Microquest Licensing Agreement
This Agreement sets forth the terms and conditions of the Agreement between MICROQUEST COMMUNICATIONS LLC("Microquest") and the customer ("Customer") for use of the Microquest Online database ("Service" or "Information").
1. This Agreement shall be effective on the agreed date.
2. Customer shall pay to Microquest a fee and Microquest will provide:
- x Seats (licenses) accessing the Microquest Online Diversity database for Customer
- x Directed Research Reports for Customer
3a. The Service is available only for the number of users licensed and assigned usernames and passwords ("Authorized Users"). Each license is for a term of twelve (12) months, beginning on the effective date, unless another term is specified. Customer may not make available a user name and password to a third party that is not an Authorized User.
3b. Directed Research projects will require the Customer's approval of a Specification document created by Microquest and delivered by email to the Customer, prior to the commencement of any research.
3c. All Directed Research projects must be initiated with approved Specifications during the subscription period and prior to 30 days of the expiry of the term. Directed Research not completed during the term will expire.
4. The Service is licensed for Customer's internal use as a research tool. Customer will not provide Information, or other Services to third parties. Customer will not copy, download, or in any other way reproduce or distribute Information except for its intended use as research. The database, and specifically the names, titles, company descriptions, email addresses or any other fields of data may not be extracted in any combination, however limited, for the purpose of creating or adding to another database that is used in any way as part of a commercial product, publication or service. Microquest reserves the right to monitor Customer's use of the Service to ensure compliance with this Agreement and prevent fraudulent use.
5. Though Microquest and its affiliates use extensive procedures to keep its database current and to promote data accuracy, Customer acknowledges that the Information will contain a degree of error. All services and information provided is provided on an "as is" basis.
6. In the event of material breach of paragraph 2, 3 or 4, the non-breaching party may immediately terminate this agreement. The provisions set forth in paragraphs 3 and 4 will survive the termination of this Agreement. Any disputes arising out of this Agreement that cannot be resolved by the parties will be brought in state or federal court located in San Francisco, California. Aggregate liability shall, in no case, exceed the aggregate amount payable by Customer to Microquest. All prior agreements, both oral and written, between the parties on the matters contained in this Agreement are expressly cancelled and superseded by this Agreement.
7. The highly specialized nature of Microquest information requires that short-term access to the database is priced at the standard 12-month License rate. The 12-month License period is offered as a courtesy and convenience to Microquest's Customers, however, a one-day or part of one-day License is not discounted in any form and requires payment in full at the rate described as a 12-month License. Microquest accounts are non-cancelable/non-refundable after activation.
8. This agreement is activated when the Customer accepts the accompanying invoice, dated as per this agreement, itemizing services and products to be delivered as per this agreement contained in paragraph 2. Customer agrees to pay invoice immediately by credit card, check, or wire service or immediately enter in Customer's accounts payable system, with appropriate Customer authorizations and approvals for payment in no more than 30 (thirty) days.
9. End of Agreement
Microquest Communications LLC
448 Ignacio Boulevard
Novato, California 94947