Information Builders License

CLICK WRAP SOFTWARE LICENSE AGREEMENT

INFORMATION BUILDERS ("IBI") IS WILLING TO GRANT YOU A LICENSE TO THE SOFTWARE AND ACCOMPANYING DOCUMENTATION YOU HAVE ORDERED ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED HEREIN. THE LICENSE SHALL BE GRANTED PURSUANT TO EITHER: (A) THE TERMS OF AN APPLICABLE MUTUALLY EXECUTED MASTER SOFTWARE LICENSE AGREEMENT ("MSLA''); OR THE TERMS OF THIS CLICK WRAP SOFTWARE LICENSE AGREMEENT ("CWSLA"). IN THE EVENT THAT IBI DETERMINES, IN ITS SOLE AND EXCLUSIVE JUDGEMENT, THAT AN APPLICABLE MASTER SOFTARE LICENSE AGREEMENT IS IN PLACE (THE "MSLA"), THEN THE TERMS OF THE MSLA SHALL APPLY AND SHALL SUPERSEDE THE TERMS OF THIS CWSLA . IF IN ITS SOLE AND EXCLUSIVE JUDGEMENT IBI DETERMINES THAT AN APPLICABLE MSLA IS NOT IN PLACE, THEN THE TERMS OF THIS CWSLA SHALL APPLY AND SHALL GOVERN YOUR USE OF THE SOFTWARE.

IMPORTANT NOTICE TO CUSTOMERS ENCOUNTERING THE DISPLAY OF THIS CWSLA DURING AN INSTALL: READ ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN CAREFULLY BEFORE ACCEPTING THESE TERMS. YOU ACCEPT THE TERMS BY EITHER: (A) CLICKING ON THE "YES" BUTTON BELOW (WINDOWS PLATFORM INSTALLS); (B) REPLYING "YES" WHERE INDICATED (NON-WINDOWS PLATFORM INSTALLS); OR (C) PROCEEDING OTHERWISE WITH THE INSTALLATION. BY PROCEEDING WITH THE INSTALLATION, YOU ACKNOWLEDGE THAT YOU ARE ACCEPTING AND AGREEING TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST PROMPTLY TERMINATE THE INSTALLATION PROCEDURE BY CLICKING "NO" OR REPLYING "NO" TO EXIT.

IN THE EVENT IBI DETERMINES, IN ITS SOLE AND EXCLUSIVE JUDGEMENT, THAT AN APPLICABLE MUTUALLY ACCEPTED MSLA IS NOT IN PLACE, THEN THE TERMS OF THIS CWSLA REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU AND IBI, AND THE CWSLA SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. IN ADDITION TO THE ABOVE, THE FOLLOWING TERMS APPLY UNDER THE CWSLA:

  1. You are hereby granted a nonexclusive, nontransferable object code (machine readable) license to install and internally use the IBI computer software (the "Software") under the terms and conditions set forth in this CWSLA, including any documentation files accompanying the Software ("Documentation"). You do not obtain title to or any ownership or proprietary rights to the Software by virtue of this CWSLA. The Software is owned by IBI, which retains all right, title, and interest therein. The Software is protected by copyright, patent, trademark, trade secret, and other laws.
  2. The license grant is limited to the Software products which have been duly licensed as evidenced by your payment of the applicable License Fees to IBI (or your agreement to pay them). The License Fee you pay is determined by certain licensing parameters which are set forth in IBI then current published fee schedule. Such license parameters may include, but are not limited to: (a) permitted number of copies; (b) hardware classification; (c) permitted number of Users; (d) permitted number of "Cores" on a duly licensed computer; (e) number of permitted Images; (e) number of connected Instances; all as more fully set forth in the applicable IBI fee schedule. The applicable licensing parameters shall be set forth in the ordering vehicle by which you have committed to pay the applicable License Fees, such as a Rider to the MSLA, or your purchase order. In no event, however, shall the license parameters of the license granted exceed those for a license for an equivalent dollar value as set forth in IBI's then current published fee schedule, unless expressly agreed to in writing by IBI. Any "trial" or "evaluation" copy of the Software shall be of limited duration and shall expire upon expiration or termination of the trial period agreed upon by IBI in writing.

    Unless otherwise set forth on the applicable Rider to the MSLA, or on a purchase order which has been accepted by IBI (IBI reserves the right to reject any purchase order within a reasonable period of time), this License grants you the right to use the Software on the single computer identified in the Rider to the MSLA or your purchase order by Model Number, Serial Number and installation location, such grant permits use on only one computer at any time. If you have multiple licenses for the Software, then at any one time you may have as many copies of the Software in use as you have licenses. The Software is in use on a computer when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard disk or other storage device) of that computer, except that a copy installed on a network server for the sole purpose of access from a computer terminal or workstation for which a separate license is required is not considered "in use." You may not use the Software to process work for any party other than yourself if you are the holder of an individual license for your company's own internal business purposes if the licensee is a company. Under no circumstances may the Software be used for purposes of performing service bureau work or on a time-share basis or rental or lease basis or be sold by the licensee, whether or not for consideration.

  3. Copyright. The Software is owned by IBI or its suppliers and is protected by United States copyright laws and international treaty provisions. Therefore, you must treat the Software like any other copyrighted material (e.g., book or musical recording) except that you may either (a) make one copy of the Software solely for backup or archival purposes; or (b) transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes. You may not copy the written materials accompanying the Software.

    Upgrade Fees. You agree that upgrade fees may apply in the event pricing parameter which applies to a license acquired hereunder is exceeded. You agree to promptly notify IBI in writing in the event you exceed any applicable licensing parameter, such as: (a) An increase in the number of copies licensed; (b) a change to a computer in a higher hardware classification; (c) An increase in the number of permitted Users. A "User" shall mean a specific individual employed by the licensee who you have authorized to use the Software, regardless of whether the individual is actively using the Software at any time; (d) an increase in the number of permitted Images. An "Image" is defined as a single instance or installation of the licensed Software, operating on an authorized computer; (e) An increase in the number of "Connected Instances". Certain iWay Software items are priced based on the number of connections to an application software package such as SAP, or a transaction system such as CICS. Each connection is referred to as an "Instance"; (f) An increase in the number of physical or virtual "Cores". Some Windows / Intel, UNIX or Linux based servers have a multicore chip set. A multicore server has a single chip which contains multiple processors, referred to as Cores. Some Intel based servers employ hyper-threading technology which allows virtual processors to be defined from one or more physical processors. For licensing purposes each virtual processor created via hyper-threading must be licensed, as opposed to the number of physical processors.

  4. You may not sell, transfer, sublicense, rent, lease, convey, copy, modify, translate, convert to another programming language, decompile, disassemble, or create derivative works of the Software for any purpose. You may make one backup copy as specified in Section 3. However, decompilation or any attempt to break or circumvent the Software verification mechanisms (for example, copy protection) is expressly prohibited.
  5. This license does not include any support, maintenance or upgrades, or enhancements of the Software. Such services are available through subscription to IBI's annual InfoResponse support offering.
  6. IBI warrants that the distribution media on which the Software is furnished will be free of defects for 90 days from the date of purchase. The entire liability of IBI and your exclusive remedy for breach of this limited warranty is the replacement of any distribution media that is defective.

    EXCEPT FOR THE LIMITED WARRANTY AS TO THE MEDIA, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE FITNESS, QUALITY, AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. IBI DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

    IBI SHALL NOT HAVE ANY LIABILITY FOR ANY KIND OF DAMAGES FOR LOST PROFITS, WHETHER DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE, THE SOFTWARE DOCUMENTATION, OR ANY SERVICES PROVIDED IN CONNECTION THEREWITH, EVEN IF IBI HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

    If, notwithstanding the above disclaimers, IBI is found liable as a consequence of the use or performance of the Software, the Software Documentation or services provided (whether based on contract, negligence, tort, strict liability, breach of warranty, or any other legal theory of liability whatsoever), the amount of IBI's liability shall not exceed the license fee paid by you for your license for the Software.

    Some jurisdictions do not allow excluding or limiting implied warranties or limiting liability for incidental or consequential damages, and some jurisdictions have special statutory consumer protection provisions that may supersede the limitations in this Section. As a result, these imitations may not apply to you if prohibited by the laws of your jurisdiction.

  7. Term. This License is effective until terminated. You may terminate it at any time by destroying the media containing the Software, together with all copies of the Software in any form, and deleting the Software from any computer on which it is loaded. IBI may terminate this license by giving you written notice that you are in breach of any of the terms and conditions set forth in this Agreement. You agree that upon such termination, you will destroy or deliver to IBI all copies of the Software and related documents and delete all copies of the Software from any computer on which the Software is loaded.
  8. You acknowledge and agree to the following:
    1. You have read this License and are bound hereby.
    2. This License may not be modified or waived except in a written document signed by an officer of IBI. Any modification or waiver contained in any document which you submit to IBI (whether prior to or after receiving the Software) shall be invalid and ineffective, and this License alone shall govern and control.
    3. This License contains our full agreement and you are not relying on any statements or representations concerning the Software made to you, other than contained in the manuals and other written materials furnished by IBI.
    4. This License shall be governed and controlled by the substantive laws of the State of New York.
    5. If any term of this agreement is held illegal or unenforceable by any court of competent jurisdiction, such term shall be considered inoperable only to the extent of such illegality or unenforceability, and such holding shall not impair the validity or enforceability of any remaining term of this License. The parties agree to replace any such illegal or unenforceable provision with a new provision, which has the most nearly similar permissible economic or other effect.
    6. A waiver of the breach of any provision hereof shall not be deemed to be a waiver of a subsequent breach of such provision or a waiver of the breach of any other provision.
    7. The License shall be binding upon and inure to the benefit of the parties' respective heirs, successors, and assigns.
    8. The terms of this CWSLA may be superseded upon the parties executing IBI's Master Software License Agreement and an applicable Rider identifying the Software licensed there under.

      Information Builders, Inc.
      Two Penn Plaza
      New York, NY 10121-2898

      (212) 736-4433


iWay Software