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Terms of Service, Software - Demo License Agreement

SOFTWARE LICENSE AND SERVICES AGREEMENT for 30 Day free Trial of University Thinktank online demonstration software.

As of this day, this Software License and Services Agreement (“Agreement”) is entered into by and between , Ramage Technologies (“Licensor”), a Nevada corporation, located at 2251 S. Fort Apache, #2064 Las Vegas Nevada and you (“Licensee”).

WHEREAS, Licensee desires to obtain certain software owned or distributed by Licensor entitled Univeristy ThinkTank and thinktank, in all versions and forms (“Software”);
WHEREAS, Licensee desires to obtain maintenance services for Software from Licensor;
WHEREAS, Licensee desires to obtain other services in connection with the software from Licensor; and
WHEREAS, Licensor desires to provide such software and services pursuant to the terms and conditions set forth in this Agreement.
Now, Therefore , in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

Definitions (see definitions below)

Rights in Software

Acceptance.

Term and Termination .

Fees and Charges .

Warranty .

Relationship . Licensor’s relationship with Licensee shall be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, joint venture, agency or employer-employee relationship.

Confidentiality . Both parties shall use Confidential Information only for the purposes of this Agreement and shall not disclose Confidential Information to third parties.

Indemnification .

LIMITATION OF LIABILITY . LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF LICENSOR HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL LICENSOR’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT. LICENSEE ACKNOWLEDGES THAT THE FEES PAID BY HIM OR HER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

Legal Compliance . Licensor may suspend or terminate use of Software and this Agreement immediately upon receipt of any notice which alleges that Licensee has used the Software for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. In such event, Licensor may disclose the Licensee’s identity and contact information, if requested by a government or law enforcement body, or as a result of a subpoena or other legal action, and Licensor shall not be liable for damages or results thereof and Licensee agrees not to bring any action or claim against this Licensor for such disclosure.

Survival . All terms of this Agreement, which by their nature are intended to survive termination of this Agreement, including without limitation, sections entitled “Payment”, “Warranty”, “Limit of Liability”, “Miscellaneous”, shall so survive termination.

Force Majeure. Any party shall be excused from performing hereunder to the extent that it is prevented from performing as a result of any act or event which occurs and is beyond its reasonable control, including, without limitation, acts of God, war, weather, utility or telecommunications outages, unrest or riot, strikes any action of a governmental entity; etc. provided that the party experiencing the force majeure provides the other with prompt written notice thereof and uses reasonable efforts to remedy effects of such matter.

Miscellaneous . Either party may assign this Agreement to any successor in interest who purchases, or through change in control, owns greater than fifty percent of the assets or equity of such entity and agrees in writing to be bound by the terms and conditions herein; any other assignment shall be void. This Agreement and any dispute arising hereunder shall be construed in accordance with the laws of the State of (insert state law to apply) without regard to principles of conflict of laws. For the purpose of this Agreement, Licensee consents to the personal jurisdiction and venue of the state and federal courts located in (insert where disputes to be litigated) . If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected, and this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof, and the unenforceable provision shall be automatically amended to so as to best accomplish the objectives of such unenforceable provision within the limits of applicable law. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. Any waiver of a provision of this Agreement must be in writing and signed by the party to be charged. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under this Agreement. This Agreement constitutes the entire agreement between the parties related to the subject matter hereof, supersedes any prior or contemporaneous agreement between the parties relating to the Software and shall not be changed except by written agreement signed by an officer of Licensor.

Definitions (see definitions below)

In Witness Whereof, the parties hereto have caused this Software License and Services Agreement to be executed as of the date on which the "Terms of Service" were accepted by te Licensee.

 

2007, Ramage Technologies LLC.