Mechanical PLM | Digital Prototyping | AECO | Strategic Support
daratech*Online Terms & Conditions
Your use of daratech*Online signifies your agreement to the following terms & conditions:
1. DEFINITIONS
daratech*Online: The term "daratech*Online" means the licensed electronic publication and/or information service and software that can be accessed from DARATECH's web site through the log-in for daratech*Online.
Licensed User: The term "Licensed User" means a specific bona fide, full-time or part-time employee of the LICENSEE authorized by DARATECH to access its daratech*Online service via the Internet under this Agreement.
User Name: The term "User Name" means a multi-character code issued by DARATECH to a Licensed User for the purpose of identifying such Licensed User.
Password: The term "Password" means a multi-character code issued by DARATECH to a Licensed User for the purpose of validating a User Name and so protecting daratech*Online from unauthorized access and use.
2. GRANT OF LICENSE
Subject to all the terms, conditions and restrictions in this Agreement, DARATECH hereby licenses to the LICENSEE and the LICENSEE hereby licenses from DARATECH daratech*Online. daratech*Online will be provided to LICENSEE by access to DARATECH's Web site located at www.daratech.com through one or more log-ins for daratech*Online.
3. ANNUAL FEE
LICENSEE shall be entitled to have the number of Licensed Users corresponding to the Product Code and Annual Fee it pays to Daratech as stipulated by the table below.
| LicenseCode | Number Of Authorized Users | Annual Fee |
|---|---|---|
| DOL1 | 1 - 5 | $3500 |
| DOL10 | 6 - 10 | $4500 |
| DOL20 | 11 - 20 | $6500 |
| DOL100 | 21 - 100 | $10,000 |
| MFOL1 | 1 - 5 | $995 |
4. AUTHORIZED USES OF daratech*Online
DARATECH hereby grants to LICENSEE the limited, nonexclusive right to use the daratech*Online solely in accordance with the terms and conditions of this Agreement.
4.1. Permitted Use
Licensed Users are granted the right to print, or download, components of daratech*Online for their personal use, or use inside the LICENSEE's organization subject to the limitations stipulated by paragraph 4.2 Prohibited Use.
4.2. Prohibited Use
LICENSEE and/or Licensed Users are SPECIFICALLY PROHIBITED form using any part of daratech*Online for the following purposes. Breach by LICENSEE and/or Licensed Users of one or more of the following prohibited uses of daratech*Online shall be deemed to be a material breach of this Agreement:
(a) Duplication of the Daratech-On-Line content for the purpose of including it in
another on-line service or resource of any type including but not limited to LICENSEE'S in-house
services or resources, or for any purpose other than those permitted by paragraph 4.1 Permitted Use
herein.
(b) Creation of subsets or derivative daratech*Online from daratech*Online, except for the purposes
permitted by paragraph 4.1 Permitted Use herein.
(c) Distribution outside LICENSEE's organization of information retrieved or derived from data in
daratech*Online in any form (printed, electronically relayed, posted to public list services or
bulletin boards, or magnetically stored.
(d) Publishing or transfer to the public domain the content of parts thereof in any form.
(e) Advertising and/or promotion.
(f) In support or as part of the sales process of products and/or services.
(g) To support or promote the sale or value of equities and/or other financial instruments, or in
support of obtaining loans or other forms of financing
(h) Inclusion in press releases or other material distributed to the press.
(i) Distribution to affiliates, business partners, dealers or distributors
(j) Translating the content of daratech*Online or any portion thereof into another natural and/or
computer language.
5. COPYRIGHT
The copyright and all other proprietary rights in daratech*Online are the sole and exclusive property of DARATECH. LICENSEE agrees and acknowledges that daratech*Online is extremely valuable, has taken years to compile and necessitated the application of DARATECH'S unique methodologies, skills and software to collect and present. Further, LICENSEE understands and acknowledges that daratech*Online is confidential and is proprietary to DARATECH, and agrees to use all reasonable care to prevent the disclosure, dissemination, copying and use of daratech*Online or any portion thereof, in violation of the terms and conditions of this Agreement.
6. PROTECTION OF PROPRIETARY RIGHTS
LICENSEE understands and acknowledges the importance of DARATECH maintaining its proprietary rights over daratech*Online and undertakes to avoid prohibited use daratech*Online as such prohibited use is defined in this Agreement. LICENSEE shall inform Licensed Users and its other employees that may have access to daratech*Online content or are provided with daratech*Online content of its usage restrictions under this Agreement and ensure all such employees comply with the limitations on usage stipulated in this Agreement.
If LICENSEE wishes to offer the daratech*Online information or services to persons other than Licensed Users DARATECH shall require an additional agreement.
7. ATTRIBUTION
LICENSEE shall instruct all Users using daratech*Online or components therefrom to give proper attribution to DARATECH for any data extracted from daratech*Online as follows:
This data is the property of Daratech, Inc.
8. ACCESS TO THE daratech*Online
Access to daratech*Online will be via the Web with the aid of DARATECH-issued User Names and Passwords.
9. GENERAL
9.1. daratech*Online May Be Updated/Changed Without Notice
LICENSEE understands and acknowledges that daratech*Online contains information that will be updated and augmented and sometimes reduced during the term of this Agreement, and that DARATECH reserves the right to Update and/or change the content of daratech*Online without notice.
9.2. Warranty
daratech*Online is provided "as is", without warranty of any kind. Further, DARATECH does not warrant, guarantee or make any representations that LICENSEE's use of the daratech*Online will be uninterrupted or error-free, or that the results obtained will be correct or will satisfy LICENSEE's requirements. LICENSEE assumes the entire risk as to the content and performance of daratech*Online and the consideration due under this Agreement reflects such assumption of risk by LICENSEE. DARATECH makes no representations or warranties either express or implied, with respect to daratech*Online including but not limited to, its correctness, quality, performance, merchantability or fitness for a particular use of any daratech*Online content or any information that may be contained in daratech*Online now or in the future.
9.3. Limitation Of Liability
In no event shall DARATECH be liable for indirect, special, incidental or consequential damages arising out of the use of or inability to use the daratech*Online or for any loss or damage of any nature caused to any person as a result of the use of the Daratech On-Line. In no event shall DARATECH's liability under this Agreement exceed the annual daratech*Online fee received by DARATECH from LICENSEE.
9.4. Payment
LICENSEE agrees to pay DARATECH the annual fee stipulated in Table 1 daratech*Online Fee Schedule corresponding to LICENSEE's Purchased License for the use of daratech*Online subject to the terms and conditions in this Agreement including the limitations stipulated in Table 1 daratech*Online Fee Schedule for this Product Code.
The pricing set forth in Table 1 daratech*Online Fee Schedule shall be effective during the initial Term of this Agreement. DARATECH reserves the right to modify this pricing structure each year that this Agreement is automatically renewed; however, DARATECH agrees to limit any renewal price increase for 2002 to a maximum of 8%.
9.5. Duration And Renewal
The Term of this Agreement shall be 12 months beginning on the date this Agreement is executed by the LICENSEE or payment is received by DARATECH, whichever is later; provided however that authorized use of the daratech*Online may be extended through automatic renewal of this Agreement by DARATECH for successive periods of 12 months unless DARATECH or LICENSEE elects to terminate this Agreement by giving the other party notice thereof in writing not less than thirty (30) days prior to the anniversary data of this Agreement. Renewal dates may be, at DARATECH's sole option be subject to invoice or payment dates.
The provisions of paragraphs 1, 4 5, 6, 7, 9.2, 9.3, 9.7, 9.10, 9.19, 9.18, of this Agreement and all their sub paragraphs shall survive the expiration or termination of this Agreement.
9.6. Termination
DARATECH shall have the right to terminate this Agreement upon breach of any of its terms by LICENSEE, which is not, and/or can not be cured within thirty (30) days after written notice thereof.
9.7. Cessation Of Access To daratech*Online
LICENSEE's and Authorized Users' access to daratech*Online shall cease immediately at termination of the Agreement or by breach of its terms and/or conditions.
9.8. Nondisclosure of Terms And Conditions
Except as may be required by law or governmental rules and regulations, DARATECH and LICENSEE agree not to publicly or privately announce or disclose the terms and conditions of this Agreement without first securing the written consent of the other party.
9.9. Assignment
This Agreement shall bind and inure to the benefit of LICENSEE and DARATECH and their respective legal representatives, successors and assigns, except that LICENSEE shall not delegate any of its or its obligations under this Agreement, or assign this Agreement without the prior written consent of DARATECH, and DARATECH may at its sole option assign this agreement to a subsidiary or an affiliated corporation or a party that has purchased the daratech*Online information service from Daratech.
9.10. Force Majeure
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for payment of money) on account of strike, shortages, failure of suppliers, riots, insurrection, fires, floods, storms, earthquakes, acts of God, war, government action, labor conditions, or any other cause which is beyond the reasonable control of such party.
9.11. Delays
Failure or delay by either party in exercising any right or power hereunder shall not operate as a waiver of such right or power.
9.12. Entire Agreement
This Agreement shall constitute the entire agreement of the parties with respect to the subject matter hereof, superseding all prior oral and written communications, proposals, negotiations, representations, understandings, courses of dealing, agreements, contracts and the like between the parties in such respect.
9.13. Amendment Only In Writing
This Agreement may only be amended or modified or terminated, and any right under this Agreement may be waived in whole or in part, only by a prior writing signed by both parties.
9.14. Severability
The invalidity or unenforceability of any of the convenants, phrases or clauses in this contract shall not affect the remaining portions hereof, but this contract shall be construed as if such invalid covenant, phrase or clause had not been contained herein.
9.15. Counterparts
This Agreement may be executed in any number of counterparts, each of which, when executed by both parties to the Agreement shall be deemed to be an original, and all of which counterparts together shall constitute one and the same instruments.
9.16. Headings And Captions
This Agreement contains headings and captions only for convenience of reference, which headings do not form part, shall not be used in construction, and do not define the limit or describe the scope or intent of any provision of this Agreement.
9.17. Singular, Plural, Masculine, Feminine
Unless the context clearly requires otherwise, the singular includes the plural, and vice versa, and the masculine, feminine and neuter adjectives include one another.
9.18. Governing Laws
This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts. Each of the parties hereto agrees that any suit, action or proceeding instituted against such party under or in connection with this Agreement shall be brought only in a court of competent jurisdiction in the Commonwealth of Massachusetts or in the US District Court for the District of Massachusetts. By execution hereof, each party hereto irrevocably waives any objection to, and any right of immunity on the grounds of improper venue, the convenience of the chosen forum, the personal jurisdiction of such courts or the execution of judgements resulting therefrom. Each party hereby irrevocably accepts and submits to the exclusive jurisdiction of such courts in any such action, suit or proceeding. Each party hereby irrevocably designates, appoints and empowers in the case of any of the aforementioned courts, each and every one of its authorized agents to receive for and on behalf of each party the service of any writ, judgment or other notice of legal process in connection with any suit, action or proceeding in any of such courts, delivery of which to such party shall be as provided for in paragraph 9.20 Notice.
9.19. Attorney's Fees
In the event of a lawsuit between the parties, the prevailing party shall be entitled to reimbursement of reasonable attorney's fees and expenses in an amount determined by the court adjudicating the lawsuit in addition to any other sums to which it may be entitled.
9.20. Notice
Any notice to be given hereunder (the "Notice") shall be in writing and signed by the party or the party's attorney and shall be deemed to have been given: (a) when delivered by hand, (b) when mailed by certified mail all charges prepaid, (c) when sent by facsimile, (d) when sent by nationally recognized express package courier and addressed to: