].
If you have any questions about this agreement, or if you wish to contact Licensor for any reason, please write to Licensor at [address].
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [County]
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____