INDY ACOUSTIC RESEARCH LLC REPORT LICENSING AGREEMENT
Copyright © 2024
END-USER LICENSE AGREEMENT
FOR ALL SOFTWARE, DATA AND ELECTRONIC BOOK (E-BOOK) ITEMS INCLUDED IN THIS DISTRIBUTION
IMPORTANT – PLEASE READ THIS END-USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING OR USING THE PRODUCT(S) INCLUDED IN THIS DISTRIBUTION/INSTALLATION.
This AGREEMENT constitutes a legally binding agreement between you or the business and/or entity which you represent (“You” or “LICENSEE”) and INDY ACOUSTIC RESEARCH LLC (“IAR”, or “Licensor”) for all IAR products, e-books, software, reports, databases, formulas, theories, widgets, frameworks, source code, demos, examples, intermediate files, media, printed materials and documentation (“LICENSED PRODUCT(S)”) included in this distribution/installation. For the sake of clarity, individuals within the business or entity which you represent must be validated by a legitimate and currently valid e-mail address of the same domain name (e.g. “@companyxyz.com”) as the individual purchaser identified by the contact information in the sales form (“LICENSEE COMPANY”).
By purchasing, installing, copying or otherwise using the Licensed Products, you acknowledge that you have read this Agreement and You and the business and/or entity which you represent agree to be bound by its terms and conditions. If you are representing a business and/or entity, you acknowledge that you have the legal authority to bind the business and/or entity you are representing to all the terms and conditions of this Agreement.
This Agreement shall be the sole and exclusive Agreement covering the Licensed Products regardless of other Agreements between Licensor and the Licensee, and replaces and supersedes all discussions, agreements and writings in respect hereto, unless expressly set out in a signed amendment to this License Agreement.
The License Fee, also known as the purchase price, is the amount paid (in US Dollars) to Licensor for use of the Licensed Products. Licensee is responsible for any taxes or duties due to the ownership or payment of the Licensed Products.
Licensor hereby grants to Licensee a worldwide, non-exclusive right to use, copy, internally distribute within Licensee Company and otherwise utilize the Licensed Product(s) in exchange for the License Fee. Licensee has no right to sublicense or otherwise distribute, in whole or in part, the Licensed Products outside the Licensee Company.
LICENSOR MAKES NO REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCT(S), OR THAT THE EXERCISE BY LICENSEE OF THE RIGHTS GRANTED UNDER THIS LICENSE AGREEMENT, WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF A THIRD PARTY. WITHOUT LIMITATION, LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY, CONDITION, OR REPRESENTATION THAT THE LICENSED PRODUCT(S): (A) CORRESPONDS TO A PARTICULAR DESCRIPTION; (B) IS OF MERCHANTABLE QUALITY; (C) IS FIT FOR A PARTICULAR PURPOSE; (D) IS DURABLE FOR A REASONABLE PERIOD OF TIME; OR (E) THE INFORMATION WITHIN THE LICENSED PRODUCT HAS INFALLIBLE ACCURACY OR PRECISION WHICH WOULD BE ULTIMATELY RELIED UPON BY LICENSEE FOR ANY PURPOSE INCLUDING, BUT NOT LIMITED TO, ACTS RESULTING IN INJURY.
Licensor will not be liable for any damage or loss, whether direct, consequential, incidental, or special which Licensee or its agents suffer arising from any defect, error or fault of the Licensed Product(s) or its failure to perform, even if Licensor has been advised of the possibility of such defect, error, fault, or failure. Licensor makes no warranty regarding the accuracy of any information presented. Licensee acknowledges that it has been advised by Licensor to undertake its own due diligence regarding the Licensed Product(s).
You understand that the Licensed Products may be provided in digital formats which could be proprietary or subject to Licensing agreements from third-parties, and that Licensor is not affiliated with these third-parties nor responsible for providing You with compatible software to read, use, edit or format the Licensed Products.
Except as expressly set out herein, nothing in this License Agreement:
constitutes a warranty or representation by Licensor as to title to the Licensed Product(s) or that anything made, used, sold or otherwise disposed of under any license granted under this License Agreement is or will be free from claims or allegations of infringement of patents, copyrights, trade-marks, industrial design or other intellectual property rights; or imposes an obligation on Licensor to bring or prosecute or defend actions or suits against third parties for infringement of patents, copyrights, trade-marks, industrial designs or other intellectual property or contractual rights.
The total liability relating to this License Agreement, whether under the express or implied terms of this License Agreement, in tort (including negligence), contract or otherwise, for losses that may arise out of or in any way be associated with this License Agreement is, in the aggregate, limited to the amount of the Initial License Fee.
Except for damages or losses arising out of or associated with a breach of this Agreement, neither party will have any liability of any kind to the other party for any indirect, incidental, special or consequential damages or losses, however caused, even if such party has been advised of the possibility of such damages or losses.
If the receiving party is required by a judicial, administrative or other legal process to disclose the disclosing party’s Confidential Information, the receiving party will promptly notify the disclosing party and allow the disclosing party reasonable time to oppose the process before disclosing the Confidential Information.
The term (“Term”) of this License Agreement will commence on the License Effective Date and will remain indefinite, pursuant to the terms of the Agreement. This License Agreement will automatically and immediately terminate without notice to Licensee upon or after (A) the filing by Licensor of a petition in bankruptcy or insolvency, or (B) any final adjudication that Licensor is bankrupt or insolvent.
This License Agreement is governed by, and will be construed in accordance with, the laws of the State of Indiana without regard to any choice or conflict of laws, rule or principle, that will result in the application of the laws of any other jurisdiction.
The parties agree that any and all disputes and controversies arising from, connected with, or relating to this License Agreement, including relating to the construction, meaning, performance or effect of this License Agreement or any breach thereof will be resolved in accordance as follows:
a. Prior to initiating formal dispute resolution procedures, the parties will first attempt to resolve any Dispute directly through good faith negotiations. Either party may deliver to the other a written notice requiring negotiation of the Dispute. The parties will seek to resolve Disputes through negotiations, but may escalate the resolution of any Dispute internally as necessary or appropriate at the executive level. If the Dispute has not been resolved within 15 days after the delivery of a Notice to Negotiate, either party may by written notice require the other to mediate the dispute as described below. To the fullest extent permitted by law, the parties will conduct the negotiations in confidence.
b. The parties agree to retain the services of a mutually acceptable third party mediator to mediate the resolution of the Dispute. Unless the parties otherwise agree in writing, the mediator will be resident in the city in which the Licensor is situated, and all meetings regarding the mediation will be held either by video or telephone conference or by in-person meetings held in such city. No party will unreasonably withhold acceptance of a mediator, and the selection of a mediator will be made within 15 days following the conclusion of direct negotiations regarding a Dispute.
c. If a mediator is not appointed, or if, following the appointment of a mediator, the Dispute is not resolved within 30 days, or such extended period that the parties may agree to in writing, after the delivery of the Notice to Mediate, then any party may elect to commence litigation as follows: to the fullest extent permitted by law, the parties agree to maintain the mediation proceedings in confidence; and share the costs of the mediator and the mediation facilities equally. All communications during the mediation referred to in section b, including any documents or information prepared and exchanged solely for the purposes of that mediation, will be considered to be “without prejudice” and will not be admissible in any subsequent litigation.
Any party may seek:
No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time(s) regarding any terms of this License Agreement operates as a waiver of that party’s rights under this License Agreement. A waiver of any term, condition, or right under this License Agreement will be in writing signed by the party entitled to the benefit of that term or right, and is effective only to the extent set out in the written waiver.
Copyright © 2024
END-USER LICENSE AGREEMENT
FOR ALL SOFTWARE, DATA AND ELECTRONIC BOOK (E-BOOK) ITEMS INCLUDED IN THIS DISTRIBUTION
IMPORTANT – PLEASE READ THIS END-USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING OR USING THE PRODUCT(S) INCLUDED IN THIS DISTRIBUTION/INSTALLATION.
This AGREEMENT constitutes a legally binding agreement between you or the business and/or entity which you represent (“You” or “LICENSEE”) and INDY ACOUSTIC RESEARCH LLC (“IAR”, or “Licensor”) for all IAR products, e-books, software, reports, databases, formulas, theories, widgets, frameworks, source code, demos, examples, intermediate files, media, printed materials and documentation (“LICENSED PRODUCT(S)”) included in this distribution/installation. For the sake of clarity, individuals within the business or entity which you represent must be validated by a legitimate and currently valid e-mail address of the same domain name (e.g. “@companyxyz.com”) as the individual purchaser identified by the contact information in the sales form (“LICENSEE COMPANY”).
By purchasing, installing, copying or otherwise using the Licensed Products, you acknowledge that you have read this Agreement and You and the business and/or entity which you represent agree to be bound by its terms and conditions. If you are representing a business and/or entity, you acknowledge that you have the legal authority to bind the business and/or entity you are representing to all the terms and conditions of this Agreement.
This Agreement shall be the sole and exclusive Agreement covering the Licensed Products regardless of other Agreements between Licensor and the Licensee, and replaces and supersedes all discussions, agreements and writings in respect hereto, unless expressly set out in a signed amendment to this License Agreement.
The License Fee, also known as the purchase price, is the amount paid (in US Dollars) to Licensor for use of the Licensed Products. Licensee is responsible for any taxes or duties due to the ownership or payment of the Licensed Products.
Licensor hereby grants to Licensee a worldwide, non-exclusive right to use, copy, internally distribute within Licensee Company and otherwise utilize the Licensed Product(s) in exchange for the License Fee. Licensee has no right to sublicense or otherwise distribute, in whole or in part, the Licensed Products outside the Licensee Company.
LICENSOR MAKES NO REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PRODUCT(S), OR THAT THE EXERCISE BY LICENSEE OF THE RIGHTS GRANTED UNDER THIS LICENSE AGREEMENT, WILL NOT INFRINGE THE PATENT OR PROPRIETARY RIGHTS OF A THIRD PARTY. WITHOUT LIMITATION, LICENSOR SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY, CONDITION, OR REPRESENTATION THAT THE LICENSED PRODUCT(S): (A) CORRESPONDS TO A PARTICULAR DESCRIPTION; (B) IS OF MERCHANTABLE QUALITY; (C) IS FIT FOR A PARTICULAR PURPOSE; (D) IS DURABLE FOR A REASONABLE PERIOD OF TIME; OR (E) THE INFORMATION WITHIN THE LICENSED PRODUCT HAS INFALLIBLE ACCURACY OR PRECISION WHICH WOULD BE ULTIMATELY RELIED UPON BY LICENSEE FOR ANY PURPOSE INCLUDING, BUT NOT LIMITED TO, ACTS RESULTING IN INJURY.
Licensor will not be liable for any damage or loss, whether direct, consequential, incidental, or special which Licensee or its agents suffer arising from any defect, error or fault of the Licensed Product(s) or its failure to perform, even if Licensor has been advised of the possibility of such defect, error, fault, or failure. Licensor makes no warranty regarding the accuracy of any information presented. Licensee acknowledges that it has been advised by Licensor to undertake its own due diligence regarding the Licensed Product(s).
You understand that the Licensed Products may be provided in digital formats which could be proprietary or subject to Licensing agreements from third-parties, and that Licensor is not affiliated with these third-parties nor responsible for providing You with compatible software to read, use, edit or format the Licensed Products.
Except as expressly set out herein, nothing in this License Agreement:
constitutes a warranty or representation by Licensor as to title to the Licensed Product(s) or that anything made, used, sold or otherwise disposed of under any license granted under this License Agreement is or will be free from claims or allegations of infringement of patents, copyrights, trade-marks, industrial design or other intellectual property rights; or imposes an obligation on Licensor to bring or prosecute or defend actions or suits against third parties for infringement of patents, copyrights, trade-marks, industrial designs or other intellectual property or contractual rights.
The total liability relating to this License Agreement, whether under the express or implied terms of this License Agreement, in tort (including negligence), contract or otherwise, for losses that may arise out of or in any way be associated with this License Agreement is, in the aggregate, limited to the amount of the Initial License Fee.
Except for damages or losses arising out of or associated with a breach of this Agreement, neither party will have any liability of any kind to the other party for any indirect, incidental, special or consequential damages or losses, however caused, even if such party has been advised of the possibility of such damages or losses.
If the receiving party is required by a judicial, administrative or other legal process to disclose the disclosing party’s Confidential Information, the receiving party will promptly notify the disclosing party and allow the disclosing party reasonable time to oppose the process before disclosing the Confidential Information.
The term (“Term”) of this License Agreement will commence on the License Effective Date and will remain indefinite, pursuant to the terms of the Agreement. This License Agreement will automatically and immediately terminate without notice to Licensee upon or after (A) the filing by Licensor of a petition in bankruptcy or insolvency, or (B) any final adjudication that Licensor is bankrupt or insolvent.
This License Agreement is governed by, and will be construed in accordance with, the laws of the State of Indiana without regard to any choice or conflict of laws, rule or principle, that will result in the application of the laws of any other jurisdiction.
The parties agree that any and all disputes and controversies arising from, connected with, or relating to this License Agreement, including relating to the construction, meaning, performance or effect of this License Agreement or any breach thereof will be resolved in accordance as follows:
a. Prior to initiating formal dispute resolution procedures, the parties will first attempt to resolve any Dispute directly through good faith negotiations. Either party may deliver to the other a written notice requiring negotiation of the Dispute. The parties will seek to resolve Disputes through negotiations, but may escalate the resolution of any Dispute internally as necessary or appropriate at the executive level. If the Dispute has not been resolved within 15 days after the delivery of a Notice to Negotiate, either party may by written notice require the other to mediate the dispute as described below. To the fullest extent permitted by law, the parties will conduct the negotiations in confidence.
b. The parties agree to retain the services of a mutually acceptable third party mediator to mediate the resolution of the Dispute. Unless the parties otherwise agree in writing, the mediator will be resident in the city in which the Licensor is situated, and all meetings regarding the mediation will be held either by video or telephone conference or by in-person meetings held in such city. No party will unreasonably withhold acceptance of a mediator, and the selection of a mediator will be made within 15 days following the conclusion of direct negotiations regarding a Dispute.
c. If a mediator is not appointed, or if, following the appointment of a mediator, the Dispute is not resolved within 30 days, or such extended period that the parties may agree to in writing, after the delivery of the Notice to Mediate, then any party may elect to commence litigation as follows: to the fullest extent permitted by law, the parties agree to maintain the mediation proceedings in confidence; and share the costs of the mediator and the mediation facilities equally. All communications during the mediation referred to in section b, including any documents or information prepared and exchanged solely for the purposes of that mediation, will be considered to be “without prejudice” and will not be admissible in any subsequent litigation.
Any party may seek:
- interim measure of protection, including injunctive relief, prior to or during the negotiation or mediation of Disputes, and
- final resolution, from a Court of competent jurisdiction in the State where Licensor is situated regarding any Dispute,
and each party irrevocably and unconditionally agrees to the exclusive jurisdiction of such courts, and all courts competent to hear appeals therefrom, for that purpose.
No condoning, excusing or overlooking by any party of any default, breach or non-observance by any other party at any time(s) regarding any terms of this License Agreement operates as a waiver of that party’s rights under this License Agreement. A waiver of any term, condition, or right under this License Agreement will be in writing signed by the party entitled to the benefit of that term or right, and is effective only to the extent set out in the written waiver.