Please read this document carefully before proceeding. This license Agreement allows organizations to distribute the software and content created for it's use and contains warranty and liability disclaimers. By executing this Agreement, you are confirming your acceptance of the software and agreeing to become bound by the terms of this Agreement.
1. Parties:
This Agreement is entered in to between TGS with offices at 5330 Carroll Canyon road, suite 201, San Diego, CA 92121 and
(Licensee)_________________________________________________ with offices at
____________________________________________________________________The parties agree as follows:
2. Definitions:
(a) "TGS Software" means the 3Space Document Description Language covered by this Agreement, and all related updates supplied by TGS.
(b) A licensed web site is defined by the Home page URL :___________________________________.
The TGS Software may be used in any sub address of the home page URL address.3. License:
This Agreement allows Licensee to:
a) Use the TGS Software on a single web site.
b) Make one copy of the TGS Software in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends found on the original.
c) Supply a link to the TGS web site to access and download of the TGS 3Space Player
d) Fees: The TGS Software is licensed to Licensee on an annual fee basis. This fee is $100.00 per web site usage per year. The fee is payable to TGS upon the execution of this Agreement. TGS will invoice licensee for subsequent annual fees until the agreement is terminated by one of the parties.4. Payment:
Payments upon execution of this Agreement should be made to: TGS, 5330 Carroll Canyon road, Suite 201, San Diego, CA 92121.5. Restrictions:
You may not decompile, reverse engineer, disassemble, or otherwise reproduce the TGS Software to a human-perceivable form. You may not modify, sell, rent, transfer, resell for profit, distribute or create derivative works based upon the TGS Software or any part thereof.6. Ownership:
The foregoing license gives you limited rights to use the TGS Software. You do not become the owner of the TGS Software. TGS and its suppliers retain title to, the TGS Software, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by TGS7. Disclaimer of warranties and of technical support:
The TGS Software is provided to you for an annual fee, and on an "AS IS" basis, without any technical support or warranty of any kind from TGS including, without limitation, a warranty of merchantability, fitness for a particular purpose and non-infringement. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY, FROM STATE TO STATE. These limitations or exclusions of warranties and liability do not affect or prejudice the statutory rights of a consumer; i.e., a person acquiring goods otherwise than in the course of a business.8. Limitation of damages:
NEITHER TGS NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF TGS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. The limited warranty, exclusive remedies and limited liability set forth above are fundamental elements of the basis of the bargain between TGS and you. You agree that TGS would not be able to provide the TGS Software on an economic basis without such limitations.9. Term and Termination:
The Agreement term begins with the Execution date of this Agreement and remains in effect for one (1) year unless terminated. Termination of this Agreement may occur through mutual written agreement of the parties. TGS may terminate this Agreement with thirty (30) days written notice where "cause exists". Cause for termination shall include: Non-payment of agreed license fees when due and failure to comply with any material obligation imposed or sought to be imposed pursuant to this Agreement. TGS shall give Licensee 30 days written notice of specific Cause(s) and shall terminate this Agreement if specific Cause(s) have not been cured within (30) days of such notice. Licensee may terminate this Agreement at any time by giving TGS (30) thirty days notice of such termination.10. Government end users (USA only):
RESTRICTED RIGHTS LEGEND The TGS Software is "Restricted Computer Software." Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable." Manufacturer: TGS, Inc., 5330 Carroll Canyon Road., Suite 201, San Diego, CA 92121-3758, USA.11. General:
This Agreement shall be governed by the internal laws of the State of California. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. All questions concerning this Agreement shall be directed to: TGS, Inc., 5330 Carroll Canyon Road., Suite 201, San Diego, CA 92121-3758, USA.
By Execution of this Agreement the parties agree to the terms as defined above.
_____________________ TGS, Inc. Licensee _____________________ _____________________ Signature Signature _____________________ _____________________ Print Name Print Name _____________________ _____________________ Date Date TGS, Inc., Carroll Canyon Road., Suite 201, San Diego, CA 92121-3758, USA.
© TGS 3Space Document Distribution Agreement (July 7, 2000)