The Successful Distributors' HVAC/R Information Source

License Agreement Text

                      NON-EXCLUSIVE LICENSE AGREEMENT

1. GRANT OF LICENSEE.  XREF™, as “LICENSER” grants to “LICENSEE” a non-exclusive right to use the XREF™ Encyclopedia databases for ONE (1) year.  LICENSEE shall have the right to renew its license annually.  XREF™ publishes semi-annual updates, and under this agreement LICENSEE shall be entitled to obtain a copy of the updated “XREF™ ENCYCLOPEDIA databases at no additional charge.

2. OWNERSHIP OF XREF™.  XREF™ retains title and ownership of the initial databases and all subsequent updates in XREF’s environment regardless of the form or media in or on which the original and other copies may exist.  This license is not a sale of the original databases or any updates.  (See “IMPORTANT NOTICE”, Page 3)

3. COPY RESTRICTIONS.  The XREF™ ENCYCLOPEDIA databases are copyrighted.  The databases also contain XREF™ trade secrets and other confidential information, all of which are protected by law.  Unauthorized copying, and or distribution are expressly forbidden.  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.  LICENSEE may use the XREF™ ENCYCLOPEDIA on a single computer within one physical location.  LICENSEE may install and access the XREF™ ENCYCLOPEDIA on a (LAN) local area network.  One license will permit one (1) access to the database.

5. TRANSFER RESTRICTIONS.  The XREF™ ENCYCLOPEDIA databases are licensed to the LICENSEE and may not be transferred to anyone without the prior written consent of XREF™.  Any unauthorized transfer is strictly forbidden without XREF™’s written consent.  In no event may LICENSEE transfer, assign, rent, lease, sell, or otherwise dispose of the XREF™ ENCYCLOPEDIA databases on a temporary or permanent bases except as expressly provided herein.

6. TERM AND TERMINATION.  This License is effective for an Initial Term of one (1) year and for any annual Renewal Terms until terminated.  This License will terminate automatically without notice by LICENSER if LICENSEE fails to comply with any provision of this License.  Upon termination, LICENSEE shall return all XREF™ CD ROM disks with manuals, as well as security lock “DONGLE” to XREF™ Publishing Co., Inc.

7. LIMITED WARRANTY AND LIMITATION OF LIABILITIES.

a. XREF™ warrants that the media on which the XREF™ ENCYCLOPEDIA databases are recorded and made available is free from defects in workmanship under normal use and service.

b. XREF™ further warrants that databases it is providing will be the most current as of the release date(s).
c. THE ABOVE ARE 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 EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED 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.

d. XREF™ HAS USED REASONABLE EFFORTS TO MINIMIZE DEFECT OR ERRORS IN THE DATABASES, HOWEVER, LICENSEE ASSUMES THE RISKS OF ANY AND ALL DAMAGE OR LOSS FROM USE, OR INABILITY TO USE THE XREF™ ENCYCLOPEDIA  DATABASES.

e. LICENSEE AGREES THAT LICENSEE’S SOLE REMEDY AGAINST XREF™, ITS AFFILIATES, CONTRACTORS, SUPPLIERS, EMPLOYEES AND AGENTS FOR LOSS OR DAMAGE BY ANY DEFECT OR FAILURE IN THE XREF™ DATABASES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), SHALL BE THE REPLACEMENT OF XREF™ ENCYCLOPEDIA MOST CURRENT DATABASES, PROVIDED SUCH XREF™ ENCYCLOPEDIA DATABASES RETURNED TO XREF™.  THIS SHALL BE EXCLUSIVE OF ALL OTHER REMEDIES.

f. NEITHER XREF NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF XREF™ DATABASES 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.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
8. 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 accepted and executed by an authorized representative of XREF™.

IMPORTANT NOTICE

THE INFORMATION CONTAINED IN THE XREF™ ENCYCLOPEDIA DATABASES ARE CONSIDERED FACTUAL INFORMATION, AND HAVE BEEN ASSEMBLED FROM PUBLIC DOMAIN 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 DATABASE IN XREF’S ENVIRONMENT.  XREF™ PUBLISHING COMPANY, INC. DOES NOT CLAIM OWNERSHIP OR COPYRIGHT TO ANY FACT OR FACTUAL INFORMATION.