Intellectual Property License Agreement
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is by and between
Company name and address
TenStep, Inc. (hereinafter referred to as “we,” “us” or “our”) will license PortalStep™ (the “Product”) to Company name (hereinafter referred to as “you” and “your”) in accordance with the terms and conditions of this Agreement. PortalStep contains the full content of the TenStep Project Management Process™ (the “Content”) at the time of the Agreement effective date.
The term “Licensed Users” refers to all project managers and team members that are designated as licensed users of the TenStep Project Management Process. The term “Premium Content” refers to all Content on the www.TenStep.com website that is password protected. “Non-premium Content” refers to all other Content on the www.TenStep.com website.
License and Fees
Subject to the terms and conditions set forth in this Agreement, we hereby grant to you a limited use, non-exclusive, non-transferable licenses to utilize the Product as set forth herein. This license gives you the right to use, alter, modify, adapt, create derivative works from, the Product as appropriate for use by your company for its internal use. In consideration of the license of the Product, you will pay us an “Initial Fee”. For the Initial Fee, we grant to you a perpetual license, subject to termination, to utilize the Product.
Access to Content
The Product contains some Premium Content. You must make a reasonable business effort to ensure that Premium Content is only made available to the Licensed Users. There are no restrictions made on access to the Non-premium Content.
This Agreement is between “you” and “us”. No other individuals or companies are covered, and no one else has the licensed right to use the Product unless added under a separate agreement. This license does not give you the right to sublicense, publish, display, give, export or distribute, sell, or resell the Product or use the Product for any other purpose, to any third-party company or individual without our prior written consent.
You may choose to make the Non-premium Content available to individuals in your company that are not Licensed Users. However, you must make a reasonable effort to ensure that only Licensed Users utilize the TenStep Project Management Process within your company.
Trademarks and Copyrights
PortalStep, and the TenStep Project Management Process, website, and all associated material remain our property. The “TenStep Project Management Process” and “PortalStep” name and logo are trademarked to TenStep, Inc., and all of the Content is under copyright protection. (if a regular option) and you will continue to display the TenStep name, logo and copyright on the bottom of each webpage containing our Content. This does not preclude you from adding new and original content to the Product for use within your company. You will own the intellectual property rights to any original content that you add to supplement our material. You agree that we may include your company name as a licensed user of the Product. (If a rebrand option) You have the right to rebrand this material and remove our name and logo. However, you must still recognize the TenStep, Inc. copyright. This copyright acknowledgement can be made at the beginning and/or end of the rebranded material, and should state “All or portions of this material are the Copyright of TenStep, Inc., 2002-2003”.
Effective Date and Termination
This Agreement is effective after we receive the Initial Fee and a signed copy of this Agreement from you and will continue until terminated. You may terminate this Agreement at any time. We may terminate this Agreement if you breach any term of this Agreement and fail to cure that breach within 10 days after receipt of written notice from us. Upon termination, you agree to destroy all copies of the Product in your possession and provide written notice of such destruction.
Warranties Disclaimed and Limitation of Liability
The value that you receive from the Product is based on the implementation and use within your company. You assume all risk as to the use of the Product. There can be no refunds of license fees after they are made. There is no stated follow-up support provided with this Agreement. THE CONTENT IS LICENSED “AS IS” WITH NO EXPLICIT OR IMPLIED WARRANTIES OF ANY KIND INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR INABILITY TO USE THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR LIABILITY FOR ANY DAMAGES OR LOSS TO YOU OR THIRD PARTY EXCEED THE LAST FEES ACTUALLY PAID BY YOU FOR THE PRODUCT.
There are no Content updates provided with this Product. You are responsible for monitoring updates made to the www.TenStep.com website and incorporating those updates, if you choose to do so. If you do not pay the applicable yearly renewal fee for your TenStep Project Management Process license, you will no longer have access to Premium Content updates.
The Product consists of simple html, Microsoft Office, Microsoft Project, jpg, gif and Adobe PDF files. There are also associated control files used by Microsoft FrontPage. We will make a reasonable business effort to ensure there are no viruses or harmful files on the Product CD.
The Product is delivered in a manner as shown on www.Portal-Step.com. We make no claim as to the efficiency or sophistication of the web html. You may change the html to meet your own internal standards or preferences.
This Agreement shall be interpreted and construed in accordance with the laws of the State of Georgia.
If any provision in this Agreement is determined by a competent authority to be unenforceable, all other provisions of this Agreement shall continue in full force and effect. If any of these circumstances occur, then the parties agree to endeavor in good faith to negotiate such amendment or amendments to this Agreement as will restore the relative desired benefits and obligations of the parties under this Agreement immediately prior to such holding, modification or condition.
The headings of each paragraph of this Agreement are inserted solely for the reader’s convenience, and are not to be construed as part of the Agreement.
We may assign this Agreement to our successors and assigns. You may assign this Agreement to any company, which directly or indirectly controls you or is controlled by you or is under common control with you, provided that the assignee expressly and in writing assumes all of your obligations hereunder. You may make no other assignment without our written consent.
All notices under this Agreement shall be in writing and shall be delivered to the address provided above and shall be deemed effective (i) immediately upon personal delivery; (ii) the day after delivery to a reputable overnight courier; or (iii) three (3) days after mailing by certified mail (return receipt requested) with all postage and charges prepaid.
This Agreement constitutes the complete agreement of the parties with respect to the licenses granted hereunder. This Agreement supersedes all prior proposals and understandings, whether oral or written, with respect to such subject matter, and may be modified only be a writing signed by both parties. Either party’s waiver of, or failure to exercise, any right provided for in this Agreement shall not be deemed a waiver of any further or future right or provision under this Agreement. This Agreement covers your use of the Product. Your use of the Content continues to be subject to your TenStep Project Management Process Intellectual License Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by a duly authorized representative.
TenStep, Inc. Company Name