Configura Product Data License Agreement

General Definitions

“Manufacturer Data” means the proprietary database/data, and compilation thereof, that is provided by the manufacturer under this Licensed Agreement. 

 

2. License 

License Grant to CSAB for Manufacturer Data. Manufacturer agree to and hereby grant and convey to CSAB a non-exclusive, world-wide, sublicensable (in compliance with subsection (a) below), transferable, assignable license in and to Manufacturer Data during the Term (Section 9) of this Licensed Agreement.

a) Sublicensing. CSAB's right to grant sublicenses to Manufacturer Data under this License Agreement is subject to the following: no sublicense may exceed the scope of rights granted to CSAB under this License Agreement. 

b) Distribution. Manufacturer agree that Manufacturer Data may be published using the Configura Market Place portal on the Internet or any other platform or means, as determined in its sole discretion, by CSAB; 

c) Marketing Information. If CSAB licenses or sublicenses Manufacturer Data, Manufacturer agree that CSAB has the right, at CSAB’s sole discretion, to include any information provided by Manufacturer which includes but is not limited to Manufacturer name, nominative fair use of Manufacturer trademark, and other relevant information or description(s) relating to Manufacturer of Manufacturer Data, in CSAB’s website, trade show, or in any of its other marketing and/or advertising materials, press releases or other published materials, arising out of, under, or relating to this Licensed Agreement; 

d) Delivery. Manufacturer shall deliver Manufacturer Data to CSAB electronically, on tangible media, or by any other means as reasonably requested by CSAB or as mutually agreed upon by the Parties.

e) Accuracy, Updates & Error Corrections. During the Term, Manufacturer shall verify and confirm the accuracy of Manufacturer Data and additionally provide CSAB, at no additional charge, updates, as they become available, and error corrections to Manufacturer Data to CSAB, each of which constitutes Manufacturer Data and is subject to the terms and conditions of this Licensed Agreement. CSAB reserves the right, at its sole discretion and without notice, to discontinue use of or remove any of Manufacturer Data that CSAB has reason to believe is inaccurate, in error, outdated, or contains discrepancies. 

 

3. Fees and Payment

License Fee for Manufacturer Data. The license and rights granted to CSAB to Manufacturer Data are royalty-free and fully paid up.  

 

4. Confidential Information

The Parties agree that, except as provided herein, the financial terms of this Licensed Agreement shall be kept strictly confidential. To that end, each Party shall take reasonable measures to ensure that none of their shareholders, owners, officers, directors, employees, agents or representatives disclose any financial information related to this Licensed Agreement to any person, body or entity at any time, other than their accountants, lawyers, and taxing authorities (if requested), unless otherwise ordered by a Court of competent jurisdiction. 

 

5. Intellectual Property Ownership

5.1 CSAB acknowledges that, as between CSAB and Manufacturer, Manufacturer own all rights, title, and interest, including all intellectual property rights, in and to Manufacturer Data.  

5.2 Manufacturer acknowledge that, as between Manufacturer and CSAB, CSAB shall, except for Manufacturer Data, own all rights, title, and interest, including all intellectual property rights including any technical manifestations (artefacts), etc.., arising out of, in connection with, or under Manufacturer Data and/or the Library Data. 

 

6. Warranties

Manufacturer warrant that: 

a) Manufacturer Data shall not include any virus or other malicious code; 

b) Manufacturer Data is the exclusive property of Manufacturer;   

c) Manufacturer have undertaken reasonable efforts to ensure that the Manufacturer Data is timely and accurate;  

d) Manufacturer will use commercially reasonable efforts to notify the CSAB of errors in your Data. 

Furthermore, and in addition to the above, Manufacturer agree that CSAB does not control and shall not be responsible for what Manufacturer Data is provided or liable in any manner for any Manufacturer Data licensed under this Licensed Agreement including for any offensive, inappropriate, obscene, unlawful or otherwise objectionable Data licensed under this Licensed Agreement.  

 

7. Manufacturer Indemnification

7.1 Manufacturer shall defend, indemnify, and hold harmless CSAB its directors, officers, employees, shareholders, members, owners, subsidiaries, affiliated and related companies and agents, successors, and assigns, resellers, distributors, licensees, sublicensees, end users, subscribers, customers or any other user of the Data (collectively, the “Licensed Indemnitees”) from and against any and all costs, losses, damages, liabilities, judgments, fees, settlement or expenses (including reasonable attorneys' fees) ("Losses") from any claim, alleged claim, demand, suit, action, proceeding ("Claim") arising out of, under, in connection with, or resulting from (i) any infringement or misappropriation any of such third party's intellectual property rights by the Data, or (ii) for Manufacturer’s breach or violation of any term of this Licensed Agreement. 

7.2 If such a claim is made or appears possible, CSAB agrees to permit Manufacturer, at Manufacturer's sole cost and expense, to (A) modify or replace any such infringing part or feature of the Data to make it non-infringing, or (B) obtain rights to continue use. If neither of these alternatives are possible notwithstanding Manufacturer's commercially reasonable efforts, Manufacturer may terminate this Licensed Agreement, in its entirety or with respect to the affected part or feature of the Data, effective immediately on written notice to CSAB, provided that Manufacturer shall refund or credit to CSAB all amounts paid or lost by CSAB in respect of the Data that CSAB cannot reasonably use as intended under this Licensed Agreement. 

 

8. Limitations of Liability

UNDER NO CIRCUMSTANCES SHALL CSAB, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO MANUFACTURER FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUES, LOSS  OF USE OF ASSETS, LOSS OF CONTRACTS, INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE) ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY OR DUTY, TORT (INCLUDING NEGLIGENCE OF ANY PERSON (GROSS, SOLE, CONCURRENT, ACTIVE, OR PASSIVE), PRE-EXISTING CONDITION, PRODUCTS LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, OR ANY OTHER CAUSE, OR OTHERWISE, EVEN IF CSAB OR CSAB'S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO MANUFACTURER.  In no event shall CSAB's total or cumulative liability to MANUFACTURER for all damages, losses, and any causes of action whatsoever (whether in contract, tort (including negligence), or otherwise) exceed One Hundred US Dollars (US$100.00). MANUFACTUERER AGREE TO BEAR ALL COSTS RESULTING FROM THE USE OF MANUFACTURER DATA. 

 

9. Term and Termination

9.1 Term. The term of this Licensed Agreement shall begin on the Effective Date and continue for a period of one (1) year thereafter ("Initial Term"), and automatically renew for successive one (1) year periods ("Renewal Term(s)"), unless terminated earlier pursuant to the terms of Section 9.2. The Initial Term and Renewal Term(s) are collectively referred to herein as the "Term." 

9.2 Termination. Either Party may terminate this Licensed Agreement for convenience for any reason or no reason, upon thirty (30) days prior written notice to the other Party.  

9.3 Effect of Termination. Upon termination, CSAB agrees to immediately stop any further distribution of Manufacturer Data and, if requested in writing. Further, 

(a) All license and sublicense rights of Manufacturer Data licensed up to the date of termination will continue in force until or for so long as the end user uses Manufacturer Data.  

9.4 Survival. Any rights, obligations, or required performance of the parties in this Licensed Agreement which, by their express terms or nature and context are intended to survive termination of this Licensed Agreement, will survive any such termination or expiration, including the rights and obligations set forth in this Section(s) 2, 3, 4, 5, 7, 8, and 9.   

 

10. Miscellaneous

10.1 Relationship of Parties. This License Agreement will not be construed as creating an agency, partnership, joint venture or any other form of legal association between or among Manufacturer and CSAB, and Manufacturer will not represent to the contrary, whether expressly, by implication, appearance or otherwise. 

10.2 Waiver; Construction. Failure by CSAB to enforce any provision of this License Agreement will not be deemed a waiver of future enforcement of that or any other provision. CSAB and Manufacturer acknowledge and confirm that it has reviewed this License Agreement and that the rule of construction to the effect that the language of this License Agreement or any ambiguities contained therein are to be resolved against the drafting party shall not apply to this License Agreement or be employed in the interpretation and/or construction of this License Agreement. 

10.3 Assignability. Manufacturer agree that neither this License Agreement nor any interest, licenses, or rights may be assigned, transferred, or conveyed, in whole or in part. Any assignment in violation of this License Agreement by Manufacturer is deemed null and void. CSAB shall have the right to assign, transfer, or convey any interest, licenses, or rights, in whole or in part of this Licensed Agreement. 

10.4 Severability. (a) If for any reason a court of competent jurisdiction finds any provision of this License Agreement, or portion thereof, to be unenforceable, that provision of the License Agreement will be enforced to the maximum extent permissible so as to effect the economic benefits and intent of the parties, and the remainder of this License Agreement will continue in full force and effect. (b) Notwithstanding the foregoing, if applicable law prohibits or restricts Manufacturer from fully and/or specifically complying with Sections 2 or 3 or prevents the enforceability of this Section 10.4, this License Agreement will immediately terminate and Manufacturer must immediately discontinue any use of the Licensed Software and destroy all copies of it that are in Manufacturers possession or control. 

10.5 Governing Law.  This License Agreement shall be governed by, construed and enforced in accordance with the laws of Sweden without regard to its conflicts of law provisions. Manufacturer further consent to jurisdiction of the courts of Stockholm, Sweden with respect to any claim or dispute arising out of or relating to this License Agreement. 

10.6 Dispute Resolution. All claims, disputes, controversies, differences or misunderstandings between Manufacturer and CSAB hereto arising under, out of, or in connection with this License Agreement which cannot be amicably settled and resolved by the parties hereto, shall be finally settled or determined by arbitration before a panel of arbitrators in Stockholm, Sweden, in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce and any final award rendered in such arbitration shall be binding upon the parties and shall be enforceable in any court of competent jurisdiction. Arbitration proceedings shall be in the English language. 

10.7 Notices. CSAB may send notices pursuant to this License Agreement to Manufacturer email address provided by Manufacturer, and such notices shall be deemed received 24 hours after they are sent. 

10.8 Entire Agreement. This License Agreement constitutes the entire agreement between CSAB and Manufacturer and supersedes any and all prior or contemporaneous understandings or agreements, whether written or oral. Except as expressly set forth herein, Manufacturer nor CSAB make nor shall be bound by any warranties, representations, covenants, or agreements, express or implied.  This license Agreement shall not be modified by Manufacturer except by a written agreement executed by an authorized representative of CSAB and Manufacturer.  

10.9 Security: Any or all of the Data made available through the CPDLA may contain copyrighted material, trade secrets and other proprietary material. In order to protect these rights, CSAB agrees to use best efforts and to take all reasonable steps to safeguard the Manufacturer Data to ensure that no unauthorized User or person shall have access thereto. 

10.10 Library Data Policy Document. Manufacturer agree to, accept, and shall at all times comply with all of the terms and conditions as contained in the Library Data Policy Document, that is made available to Manufacturer, and as may be amended from time to time. CSAB reserves the right to update or change the Library Data Policy Document at any time, at its sole discretion, without notice.