1. DEFINITIONS

• "Anonymized Data" means specification data processed by the Software and/or stored in Licensor's database that does not include the project name, project number or any pricing information.
• "Concurrent User" means a software license type which permits a certain number of Licensee's employees to access and use the Software at any given time.
• "Derivative Works" means any work based upon the Software, such as revision, enhancement, or modification of the Software in any form or any compilation that incorporates the Software.
• "Documentation" means all electronic or printed material referencing the Software, including all content found at www.specsources.com.
• "Enterprise License" means Licensee is permitted to use and access the Software throughout its organization for its internal business purposes only.
• “Intellectual Property” means all Licensor’s pre-existing Software, Documentation, patents, copyrights, trademarks, work product, and trade secrets.
• “License” means this End User License Agreement under which Licensee is granted the right to use and access the Software.
• “License Fee” means the fee paid by Licensee as consideration for the use and access of the Software for the Term defined in this License.
• “Licensee” means you, the entity to which Licensor is providing the Software and Documentation.
• “Licensor” means Specsources, Inc.
• “Software” means Specsources, Inc., Version 5 Software (“V5”).
• “Support Charges” means the annual fee paid by Licensee to Licensor for Licensor’s Support Services and Upgrades.
• “Support Services” means help desk support of the Software, including bug-fixes, patches, and training.
• “Third-Party Software” means any proprietary computer software owned by a third party, including enabling and embedded software required to use V5.
• “Upgrade” means enhanced and/or modified versions of the Software.

2. LICENSE GRANT

Licensor hereby grants you a non-transferrable and non-exclusive license to access and use the Software and Documentation for your internal business purposes only. You may use the Software in accordance with your license type and quantity as defined in Section 5 of this License or in an order placed under this License.

• For Concurrent User licenses, you may permit the total number of your employees for which you have purchased Concurrent User licenses to use and access the Software at any given time.
• For an Enterprise License, you may permit anyone within your organization as it exists as of the Effective Date of this License to access and use the Software at any time. If your organization expands by acquisition or merger you must pay additional fees at Licensor’s then-current published rate to enable Enterprise License usage throughout the resulting organization.
• You may not:
  • Permit third-parties to access or use Software except under the terms and conditions listed above;
  • Modify, translate, reverse engineer, decompile, disassemble the Software, except to the extent applicable laws specifically prohibit such restriction;
  • Use the Software in combination with any Third-Party Software except as expressly permitted in the Documentation;
  • Create Derivative Works of the Software;
  • Rent, lease, transfer or otherwise transfer rights to the Software to a third party;
  • Remove any proprietary or confidential information notices or labels from the Software.

3. TERMINATION

Either party may terminate this License for any reason by providing the other party ninety (90) days written notice of its intent to terminate. This License will terminate automatically if you fail to comply with the terms and conditions described in this License Agreement. Immediately upon termination, you must destroy all copies of the Software and Documentation. In the event of termination, you shall immediately pay all unpaid License Fees and Support Charges. You shall not be entitled to any refund of previously paid License Fees or Support Charges.

4. SUPPORT SERVICES

Your payment of Support Charges entitles you to Support Services and Upgrades to the Software for one year, beginning on the date of payment and ending one year thereafter. Support Services shall automatically renew annually for a one-year period unless you provide a minimum of ninety (90) days written notice of your intent to terminate the License and/or the Support Services.

5. DATA BACKUP AND RECOVERY

Licensor utilizes Microsoft SQL Server as its database platform. The SQL Server is NOT backed up using most typical Windows back up programs. Your firm’s IT Department, whether inhouse or a contractor is responsible for backing up the SQL Server. We recommend a complete backup of your data AT LEAST once per day, if not two to four times per day. Any data loss due to a SQL Server not being backed up is the sole responsibility of Licensee.

6. PAYMENT TERMS

You agree to pay Licensor’s published or quoted License Fees for the Software license type you have been granted. You agree to pay Licensor’s published or quoted first year Support Charges for the Software. All License Fees shall be due and payable on the earlier of the date you sign this License or your first use of the Software. Support Charges shall be due and payable immediately upon renewal of the Support Services. You agree to pay all License Fees and Support Charges within thirty days of the payment due date. Licensor reserves the right to increase the Support Charges on an annual basis without prior notice at a rate equal to the greater of the increase in the prior year’s Consumer Price Index, as defined by the US Department of Labor or five percent (5%).

7. INTELLECTUAL PROPERTY

All Software and Documentation is licensed and not sold. You agree that Licensor owns all proprietary rights in all Licensor’s Intellectual Property, including but not limited to any Software, Documentation, patent, copyright, trade secret, trademark, work product, or any other proprietary right. You agree that Licensor owns all Derivative Works, regardless of the source of development. You have no right to create Derivative Works under this License. Licensor’s Software is protected by U.S. and international copyright law.

8. DISCLAIMER OF WARRANTY

THE SOFTWARE IS PROVIDED ON AN AS IS BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY YOU. SHOULD THE SOFTWARE FAIL OR PROVE DEFECTIVE FOR ANY REASON, YOU SHALL ASSUME THE ENTIRE COST OF ANY SERVICE OR REPAIR.

9. INDEMNITY

You agree to indemnify and hold harmless Licensor against any and all claims by any third party for infringement of any intellectual property right resulting from your use of the Software in any way not expressly authorized by the Documentation, including use of the Software in combination with any Third-Party Software or hardware.

10. LIMITATION OF LIABILITY

LICENSOR IS NOT RESPONSIBLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. LICENSOR’S TOTAL LIABILITY UNDER THIS LICENSE FOR ANY CLAIM UNDER ANY LEGAL THEORY SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES AND SUPPORT CHARGES PAID BY YOU DURING THE TWELVE MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM ACCRUED. LICENSOR SHALL HAVE NO LIABILITY FOR ANY CLAIM BROUGHT BY YOU MORE THAN TWELVE MONTHS AFTER THE CLAIM ACCRUED. NOTWITHSTANDING THE ABOVE, LICENSOR SHALL HAVE NO LIABILITY FOR ANY CLAIM AFTER THE TERMINATION OF THE LICENSE, REGARDLESS OF WHETHER THE CLAIM ACCRUED PRIOR TO THE TERMINATION DATE.

11. ANONYMIZED DATA

Anonymized Data is considered Licensor’s work product and shall be owned solely by Licensor. Licensor may provide Anonymized Data to third parties with all references to project name, project number, and pricing information removed.

12. GENERAL

• If any provision of this License is found to be unenforceable, the remaining terms and conditions of this License shall continue in full force and effect.
• You agree not to assign or transfer your rights or obligations under this License to any third party without the prior written consent of Licensor.
• Any dispute arising out of or in connection with this License shall be brought in the appropriate state court in Atlanta, Georgia. This License and all matters related to this License shall be construed and interpreted in accordance with the laws of the State of Georgia.