Exclusive License | RWA License (Sole) |
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| Written by Administrator | |
| Tuesday, 21 August 2007 | |
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Exclusive License – Agreement of Sale This Agreement of Sale is the basis upon which Rob Wooding & Associates (“RW&A”) makes available to the “Customer” any aerial remote sensed earth image or mapping data product (the “Product”) in the form of an exclusive unrestricted license. Customer accepts and agrees to the terms of this Agreement by doing any one of the following: (a) accepting, in whole or in part, a quotation describing the Product by any means (including the use of Customer’s purchase order, whether or not that purchase order contains inconsistent terms and conditions); (b) breaking the seal on any package containing the Product; (c) installing or manipulating the Product on any computer hardware; (d) making any commercial use of the Product or any material derived from the Product; (e) damaging or destroying the Product; (e) retaining the Product for more than 15 days following receipt thereof. Customer agrees to acquire the Product upon the terms and conditions of this Agreement, which shall govern all matters between RW&A and Customer that relate to the Product. 1. PERMITTED USE The Customer’s “Permitted Use” is substantially unlimited and includes but is not restricted to the following :- a. Reformating the Product for Customer’s use into different formats or media from those in which it is delivered. b. Making an unlimited number of hardcopies and softcopies of the Product. c. Distributing portions of the Product or works derived from the Product. d. Modifying the Product, through manipulation techniques and/or the addition of other data, and making copies of the resulting bundled image product. e. Adding Customers own copyright notice to the Product or any derivations thereof. f. Making the Product available by sale, donation or sub license to any third party providing this is not inconsistant with the Limits on License and Prohibited Activities. Customer agrees that RW&A is entitled to retain a copy of the Product for archival and record keeping purposes. 2. LIMITS ON LICENSE, PROHIBITED ACTIVITIES. Customer purchases the Product as defined in the original quotation or invoice. Customer recognizes and agrees that the Product is created from a variety of data, calculations and activities which remain the property of RW&A. Since these may contain valuable assets and proprietary information belonging to RW&A, if provided to Customer, this is done so on a confidential basis and does not form part of this Agreement. This applies equally to any person or entity to whom Customer is entitled by the terms of this Agreement to transfer the Product and Customer undertakes to make this limitation known to any such transferee. Neither the Customer, nor any person, or entity to whom Customer is entitled by the terms of this Agreement to transfer the Product to, shall do any of the following without RW&A’s written permission: a. Other than for checking and verification purposes, make any use whatsoever of the Product, whether Permitted or otherwise, prior to RW&A receiving payment in full. b. Knowingly use the Product in any manner likely to aid or promote armed conflict or lead directly to humanitarian or environmental distress. c. Alter or remove any proprietary source of data information contained in or embedded with the Products provided that nothing shall prevent the Customer from adding his own copyright notice and source of data information. 3. EXCEEDING APPLICATION. Customer will, from time to time if requested by RW&A, provide assurances to RW&A that it is using the Product consistent with this Agreement, and Customer grants RW&A access, at reasonable times and in reasonable manner, to the Product in Customer’s hands, and to Customers books, records and facilities to permit RW&A to verify appropriate use of the Product. RW&A’s non-exercise of this right, or its failure to discover or object to any inappropriate use, shall not constitute its consent thereto or waiver of its rights. In the event Customer’s use of the Product violates this Agreement, or the terms of this License, RW&A may, since remedies at law may be inadequate, in addition to its other remedies: (a) demand return of the Product; (b) forbid and enjoin Customer’s further use of the Product; and/or (c) assess Customer the cost of RW&A’s inspection and enforcement efforts (including attorney fees). 4. LIMITED WARRANTY AND LIABILITY. RW&A warrants (a) that it has sufficient ownership rights in the Product to make the Product available to Customer under the terms hereof, free from the adverse claims of third parties; (b) that it will itself make no direct use of the product that would conflict with the intentions of this agreement and (c) that the Product will, for thirty (30) days from the date of shipment, substantially conform to RW&A’s specifications when used on suitable computer hardware for appropriate purposes. The Products are complex and may contain some non-conformities, defects or errors. RW&A does not warrant that the Products will meet Customer’s needs or expectations, that operations of the Products will be error free or uninterrupted, or that all non-conformities can or will be corrected. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY GIVEN IN CONNECTION WITH THE SALE OR USE OF THIS PRODUCT. RW&A DISCLAIMS ALL OTHER WARRANTIES NOT EXPRESSLY GIVEN IN THIS SECTION 4. Customer must notify RW&A within the 30-day warranty period of any warranty claim. RW&A’s SOLE OBLIGATION and Customer’s SOLE REMEDY under this Limited Warranty is that RW&A either, in its discretion, shall: (a) use reasonable efforts to repair or replace the Product or to provide an avoidance procedure within a commercially reasonable time so that the Product substantially conforms to the specifications contained in RW&A’s documentation, or (b) refund the amount of the initial fee previously paid by Customer for the non-conforming Product. This Limited Warranty is void if any non-conformity has resulted from accident, abuse, misuse, misapplication, or modification by someone other than RW&A. The Limited Warranty is for Customer’s benefit only, and is non-transferable. RW&A is not liable for any incidental or consequential damages associated with Customers possession and/or use of the Product. 5. MISCELLANEOUS. This is the exclusive and entire Agreement between RW&A and Customer regarding its subject matter, merging all prior or contemporaneous instruments or agreements and discussions between the parties. Customer may not assign any part of the Agreement without RW&A’s prior written consent. This Agreement shall be governed by the internal laws of South Africa unless the Customer is an International Agency (such as the United Nations). In the case that the customer is an International Agency, this Agreement shall be governed by general principles of commercial law, and any and all disputes arising out of the performance or interpretation of this Agreement shall be resolved by arbitration conducted before the ICC’s International Court of Arbitration. Customer shall pay all taxes arising out of or related to the Customer’s purchase or other acquisition of the product hereunder. If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions of this Agreement shall remain in effect. |
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| Last Updated ( Wednesday, 22 August 2007 ) |