Free Materials Licence Agreement

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Last Modified: 18-March-2011

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. YOUR ACCESS TO AND USE OF THE LICENSED MATERIAL (AS DEFINED BELOW) CONSTITUTES YOUR ACCEPTANCE OF ALL THE PROVISIONS OF THIS AGREEMENT.  IF YOU ARE UNWILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT ACCESS THE LICENSED MATERIAL.  By INDICATING YOU ACCEPT THE TERMS AND CONDITIONS OF USE YOU agree as follows:

This License Agreement (this “Agreement”) is entered into by and between Network Frontiers, LLC, (“Licensor”) and you (“Licensee”), and governs Licensee’s use of certain Licensed Material (as defined below) that Licensor chooses to make available to Licensee via the account Licensee has created (“Account”) on Licensor’s Website, www.unifiedcompliance.com, or any successor website thereto (the “Website”).  Each of Licensee and Licensor is referred to herein as a “Party” and collectively as the “Parties”. 

1.Definitions

1.1.Licensed Material” means any products, tools and content made available to Licensee via Licensee’s Account on the Website as part of the browser-based views of the Unified Compliance Framework, including but not limited to any control matrices, glossaries, policies, standards and procedures, software, data structures, and mappings, in any format provided by Licensor, and any and all modifications, updates or enhancements thereto provided to Licensee via such Account on the Website.

1.2. “Unified Compliance Framework” refers to Licensor’s proprietary work known as the Unified Compliance Framework, together with any and all modifications, updates or enhancements thereto and derivative works thereof, including products of Licensor with similar function regardless of any change in name or nomenclature.

2.License

2.1.Grant.  Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right and license (the “License”) to access and use the Licensed Material solely within Licensee’s internal business operations for management of Licensee’s internal compliance needs, but not for or in connection with the provision of any form of services to any third party, including, but not limited to, consulting services or service bureau or shared services.  Licensee shall not grant to any third party access to Licensee’s Account for use of the Licensed Material or otherwise.

2.2.Restrictions.  Licensee shall have no right to (a) modify, adapt, alter, translate, or create derivative works of the Licensed Material; (b) merge the Licensed Material with other software or products; (c) sublicense, lease, rent, loan, resell, distribute or otherwise transfer or make available the Licensed Material (in whole, in part, or in any derivative form) to any third party, (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the underlying source code, data structures or mappings for the Licensed Material; or (e) otherwise distribute, copy, reproduce, publicly display or use the Licensed Material. The Licensed Material and the information contained therein is licensed solely for use within Licensee’s own organization and may not be otherwise used without the express prior written consent of the Licensor.

2.3.Ownership.  Licensor owns, and shall retain all right, title and interest in and to (a) the Licensed Material, (b) all reports, analyses, policies, compilations, data, studies and other materials which contain or otherwise reflect or are generated or derived from the Licensed Material (“Reports”), (c) the Unified Compliance Framework, (d) all copies, modifications and derivative works of any of the foregoing, and (e) all intellectual property rights therein; provided, however, that, subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a royalty free, fully paid-up, nonexclusive, non-transferable license to continue to use any Reports to the extent embodied or incorporated into in any internal policies or procedures adopted by Licensee.

2.4.No Maintenance, Support or UpgradesLicensor is not required to provide any maintenance or support services or upgrades with respect to any Licensed Material under this Agreement.

3.Term and Termination.

3.1.Term.  This Agreement shall become effective as of the date it is accepted by Licensee as set forth above and shall remain in effect until terminated.

3.2.Termination.  Licensor may terminate Licensee’s access to the Licensed Materials and terminate this Agreement at any time, with or without prior notice, at Licensor’s sole and exclusive discretion.

4.Disclaimers.

4.1.Use of Products.  The Unified Compliance Framework and Licensed Material are intended for informational, educational and reference purposes only and do not constitute nor substitute for legal, accounting, regulatory or other professional advice. Licensee may not and shall not rely on the Unified Compliance Framework and Licensed Material for such advice.  Licensee is encouraged to seek the guidance of a licensed professional if such advice is required.  Licensor makes absolutely no claims, representations or warranties that the use of or reliance upon any Licensed Material will cause Licensee or any of its Affiliates to achieve compliance with any laws, regulations or authority documents and hereby disclaims any and all such representations or warranties.

4.2.Disclaimer of Warranties.  THE LICENSED MATERIAL IS LICENSED AND PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND.  lICENSOR HEREBY DISCLAIMS all WARRANTIES, whether express or implied, including but not limited to THE IMPLIED warranties of merchantability, TITLE, NON-INFRINGEMENT AND fitness for a particular purpose.  Use of the Licensed Material is at licensee’s own risk, and by so using the Licensed Material, licensee releases licensor and all other contributors to the Licensed Material from any and all liability that may arise in connection with such use.

5.Limitation of Liability.

LICENSOR SHALL NOT BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  LICENSOR’S MAXIMUM LIABILITY FOR ANY DAMAGES UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).

6.General Provisions.

6.1.Entire Agreement.  This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations with respect to the subject matter hereof.  Licensee may not amend this Agreement without the express, prior written consent of Licensor.  Licensor may amend this Agreement at any time.  Licensor shall notify Licensee of any amendments to this Agreement by posting an updated version of this Agreement on Licensor’s web site specifying the date this Agreement was last modified.

6.2.No Waiver.  Failure by either Party to enforce its rights in any particular instance under this Agreement shall not be deemed a waiver of those rights.

6.3.Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of California and the United States, as applicable, without regard to principles of conflicts of law.  Licensee irrevocably agrees that any legal action, suit, or proceeding brought by it in any way arising out of this Agreement must be brought solely and exclusively in state or federal court located in San Francisco in the State of California.  Licensee irrevocably accepts and submits to the sole and exclusive jurisdiction of each of the aforesaid courts in personam, generally and unconditionally with respect to any action, suit, or proceeding brought by it or against it by Licensor.  Licensee further consents to the jurisdiction of any state court located within a district which encompasses assets of Licensee against which a judgment has been rendered solely for the enforcement of such judgment or award against the assets of Licensee.  In any action or proceeding to enforce rights under this Agreement in which Licensor prevails, Licensor shall be entitled to recover costs and attorneys’ fees.

6.4.RemediesLicensee acknowledges that the Licensed Material contains valuable trade secrets and proprietary information of Licensor, that any actual or threatened breach of  this Agreement with respect to any Licensed Material, including but not limited to any trade secrets contained in the Licensed Material or the Unified Compliance Framework, or any actual or threatened breach of Section 2.2, will constitute immediate, irreparable harm to Licensor for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

6.5.Headings.  The headings and captions contained in this Agreement are for convenience only and are not to be used in the interpretation of this Agreement.

6.6.Severability.  Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is found to violate a law, it will be severed from the rest of the Agreement and ignored and a new provision deemed added to this Agreement to accomplish to the extent possible, the intent of the Parties as evidenced by the provision so severed.

6.7.Basis Of Bargain.  EACH PARTY ACKNOWLEDGES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.