The Successful Distributors' HVAC/R Information Source

Non Exclusive License Agreement

1.         GRANT OF LICENSEE.  XREF Publishing Co., Inc. “LICENSER”, as (“XREF”) grants to “LICENSEE” a non-exclusive right to use the XREF Encyclopedia Application, Service and Databases for a term of ONE (1) year. LICENSEE shall have the right to renew its license annually. XREF publishes updates, and under this agreement LICENSER shall be entitled to obtain access to the updated databases at no additional charge during the licensing term.

2.         OWNERSHIP OF XREF.  XREF retains title and ownership of all Applications, the initial databases and all subsequent updates regardless of the form or media in or on which the original and other copies may exist. This license in no way constitutes or implies any transfer of ownership of any Application, Service or Databases between LICENSER and LICENSEE. (See “IMPORTANT NOTICE”, Below)

3.         COPY RESTRICTIONS. The XREF ENCYCLOPEDIA application and it’s databases are copyrighted. The databases also contain XREF trade secrets and other confidential information, all of which are protected by law. Unauthorized copying, storage, duplication and or distribution, in any medium (digital, physical or otherwise), is strictly prohibited. LICENSEE may be held legally responsible for any copyright infringement or trade secret misappropriation that is caused or encouraged by its failure to abide by the terms of this license.

4.        USE RESTRICTIONS. All information and data provided by the XREF Encyclopedia service, as used by its application and elsewhere, may only be used by the LICENSEE within for the purpose of researching an individual customer’s need. It may not be used for broad and general research, for building sets of data, or to compete (for profit or otherwise) with XREF. Information accessed via the XREF Encyclopedia service may not be stored, cached, printed, saved or otherwise held by any means in any medium, other than those provided by XREF in the manor intended by XREF.

5.         LICENSE SCOPE.

a. LICENSEE may use the XREF Encyclopedia Application on a single computer within one physical location and access the XREF Encyclopedia Service from the same computer at the same location. LICENSEE may install the XREF ENCYCLOPEDIA application on a (LAN) local area network, but may only access the XREF ENCYCLOPEDIA application from the computer it is licensed to.

b. This license prohibits use in virtual environments, remote access environments, or any environment that allows for the application to be operated and/or viewed from any physical machine or physical location other than the single computer at its one physical location originally licensed.

c. This license is not portable between machines without the express consent of XREF and may not be used concurrently by more than one person, computer or location.

6.         TRANSFER RESTRICTIONS.  The XREF Encyclopedia Application, Service and/or Databases are licensed to the LICENSEE and may not be transferred to any person, business or other entity without prior written consent of XREF. Any unauthorized transfer is strictly forbidden including any event leading to the LICENSEE transferring, assigning, renting, leasing, selling or otherwise disposing of on a permanent or temporary basis any part of the XREF Encyclopedia Application, Service and/or Databases except as expressly provided herein.

7.         TERM AND TERMINATION.

a. This license is effective for an initial term of ONE (1) year. This license will be extended for a renewal term of ONE (1) year at each successful renewal, except when, at the sole discretion of XREF, these terms are superseded by new terms.

b. The license will automatically terminate, without notice if LICENSEE fails to comply with any provision of this License. This license may be terminated, without cause or notification, at any time at the discretion of XREF or its employees.

c. Upon termination, LICENSEE shall return all XREF intellectual properties, remove fully and/or delete any digital copies of licensed material and discontinue accessing the XREF Encyclopedia Service.

8.         LIMITED WARRANTY AND LIMITATION OF LIABILITIES.

a. XREF warrants that all information made available via the XREF Encyclopedia Service is the most up-to-date version available.

b. The above is the only warranties of any kind, either expressed or implied, including but not limited to the implied warranty of merchantability and fitness for a particular purpose, that are made by XREF. No oral or written information or advice given by XREF or its employees shall create a warranty, and LICENSEE may not rely on any such information or advice. This warranty gives LICENSEE specific legal rights. Licensee may have other rights, which vary from state to state.

c. XREF has used reasonable efforts to minimize defects or errors in information and data provided, however, LICENSEE assumes the risks of any and all damage or loss from use, or inability to use the XREF Encyclopedia Application, databases and/or Service.

d. LICENSEE agrees that LICENSEE’s sole remedy against XREF, its affiliates, contractors, suppliers, employees and or agents for loss or damage by any defect or failure in the XREF Encyclopedia Application, Databases and/or Service, regardless of the form of action, whether in contract or tort (including negligence, strict liability, or otherwise), shall be access to the latest XREF Information via the XREF Encyclopedia Service.

e. Neither XREF nor anyone else who has been involved in the creation, production, distribution, or delivery of the XREF Encyclopedia Application and/or Service shall be liable for any indirect, or consequential damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use or inability to use such product even if XREF has been advised of the possibility of such damages.

9.      LICENSEE RESPONSIBILITIES.

a. It is known by LICENSEE that an active internet connection will be required to use the XREF Encyclopedia Application and Service. XREF holds no responsibility in ensuring a LICENSEE’s ability to connect to the internet or to connect to the XREF Encyclopedia Service.

b. It is known by LICENSEE that a Windows PC meeting certain requirements is required to run the XREF Encyclopedia Application. XREF holds no responsibility in ensuring a LICENSEE’s ability to run the software on any given machine.

10.     ACCESS TO XREF ENCYCLOPEDIA SERVICE.

a. XREF is to provide access to its databases as a service to LICENSEE during the term of this license agreement.

b. XREF makes efforts to ensure availability of the Service at all times, however, makes no claim to guaranteed service level.

c. XREF reserves to right to throttle, discontinue, pause or otherwise disrupt LICENSEE’s access to the XREF Encyclopedia Service for matters of security, maintenance and business operation.

11.       GENERAL.

a.         This agreement is governed by the laws of the State of Washington, without giving effect to conflicts of law principles of such state.

b.         This Agreement is intended by the parties as a final expression of their Agreement with respect to such terms as are included herein and also as a complete and exclusive statement of the terms of their Agreement.  This Agreement may not be supplemented by course of dealing or usage of trade.

c.         This Agreement shall be effective on the date this LICENSE AGREEMENT was electronically accepted, time of delivery of the XREF Application, first use of the XREF Service or upon receipt of payment from LICENSEE to LICENSER, whichever occurs first.

IMPORTANT NOTICE THE INFORMATION CONTAINED IN THE XREF ENCYCLOPEDIA APPLICATION, DATABASES AND/OR SERVICE IS CONSIDERED FACTUAL INFORMATION, AND HAS BEEN ASSEMBLED FROM PUBLIC DOMAIN SOURCES, AUTHORIZED SOURCES AS WELL AS FROM OUR PERSONAL EXPERIENCE. ALL THE INFORMATION IS AVAILABLE TO YOU “FREE OF CHARGE”, HOWEVER, YOU ARE PAYING FOR THE THOUSANDS OF HOURS REQUIRED TO ASSEMBLE AND TO MAINTAIN THE DATABASES IN XREF’S ENVIRONMENT. XREF PUBLISHING CO., INC. DOES NOT CLAIM OWNERSHIP OR COPYRIGHT TO ANY FACT OR FACTUAL INFORMATION.