...LICENCE_AGREEMENT This license agreement (hereinafter called “Agreement”), made and entered into as of January 24, 2013(the “Effective Date”), is by and between: ABCCanada inc., and LICENCE CO, (“LICENCE CO”), hereinafter sometimes individually referred to as “Party” and collectively as “Parties.” WHEREAS LICENCE CO is a limited partnership which has been created to manage the intellectual property rights of the ■ (hereafter “UNIVERSITY”) and other third parties; and WHEREAS, ■ developed an innovation related to ■ (the “Invention”), which has been partially disclosed in the patent application …, the (“Patents”). WHEREAS, ■ has assigned its intellectual property rights in the Technology to LICENCE CO through an assignment of intellectual property rights signed on June 16, 2005. WHEREAS, ABC CO has entered into a term sheet with LICENCE CO establishing the basic terms of an eventual licensing agreement between the Parties on August 5, 2011 (the “Term Sheet”). WHEREAS, LICENCE CO and ABC CO has entered into a license agreement on December 15, 2011, which allows the Technology of LICENCE CO to be used by ABC CO for commercial purposes. WHEREAS the Parties agree that such licence agreement shall be amended in order to rectify errors and omissions found in the Agreement. NOW THEREFORE IN CONSIDERATION of the above recitals and the mutual benefits to be derived hereafter, the Parties agree as follows: 1. DEFINITIONS IN THIS AGREEMENT For all purposes of this Agreement the following terms...
Words: 6221 - Pages: 25
...Shrink-wrap agreements are sometimes called shrink-wrap licenses and are the internet equivalent of click-on agreements. A shrink-wrap agreement is an agreement whose terms are expressed inside a box in which the goods are packaged. Normally, a shrink-wrap agreement is not between a retailer and a buyer, but between the user or buyer of the product and the manufacturer of the hardware or software (Miller & Jentz, 2008). Many courts have determined that the seller has proposed a contract by including the terms with the product that a buyer could accept after reading the terms and using the product. A buyer’s failure to object to the terms contained within a shrink-wrap software package constitutes an acceptance of the terms by conduct. In this case the terms of the shrink-wrap agreement will be enforced by the courts. Shrink-wrap agreements will not be enforced by the courts if it is determined that the seller communicates the terms after a contract has been formed with a buyer. Under these conditions the courts would find the terms were not a part of the contract unless the buyer agreed to them (Miller & Jentz, 2008). In Mary DeFontes’ case she purchased the computer which contained an agreement that included the remedies available and the terms of the sale. By keeping the computer and using it for longer than thirty days and failing to object to the terms, it looks as if DeFontes is in acceptance of these terms. Dell’s website included an inconspicuous link at the bottom...
Words: 293 - Pages: 2
...Trend Micro End User License Agreement Software: Trend Micro Internet Security for Dell Users Version: English/Multi-country Purpose: Trial and Paid Use License Date: December 2007 IMPORTANT: THE FOLLOWING AGREEMENT (“AGREEMENT”) SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH TREND MICRO INCORPORATED OR AN AFFILIATE ("TREND MICRO") IS WILLING TO LICENSE THE “SOFTWARE” AND ACCOMPANYING “DOCUMENTATION” TO “YOU” AS AN INDIVIDUAL USER OR AN AUTHORIZED REPRESENTATIVE OF AN ENTITY. BY ACCEPTING THIS AGREEMENT, YOU ARE ENTERING INTO A BINDING LEGAL CONTRACT WITH TREND MICRO. THE TERMS AND CONDITIONS OF THE AGREEMENT THEN APPLY TO YOUR USE OF THE SOFTWARE AND SUBSCRIPTION SERVICES. PLEASE PRINT THIS AGREEMENT FOR YOUR RECORDS AND SAVE A COPY ELECTRONICALLY. You must read and accept this Agreement before you install or use the Software. If you are an individual, then you must be at least 18 years old and have attained the age of majority in the state, province or country where you live to enter into this Agreement. If you are acquiring the Software on behalf of an entity, then you must be properly authorized to represent that entity and to accept this Agreement on its behalf. If you are downloading or activating the Software for trial purposes or purchasing a license to the Software, you accept this Agreement by selecting the “I accept the Agreement” button or box below. If you or the entity you represent does not agree to the terms of this Agreement, select “I do not accept...
Words: 3614 - Pages: 15
...BLACKBERRY SOLUTION LICENSE AGREEMENT PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. This BlackBerry Solution License Agreement (the "Agreement"), previous versions of which were referred to as the BlackBerry Software License Agreement, is a legal agreement between you, individually if you are agreeing to it in your own capacity, or if you are authorised to acquire the Software on behalf of your company or another entity, between the entity for whose benefit you act (in either case, "You"), and Research In Motion UK Limited, Company No. 4022422 ("RIM") whose registered office is at Centrum House, 36 Station Road, Egham, Surrey, UK TW20 9LF (together the "Parties" and individually a "Party"). With respect to the license and distribution of the Software (as defined below) RIM is either a direct or indirect licensee of: (a) Research In Motion Limited ("RIM Canada") or any one or more of its subsidiaries and affiliates (which subsidiaries and affiliates together with RIM Canada are referred to in this Agreement as the "RIM Group of Companies"); or (b) a third party licensor to any of the RIM Group of Companies including RIM. BY INDICATING YOUR ACCEPTANCE BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THE TERMS OF THIS AGREEMENT, PLEASE CONTACT RIM AT LEGALINFO@RIM.COM. BY INDICATING YOUR...
Words: 13270 - Pages: 54
...Joel Greene Chapter 7 Questions 1. Software as a Service, or SaaS, describes any cloud service where consumers are able to access software applications over the internet. The applications are hosted in “the cloud” and can be used for a wide range of tasks for both individuals and organizations. Google, Twitter, Facebook and Flickr are all examples of SaaS, with users able to access the services via any internet enabled device. Enterprise users are able to use applications for a range of needs, including accounting and invoicing, tracking sales, planning, performance monitoring and communications (including webmail and instant messaging). This an important trend. Instead of buying a software application from a software company, producing it in-house, or hiring a consultant or outside resource to produce a software package these web-based firms have provided a new alternative based on three separate models. These models are a fixed fee model, subscription model or usage model. Fixed fee does exactly that, provides a fixed fee or cost based on a service level required by the user. The subscription model varies cost based on number of users and workstations accessing the application. The usage model charges fees based on the transaction volume or number of operations performed by the applications. 2. Horizontal applications differ from vertical applications in that they provide a solution for many companies based on a common need. Applications such as accounting,...
Words: 661 - Pages: 3
...protected by copyright, which is vested in Opera Software ASA/its suppliers. The Software may only be used in accordance with the terms and conditions set out in this document. If you do not read and agree to be bound by the terms and conditions defined in this document, you are not permitted to keep or use the Software or in any way whatsoever and must destroy or return all copies of these items which are in your possession. END USER LICENSE AGREEMENT DEFINITIONS The following definitions apply to the terms and conditions included in this Agreement. Opera means a Browser, developed by Opera Software ASA, for reading and writing files to and from a network and/or file system. Software means Opera, all program and information files and other documentation which are part of the Opera Software package. Individual means a particular person. TERMS OF AGREEMENT This is a legal agreement between you, the users, and Opera Software ASA. By installing or using this Software, you agree to be bound by the terms of this agreement. If you do not agree to those terms, you may not use or install the Software. You are entitled to use the Software on all personal computers (laptops/desktops). "Use" means loaded in temporary memory or permanent storage on the computer. You may not use the Software on non-PC products, devices, or embedded in any other product, including, but not limited to, mobile devices, internet appliances, set top boxes (STB), handhelds, PDAs,...
Words: 1073 - Pages: 5
...End User License Agreement of Native Instruments GmbH – August 2013 I. GENERAL The following End User License Agreement ("EULA") represents the contractual conditions between you ("Licensee") and Native Instruments GmbH, Schlesische Str. 29-30, 10997 Berlin, Germany ("Native Instruments") for the use of software including related media, documentation (for example program descriptions, manuals) and other documents and materials manufactured by Native Instruments ("Product(s)"). By installing and by registering the software on your computer, you declare yourself in agreement with these conditions. If you do not agree with these conditions, you must not install the software. In this event, please return the complete Product (including all written matter, packaging and similar material) to the dealer from whom it was originally bought within 14 (fourteen) days after the day of purchase. For purchases from the Native Instruments Online Shop, please return the complete Product (including all written matter, packaging and similar material) either to NATIVE INSTRUMENTS GmbH, Schlesische Str. 29-30, 10997 Berlin, Germany, or to Native Instruments North America, Inc., 6725 Sunset Blvd., 5th Floor, Los Angeles, CA 90028, USA, or to Native Instruments Japan K.K., YO Bldg 3F, Jingumae 6-7-15, Shibuya-ku, Tokyo, 150-0001, Japan. The price you paid will be refunded in full. II. Registration / Activation 1. It is required that you register the Licensed Software in order to...
Words: 1842 - Pages: 8
...TYPINGMASTER, INC. SOFTWARE LICENSE AGREEMENT IMPORTANT--READ CAREFULLY By installing this software, you indicate your acceptance of the following TypingMaster, Inc. Software License Agreement. Product: TypingMaster Pro A. LEGAL AGREEMENT This is a legal agreement between you (either an individual or an entity) and TypingMaster, Inc. By installing and using the SOFTWARE you agree to be bound by the terms of this Agreement. B. TERMS OF LICENSE 1. GRANT OF LICENSE. This License Agreement ("License") permits you to use the specified version of the TypingMaster software product identified above according the following terms: (A) For evaluation purposes, the demo version of the SOFTWARE can be freely used on up to 10 workstations for a period of 30 days but may not be used for commercial purposes. (B) When a single license has been purchased, the full version of the SOFTWARE may be used on any single computer and a second computer in the license owner's personal use so long as the first and second computers are not used simultaneously and the SOFTWARE is not made available to more users than members of the same household. (C) When using the SOFTWARE on more computers, corresponding amount of Workstation Licenses or Concurrent Licenses has to be purchased. The SOFTWARE is in "use" on a computer when it is loaded into temporary memory (i.e. RAM) or installed into permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer except...
Words: 991 - Pages: 4
...Chapter 1 Major Topics for Database: 1. Software 2. Software version 3. license agreement 4. machine 5. machine location 6. install date 7. software requests 8. availability 9. software location 10. access level (by who, e.g., student, teacher, admin user, etc.) STATEMENT OF WORK [Draft] History The law requires that any business, including a school, track its software. It is important to know what software the school owns, in what versions, and what the license agreement for that software is. Whatever the license agreement for particular software, it is essential for the institution to know which software is installed on which machine, where that machine is located, and which users have access to that machine. It is also important to track when the software is uninstalled from a machine and when a machine is retired. Grandfield college currently uses several spreadsheets to track this information. They also track requests for new software, software checkouts to faculty with administrative privileges on their machines, and if installs are successful or run into any problems. When requests for software are received, the software management team must manually access a spreadsheet to see if the school has the data. When new software arrives, they must manually check the licensing agreement online when they don’t know off the top of their head. These agreements vary between being accessible to any computer on site via a server install or having a limited...
Words: 2494 - Pages: 10
...Document hosted at http://www.jdsupra.com/post/documentViewer.aspx?fid=a427e4b9-bec6-4cfe-aada-859daad96445 [Name and address of Target’s Counsel] and address of Target’s Dear [Attorney]: Dear [Attorney]: The The following is a list of certain documents that we would like to review in connection is a list of certain documents that we to review in connection with the proposed acquisition of [Name of Target] (the “Company”). During the course of our the proposed acquisition of [Name of Target] (the “Company”). During the course due diligence documents meeting the specifications of the following due diligence review, additional documents meeting the specifications of the following list may may come documents be forwarded to us. come into existence. If this occurs, we ask that copies of such documents be forwarded to us. In existence. If this occurs, we ask addition, is likely that some of the items requested addition, it is likely that some of the items requested do not exist or are not applicable to the not exist or are not applicable the Company. If this is the case, please so indicate in your response as set forth in Company. If this is the case, please so indicate in your response as set forth in this request. We further ask that all responses to this memorandum be in writing and directed to the attention ask all responses to this memorandum be in writing and of [Attorney’s name and firm’s address]. [Attorney’s name and firm’s address]. Whenever Whenever we have requested...
Words: 6772 - Pages: 28
...Under this special structure, Chinese legal entities hold the sensitive permits and licenses required to do business in China while the offshore holding companies in which foreigners buy shares contract with those onshore entities, which are often controlled by the holding companies’ top executives, to get revenue from fees and royalties. Since the China’s domestic exchanges are dominated by state firms thus any move to clamp down on future use of the VIE structure could leave privately owned companies in many industries with limited options for going public especially the Internet industries. It turns out that Chinese officials is decided to set up extensive controls on the Internet, after social-networking sites and other web-based tools are common and essential in people’s normal life II. My Reaction As we all know, most Internet companies in China take VIE structure to make themselves successfully listed overseas, such as Sina, Baidu, Tencent and Alibaba. If VIE structure is illegal, it is devastating to the all the partners or any stakeholders in these overseas listing companies, as well as those not-listed ones. Overseas company with a VIE structure are just a shell and what makes it valuable is the long-term agreement it assign with the domestic companies. If the agreement has a problem, the shell is worthless. Or if the domestic companies do not apply for all kinds of license qualifications for the VIE structure companies, it will also cause enormous influences...
Words: 418 - Pages: 2
...CGP Life in the UK Study and Practice CD-ROM Licence terms and conditions Coordination Group Publications Ltd (“we”) own the copyright trade mark, trade names, patents and other intellectual property rights subsisting in or used in connection with The CGP Life in the UK Study and Practice CD-ROM (“the Product”) including all documentation and manuals and all other copies which you are authorised to make by this Agreement. It is unlawful to use the Product without our licence. We are willing to license the Product to you only on the condition that you have purchased the Product, and you accept all the terms and conditions contained in this Licence Agreement. By using this Product you agree to be bound by the terms of this Agreement and accept that it is provided for your use only. 1. Licence i. In consideration of your agreement to the terms of this Agreement, we grant you a non-exclusive, perpetual licence to use the Product in accordance with clause 2 below. ii. This licence is not transferable and save as contemplated by this Agreement you shall not permit or enable any third party to use the Product on behalf of or for the benefit of any third party in any way whatever. 2. Permitted use and restrictions i. You may use the Product on any computer which is under your control. ii. You may not install or use the Product on the internet, an internal website (intranet) or any form of Virtual Learning Environment (VLE). iii. The Product may...
Words: 893 - Pages: 4
...LEAVE AND LICENCE AGREEMENT THIS LEAVE AND LICENCE AGREEMENT is made and entered into at Mumbai on this 1st day of April 2008, BETWEEN SHRI. XXXXXXXXXX an adult, Indian inhabitant residing at XX, XXXXXXXXXXXXX, hereinafter referred to as “THE LICENSOR” (which expression unless contrary or repugnant to the context or meaning thereof shall mean and include his legal heirs, executors, administrators & assigns) of the “ONE PART AND SHRI XXXXXXXXXX an adult, Indian inhabitant residing at XX, XXXXXXXXXXXXX, hereinafter referred to as “THE LICENSEE” (which expression unless contrary or repugnant to the context or meaning thereof shall mean and includes his legal heirs, executors, administrators and assigns) of the “OTHER PART’. WHEREAS the Licensor is the lawful and legal owner and is fully seized and possessed of Flat No. XXXXXXXXXX an adult, Indian inhabitant residing at XX, XXXXXXXXXXXXX (hereinafter for the sake of the brevity referred to as (‘The said Flat’.) AND WHEREAS the Licensee has approached to the Licensor with a request to renew the Licensee to temporarily occupy and use the said Flat for Residential Purpose on leave and license basis for a period of 11 months commencing from 14th April 2008 to 13th March 2009. AND WHEREAS the Licensor has agreed to renew Leave and License to the Licensee to occupy and use The Said Flat for a period of 11 months only on the following terms and conditions...
Words: 854 - Pages: 4
...Microsystems, Inc. Binary Code License Agreement for the JAVATM 2 RUNTIME ENVIRONMENT (J2RE), STANDARD EDITION, VERSION 1.4.2_X SUN MICROSYSTEMS, INC. ("SUN") IS WILLING TO LICENSE THE SOFTWARE IDENTIFIED BELOW TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS BINARY CODE LICENSE AGREEMENT AND SUPPLEMENTAL LICENSE TERMS (COLLECTIVELY "AGREEMENT"). PLEASE READ THE AGREEMENT CAREFULLY. BY DOWNLOADING OR INSTALLING THIS SOFTWARE, YOU ACCEPT THE TERMS OF THE AGREEMENT. INDICATE ACCEPTANCE BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS, SELECT THE "DECLINE" BUTTON AT THE BOTTOM OF THE AGREEMENT AND THE DOWNLOAD OR INSTALL PROCESS WILL NOT CONTINUE. 1. DEFINITIONS. "Software" means the identified above in binary form, any other machine readable materials (including, but not limited to, libraries, source files, header files, and data files), any updates or error corrections provided by Sun, and any user manuals, programming guides and other documentation provided to you by Sun under this Agreement. “Programs” mean Java applets and applications intended to run on the Java 2 Platform, Standard Edition (J2SETM platform) platform on Java-enabled general purpose desktop computers and servers. 2. LICENSE TO USE. Subject to the terms and conditions of this Agreement, including, but not limited to the Java Technology Restrictions of the Supplemental License Terms, Sun grants you a non-exclusive...
Words: 2235 - Pages: 9
...The verb license or grant licence means to give permission. The noun license (American English) or licence (British English, Indian English, Canadian English, Australian English) refers to that permission as well as to the document recording that permission. A license may be granted by a party ("licensor") to another party ("licensee") as an element of an agreement between those parties. A shorthand definition of a license is "an authorization (by the licensor) to use the licensed material (by the licensee)." In particular a license may be issued by authorities, to allow an activity that would otherwise be forbidden. It may require paying a fee and/or proving a capability. The requirement may also serve to keep the authorities informed on a type of activity, and to give them the opportunity to set conditions and limitations ------------------------------------------------- Licensing Definition: A business arrangement in which one company gives another company permission to manufacture its product for a specified payment Tweet There are few faster or more profitable ways to grow your business than by licensing patents, trademarks, copyrights, designs, and other intellectual property to others. Licensing lets you instantly tap the existing production, distribution and marketing systems that other companies may have spent decades building. In return, you get a percentage of the revenue from products or services sold under your license. Licensing fees typically amount to...
Words: 609 - Pages: 3
