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────────────────────────────────────────────────────────────────────── 4 P R I N T a n d 4 B O O K 4 . 1 SITE LICENSE INFORMATION Korenthal Associates, Inc. Last Updated November 1992 ────────────────────────────────────────────────────────────────────── What is a site license? A site license is an inexpensive way for more than one person to legally use one copy of a program on more than one computer at a time. Site licenses are designed for companies, offices or workgroups where more than one person in the organization needs to use a product but does not need additional manuals or disks. Site licensing enables companies, departments, government agencies, etc., to equip their personnel with the tools they need at a minimal cost. Here's how it works: you (the licensee) provide a single point of contact for shipping, technical support, upgrades, etc., and we (the licensor) provide a "master" of the disks, manual, and any other parts of the package. (You may purchase additional manuals and master disks, if you like.) If, over time, you find you need to have more of your users using the software than the site license provides for, you can simply upgrade the license for the difference in cost. The following chart gives a breakdown of the cost of site licensing and how much you save per user. The larger the site license you buy, the more you save. Number License Fee Discount Discounted of Users Payable Percentage Price per User up to 10 $ 250 50% $ 25 11 to 25 $ 550 56% $ 22 26 to 50 $ 950 62% $ 19 51 to 75 $ 1275 66% $ 17 76 to 100 $ 1500 70% $ 15 Over 100 Please contact Korenthal Associates. The following document is the complete site license agreement. To order a site license, to convert your single-user license to a site license, or to increase the size of your current site license, contact us by phone, fax, or mail at: Korenthal Associates, Inc. 511 Avenue of the Americas #400 New York, New York 10011 U.S.A. Phone 1-212-242-1790 Fax 1-212-242-2599 Orders 1-800-KA-PROGS (1-800-527-7647) CompuServe [76004,2605] ────────────────────────────────────────────────────────────────────── SITE LICENSE AGREEMENT Page 1 of 6 ────────────────────────────────────────────────────────────────────── 4 P R I N T a n d 4 B O O K 4 . 1 END USER SITE LICENSE AGREEMENT Korenthal Associates, Inc. Last Updated November 1992 ────────────────────────────────────────────────────────────────────── Korenthal Associates, Inc. (Licensor) grants to Licensee, and Licensee accepts, a license to use the licensed program in accordance with the terms and conditions contained in this agreement. 1.0 DEFINITIONS 1.1 "Licensed program" means the object code version of the program listed in Exhibit 1 and related program user documentation. No rights to the source code versions of the licensed program are granted by this license. 1.2 "Object code" means any instruction or set of instructions in machine executable form. 1.3 "User documentation" means any standard manuals or other related materials used for user instruction or reference in use of the licensed program. 1.4 "Use" means copying of any portion of the licensed program from a storage unit or media into the designated equipment and execution of the licensed program on the equipment. 2.0 LICENSE GRANT 2.1 Licensee is granted a nontransferable, nonexclusive right to use the number of copies of the licensed program indicated on Exhibit 1 for Licensee's internal use. Licensor (Korenthal Associates) will deliver one copy of the licensed program to Licensee. Licensee may make additional copies of the licensed program, up to the number of copies licensed herein, provided that each copy of the program con- tains Korenthal Associates' copyright notice and any other proprietary legends, including legends under the Federal Acquisition Regulations (FAR), if any, contained on the delivered copy. 2.2 Each copy of the licensed program provided under this license may be used by only one person at a site. If used on a net- work system, every user that will be using the licensed program must be counted in the size of the site license, whether or not he or she runs the program at the same time as someone else. (For example, if there are 100 users on your network and 25 of them will be using 4Print, you need a 25-user site license even if the 25 users are not running the program concurrently.) 2.3 Licensee shall not use, copy, rent, lease, sell, modify, decompile, disassemble, otherwise reverse engineer, or transfer the ────────────────────────────────────────────────────────────────────── SITE LICENSE AGREEMENT Page 2 of 6 licensed program except as provided in this agreement. Any such unauthorized use shall result in immediate and automatic termination of this license. 3.0 TERMS 3.1 This license is effective until terminated. Licensee may terminate it at any time by destroying the licensed program and all copies of it and notifying Korenthal Associates in writing. This license will also terminate as otherwise provided in this agreement. On termination, Licensee shall return all materials not destroyed to Korenthal Associates together with a written verification that the remaining materials have been destroyed. 4.0 PAYMENT 4.1 The fee for this license is set forth in Exhibit 1, payable as set forth. 5.0 CONFIDENTIALITY AND PROPRIETARY RIGHTS 5.1 The licensed program is licensed, not sold. Nothing in this agreement shall be construed as conveying title in the licensed program to Licensee. 5.2 Licensee understands and agrees that source code for the licensed program and all documentation related thereto constitute the valuable properties and trade secrets of Korenthal Associates, owner of the copyright to the licensed program, embodying substantial creative efforts which are secret, confidential, and not generally known by the public, and which secure to Korenthal Associates a competitive advantage. 5.3 Licensee agrees during the term of this license, and thereafter, to hold the licensed program, including any copies thereof and any documentation related thereto, in strict confidence and to not permit any person or entity to obtain access to it except as required for Licensee's own internal use hereunder. 5.4 Licensee shall inform Korenthal Associates promptly and in writing of any actual or suspected unauthorized use or disclosure of the licensed programs or documentation related thereto. 5.5 The obligations under this paragraph shall survive the termination or rescission of this agreement. 6.0 LIMITED WARRANTY 6.1 Korenthal Associates warrants that for a period of sixty days from the date of delivery of the licensed program, the program, if unmodified by the Licensee, will perform in substantial conformity with the user documentation. Korenthal Associates does not warrant that the licensed program is free from coding errors. Any program problems reported to Korenthal Associates during the warranty period and determined by Korenthal Associates to be actual coding errors will ────────────────────────────────────────────────────────────────────── SITE LICENSE AGREEMENT Page 3 of 6 be corrected by Korenthal Associates within a reasonable time. Any modifications to the licensed program shall thereafter be licensed AS IS. 6.2 The above warranty does not apply to the extent that any failure of the licensed program to perform as warranted is caused by the licensed program being (1) not used in accordance with the user documentation, or (2) modified by any person other than authorized Korenthal Associates personnel. 6.3 LICENSOR MAKES AND LICENSEE RECEIVES NO OTHER WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. 7.0 LIMITATION OF LIABILITY 7.1 The total liability of Korenthal Associates or its suppliers for any claim or damage arising out of the use of the licensed program or otherwise related to this license shall be limited to direct damages which shall not exceed the license fee(s) which have been paid by Licensee to Korenthal Associates for the specific client project which is the subject of such claim or damage. 7.2 IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ADDITIONAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED PROGRAM, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.0 TERMINATION. THIS LICENSE MAY BE TERMINATED BY KORENTHAL ASSOCIATES, INC. IF: 8.1 Licensee fails to comply with any material term or condition of this agreement and Licensee fails to cure such failure within fifteen days after notices of such failure by Korenthal Associates; and 8.2 Licensee's normal business operations are disrupted or discontinued for more than thirty days by reason of insolvency, bankruptcy, receivership, or business termination. 9.0 GENERAL TERMS 9.1 Neither this agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by Licensee without prior written consent of Korenthal Associates, which consent will not be unreasonably withheld. Korenthal Associates may assign this agreement entirely in its discretion upon the express written assumption of the obligations hereunder by the assignee. 9.2 This agreement shall be interpreted and enforced in accordance with and shall be governed by the laws of the State of New York applicable to contracts between residents. No suit for enforcement of or for a declaration of rights between the parties to this agreement shall be commenced in any court other than the ────────────────────────────────────────────────────────────────────── SITE LICENSE AGREEMENT Page 4 of 6 Municipal or Superior Court in and for New York County, State of New York, or in the United States District Court for the Southern District of the State of New York. 9.3 Any controversy or claim arising out of or relating to this agreement or the breach thereof shall be settled by arbitration in accordance with the commercial rules of the American Arbitration Association, using an arbitrator with knowledge of computers and soft- ware, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. No arbitration or other action arising out of any claimed breach of this agreement or transactions under this agreement may be demanded by either party more than one year after the cause of action accrued. The prevailing party in any such action related to or arising under this agreement shall be entitled to reasonable attorneys' fees. This provision shall not apply to any action or proceeding for injunctive relief. 9.4 This agreement and its exhibits contain the entire agreement between the parties hereto, superseding all previous agreements, representations, understandings and negotiations. This agreement may not be amended other than by writing signed by an authorized represen- tative of the parties. 9.5 If any terms or provisions of this agreement shall be found to be illegal or unenforceable then, notwithstanding, this agreement shall remain in full force and effect and such term or provision shall be deemed stricken. 9.6 No amendment of this agreement shall be effective unless it is in writing and signed by duly authorized representatives or both parties. No term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to or waiver of a breach by the other, whether express or implied, shall not constitute a consent to, waiver of or excuse for any other, different or subsequent breach. 9.7 This agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent to any assignment of this agreement by either party except as provided hereinabove. 9.8 Time is of the essence of this agreement. 9.9 This agreement may be signed in counterparts. ────────────────────────────────────────────────────────────────────── SITE LICENSE AGREEMENT Page 5 of 6 EXHIBIT 1 Licensed Program 4Print 4.1 NUMBER OF LICENSE FEE PAYABLE USERS DOS Version DOS/Windows Version 5 to 10 $ 250 $ 350 11 to 25 $ 550 $ 770 26 to 50 $ 950 $1330 51 to 75 $1275 $1785 76 to 100 $1500 $2100 Over 100 Please contact Korenthal Associates. The above prices include one copy of the 4Print package. Licensee may make additional copies, up to the number of copies licensed. Korenthal Associates can supply multiple copies of the distribution disks at an additional cost of $5.00 per copy plus shipping and handling costs. Korenthal Associates can supply multiple copies of the typeset manual at an additional cost of $8.00 per copy plus shipping and handling costs. ────────────────────────────────────────────────────────────────────── SITE LICENSE AGREEMENT Page 6 of 6