DATABASE LICENSE AGREEMENT
- Grant of License. The Terabase Databases (the “Databases”), which
may contain embedded software (the “Embedded Software”, the Databases and the
Embedded Software, together, the “Licensed Databases”), are licensed by
Terabase Corporation (“Terabase”) in accordance with the terms hereof
(“License”). This License imposes restrictions on the use of the Licensed
Databases and any operating manuals (“Documentation”) that are applicable to
you as a user of the Licensed Databases and as an employee or contractor of
the corporate license holder (“Licensee”). By completing this subscription
process, you warrant that you are an authorized user of the Licensed Databases
under the License, that you are accessing the Licensed Databases on a computer
that is owned by the Licensee and is located at the specified location, if
any, and that you are authorized to bind the Licensee to the terms of the
License. If you do not have such authority, you must NOT LOG INTO LogiQuest.
Terabase hereby grants to Licensee a limited, revocable, nonexclusive,
nontransferable, nonsublicensable license during the Term and subject to the
payment terms, to install, access and use the Licensed Databases on the
Designated Systems, and to download, use, archive, and copy on a limited basis
portions of the Data on the Designated Systems, all solely in the format
delivered to Licensee by Terabase.
- Term. Unless otherwise mutually agreed in writing by the parties,
the Term of this Agreement shall continue for so long as Licensee remains
current on subscription fee payments to Terabase. The subscription fee for
each successive period shall be determined by Terabase, in its sole
- Termination. Terabase shall have the right to terminate the License
immediately upon Licensee’s breach of the terms hereof and failure to cure
same within thirty (30) days after receipt of written notice from Terabase
outlining such breach. In addition, Terabase may terminate this Agreement
immediately in the event that Licensee ceases to function as a going concern,
is adjudged a bankrupt or makes an assignment for the benefit of creditors.
Upon termination, Licensee shall immediately cease using the Licensed
Databases and Documentation and certify same in writing to Terabase.
- Limitations on Use. Licensee will not, and will not permit others
to: (i) copy the Licensed Databases, other than making one copy of the
Licensed Databases for backup or archival purposes; (ii) use the Licensed
Databases other than as permitted herein; (iii) disassemble, reverse engineer
or decompile the Licensed Databases; (iv) sell, sublicense, lease, or
otherwise transfer the Licensed Databases; (v) create any derivative works,
modifications or translations based upon the Licensed Databases; or (vi)
modify, obscure or remove any proprietary notices on the Licensed Databases or
copies thereof. Terabase shall have the right upon reasonable advance notice
to audit and inspect Licensee’s facilities and records during business hours
to verify compliance with the limitations and other terms of the License.
- Ownership. All rights, title and interest in and to the Licensed
Databases and any modifications, translations, adaptions, upgrades and
enhancements thereto are and shall at all times remain the sole and exclusive
property of Terabase. The Licensed Databases is protected by United States
Copyright Act and other intellectual property laws and international treaties.
Licensee agrees that it neither owns nor hereby acquires any claim or right of
ownership to the Licensed Databases other than the License.
- Limited Warranty. Terabase warrants that for a period of ninety
(90) days from date of delivery (the “Covered Period”) that the Licensed
Databases will substantially conform to the specifications contained in the
- Indemnification. Terabase hereby agrees to indemnify, hold harmless
and defend Licensee, its Affiliates and their respective officers, directors,
employees and agents from and against any and all claims, damages, costs and
expenses, including reasonable attorneys' fees and litigation expenses,
arising solely from a violation of a third party’s copyright rights by the
Licensed Databases. Terabase shall have no obligation under this paragraph
with respect to any claim of violation of any third party’s rights based upon
Licensee’s use or modification of the Licensed Databases not expressly
authorized herein by Terabase. If any such claim is raised, or if Terabase’s
judgment is likely to be raised, Licensee agrees to allow Terabase, at
Terabase’s option, to: (a) procure for Licensee the right to continued use of
the Licensed Databases; or (b) replace or modify it and/or them in a
functionally equivalent manner so as to be non-infringing. If neither of the
foregoing is available on terms that are reasonable in Terabase’s judgment,
upon the written request of Terabase: (a) Licensee shall return the Licensed
Databases on physical media and purge any back-up copies of the Licensed
Databases from its systems and purge any Data from it systems; (b) Licensee
shall cease use of affected Licensed Databases and the Data, including any
back-up copies and any related items (e.g. documentation); and (c) this
Agreement shall terminate immediately. If such a request is made by Terabase,
Terabase shall refund a prorated amount of the remaining subscription rate
paid by Licensee under this Agreement.
- Disclaimer. OTHER THAN AS SET FORTH IN SECTION 7, THE LICENSED
DATABASES ARE PROVIDED “AS IS” AND TERABASE HEREBY DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO SAME, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT, OR CLEAR TITLE.
Documents, drawings and other information available on this site have
been obtained from open solicitations, including from DoD sites.
Terabase disclaims any responsibility for the accuracy of these
documents, drawings or other information. Terabase makes no
representation that use of such documents, drawings and other
information available on this site, or any other content accessible
through this site, would not infringe any rights of others, including
but not limited to intellectual property rights. Terabase, nor any of
its employees, officers, investors, directors, agents, representatives
or affiliates, makes any warranty, express or implied, including
warranties of merchantability and fitness for a particular purpose, or
assumes any legal liability or responsibility for the accuracy,
completeness, or usefulness of any information, apparatus, product, or
process disclosed, or represents that its use would not infringe any
rights of others.
- Limitations of Remedies. Terabase’s entire liability and Licensee’s
exclusive remedy in connection with the Licensed Databases shall be repair or
replacement of any confirmed defective Licensed Databases about which Terabase
is notified within the Covered Period. IN NO EVENT WILL TERABASE BE LIABLE FOR
ANY INDIRECT DAMAGES OR OTHER MONETARY RELIEF ARISING OUT OF LICENSEE’S USE OR
INABILITY TO USE THE LICENSED DATABASES, INCLUDING, BUT NOT LIMITED TO, IN
CONNECTION WITH LOST DATA, LOST PROFITS, LOST OPPORTUNITIES, OR ANY SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR OTHER SIMILAR CLAIMS, EVEN IF TERABASE
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY
OTHER PARTY. IF NOTWITHSTANDING THE ABOVE LIMITATIONS MONETARY LIABILITY IS
IMPOSED UPON TERABASE, SUCH LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF
ACTUAL DAMAGES OR $500.
- Nondisclosure. During the term of the License and for three (3)
years thereafter (or, in the case of trade secrets as defined under applicable
law, for long beyond such period as such information continues to be a trade
secret as so defined), Licensee agree to take reasonable steps to maintain
confidentiality with respect to all confidential information or proprietary
property of Terabase acquired by Licensee, including, without limitation, the
design, functionality, configuration and operation of, and pricing for, the
- Notices. All notices shall be in writing and shall be deemed to
have been duly given, made and received only when personally delivered, one
(1) business day following the business day when deposited with a commercially
reputable overnight delivery service, or three (3) business days following the
business day when deposited in the United States mails to the intended
- Assignment. Terabase may assign any or all or its rights hereunder
to any company, partnership or other entity. Licensee may not, without the
prior written consent of Terabase, assign or transfer this Agreement or any of
its rights or obligations hereunder.
- U.S. Government Restricted Rights. The Licensed Databases are
provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United
States Government is subject to restrictions set forth in DFARS 252.227-7013,
-7014, and -7015, or any successor clause, or subparagraphs (c)(1) and (2) of
the Commercial Computer Licensed Databases-Restricted Rights clause at 48 CFR
52.227-19, as applicable. The manufacturer is Terabase. Licensee acknowledges
that Licensed Databases (or any portion thereof including but not limited to
the Embedded Software) provided under this Agreement may be subject to U.S.
export laws and regulations and any use or transfer of such products,
software, and technical information must be authorized under those
regulations. Licensee agrees that it will not use, distribute, transfer, or
transmit any products, software, or technical information obtained hereunder
(even if incorporated into other products), except in compliance with U.S.
export regulations. If requested by Terabase, Licensee also agrees to sign
written assurances and other export-related documents as may be required to
comply with U.S. export regulations.
- General. The terms contained herein are severable, in that the
invalidity, in whole or in part, of any term of the License shall not affect
the validity of any other term of the License. Any such invalid term shall be
subject to partial enforcement to the extent permitted under applicable law.
The License represents the entire agreement between Terabase and Licensee with
respect to the license and use of the Licensed Databases. The License may be
modified or amended and any provision may be waived only by a written
agreement executed by the parties. The License shall be governed by and
construed in accordance with the laws of The Commonwealth of Massachusetts.