License Agreement

IMPORTANT: This dotFurther End User Software License Agreement (“Agreement”) is a legal agreement between Licensee and dotFurther Corp for the materials (“Software”) accompanying this Agreement, which include computer software, documentation, and example source codes and projects that constitute the Open Discover® SDK and/or Open Discover® Platform Products.

THIS IS A CONTRACT. BY INSTALLING, COPY, DOWNLOADING, OR USING THIS SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT INSTALL, COPY, DOWNLOAD, OR USE THIS SOFTWARE.

The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. Please read this Agreement carefully.

1. DEFINITIONS.

2. GRANT OF LICENSE. dotFurther grants Licensee the rights described in this Agreement provided Licensee complies with all the terms and conditions of this Agreement:

2.2 LICENSE TYPE DESCRIPTIONS.

3. OWNERSHIP.

4. RESTRICTIONS AND RESERVATIONS.

5. WARRANTY DISCLAIMER. LICENSEE ACKNOWLEDGES AND AGREES THAT THE PRODUCT IS PROVIDED "AS IS." DOTFURTHER DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT.

6. LIMITATION OF LIABILITY. DOTFURTHER SHALL HAVE NO LIABILITY TO LICENSEE, LICENSEE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR PRODUCTS LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOST DATA, LOST FILES, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH USE OF OR INABILITY TO USE THE PRODUCT, OR THE PERFORMANCE OR OPERATION OF THE PRODUCT, EVEN IF DOTFURTHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. INDEMNIFICATION BY LICENSEE. LICENSEE SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND DOTFURTHER FOR ANY LOSS, CLAIM, ACTION OR PROCEEDING THAT ARISES OR RESULTS FROM ANY ACTIONS OR OMISSIONS OF LICENSEE PERTAINING TO THE PRODUCT AND FROM ANY ACTIONS OF LICENSEE THAT ARE IN VIOLATION OF THIS AGREEMENT.

8. TERM AND TERMINATION. Unless otherwise agreed to by the parties, this Agreement shall become effective upon the Licensee’s installing or placing Product IN-USE ("Effective Date") and shall continue in full force and effect through Term or until terminated in accordance with the terms set forth in this Agreement.

9. LIQUIDATED DAMAGES. In the event Licensee (a) copies or distributes the Product or Derived Works except as permitted by this Agreement, (b) uses the Product or Derived Works for any reason other than as permitted by this Agreement, (c) installs or uses the Product or Derived Works on more than the number of Deployments licensed, or (d) otherwise violates or breaches this Agreement, Licensee agrees that dotFurther is entitled to obtain as liquidated damages and not as a penalty the greater of the amount of (e) the published quantity for each distribution license price based upon the type of Product distribution (i.e., Standard Distribution License or Service Distribution License), or (f) 3% of all revenues realized by Licensee pertaining to any Derived Works or services of Licensee in which Product is included, copied, incorporated, embedded or accessible. THE LICENSEE EXPRESSLY AGREES THAT THE FOREGOING LIQUIDATED DAMAGES ARE NOT A PENALTY.

10. CONFIDENTIALITY. Licensee acknowledges that the Product contains dotFurther know-how, confidential and trade secret information ("PROPRIETARY INFORMATION"). Licensee agrees: (a) to hold the PROPRIETARY INFORMATION in the strictest confidence, (b) not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the PROPRIETARY INFORMATION to any third party, (c) not to make use of the PROPRIETARY INFORMATION other than as permitted by this Agreement, and (d) to disclose the PROPRIETARY INFORMATION only to Licensee's representatives requiring such material for effective performance of this Agreement and who have undertaken an obligation of confidentiality and limitation of use consistent with this Agreement. This obligation shall continue as long as allowed under applicable law.

11. INJUNCTIVE RELIEF. Licensee agrees that any violation or threat of violation of this Agreement will result in irreparable harm to dotFurther for which damages would be an inadequate remedy. Therefore, in addition to its rights and remedies available at law (including but not limited to the recovery of damages for breach of this Agreement), dotFurther shall be entitled to immediate injunctive relief to prevent any violation of dotFurther’s copyright, trademark, trade secret rights regarding the Product, or to prevent any violation of this Agreement, including, but not limited to, unauthorized use, copying, distribution or disclosure of or regarding the Product, as well as any other equitable relief as the court may deem proper under the circumstances.

12. NO REDUCED PRICING. In any determination of dotFurther's damages (whether liquidated damages or actual damages), or any determination of any licensing fees or royalties due dotFurther under this Agreement due to a breach by Licensee hereunder, Licensee shall not be entitled to any discounts (volume or otherwise) or reduced licensing fees or royalties. The foregoing sentence shall be applicable unless Licensee has negotiated and entered into a written, signed agreement with dotFurther for such reduced or discounted licensing fees or royalties and paid dotFurther such fees or royalties in advance of any: (a) distribution of the Product, (b) copying of Product, or (c) incorporation or use of the Product in or pertaining to any Derived Works or service of Licensee. Further, Licensee agrees that it shall not be entitled to reduced licensing fees or royalties when determining dotFurther’s damages due to any undertaking or activity by Licensee regarding the Product outside of or exceeding the scope of permission or other terms of this Agreement, or Licensee's actions otherwise in violation of this Agreement.

13. ATTORNEYS' FEES AND COSTS. In the event of any lawsuit or other proceeding brought as a result of any actual or alleged breach of this Agreement, to enforce any provisions of this Agreement, or to enforce any intellectual property or other rights in or pertaining to the Product, the prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs, including the costs of any expert witnesses, incurred at all levels of proceedings.

14. GOVERNING LAW. This Agreement shall be construed, governed and enforced in accordance with the laws of the State of Arizona, without regard to any conflicts of laws rules. Any action related to or arising out of this Agreement will be filed only in the Arizona courts and Licensee consents to the exclusive jurisdiction and venue of the state and federal courts located in Phoenix, Arizona USA.

15. SEVERABILITY. If any provision of this Agreement is determined to be invalid by any court of final jurisdiction, then it shall be omitted, and the remainder of the Agreement shall continue to be binding and enforceable. In addition, the Court is hereby authorized to enforce any provision of the Agreement that the Court otherwise deems unenforceable, to whatever lesser extent the Court deems reasonable and appropriate, rather than invalidating the entire provision. Without limiting the generality of the foregoing, Licensee expressly agrees that should Licensee be found to have breached the Agreement, under no circumstances shall Licensee be entitled to any volume or other discount, or reduced licensing fee or royalty in the determination of dotFurther's damages, or otherwise in the determination of any licensing fee or royalty owed to dotFurther.

16. GOVERNMENT RIGHTS. The Product, accompanying materials, and documentation have been developed at private expense and are sold commercially. They are provided under any U.S. government contracts or subcontracts with the most restricted and the most limited rights permitted by law and regulation. Whenever so permitted, the government and any intermediaries will obtain only those rights specified in dotFurther's standard commercial licenses. Thus, the Product referenced herein, and the documentation provided by dotFurther hereunder, which are provided to any agency of the U.S. Government or U.S. Government contractor or subcontractor at any tier shall be subject to the maximum restrictions on use as permitted by FAR 52.227-19 (June 1987) or DFARS 227.7202-3(a) (Jan. 1, 2000) or successor regulations. Manufacturer is dotFurther Corporation.

17. ENTIRE AGREEMENT. This Agreement represents the entire understanding of the parties concerning the subject matter hereof and supersedes all prior communications and agreements, whether oral or written, relating to the subject matter of this Agreement. Only a writing signed by the parties may modify this Agreement. In the event of any modification in writing, of this Agreement, including an expanded license agreement, all sections of this Agreement survive except Section 2. Grant of License.

18. OTHER RESTRICTIONS.

19. CONTACT US. Should you have any questions concerning this Agreement, or if you desire to contact dotFurther for any reason, please contact sales@dotfurther.com.