Tuesday, September 07, 2010
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Apelon TermWorks Web Service Subscription License Agreement

  1. Limited License Grant. Apelon, Inc., whose address is 100 Danbury Road, Ridgefield, CT, 06877 (hereinafter “Apelon”) hereby grants you a non-exclusive, non-transferable license to use the Apelon TermWorks web service and associated Microsoft® Excel® spreadsheet software plug-in according to the provisions contained herein (the “Agreement”) and subject to the payment of corresponding fees.
  2. Restrictions. You may not lease, assign, sublicense, or resell the TermWorks service in whole or in part. You may not use TermWorks for any illegal purpose, in connection with any business or activity that is not permitted under applicable law or any business or activity that you are not permitted to engage in under applicable law. You may use TermWorks in connection with your internal business operations only and may not, directly or indirectly, make TermWorks or its functionality available to third parties. You agree to secure written approval from Apelon before you use TermWorks in any engagement in which you or your organization are compensated by another party.
  3. Data Content. TermWorks will provide you access to certain terminologies and vocabularies (“Content”). Some of this Content may be proprietary. You agree to provide appropriate proof-of-license for these terminologies and vocabularies to Apelon before this Content can be made available to you.
  4. No Liability for Use of Data. You acknowledge that the Content is from third-party sources and Apelon has no responsibility for insuring the accuracy or currency of any such data, nor any responsibility for providing updates of such data except that Apelon will use reasonable commercial efforts to make the most recent versions of these terminologies and vocabularies available. You will be solely responsible for your use of TermWorks. By using TermWorks, you agree to indemnify, defend and hold harmless Apelon and its officers, directors, employees and agents from and against any cost, liability, claims or expense arising, directly or indirectly, from or related to your use of TermWorks, other than any cost, liability, claim or expense arising, directly or indirectly, from the intentional misconduct of Apelon. The foregoing indemnity may result in the indemnity of Apelon and its officers, directors, employees and agents from their own respective negligence.
  5. Title. Title, ownership rights, and intellectual property rights in TermWorks and any derivative works shall remain in Apelon. Copyright and other intellectual property laws protect TermWorks.
  6. Disclaimer of Warranty. TermWorks is provided "AS IS," without a warranty of any kind. Apelon makes no warranty as to the continuous availability of TermWorks or of any specific TermWorks features. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR USE, ARE HEREBY EXCLUDED.
  7. Limitation of Liability. APELON SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU OR ANY THIRD PARTY AS A RESULT OF USING TERMWORKS OR ANY CONTENT. IN NO EVENT WILL APELON BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF USE OF OR INABILITY TO USE TERMWORKS.
  8. Term; Termination. The License granted hereunder shall commence upon your downloading of TermWorks, and shall continue for the initial term that you have selected (the “Initial Term”).The License shall automatically renew for additional terms equal in length to the Initial Term (“Renewal Terms”) unless either party has notified the other in writing of its desire to terminate this Agreement at least thirty (30) days before the start of any Renewal Term. Upon termination of the Agreement for any reason you will disable all installations of, and destroy all copies of documentation for, TermWorks. Your obligation to pay any accrued fees owed to Apelon, and to indemnify Apelon and its officers, directors, employees and agents provided for in Section 4 above shall survive the termination of this Agreement. Apelon shall be entitled to terminate this license on 30 days notice for any reason or no reason on notice to you, subject only to refund of any license fees paid for unexpired periods of any Term or Renewal Term.
  9. Maintenance and Support. Apelon will provide (1) copy of all published revisions to the electronic documentation for TermWorks. During the term of your license, Apelon will provide TermWorks support by using commercially reasonable efforts to respond to inquiries made by telephone or e-mail relating to loss of access, problems or questions; and by correcting TermWorks problems that result in its substantially failing to operate in a manner consistent with its technical documentation and/or its specifications on a commercially reasonable basis. You may designate no more than two (2) people from whom Apelon will receive inquiries. You agree to advise Apelon in writing of changes to the identity of such designated contacts.
  10. Problem Resolution. You will promptly communicate any issues arising under this Agreement or from your use of TermWorks to Apelon. Either party alleging a breach of this agreement shall provide written notice of the facts asserted as the cause of the breach, and shall provide the other party thirty (30) days from the date of such notice to cure the alleged breach.
  11. License Fee. TermWorks is licensed for a monthly fee of one thousand dollars ($1,000), or yearly for ten thousand dollars ($10,000), and includes use by up to five individuals (users). License fees are due and payable at the beginning of the selected license term. You agree to pay the license fee as agreed herein, notwithstanding any rights you may have arising from use of any form of payment or payment process.
  12. Confidentiality. TermWorks specifications and documentation are Apelon Confidential Information. You shall restrict the dissemination of TermWorks information only to those individuals within your organization and affiliated organizations who are directly involved in its use, and who are bound by obligations of confidentiality at least as restrictive as those contained herein.
  13. Notices. Any notices required under this Agreement shall be addressed to Apelon, Inc., 100 Danbury Road, Suite 201, Ridgefield, CT, 06877.
  14. Governing Law. The internal laws of the State of Connecticut, without reference to any provisions relating to the resolution of conflicts of laws, and controlling U.S. federal law will govern any action(s) brought under this agreement. By utilizing TermWorks, you consent to the jurisdiction of the state and federal courts located in Connecticut.
  15. Force Majeure. Neither you nor Apelon shall be responsible or considered in breach of this Agreement for any delay or failure in the performance of any obligation of this Agreement to the extent that such failure or delay is caused by acts of God, fires, explosions, labor disputes, accidents, civil disturbances, material shortages or other similar causes beyond its reasonable control, even if such delay or failure is foreseeable. Provided, however, that the non-performing party provides notice of such cause preventing or delaying performance and resumes its performance as soon as practicable and provided further that the other party may terminate this Agreement upon notice if such non-performance continues for a period of thirty (30) days.
  16. Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are hereby waived to the extent necessary for the License to be otherwise enforceable in such jurisdiction. Such waiver shall in no way be construed so as to alter or limit the meaning or scope of any other provisions of this Agreement.
  17. No Assignment. The license contemplated herein is personal to you. You may not assign this Agreement or your rights hereunder.   
     
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