CorporateLicenseandServicesAgreement公司许可及服务协议.docx

Corporate Lice nse and Services Agreeme nt公司许可及服务协议-
This Agreeme nt is made betwee n AAA,In c., a
(STATE) Corporatio n, located 2 ( AAA ) and BBB, In c., an (STATE) corporati on, located at
( Customer ). The Agreeme nt shall be effective a, of (M,D,Y)
(Effective Date ) and shall replace the Software License and Services Agreemand Amendment to Software License and Service Agreement dated ,,
M,D,Y) in its entirety. AAA is the owner of proprietary in formatioing and retrieval software. AAA and Customer agree that the following terms aconditions will apply to each lice nse gran ted and all services provided undAgreeme nt.
1. PRODUCT LICENSE
Products are the computer software owned or distributed by AAA andspecified in an order form ( Order Form ) for which Customer is gran ted a lipursua nt to this Agreeme nt; and any related documentation, user guides,installation instructions and release notes ( Documentation ), and updates prby AAA to

Customer. Application means the resulting product package
including the Product coupled with the CustOmerlue added applicati onssoftware an d/or databasewith which the Product is to be coupled. Run-TimeSoftware means AAA sprograms, in object code form, which are required for theexecutio n of the Applicati on. Subscriber means a third party who is gran tedto the Applicati on by Customer on an in teractive basis. On-Li ne Service meany dial-up, remote access, i nteractive, In ter net-based or other on-line sWorld Wide Web site supported by one or more servers.
1.1 Rights Gran ted
(a) Grant. AAA hereby grants to Customer the non-exclusive, non- transferable, non-assig nable right to: (i) use the Products solely fokCuwtomerinternal data processing operations either on the nu mber of CPUs or by the nuof con curre nt users as defi ned on an Order Form or ame ndme nt hereto, or ispecified, by a sin gle user on a single computer; (ii copy the Products for abackup purposes only; (ii reproduce the Documentation up to the total nu mberProduct lice nses acquired by Customer, and (iv use the Run-Time Software as ]of the Applicati on for the purposes of making such Application accessible tousable by end users of such Application as Subscribers for up to the number o
Subscribers

permitted pursua nt to Exhibit A.
Customer has no right to distribute to third parties any Products or Applvia an On-Li ne Service.
(b) Restricti ons. Customer shall not: (i) use the Products outside of thto which AAA initially delivers such Products to Customer; (ii reproduce or mo^Products except as allowed here in; (ii cause or allow discovery of source coany way; (iv rent or lease the Products or their direct derivatives; or (v) maon any warranty on behalf of AAA to such Subscribers and shall ensure that neit nor any of its agents or employees shall make or pass on any warranty on belVerify for such Subscribers.
(c) Title. Title to and ownership of all proprietary rights in the Produany Product developme nt made by AAA, will at all times remain the property ofor its licensors. Title and own ership of all proprietary rights in the Appli(from the Run-Time Software, i ncludi ng any copyright, pate nt, trade strademark or other intellectual property rights will at all times remai n the
Customer.

(d) Proprietary Notices. Customer agrees to reproduce the copyright,trademark and other proprietary notices contained on or in the Products as delto Customer on all copies of such Products and not to remove such no tices.
(e) Branding. Customer shall: (i) include a copyright notice on an appliweb page of the Applicatio n in dicat ing that porti ons of the Applicati ontech no logy used un der lice nse from AAA,Inc.; (ii) cooperate with and support AAA in its press release materials andclient testimonial; and (iii)include the AAA
logo on any HTML docume nt that in cludes the search fun cti on or in the alton the results list provided by the search. Further, Customer agrees to issueand mutually agreed upon press release announcing the project involving thelicensed Product (Project ) and AAA s participation and value not morGfea^thanfrom the Effective Date.
1.2 Delivery and Accepta nee. AAA will use its best efforts to deliveryProducts ordered by Customer within.
days after AAA accepts the Order Form for such Products. All shipments will bmade F.O.B. AAA s shipping location. The Products shall be deemed accepted ondelivery.

1.3 Record and Report. Customer shall keep complete and accurate recordsrelating to its use of the Products and Application in accorda nee with sta nin ess practices. With__n days
after each calendar quarter, Customer shall provide AAA with a writte n salesdetaili ng, at a minim um, i nformatio n regard ing the number of aggregateSubscribers and the number of new Subscribers added duri ng such quarter, i n(ing (i) the nu mber of such Subscribers broken down by State of location; (iiaccounting of the sublicense fees associated such Subscribers; and (iii)maintenance and support fees due to AAA associated with such Subscribers. Toassure complia nee with the payme nt and report ing requirements of this AgreeiAAA or its independent auditors may inspect Custoi'srapplicable records fromtime to time, but no more freque ntly tha n once per year. I n the eve nt anyon of Customer's records indicates an underpayment ci n amount equal to orgreater than five percent (5%) of any amounts due hereunder, Customer shallpromptly reimburse AAA for all reas on able expe nses associated with suchinspection along with the deficient amounts.
2. PRODUCT MAINTENANCE AND PROFESSIONAL SERVICES
Maintenance Services shall be provided in accordanee with

AAA s Maintenance
Services Program as provided in Exhibit C. AAA will provideMaintenance
Services for a Product duri ng each period for which Customer has pa'd Mfee for such Maintenance Services ( Maintenance Fee ).1 nitial MaintenanServices, if purchased, beg in either on the date theProducts are shipped to Customer, or the effective date set forth on the Orde(Comme nceme nt
Date ). AAA will make available to Customer professionalconsulting and training services for the Product under the terms and con sidefor payme nt of AAA s fee for such services and reas on able out of pocket ex
mdard applicadohe dsietiivhnss ofgreeme nt-sibinns^A.Ae
Customer will be resp on sible for provid ing all support services requir
Subscribers. Customer shall be responsible for creating and distribut in；documentation relating to the Products or Application for Subscribers.
Customer shall have the right to in corporate porti ons of AAA s Documentatio
Customer s documentation, provided the copyright and trademark provisi ons
(Proprietary Notices) are complied with. Customer agrees that
no con fide ntial in formati on shall be made available to Subscriber.

3. TERM AND TERMINATION
The pricing stated on Exhibit A shall remain in effect for a periodofThe term of this Agreeme nt will beg inon the Effective Date and will con ti nue uni ess termi nated pursua nt to thi3. Either party may terminate this Agreement upon days writte n no tice to tlof a material breach of this Agreement by the other party if the defaulting pnot cured such breach with in su_h day period; provided,
however, that AAA may termi nate this Agreeme nt immediately upon delivery ofnotice in connection with any breach by Customer of Secti on 1.1(a), (b), (c)Upon term in atio n of this Agreeme nt for any reas on, the lice nse gran tedCustomer in Secti on 1.1 and all other rights granted to Customer under thisAgreement shall immediately cease, and Customer shall immediately return to AAor certify the destruction of, all copies of Products i'sCposomesi on.
However, if the Agreeme nt termi nates or expires for any other reas on otherAAA s term in ati on of Customer in accorda nee with this Secti on, the n theCustomer shall have the right to continue to use intern ally at no additi onaboth the Products and the Applicati on actually deployed prior to the date ofexpiration or termination. Notwithstanding the above, after the termination oAgreement, the number of Subscribers who are actively using an Applicati onthrough a pers onal computer or server

upon which such an Applicati on, respectively, is in stalled as of the date oati on, and no new Subscribers may be added. The rights and obligations contain Sections 1.1(b), 1.1(c), 1.1(d) 1.3, 5.4, 6 and 8 and any payme nts due hder shall survive any termin ati on of this Agreeme nt.
4. INFRINGEMENT INDEMNITY
AAA agrees to defe nd, i ndemn ity and hold Customer harmless from allsettlements agreed to by AAA and all costs and damages awarded to a third partthe exte nt they arise out of a claim that the Products as delivered to Custoinfringe a U.S. copyright, U.S. Pate nt. Such obligati on is subject to the fcon diti ons: (i) Customer shall no tify AAA in writi ngdawisthofinthedate Customer first becomes aware of a claim; (ii) AAA has sole control rjfastorsettlement, compromise, negotiation and defense of any such acti on; and (iiiCustomer gives AAA all reas on ably available in formati on, assista nee andauthority, at AAA expe nse, to en able AAA to do so. AAA may, at its opti on,the right to con ti nued use of the Products, substitute other equivale nt sofmodify the Products so they are no Ion ger infringing, or, if none of the forremedies are commercially feasible, terminate Customer? right to the allegedlyinfringing Products andrefund to Customer the amount which Customer has paid for such

Products. The foregoing indemnity shall not apply to any infrin geme nt claimfrom Products which have bee n modified by parties other than AAA or use of tProducts in conjunction with other software or hardware where use with such osoftware or hardware gives rise to an infringement claim. THE FOREGOINGSTATES CUSTOMERS SOLE AND EXCLUSIVE REMEDY WITH RESPECT TOCLAIMS OF INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS OFANY KIND, AND AAA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OFNONINFRINGEMENT.
Customer agrees to defe nd, i ndemnify and hold AAA harmless from allsettlements agreed to by Customer and all costs and damages awarded to a thirparty to the exte nt they arise out of: (i) Cu aroiies Subscribers use of anyproduct not provided by AAA but used in conjunction with the Product if suchwould have bee n avoided by exclusive use of the Product, or (ii) n eglige nemisrepresentation, or error or omission on the part of Customer or representat
Customer, (iii) Customer) r Subscriber^infringement of any content providersintellectual property, or (iv) any claims, or express or implied warranties orepresentations made by Customer or Custome.s employees or agents notauthorized by this Agreeme nt.
5. WARRANTIES AND DISCLAIMERS

5.1 Warranty for Products. AAA warrants to Customer that
Products will perform substantially in accordanee with the Documentation forperiod of days after the
Comme nceme nt Date for such Product ( Warranty Period ). If duri ng the WarrPeriod, Customer reports a Product error which preve nts the Product from meetthis warra nty, AAA will correct the error, in accordancewith its MaintenanceServices Program. If AAA is un able to correct or provide a reas on able workund for the error, AAA will accept the return of the defective Products and Arefund the license fees paid by Customer for such Products. This limited warrshall not apply if the Product has been modified without' AAAxpressauthorization. The foregoing
is Customer's sole and exclusive remedy for breach of warranty by AAA for theProducts.
5.2 Warranty for Product Media. AAA warrants to Customer that during theWarranty Period the media on which a Product is furnished by AAA under thisAgreement is free of defects in materials and workma nship un der no rmal useCustomer reports a defect in the media duri ng the Warra nty Period AAA will r(it
at no charge. The foregoing is Customer ' s sole and exclusive remedyfor breach of warra nty by AAA for the Product media.

5.3 Warra nty for Professi onal Services. AAA warra nts that anyprofessi onal services provided to Customer pursua nt to Secti on 2 will be oprofessi onal quality, conforming to gen erally accepted industry standards apractices for similar services and products. If AAA fails to perform such serwarranted hereunder and Customer reports such failure to AAA during tdhayperiod after the completion of such services, AAA will, at its expense, reperservices. The foregoing is Custoniesr le and exclusive remedy for breach ofwarranty by AAA for professi onal services.
5.4 Disclaimer of Warranties. Except for the warranties provided above,Products are provided on an AS IS basis. AAA does not warrant that the Producwill meet Customer' s requirements, that the operation of the Products will beuninterrupted and error-free, or that the Products will operate in comb in athardware an d/or software products not supplied by AAA. EXCEPT FOR THEEXPRESS WARRANTIES STATED ABOVE, AAA MAKES NO ADDITIONAL
WARRANTIES, EXPRESS, IMPLIED
OR STATUTOR Y, AS TO ANY OTHER MATTER WHATSOEVER. INPARTICULAR, ANY AND ALL WARRANTIES OF MERCHANTABILITY , FITNESSFOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREB Y
EXPRESSL Y DISCLAIMED.

6. LIMITATIONS OF LIABILITY
6.1 Limitations on Damages: AAA SHALL NOT BE LIABLE OR OBLIGATEDIN ANY MANNER FOR ANY LOSS OF USE, INTERRUPTION OR BUSINESS, OR
ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OFANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OFACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCTLIABILITY , OR OTHERWISE, EVEN IF AAA HAS BEEN INFORMED OF THEPOSSIBILITY THEREOF IN ADV ANCE. NOTWITHSTANDING ANY OTHERPROVISION OF THIS AGREEMENT, AAA S LIABILITY TO CUSTOMER ORSUBSCRIBERS UNDER THIS AGREEMENT SHALL NOT EXCEED, IN THEAGGREGATE, THE LICENSE FEES DUE TO AAA UNDER THIS AGREEMENTFOR THE PRODUCT WHICH IS THE BASIS OF THE CLAIM..
6.2 Limitations on Time. No action may be brought under this
agreeme nt at any time more tha n mon ths after the causeof acti on arose.

7. FEES AND PAY MENTS
Customer agrees to pay AAA the fees set forth in the releva nt Order Ithe Products and services provided to Customer under this Agreeme nt.voices for payme nt of Product lice nse fees and in itial Maintenance Fees
rendered to Customer upon AAA sshipment of the Products. Maintenance :ewal fees willbe in voiced in accorda nee with the then-current MaintenanceServices Program .In voices for payme nt of professi onal services an d/or
training will be rendered monthly. Payment is due wdens from
the date of in voice. In additi on to any payme nts due to AAA un derAgreeme nt, Customer will pay all applicable taxes based uponsAnet in come
8. GENERAL
8.1 Controlling Law and Forum. This Agreement shall be governed by the
of the U.S. and the State of California without application of the principlof laws. The jurisdiction for any legal action shall be a state or federalClara Coun ty, California.

8.2 No