Terms and Conditions of Usage
 

ENWISEN, INC. (formerly Firstdoor, Inc.)
LICENSE AGREEMENT
(Last revised January 23, 2004)

This License Agreement is between Enwisen, Inc. (formerly Firstdoor, Inc.), and Customer. This License Agreement shall apply to each License of Licensed Products by Customer.

To make this License Agreement as easy to read as possible, Enwisen has simplified certain provisions by substituting defined terms for certain otherwise comprehensive concepts. Accordingly, the capitalized terms used throughout this License Agreement shall have the meanings assigned to such terms in Section 15 (Definitions).

1. PRIVACY POLICY. The Privacy Policy is incorporated in this License Agreement by reference.

2. COPYRIGHT AND TRADEMARK GUIDELINES.The Copyright and Trademark Guidelines are incorporated in this License Agreement by reference.

3. APPLICABILITY AND ACCEPTANCE OF LICENSE AGREEMENT.This License Agreement applies to the Licensed Products listed on each applicable Order Form. ANY USE OF ANY LICENSED PRODUCTS BY CUSTOMER OR ANY USERS WITHIN CUSTOMER'S ORGANIZATION INDICATES CUSTOMER'S ACCEPTANCE OF EVERY PROVISION OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS STATED HEREIN, IMMEDIATELY CONTACT ENWISEN CUSTOMER SUPPORT AT 1-866-275-3477 OR BY E-MAIL AT ESERVICE@ENWISEN.COM. RENEWAL OF ANY SUBSCRIPTION FOR ANY LICENSED PRODUCT FOLLOWING ANY CHANGES TO THIS LICENSE AGREEMENT WILL CONSTITUTE ACCEPTANCE OF THOSE CHANGES.

4. LICENSE. Customer has purchased a License to use Licensed Products for the benefit of the Users in Customer's organization specified in the applicable Order Form. Enwisen hereby grants to each such User a limited, non-exclusive, non-transferable License to use the Licensed Products in accordance with this License Agreement. This License shall be effective during the Term.

The number of Users that shall have a License to use the Licensed Products shall not exceed any maximum number of Users specified on the Order Form. All Users must be employees of Customer. Use of any Products, including Licensed Products, by Third Parties, including consultants, contractors, and subcontractors, is not permitted unless authorized by Enwisen in writing. Customer agrees to be fully responsible for any breach of this License Agreement by any Third Parties that Customer or any User in Customer's organization permits to use any Products.

Each Customer will be solely responsible for selecting, purchasing, installing, and maintaining the hardware and Software necessary for its Users to use the Licensed Products.

Enwisen's grant of any license to use any of the Products is subject to the following rights, which are exercisable in Enwisen's sole discretion and without notice:

  • The right to change, suspend, or discontinue any aspect of the Licensed Products at any time, including the availability of any feature, database, or Content.
  • The right to impose limits on or restrict access to any feature of the Licensed Products without notice or liability, including if Enwisen believes that a Customer or any User in Customer's organization has engaged in any conduct or activity that violates applicable law or any provision of this License Agreement.

The Licensed Products incorporate certain Content under license from BNA, certain Content and Software under license from Enwisen, and certain Content and Software under license from other Licensors. Future updated versions of the Licensed Products are dependent upon continuing contractual relations between Enwisen and other Licensors.

Customer agrees to keep the terms of any applicable Order Form strictly confidential and agrees to not disclose, either directly or indirectly, the terms of such Order Form.

5. RULES REGARDING USE OF LICENSED PRODUCTS.Each User agrees to conform to the rules regarding use of Licensed Products set forth in this License Agreement, unless authorized by Enwisen in writing to do otherwise.

(a) Limitations on Use by Users of Licensed Products. Users may not use the Licensed Products except as expressly permitted under any Order Form and this License Agreement and under applicable intellectual property law, including U.S. copyright laws. Any routine and/or systematic redistribution of any portion of the Licensed Products is expressly prohibited.

(b) Permitted Uses. Users may access the Licensed Products for their individual or personal use, including the uses permitted by the Copyright and Trademark Guidelines. All notices of proprietary rights, including trademark and copyright, in the Licensed Products must appear on all permitted copies of Licensed Products or portions thereof made by each User under this License Agreement.

(c) Prohibited Uses. Unless otherwise authorized by the appropriate Licensors, any routine or systematic distribution of any portion of the Licensed Products is strictly prohibited.

The rights granted by this License Agreement are an expansion of the rights granted under the Copyright Act and do not include any rights to reproduce in its entirety any portion of the Licensed Products or materials contained therein. No part of the Licensed Products may be duplicated in any medium or format beyond the express terms of this License Agreement without prior written authorization from the appropriate Licensor. Any use not authorized by this License Agreement is prohibited and is not a fair use under the U.S. copyright law.

Users may not and may not permit others to do any of the following, without written authorization by the appropriate Licensor:

  • Reproduce, create derivative works from, perform, display, publish, transmit, distribute, sell (or participate in any sale), or otherwise access, use, or exploit any material retrieved from or contained in the Licensed Products in any manner whatsoever that may infringe any copyright or proprietary interest of any Licensor.
  • Store any Content from the Licensed Products in any information storage and retrieval system.
  • Distribute the information contained in the Licensed Products to any Person who is not duly authorized to receive the Licensed Products.
  • Distribute, rent, sublicense, lease, transfer or assign any License to the Licensed Products granted pursuant to this License Agreement, any Order Form, or otherwise.
  • Decompile, disassemble, or otherwise reverse-engineer the Licensed Products, or alter, translate, modify, or adapt the Licensed Products to create derivative works.
  • Make use of "framing" or other means of redirecting Content.
  • Copy and redistribute within an organization any tables of contents, highlights, and other finding aids included in the Products.
  • Place or install any portion of the Licensed Products on any electronic media, including, but not limited to, local or wide area networks, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, Web sites or any other server that is Internet-enabled.

(d) Limited Use.

(i) HR AnswerSource Professional Edition (Enterprise Version). All Licenses with respect to the Product HR AnswerSource Professional Edition (Enterprise Version) are limited such that Users in Customer's organization may use HR AnswerSource Professional Edition (Enterprise Version) only if they are (A) in the Human Resources department, (B) in the Legal department, (C) the Chief Executive Officer or (D) the Chief Financial Officer or if such Users use HR AnswerSource Professional Edition (Enterprise Version) solely to answer questions that the Customer's clients may ask the User or to formulate advice for the Customer's clients. Customer acknowledges that it must purchase a License for the Product HR AnswerSource Manager Edition (Enterprise Version) if it intends for any such Users in Customer's organization to use any Licensed Product for internal purposes.

(ii) HR AnswerSource Professional Edition (Basic Version) - Universal Access License. All Universal Access Licenses with respect to the Product HR AnswerSource Professional Edition (Basic Version) are limited such that Users in Customer's organization may use HR AnswerSource Professional Edition (Basic Version) only if they are (A) in the Human Resources department, (B) in the Legal department, (C) the Chief Executive Officer or (D) the Chief Financial Officer. A Universal Access Licenses is a License for which the License fees are based on either (i) the number of employees in the Customer's organization or (ii) the number of employees in a division, regional office, or other segment of the Customer's organization.

(e) Export Controls. User in Customer's organization shall export, transship or re-export the Licensed Products (i) to any individual located in Iran, Iraq, Libya, Cuba, the Federal Republic of Yugoslavia (Serbia and Montenegro), North Korea, Sudan, Burma (Myanmar), and any other country listed from time to time by the United States government as a similarly restricted nation (collectively, the "Restricted Nations"); (ii) to any business or organization owned, controlled by or acting on behalf of an individual, business or organization in a Restricted Nation; (iii) to the governments of a Restricted Nation or any business or organization owned, controlled by or acting on behalf of a government of a Restricted Nation; or (iv) to any individual, group or organization on the U.S. Department of Treasury's Office of Foreign Assets Control's list of Specially Designated Nationals or the U.S. Department of Commerce's Bureau of Export Administration's List of Denied Persons, as each may be amended from time to time. Each User represents and warrants that neither it nor Customer (i) is an individual located in a Restricted Nation; (ii) is a business or organization owned, controlled by or acting on behalf of an individual, business or organization in a Restricted Nation; (iii) is a government of a Restricted Nation; (iv) is a business or organization owned, controlled by or acting on behalf of a government of a Restricted Nation; and (v) is an individual, group or organization on the U.S. Department of Treasury's Office of Foreign Assets Control's list of Specially Designated Nationals or the U.S. Department of Commerce's Bureau of Export Administration's List of Denied Persons. Customer will defend, indemnify, and hold Enwisen, BNA, and all other Licensors (each a "Non-Exporting Party"), and each Non-Exporting Party's officers, directors, employees, shareholders, agents, suppliers, or representatives harmless from and against any and all Losses incurred directly or indirectly as a consequence of any failure by a User in Customer's organization to comply with these export controls. This obligation shall survive termination of any applicable License to use Licensed Products.

(f) Remedies for Breach. Each User acknowledges that the Licensed Products (and the licensed materials contained therein) are highly proprietary in nature and that unauthorized copying, transfer or use may cause the Licensors irreparable injury that cannot be adequately compensated for by means of monetary damages. Customer and each User in Customer's organization agrees that Enwisen may enforce any breach of this License Agreement by Customer or any such User by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.

6. OWNERSHIP. The Products contain proprietary material of BNA and of Enwisen that is protected by copyright and other laws respecting proprietary rights. The Products also may contain similarly protected licensed proprietary material of other Licensors. Each Licensor retains all rights in the Products, including (without limitation) all copyright and other proprietary rights worldwide in all media. Customer agrees to make the Copyright and Trademark Guidelines available to all Users within Customer's organization. Customer may either distribute the Copyright and Trademark Guidelines in print form or provide Users with a link to the Copyright and Trademark Guidelines. Enwisen reserves the right to revise the Copyright and Trademark Guidelines at any time.

7. WEB-LINKING TO THE PRODUCTS. Any Customer may provide hot links to any publicly available portions of the Products that are not protected by password or other control measures, provided (a) the Customer notifies Enwisen of such a link by sending an e-mail to support@enwisen.com, (b) the Customer does not remove or obscure, by framing or otherwise, advertisements, copyright notices, or other notices on the Products, and (c) the Customer immediately discontinues providing hot links to the Products if notified by Enwisen.

8. DISCLAIMER OF PROFESSIONAL ADVICE. The information provided through the Licensed Products is not a substitute for legal and other professional advice where the facts and circumstances warrant. If any Users in Customer's organization require legal advice or other professional assistance, each such User should always consult his or her own legal or other professional advisors and discuss the facts and circumstances that apply to the User. PLEASE NOTE THAT THE INFORMATION PROVIDED THROUGH THE LICENSED PRODUCTS DOES NOT ADDRESS THE APPLICABILITY OF LAWS AND BEST PRACTICES FOR BUSINESS OPERATIONS OUTSIDE OF THE UNITED STATES.

9. LIMITATION OF LIABILITY. IN NO EVENT SHALL ENWISEN OR ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO ANY USER, ANY CUSTOMER, OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY ARISING FROM OR RELATING TO THIS LICENSE AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE ANY LICENSED PRODUCT OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS LICENSE AGREEMENT, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF SUCH USER, CUSTOMER, OR OTHER PERSON HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO ALL CUSTOMERS OR THEIR RESPECTIVE USERS.

While Enwisen and the other suppliers of content and technology for the Licensed Products attempt to deliver accurate and complete Content and error-free Software, occasional errors or omissions may occur in the Licensed Products. Enwisen will make reasonable efforts to either correct these errors or omissions or cause the other suppliers of content and technology for the Licensed Products to correct these errors or omissions. Nevertheless, neither Enwisen nor such other parties can make any representation regarding the accuracy or completeness of the Content provided or the error-free nature of the Software provided. EXCEPT AS SPECIFICALLY PROVIDED IN THIS LICENSE AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED TO USERS "AS IS." ENWISEN AND THE SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS MAKE NO OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED. ENWISEN AND THE SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS DO NOT WARRANT THE ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENSED PRODUCTS OR THE INFORMATION THEY CONTAIN OR THE METHOD OF DELIVERING THAT INFORMATION TO USERS. ENWISEN AND THE SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RESULTING FROM, ARISING OUT OF, OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM ANY LICENSED PRODUCT AND ITS CONTENT, INCLUDING TECHNICAL INACCURACIES AND TYPOLOGICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH HOT LINKS IN ANY LICENSED PRODUCT, (C) THE UNAVAILABILITY OF ANY LICENSED PRODUCT, (D) ANY USE OF ANY LICENSED PRODUCT, (E) ANY USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH ANY LICENSED PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (F) ANY RELIANCE ON THE INFORMATION CONTAINED IN THE LICENSED PRODUCTS OR IN ANY CUSTOMER SUPPORT INFORMATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT MAY ANY CUSTOMER OR ANY USER BRING ANY CLAIM OR CAUSE OF ACTION AGAINST ENWISEN MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

IF ANY OF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, ENWISEN'S LIABILITY FOR DAMAGES UNDER THIS LICENSE AGREEMENT TO ANY CUSTOMER, ANY USER, OR ANY OTHER PERSON SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR ANY SUBSCRIPTION TO THE LICENSED PRODUCTS PURSUANT TO ANY APPLICABLE ORDER FORM.

10. INDEMNIFICATION. Customer agrees to indemnify, defend, and hold Enwisen and the suppliers of Content and technology for the Licensed Products harmless from and against any and all Claims and Losses arising out of or in any way related to any use of the Licensed Products or of any content, data, or documentation received through the Licensed Products by Customer or any of its Users, regardless of the form of action.

11. SUBSCRIPTIONS.

(a) Implementation of Subscriptions. Each Customer shall identify to Enwisen, in writing, the names and e-mail address of each User that Customer wants to have access to the Licensed Products. Enwisen shall send to Customer a USER ID and password for each User with respect to which Enwisen actually receives such information. Enwisen shall not be required to give any User access to the Licensed Products unless Customer has delivered such information for that User.

(b) Payment. Unless otherwise specified in the Order Form or agreed to in writing by Enwisen:

  • At the beginning of the Term, Enwisen will send a bill to Customer at one designated billing address.
  • If Customer upgrades a subscription (e.g., increases the number of maximum authorized Users) after Customer orders a Subscription, Enwisen will invoice Customer for additional License fees for such Users at the prices in effect at the time of the change, on a pro-rated basis over the remainder of the current Subscription term as specified in the Order Form.

Within 60 days after Customer agrees to a new Subscription, Customer must notify Enwisen of any existing Subscription that needs to be cancelled as a result of the new Subscription. If Customer gives timely notice, Enwisen will apply any payments made by Customer on the unfulfilled portions of the existing Subscription to amounts owed with respect to the new Subscription.

All fees for Subscriptions listed in the Order Form are exclusive of any taxes and charges for replication, telecommunication, Software, hardware, and other equipment. It is the responsibility of Customer to do either of the following: (a) promptly provide Enwisen with the number of Users by location, including street address, and (b) if applicable (e.g., enterprise licenses), complete the Sales Tax Worksheet. Where Enwisen can reasonably determine how to make an allocation, Enwisen will calculate sales tax based on the pro rata share of the total invoice attributable to each location. Where Enwisen cannot reasonably determine how to make such an allocation, Enwisen will calculate sales tax based on Customer's billing address. If Enwisen is required to collect any sales or other taxes as a result of an Order Form (excluding taxes based on Enwisen's income), Enwisen will bill such taxes to Customer. Customer agrees to promptly pay any such invoice.

All payments are due to Enwisen within 30 days after the invoice date. After 30 days, Enwisen will assess interest on all amounts reflected in the invoice at a rate of 1% per month. Enwisen may also immediately terminate all access to the Licensed Products by Customer and Users in Customer's organization without further notice if Enwisen does not receive payment, or written notice of payment dispute, within 60 days after the invoice date.

(c) Renewals. Enwisen reserves the right to revise its prices for renewal Subscriptions at any time and without notice. Customer's payment of any renewal invoice will constitute acceptance of the renewal price and renewed Subscription, which will continue to be otherwise governed by the applicable Order Form and this License Agreement. The conditions of payment described above in Section 11(b) shall apply to all payments of renewal invoices.

(d) Registration Process. In order to access and use the Licensed Products, each User must complete the registration process by affirmatively accepting this License Agreement and the Privacy Policy. If any User does not accept this License Agreement and the Privacy Policy, the User will not be able to use the Licensed Products.

(e) Term and Termination. Except as otherwise set forth in any Order Form, each Subscription shall continue during the Term. In addition to any other termination provisions set forth in the Order Form, this License Agreement shall be terminable for any of the following reasons:

  • By either Enwisen or the Customer, if the terminating party delivers to the other party written notice of its intent to terminate the applicable Order Form no less than 30 days before the last day of the Term, provided that no party may deliver such a termination notice any earlier than 10 months after the Start Date included in the applicable Order Form, unless the Subscription term is month-to-month.
  • By Enwisen, immediately, if Enwisen does not receive payment of any License fees, or written notice of payment dispute with respect thereto, within 60 days after the invoice date.
  • By Enwisen, immediately after written notice to Customer, if any User in Customer's organization materially breaches any provision of this License Agreement and Customer fails to remedy that breach within 30 days after Enwisen gives written notice to Customer of such breach.
  • By either Enwisen or the Customer, upon written notice to the other party, if the other party materially breaches any provision of this License Agreement and the other party fails to remedy that breach within 30 days after such party gives written notice to the defaulting party of such breach.

All obligations under this License Agreement when terminated shall survive with respect to any events occurred, or any money that was accrued and owing, prior to the effective date of any termination of this License Agreement.

12. NOTICES. All notices, requests and other communications that Enwisen or any Customer is required or may desire to serve upon the other under or in connection with this License Agreement shall be in writing. Any such notice may be served in person; by certified mail, return receipt requested (postage prepaid); or by commercially recognized overnight delivery service that requires a signed receipt (prepaid). Any such notice delivered in accordance with the forgoing shall be deemed to have been given as follows: three days after mailed in any general or branch United States Post Office; one day after deposit with a commercially recognized overnight delivery service; or upon personal delivery, as applicable. All such notices shall be in writing and addressed to the party to be served as follows:

  • If to Enwisen, to 7110 Redwood Blvd., Suite C, Novato, California 94945, Attention: General Counsel.
  • If to Customer, to the address included in the applicable Order Form as the primary contact address to the attention of the individual so identified in that Order Form as the primary contact (or as otherwise designated by Customer by written notice to Enwisen).

Either Enwisen or Customer may change its notice address by written notice to the other served as provided above, provided, however, that any notice of change of address shall be effective only upon receipt.

13. GOVERNMENT CUSTOMERS. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (June 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

14. MISCELLANEOUS PROVISIONS.

(a) Force Majeure. Enwisen shall not be liable for failure to perform any part of this License Agreement where such failure is due to fire, flood, strikes, labor troubles or other industrial disturbances, inevitable accidents, war (declared or undeclared), acts of terror, commercially unreasonable hostile acts by a Third Party with respect to the Products (including a denial of service attack), embargoes, blockages, legal restrictions, governmental regulations or orders, riots, insurrections, or any cause beyond the control of such party. However, Enwisen shall use diligent efforts to resume performance. This License Agreement shall not be regarded as terminated or frustrated as a result of such failure of performance that does not exceed six (6) months, and the parties shall proceed under this License Agreement when the causes of such non-performance have ceased or have been eliminated.

(b) No Waiver. Should Enwisen or any Customer fail to exercise or enforce any provision of this License Agreement or to waive any rights in respect thereto, such waiver or failure shall not be construed as constituting a continuing waiver or a waiver of any other right.

(c) Choice of Law. This License Agreement shall for all purposes be governed, interpreted, construed, and enforced solely and exclusively in accordance with the law of the State of Georgia, USA, without regard to its choice-of-law rules.

(d) Entire Agreement. Unless otherwise specified in any applicable Order Form, this License Agreement, as it may be amended from time to time, constitutes the entire agreement between each Customer and Enwisen with respect to the subject matter thereof. This License Agreement supersedes all prior or contemporaneous writings, discussions, agreements, and understandings of any kind and every nature (including, without limitation, any oral, written, or electronic communications) between Customer and Enwisen with respect to the subject matter of this License Agreement.

(e) Severability. If any provision of this License Agreement shall be held to be unenforceable, the parties shall renegotiate those provisions in good faith to be valid, enforceable substitute provisions, which provisions shall reflect as closely as possible the intent of the original provisions of this License Agreement. If the parties fail to negotiate a substitute provision, this License Agreement will continue in full force and effect without that provision and will be interpreted to reflect the original intent of the parties.

(f) Electronic Execution. Any use of any Licensed Products by Customer or any Users within Customer's organization indicates Customer's acceptance of every provision of this License Agreement. In any action or proceeding arising from or related to any Products, a printed version of all Order Forms, this License Agreement (as it may be amended from time to time), and of any other electronic communications between Customer and Enwisen will be admissible to the same extent as other documents and communications originally generated or maintained in printed form.

(g) Third Party Beneficiaries. All beneficial rights (other than the right to collect fees) granted to or reserved in this License Agreement by Enwisen, including limitations of liability, warranty disclaimers, confidentiality, ownership, limitation of damages, and indemnification for Third Party claims, shall accrue to and are for the benefit of Licensors to the same extent as Enwisen. Except as expressly stated therein, nothing contained in this License Agreement is intended to create third party beneficiaries thereof or thereunder.

(h) Each Party Acting Independently. Enwisen and each Customer agree that, for purposes of any applicable Order Form, each is acting independently of the other, that they are not joint venturers, and that neither is an agent, partner or joint venturer of the other.

(i) Amendment and Assignment. No Order Form shall be changed, modified or amended except by a writing signed by a duly authorized officer of Enwisen and each Customer that is a party thereto. No Customer may assign this License Agreement or any rights or obligations created under this License Agreement without the prior written consent of Enwisen.

(j) Headings and Cross-References. The headings in this License Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. All references to Sections or headings shall be deemed references to such parts of this License Agreement, unless the context shall otherwise require.

15. DEFINITIONS. For all purposes of this License Agreement or any other document that incorporates this License Agreement or this "Definitions" section by reference, the terms used throughout this License Agreement shall have the following meanings:

  • "BNA" means The Bureau of National Affairs, Inc.
  • "Claim" means any Third Party action, cause of action, claim, or demands that might reasonably be expected to give rise to a Loss.
  • "Content" means data, materials, documentation, research, text, pictures, animations, artistic works, and similar works of authorship. Content shall not include Software.
  • "Copyright and Trademark Guidelines"; means the "Copyright and Trademark Guidelines," as it may be amended from time to time, which can be found at http://www.firstdoor.com/member_services/legal/copyright.asp
  • "Customer" means a subscriber to any of the Licensed Products, whether pursuant to an Order Form or otherwise.
  • "Definitions" means Section 15 of this License Agreement.
  • "Disclaimer of Professional Advice" means Section 8 of this License Agreement, which can also be found at http://www.firstdoor.com/member_services/legal/Disclaimer.asp.
  • "Enwisen" means Enwisen, Inc. (formerly Firstdoor, Inc.), its employees, officers, and directors.
  • "Including," and its other forms such as "include," shall be deemed to mean "including without limitation."
  • "License" and its other forms such as "Licenses" and "Licensed," means to provide, pursuant to this License Agreement, services utilizing any Products that provide information and functionality to a User in Customer's organization where the hardware platform or network system on which the Products operate are neither owned nor operated by or on behalf of any Customer or any User, including on an ASP (application service provider), hosted, service bureau, VPN (virtual private network), or similar basis, whether utilizing the Internet or not.
  • "License Agreement" means this License Agreement, as it may be amended from time to time, which can be found at http://www.firstdoor.com/member_services/tac.asp. For all purposes, all references to this License Agreement include the Privacy Policy, the Copyright and Trademark Guidelines, and any applicable Order Form.
  • "Licensed Products" means Products that are subject to a License.
  • "Licensors" means BNA, Enwisen, and other suppliers of Content, Software, or other technology for the Products.
  • "Loss" means any damage, loss, injury, debt, liability, expense, or other cost or obligation, including reasonable attorneys' fees.
  • "Marks" means all trademarks, service marks, trade dress, trade names, corporate names, proprietary logos or indicia (including any logos licensed for use), and other source or business identifiers.
  • "Order Form" means any agreement, invoice, purchase order, or subscription confirmation (whether in paper or electronic format) detailing the terms of the Subscription that the Customer has agreed to purchase for certain specified Users, as it may be amended from time to time.
  • "Person" means any natural person, corporation, limited liability company, partnership, venture, joint venture, association, or other legal entity whatsoever.
  • "Privacy Policy" means the "Privacy Policy" as it may be amended from time to time, which can be found at http://www.firstdoor.com/member_services/privacy.asp.
  • "Products" means all products and services offered for License by Enwisen and includes all databases, Software, Content and related documentation included in or accompanying the products and services.
  • "Software" means computer programs and programming.
  • "Subscription" means any subscription to License a Licensed Product pursuant to an Order Form.
  • "Term" means the term of a Subscription designated in the Order Form and any subsequent renewal terms.
  • "Third Party" means, with respect to Enwisen, any Customer, or any User in a Customer's organization, any Person that is not an affiliate of, or related by common ownership, or affiliated by corporate control with, Enwisen, that Customer, or that User, respectively.
  • "User" means anyone in Customer's organization who uses any feature of any Licensed Product and who is authorized to have access to that Licensed Product pursuant to a License.



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Wednesday, August 27, 2014