Vsia Corporate Click Through License

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Click through License

NOTICE TO VSIA MEMBER:

THIS IS A CONTRACT. PLEASE READ IT CAREFULLY. BY CLICKING ON THE

"I ACCEPT" BUTTON BELOW, YOU INDICATE YOUR ACCEPTANCE OF ALL

THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS CONTRACT ISAPPLICABLE TO ALL IP DOWNLOADED FROM YOUR VSIA ACCOUNT FROM

THE TIME OF ACCEPTANCE OF THIS LICENSE UNTIL SUCH TIME AS THIS

LICENSE IS REPLACED.

On-Line VSI Alliance IP Worldwide License Agreement For An Unlimited Number ofAuthorized Users

This document is a non-exclusive License Agreement ("Agreement") between the VSI

Alliance ("VSIA") located at 401 Edgewater Place, Wakefield, MA 01880, USA, and the"Licensee" (the Licensed Organization) and its Authorized Users referenced below. This

Agreement may not be modified by Licensee, and supercedes all other agreements that

Licensee may have accepted on this web site. Licensee hereby agrees to be bound by and

to comply with all of the terms and conditions, covenants and obligations contained

herein.

1. TERMS AND CONDITIONSSubject to the restrictions in this license, VSIA grants Licensee a non-exclusive and non-transferable organization license which allows Licensee and an unlimited number of

Authorized Users the right to access, via the Internet, VSIAs Specifications and

Standards for use throughout the Licensee's organization (the Licensed Access). The

Licensee may not sublicense or otherwise transfer this Licensed Access.

IP shall mean all VSIA intellectual property that is contained in the applicable

Specification(s) or Standard(s).

Specifications shall mean all VSIA Specifications and other VSIA Intellectual Propertyrelating to such Specifications, including but not limited to: taxonomies, white papers,users manuals, spreadsheets, programs, models, designs, and other data relating to such

Specifications that is downloadable from the VSIA web site, during the period beginning

with the acceptance of this agreement until such time as another click through agreement

is accepted.

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Standards shall mean all VSIA Standards and other VSIA Intellectual Property relatingto such Standards, including but not limited to: taxonomies, white papers, users manuals,

spreadsheets, programs, models, designs, and other data relating to such Standards that is

downloadable from the VSIA web site, during the period beginning with the acceptance

of this agreement until such time as another click through agreement is accepted.

"Authorized Users" are Licensee's employees, as well as contractors acting on behalf of

Licensee. Licensee shall be responsible for ensuring that all Authorized Users do not

utilize the IP in a manner inconsistent with the scope of this Agreement.

2. COPYRIGHT & USE RESTRICTIONSThe copyright in the text retrieved, displayed or output by the Licensed Access is owned

by VSIA and is protected by the copyright laws of the United States and international

treaties. Licensee's Authorized Users may access, view, use, and copy the IP. TheAuthorized Users may modify and create derivatives of Specifications, but may not

modify or create derivatives of Standards. The Authorized Users may each download acomplete copy of the IP for personal archive purposes. The Authorized Users may loan

any of the personal archive copies to Licensee's other employees, but may not reproduceand distribute any additional copies of VSIA IP to others, for any other purpose, unless

expressly stated herein. Licensee and its Authorized Users may not prepare and distribute

copies of the IP or any derivative works based on the IP to any external parties except aspermitted pursuant to this License. Licensee and its Authorized Users may alter, modify

or adapt any Specification data retrieved by use of the Licensed Access, provided VSIA's

copyright notices are on every copy made. Licensee and its Authorized Users may notalter, modify or adapt any Standards data received by use of the Licensed Access except

that the Authorized Users may reformat and copy part or all of such IP for internal use

and distribute in connection with Licensees internal work product, provided VSIAscopyright notices are on every copy made.

This License may be utilized by Licensee only for (i) its internal use; (ii) use of its

customers and suppliers in the ordinary course of Licensee's business; or (iii)

presentations at trade or technical gatherings in which the Licensee is describing its useand adoption of the IP. VSIA reserves the exclusive right to publish and disseminate the

IP to the public.

This License grants to Licensees only those rights under copyrights owned by VSIA thatcover the IP. No license, immunity or other right is granted, either directly or by

implication, estoppel, exhaustion or otherwise: (a) under any VSI Alliance copyrights,

trademarks or other Intellectual Property other than VSI Alliance copyrights covering theIP; or (b) to grant sub-licenses. Licensee disclaims any such negated license, immunity,

or other right.

No title to or ownership of any copyright, trademark or other Intellectual Property is

transferred by VSI Alliance to Licensee or other party under this License. Licenseeagrees to include on all copies of the IP the revision number and the following notice:

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"Copyright 2003 VSI Alliance. This IP uses material owned by or licensed to the VSIAlliance. All rights reserved." Licensee agrees not to remove any other copyright notices

or proprietary legends contained within the IP and agrees to faithfully reproduce all such

notices and legends on all copies of the IP.

3.

THIRD PARTY INTELLECTUAL PROPERTY

VSIAs Standards and Specifications may include intellectual property that is licensed toVSIA by one or more third parties. Any such license will be identified in the applicable

Specification or Standard. Under the terms of such license, Licensee has the right to use

such intellectual property in the same manner that VSIAs IP may be used. There is nocharge for such use, but as a condition to Licensee using this intellectual property, the

applicable licensing company may use, at no charge to it and in the same manner thatVSIAs IP may be used, any of Licensees intellectual property that is contained in the

same Specification or Standard. This third party intellectual property is provided without

any warranties.

4. SUBSCRIPTION FEESThere is no subscription fee for VSIA Members.

5. LIMITED WARRANTIES & LIMITATION OF REMEDIESVSIA has made its best efforts to ensure the currency and accuracy of the data retrieved

by use of the Licensed Access. This Agreement makes no other warranties about the

Licensed Access whatsoever. In the event of failure of service VSIA will make

reasonable efforts to restore the Licensed Access. VSIA is not responsible for any events

outside its reasonable control. Licensee's sole remedy with respect to any unresolvedfailure is the right to terminate the Licensed Access.

THE IP IS PROVIDED BY VSIA ON AN "AS IS" BASIS, AND VSIA HAS NOOBLIGATION TO PROVIDE ANY LEGAL OR TECHNICAL ASSISTANCE IN

RESPECT THEREOF, TO IMPROVE, ENHANCE, MAINTAIN OR MODIFY THE IP,

OR TO CORRECT ANY ERRORS THEREIN. VSIA MAKES NOREPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED,

INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO

INFRINGEMENT, AND THE IMPLIED WARRANTIES OF MERCHANTABILITYAND FITNESS FOR A PARTICULAR PURPOSE. VSIA SHALL HAVE NO

LIABILITY IN RESPECT TO ANY INFRINGEMENT OF PATENTS OR OTHERRIGHTS OF THIRD PARTIES DUE TO LICENSEE'S OPERATION UNDER THE

LICENSES HEREIN GRANTED.

6. LIMITATION ON LIABILITYIn no event shall VSIA be liable for consequential, exemplary, special, incidental,

punitive or indirect damages or attorneys fees in connection with a claim relating to this

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Agreement or the performance of the Licensed Access. Some states do not allow theexclusion or limitation of liability for incidental or consequential damages, and/or

implied warranties, so the above limitations may not apply.

7. TERMINATIONUnless earlier terminated, this license shall continue as long as Licensee is a member in

good standing of the VSI Alliance. The License will automatically terminate shouldLicensee cease to be a VSIA Member in good standing; provided, however, that Licensee

shall have the option of entering into a Non-Member License by paying the applicable

subscription fee.

Licensee may terminate this Agreement for any reason at any time. The Agreement and

the license may be terminated by either party in the event of any breach of the terms of

the Agreement. On termination of this license, Licensee will be entitled to keep the IP

previously retrieved, but will no longer have the right to retrieve or distribute the IP.

8. GENERAL TERMSAll matters relating to this Agreement shall be governed by the laws of the State of

California and the United States of America. If any of the terms of this Agreement aredeemed unenforceable, the remaining provisions of this Agreement shall remain in full

force and effect.

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Vsia Corporate Click Through License