ENWISEN, INC. (formerly Firstdoor, Inc.)
(Last revised January 23, 2004)
This License Agreement is between Enwisen, Inc. (formerly
Firstdoor, Inc.), and Customer. This License Agreement shall apply to each
License of Licensed Products by Customer.
To make this License Agreement as easy to read as possible,
Enwisen has simplified certain provisions by substituting defined terms for
certain otherwise comprehensive concepts. Accordingly, the capitalized terms
used throughout this License Agreement shall have the meanings assigned to such
terms in Section 15 (Definitions).
this License Agreement by reference.
2. COPYRIGHT AND TRADEMARK GUIDELINES.The Copyright and
Trademark Guidelines are incorporated in this License Agreement by reference.
3. APPLICABILITY AND ACCEPTANCE OF LICENSE AGREEMENT.This
License Agreement applies to the Licensed Products listed on each applicable
Order Form. ANY USE OF ANY LICENSED PRODUCTS BY CUSTOMER OR ANY USERS WITHIN
CUSTOMER'S ORGANIZATION INDICATES CUSTOMER'S ACCEPTANCE OF EVERY PROVISION OF
THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS
STATED HEREIN, IMMEDIATELY CONTACT ENWISEN CUSTOMER SUPPORT AT 1-866-275-3477
OR BY E-MAIL AT ESERVICE@ENWISEN.COM. RENEWAL OF ANY SUBSCRIPTION FOR ANY
LICENSED PRODUCT FOLLOWING ANY CHANGES TO THIS LICENSE AGREEMENT WILL
CONSTITUTE ACCEPTANCE OF THOSE CHANGES.
4. LICENSE. Customer has purchased a License to use
Licensed Products for the benefit of the Users in Customer's organization
specified in the applicable Order Form. Enwisen hereby grants to each such User
a limited, non-exclusive, non-transferable License to use the Licensed Products
in accordance with this License Agreement. This License shall be effective
during the Term.
The number of Users that shall have a License to use the
Licensed Products shall not exceed any maximum number of Users specified on the
Order Form. All Users must be employees of Customer. Use of any Products,
including Licensed Products, by Third Parties, including consultants,
contractors, and subcontractors, is not permitted unless authorized by Enwisen
in writing. Customer agrees to be fully responsible for any breach of this
License Agreement by any Third Parties that Customer or any User in Customer's
organization permits to use any Products.
Each Customer will be solely responsible for selecting,
purchasing, installing, and maintaining the hardware and Software necessary for
its Users to use the Licensed Products.
Enwisen's grant of any license to use any of the Products is
subject to the following rights, which are exercisable in Enwisen's sole
discretion and without notice:
The right to change, suspend, or discontinue any aspect of the Licensed
Products at any time, including the availability of any feature, database, or
The right to impose limits on or restrict access to any feature of the Licensed
Products without notice or liability, including if Enwisen believes that a
Customer or any User in Customer's organization has engaged in any conduct or
activity that violates applicable law or any provision of this License
The Licensed Products incorporate certain Content under license
from BNA, certain Content and Software under license from Enwisen, and certain
Content and Software under license from other Licensors. Future updated
versions of the Licensed Products are dependent upon continuing contractual
relations between Enwisen and other Licensors.
Customer agrees to keep the terms of any applicable Order Form
strictly confidential and agrees to not disclose, either directly or
indirectly, the terms of such Order Form.
5. RULES REGARDING USE OF LICENSED PRODUCTS.Each User
agrees to conform to the rules regarding use of Licensed Products set forth in
this License Agreement, unless authorized by Enwisen in writing to do
(a) Limitations on Use by Users of Licensed Products. Users
may not use the Licensed Products except as expressly permitted under any Order
Form and this License Agreement and under applicable intellectual property law,
including U.S. copyright laws. Any routine and/or systematic redistribution of
any portion of the Licensed Products is expressly prohibited.
(b) Permitted Uses. Users may access the Licensed
Products for their individual or personal use, including the uses permitted by
the Copyright and Trademark Guidelines. All notices of proprietary rights,
including trademark and copyright, in the Licensed Products must appear on all
permitted copies of Licensed Products or portions thereof made by each User
under this License Agreement.
(c) Prohibited Uses. Unless otherwise authorized by the
appropriate Licensors, any routine or systematic distribution of any portion of
the Licensed Products is strictly prohibited.
The rights granted by this License Agreement are an expansion of
the rights granted under the Copyright Act and do not include any rights to
reproduce in its entirety any portion of the Licensed Products or materials
contained therein. No part of the Licensed Products may be duplicated in any
medium or format beyond the express terms of this License Agreement without
prior written authorization from the appropriate Licensor. Any use not
authorized by this License Agreement is prohibited and is not a fair use under
the U.S. copyright law.
Users may not and may not permit others to do any of the
following, without written authorization by the appropriate Licensor:
Reproduce, create derivative works from, perform, display, publish, transmit,
distribute, sell (or participate in any sale), or otherwise access, use, or
exploit any material retrieved from or contained in the Licensed Products in
any manner whatsoever that may infringe any copyright or proprietary interest
of any Licensor.
Store any Content from the Licensed Products in any information storage and
Distribute the information contained in the Licensed Products to any Person who
is not duly authorized to receive the Licensed Products.
Distribute, rent, sublicense, lease, transfer or assign any License to the
Licensed Products granted pursuant to this License Agreement, any Order Form,
Decompile, disassemble, or otherwise reverse-engineer the Licensed Products, or
alter, translate, modify, or adapt the Licensed Products to create derivative
Make use of "framing" or other means of redirecting Content.
Copy and redistribute within an organization any tables of contents,
highlights, and other finding aids included in the Products.
Place or install any portion of the Licensed Products on any electronic media,
including, but not limited to, local or wide area networks, timesharing
services, multiple processing units, multiple site arrangements, service or
software rental bureaus, list servers, online services, electronic bulletin
boards or forums, Web sites or any other server that is Internet-enabled.
(d) Limited Use.
(i) HR AnswerSource Professional Edition (Enterprise Version).
All Licenses with respect to the Product HR AnswerSource Professional Edition
(Enterprise Version) are limited such that Users in Customer's organization may
use HR AnswerSource Professional Edition (Enterprise Version) only if they are
(A) in the Human Resources department, (B) in the Legal department, (C) the
Chief Executive Officer or (D) the Chief Financial Officer or if such Users use
HR AnswerSource Professional Edition (Enterprise Version) solely to answer
questions that the Customer's clients may ask the User or to formulate advice
for the Customer's clients. Customer acknowledges that it must purchase a
License for the Product HR AnswerSource Manager Edition (Enterprise Version) if
it intends for any such Users in Customer's organization to use any Licensed
Product for internal purposes.
(ii) HR AnswerSource Professional Edition (Basic Version) -
Universal Access License. All Universal Access Licenses with respect to
the Product HR AnswerSource Professional Edition (Basic Version) are limited
such that Users in Customer's organization may use HR AnswerSource Professional
Edition (Basic Version) only if they are (A) in the Human Resources department,
(B) in the Legal department, (C) the Chief Executive Officer or (D) the Chief
Financial Officer. A Universal Access Licenses is a License for which the
License fees are based on either (i) the number of employees in the Customer's
organization or (ii) the number of employees in a division, regional office, or
other segment of the Customer's organization.
(e) Export Controls. User in Customer's organization
shall export, transship or re-export the Licensed Products (i) to any
individual located in Iran, Iraq, Libya, Cuba, the Federal Republic of
Yugoslavia (Serbia and Montenegro), North Korea, Sudan, Burma (Myanmar), and
any other country listed from time to time by the United States government as a
similarly restricted nation (collectively, the "Restricted Nations");
(ii) to any business or organization owned, controlled by or acting on behalf
of an individual, business or organization in a Restricted Nation; (iii) to the
governments of a Restricted Nation or any business or organization owned,
controlled by or acting on behalf of a government of a Restricted Nation; or
(iv) to any individual, group or organization on the U.S. Department of
Treasury's Office of Foreign Assets Control's list of Specially Designated
Nationals or the U.S. Department of Commerce's Bureau of Export
Administration's List of Denied Persons, as each may be amended from time to
time. Each User represents and warrants that neither it nor Customer (i) is an
individual located in a Restricted Nation; (ii) is a business or organization
owned, controlled by or acting on behalf of an individual, business or
organization in a Restricted Nation; (iii) is a government of a Restricted
Nation; (iv) is a business or organization owned, controlled by or acting on
behalf of a government of a Restricted Nation; and (v) is an individual, group
or organization on the U.S. Department of Treasury's Office of Foreign Assets
Control's list of Specially Designated Nationals or the U.S. Department of
Commerce's Bureau of Export Administration's List of Denied Persons. Customer
will defend, indemnify, and hold Enwisen, BNA, and all other Licensors (each a
"Non-Exporting Party"), and each Non-Exporting Party's officers,
directors, employees, shareholders, agents, suppliers, or representatives
harmless from and against any and all Losses incurred directly or indirectly as
a consequence of any failure by a User in Customer's organization to comply
with these export controls. This obligation shall survive termination of any
applicable License to use Licensed Products.
(f) Remedies for Breach. Each User acknowledges that the
Licensed Products (and the licensed materials contained therein) are highly
proprietary in nature and that unauthorized copying, transfer or use may cause
the Licensors irreparable injury that cannot be adequately compensated for by
means of monetary damages. Customer and each User in Customer's organization
agrees that Enwisen may enforce any breach of this License Agreement by
Customer or any such User by means of equitable relief (including, but not
limited to, injunctive relief) in addition to any other available rights and
6. OWNERSHIP. The Products contain proprietary material
of BNA and of Enwisen that is protected by copyright and other laws respecting
proprietary rights. The Products also may contain similarly protected licensed
proprietary material of other Licensors. Each Licensor retains all rights in
the Products, including (without limitation) all copyright and other
proprietary rights worldwide in all media. Customer agrees to make the
Copyright and Trademark Guidelines available to all Users within Customer's
organization. Customer may either distribute the Copyright and Trademark
Guidelines in print form or provide Users with a link to the Copyright and
Trademark Guidelines. Enwisen reserves the right to revise the Copyright and
Trademark Guidelines at any time.
7. WEB-LINKING TO THE PRODUCTS. Any Customer may provide
hot links to any publicly available portions of the Products that are not
protected by password or other control measures, provided (a) the Customer
notifies Enwisen of such a link by sending an e-mail to email@example.com,
(b) the Customer does not remove or obscure, by framing or otherwise,
advertisements, copyright notices, or other notices on the Products, and (c)
the Customer immediately discontinues providing hot links to the Products if
notified by Enwisen.
8. DISCLAIMER OF PROFESSIONAL ADVICE. The information
provided through the Licensed Products is not a substitute for legal and other
professional advice where the facts and circumstances warrant. If any Users in
Customer's organization require legal advice or other professional assistance,
each such User should always consult his or her own legal or other professional
advisors and discuss the facts and circumstances that apply to the User. PLEASE
NOTE THAT THE INFORMATION PROVIDED THROUGH THE LICENSED PRODUCTS DOES NOT
ADDRESS THE APPLICABILITY OF LAWS AND BEST PRACTICES FOR BUSINESS OPERATIONS
OUTSIDE OF THE UNITED STATES.
9. LIMITATION OF LIABILITY. IN NO EVENT SHALL ENWISEN OR
ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE
LIABLE TO ANY USER, ANY CUSTOMER, OR ANY OTHER PERSON FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN
ANY WAY ARISING FROM OR RELATING TO THIS LICENSE AGREEMENT OR RESULTING FROM
THE USE OF OR INABILITY TO USE ANY LICENSED PRODUCT OR THE PERFORMANCE OR
NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS LICENSE AGREEMENT, INCLUDING THE
FAILURE OF ESSENTIAL PURPOSE, EVEN IF SUCH USER, CUSTOMER, OR OTHER PERSON HAS
BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING. SOME
STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR
LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR
EXCLUSIONS MAY NOT APPLY TO ALL CUSTOMERS OR THEIR RESPECTIVE USERS.
While Enwisen and the other suppliers of content and technology
for the Licensed Products attempt to deliver accurate and complete Content and
error-free Software, occasional errors or omissions may occur in the Licensed
Products. Enwisen will make reasonable efforts to either correct these errors
or omissions or cause the other suppliers of content and technology for the
Licensed Products to correct these errors or omissions. Nevertheless, neither
Enwisen nor such other parties can make any representation regarding the
accuracy or completeness of the Content provided or the error-free nature of
the Software provided. EXCEPT AS SPECIFICALLY PROVIDED IN THIS LICENSE
AGREEMENT, THE LICENSED PRODUCTS ARE PROVIDED TO USERS "AS IS."
ENWISEN AND THE SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS
MAKE NO OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED. ENWISEN
AND THE SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS DO NOT
WARRANT THE ACCURACY, COMPLETENESS, PERFORMANCE, CURRENCY, MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE OF THE LICENSED PRODUCTS OR THE INFORMATION
THEY CONTAIN OR THE METHOD OF DELIVERING THAT INFORMATION TO USERS. ENWISEN AND
THE SUPPLIERS OF CONTENT AND SOFTWARE FOR THE LICENSED PRODUCTS DISCLAIM ALL
RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RESULTING FROM, ARISING OUT
OF, OR ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM ANY LICENSED
PRODUCT AND ITS CONTENT, INCLUDING TECHNICAL INACCURACIES AND TYPOLOGICAL
ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY
ACCESSED THROUGH HOT LINKS IN ANY LICENSED PRODUCT, (C) THE UNAVAILABILITY OF
ANY LICENSED PRODUCT, (D) ANY USE OF ANY LICENSED PRODUCT, (E) ANY USE OF ANY
EQUIPMENT OR SOFTWARE IN CONNECTION WITH ANY LICENSED PRODUCT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, OR (F) ANY RELIANCE ON THE INFORMATION
CONTAINED IN THE LICENSED PRODUCTS OR IN ANY CUSTOMER SUPPORT INFORMATION, EVEN
IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT MAY ANY CUSTOMER OR ANY USER BRING ANY CLAIM OR
CAUSE OF ACTION AGAINST ENWISEN MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR
CAUSE OF ACTION ARISES.
IF ANY OF THE FOREGOING LIMITATIONS ARE HELD TO BE
UNENFORCEABLE, ENWISEN'S LIABILITY FOR DAMAGES UNDER THIS LICENSE AGREEMENT TO
ANY CUSTOMER, ANY USER, OR ANY OTHER PERSON SHALL IN ANY EVENT NOT EXCEED THE
AMOUNT OF FEES PAID BY CUSTOMER FOR ANY SUBSCRIPTION TO THE LICENSED PRODUCTS
PURSUANT TO ANY APPLICABLE ORDER FORM.
10. INDEMNIFICATION. Customer agrees to indemnify,
defend, and hold Enwisen and the suppliers of Content and technology for the
Licensed Products harmless from and against any and all Claims and Losses
arising out of or in any way related to any use of the Licensed Products or of
any content, data, or documentation received through the Licensed Products by
Customer or any of its Users, regardless of the form of action.
(a) Implementation of Subscriptions. Each Customer shall
identify to Enwisen, in writing, the names and e-mail address of each User that
Customer wants to have access to the Licensed Products. Enwisen shall send to
Customer a USER ID and password for each User with respect to which Enwisen
actually receives such information. Enwisen shall not be required to give any
User access to the Licensed Products unless Customer has delivered such
information for that User.
(b) Payment. Unless otherwise specified in the Order Form
or agreed to in writing by Enwisen:
At the beginning of the Term, Enwisen will send a bill to Customer at one
designated billing address.
If Customer upgrades a subscription (e.g., increases the number of maximum
authorized Users) after Customer orders a Subscription, Enwisen will invoice
Customer for additional License fees for such Users at the prices in effect at
the time of the change, on a pro-rated basis over the remainder of the current
Subscription term as specified in the Order Form.
Within 60 days after Customer agrees to a new Subscription,
Customer must notify Enwisen of any existing Subscription that needs to be
cancelled as a result of the new Subscription. If Customer gives timely notice,
Enwisen will apply any payments made by Customer on the unfulfilled portions of
the existing Subscription to amounts owed with respect to the new Subscription.
All fees for Subscriptions listed in the Order Form are
exclusive of any taxes and charges for replication, telecommunication,
Software, hardware, and other equipment. It is the responsibility of Customer
to do either of the following: (a) promptly provide Enwisen with the number of
Users by location, including street address, and (b) if applicable (e.g.,
enterprise licenses), complete the Sales Tax Worksheet. Where Enwisen can
reasonably determine how to make an allocation, Enwisen will calculate sales
tax based on the pro rata share of the total invoice attributable to each
location. Where Enwisen cannot reasonably determine how to make such an
allocation, Enwisen will calculate sales tax based on Customer's billing
address. If Enwisen is required to collect any sales or other taxes as a result
of an Order Form (excluding taxes based on Enwisen's income), Enwisen will bill
such taxes to Customer. Customer agrees to promptly pay any such invoice.
All payments are due to Enwisen within 30 days after the invoice
date. After 30 days, Enwisen will assess interest on all amounts reflected in
the invoice at a rate of 1% per month. Enwisen may also immediately terminate
all access to the Licensed Products by Customer and Users in Customer's
organization without further notice if Enwisen does not receive payment, or
written notice of payment dispute, within 60 days after the invoice date.
(c) Renewals. Enwisen reserves the right to revise its
prices for renewal Subscriptions at any time and without notice. Customer's
payment of any renewal invoice will constitute acceptance of the renewal price
and renewed Subscription, which will continue to be otherwise governed by the
applicable Order Form and this License Agreement. The conditions of payment
described above in Section 11(b) shall apply to all payments of renewal
(d) Registration Process. In order to access and use the
Licensed Products, each User must complete the registration process by
will not be able to use the Licensed Products.
(e) Term and Termination. Except as otherwise set forth
in any Order Form, each Subscription shall continue during the Term. In
addition to any other termination provisions set forth in the Order Form, this
License Agreement shall be terminable for any of the following reasons:
By either Enwisen or the Customer, if the terminating party delivers to the
other party written notice of its intent to terminate the applicable Order Form
no less than 30 days before the last day of the Term, provided that no party
may deliver such a termination notice any earlier than 10 months after the
Start Date included in the applicable Order Form, unless the Subscription term
By Enwisen, immediately, if Enwisen does not receive payment of any License
fees, or written notice of payment dispute with respect thereto, within 60 days
after the invoice date.
By Enwisen, immediately after written notice to Customer, if any User in
Customer's organization materially breaches any provision of this License
Agreement and Customer fails to remedy that breach within 30 days after Enwisen
gives written notice to Customer of such breach.
By either Enwisen or the Customer, upon written notice to the other party, if
the other party materially breaches any provision of this License Agreement and
the other party fails to remedy that breach within 30 days after such party
gives written notice to the defaulting party of such breach.
All obligations under this License Agreement when terminated
shall survive with respect to any events occurred, or any money that was
accrued and owing, prior to the effective date of any termination of this
12. NOTICES. All notices, requests and other
communications that Enwisen or any Customer is required or may desire to serve
upon the other under or in connection with this License Agreement shall be in
writing. Any such notice may be served in person; by certified mail, return
receipt requested (postage prepaid); or by commercially recognized overnight
delivery service that requires a signed receipt (prepaid). Any such notice
delivered in accordance with the forgoing shall be deemed to have been given as
follows: three days after mailed in any general or branch United States Post
Office; one day after deposit with a commercially recognized overnight delivery
service; or upon personal delivery, as applicable. All such notices shall be in
writing and addressed to the party to be served as follows:
If to Enwisen, to 7110 Redwood Blvd., Suite C, Novato, California 94945,
Attention: General Counsel.
If to Customer, to the address included in the applicable Order Form as the
primary contact address to the attention of the individual so identified in
that Order Form as the primary contact (or as otherwise designated by Customer
by written notice to Enwisen).
Either Enwisen or Customer may change its notice address by
written notice to the other served as provided above, provided, however, that
any notice of change of address shall be effective only upon receipt.
13. GOVERNMENT CUSTOMERS. U.S. Government rights to use,
modify, reproduce, release, perform, display, or disclose these technical data
and/or computer data bases and/or computer software and/or computer software
documentation are subject to the limited rights restrictions of DFARS
252.227-7015(b)(2) (June 1995) and/or subject to the restrictions of DFARS
227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable
for U.S. Department of Defense procurements and the limited rights restrictions
of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions
of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987), as applicable, and
any applicable agency FAR Supplements, for non-Department of Defense Federal
14. MISCELLANEOUS PROVISIONS.
(a) Force Majeure. Enwisen shall not be liable for
failure to perform any part of this License Agreement where such failure is due
to fire, flood, strikes, labor troubles or other industrial disturbances,
inevitable accidents, war (declared or undeclared), acts of terror,
commercially unreasonable hostile acts by a Third Party with respect to the
Products (including a denial of service attack), embargoes, blockages, legal
restrictions, governmental regulations or orders, riots, insurrections, or any
cause beyond the control of such party. However, Enwisen shall use diligent
efforts to resume performance. This License Agreement shall not be regarded as
terminated or frustrated as a result of such failure of performance that does
not exceed six (6) months, and the parties shall proceed under this License
Agreement when the causes of such non-performance have ceased or have been
(b) No Waiver. Should Enwisen or any Customer fail to
exercise or enforce any provision of this License Agreement or to waive any
rights in respect thereto, such waiver or failure shall not be construed as
constituting a continuing waiver or a waiver of any other right.
(c) Choice of Law. This License Agreement shall for all
purposes be governed, interpreted, construed, and enforced solely and
exclusively in accordance with the law of the State of Georgia, USA, without
regard to its choice-of-law rules.
(d) Entire Agreement. Unless otherwise specified in any
applicable Order Form, this License Agreement, as it may be amended from time
to time, constitutes the entire agreement between each Customer and Enwisen
with respect to the subject matter thereof. This License Agreement supersedes
all prior or contemporaneous writings, discussions, agreements, and
understandings of any kind and every nature (including, without limitation, any
oral, written, or electronic communications) between Customer and Enwisen with
respect to the subject matter of this License Agreement.
(e) Severability. If any provision of this License
Agreement shall be held to be unenforceable, the parties shall renegotiate
those provisions in good faith to be valid, enforceable substitute provisions,
which provisions shall reflect as closely as possible the intent of the
original provisions of this License Agreement. If the parties fail to negotiate
a substitute provision, this License Agreement will continue in full force and
effect without that provision and will be interpreted to reflect the original
intent of the parties.
(f) Electronic Execution. Any use of any Licensed
Products by Customer or any Users within Customer's organization indicates
Customer's acceptance of every provision of this License Agreement. In any
action or proceeding arising from or related to any Products, a printed version
of all Order Forms, this License Agreement (as it may be amended from time to
time), and of any other electronic communications between Customer and Enwisen
will be admissible to the same extent as other documents and communications
originally generated or maintained in printed form.
(g) Third Party Beneficiaries. All beneficial rights
(other than the right to collect fees) granted to or reserved in this License
Agreement by Enwisen, including limitations of liability, warranty disclaimers,
confidentiality, ownership, limitation of damages, and indemnification for
Third Party claims, shall accrue to and are for the benefit of Licensors to the
same extent as Enwisen. Except as expressly stated therein, nothing contained
in this License Agreement is intended to create third party beneficiaries
thereof or thereunder.
(h) Each Party Acting Independently. Enwisen and each
Customer agree that, for purposes of any applicable Order Form, each is acting
independently of the other, that they are not joint venturers, and that neither
is an agent, partner or joint venturer of the other.
(i) Amendment and Assignment. No Order Form shall be
changed, modified or amended except by a writing signed by a duly authorized
officer of Enwisen and each Customer that is a party thereto. No Customer may
assign this License Agreement or any rights or obligations created under this
License Agreement without the prior written consent of Enwisen.
(j) Headings and Cross-References. The headings in this
License Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. All references to Sections or headings
shall be deemed references to such parts of this License Agreement, unless the
context shall otherwise require.
15. DEFINITIONS. For all purposes of this License
Agreement or any other document that incorporates this License Agreement or
this "Definitions" section by reference, the terms used throughout
this License Agreement shall have the following meanings:
"BNA" means The Bureau of National Affairs, Inc.
"Claim" means any Third Party action, cause of action, claim,
or demands that might reasonably be expected to give rise to a Loss.
"Content" means data, materials, documentation, research,
text, pictures, animations, artistic works, and similar works of authorship.
Content shall not include Software.
"Copyright and Trademark Guidelines" means the "Copyright
and Trademark Guidelines," as it may be amended from time to time, which
can be found at http://www.firstdoor.com/member_services/legal/copyright.asp
"Customer" means a subscriber to any of the Licensed Products,
whether pursuant to an Order Form or otherwise.
"Definitions" means Section 15 of this License Agreement.
"Disclaimer of Professional Advice" means Section 8 of this
License Agreement, which can also be found at
"Enwisen" means Enwisen, Inc. (formerly Firstdoor, Inc.), its
employees, officers, and directors.
"Including," and its other forms such as "include,"
shall be deemed to mean "including without limitation."
"License" and its other forms such as "Licenses"
and "Licensed," means to provide, pursuant to this License
Agreement, services utilizing any Products that provide information and
functionality to a User in Customer's organization where the hardware platform
or network system on which the Products operate are neither owned nor operated
by or on behalf of any Customer or any User, including on an ASP (application
service provider), hosted, service bureau, VPN (virtual private network), or
similar basis, whether utilizing the Internet or not.
"License Agreement" means this License Agreement, as it may be
amended from time to time, which can be found at
http://www.firstdoor.com/member_services/tac.asp. For all purposes, all
and Trademark Guidelines, and any applicable Order Form.
"Licensed Products" means Products that are subject to a
"Licensors" means BNA, Enwisen, and other suppliers of
Content, Software, or other technology for the Products.
"Loss" means any damage, loss, injury, debt, liability,
expense, or other cost or obligation, including reasonable attorneys' fees.
"Marks" means all trademarks, service marks, trade dress,
trade names, corporate names, proprietary logos or indicia (including any logos
licensed for use), and other source or business identifiers.
"Order Form" means any agreement, invoice, purchase order, or
subscription confirmation (whether in paper or electronic format) detailing the
terms of the Subscription that the Customer has agreed to purchase for certain
specified Users, as it may be amended from time to time.
"Person" means any natural person, corporation, limited
liability company, partnership, venture, joint venture, association, or other
legal entity whatsoever.
it may be amended from time to time, which can be found at
"Products" means all products and services offered for License
by Enwisen and includes all databases, Software, Content and related
documentation included in or accompanying the products and services.
"Software" means computer programs and programming.
"Subscription" means any subscription to License a Licensed
Product pursuant to an Order Form.
"Term" means the term of a Subscription designated in the
Order Form and any subsequent renewal terms.
"Third Party" means, with respect to Enwisen, any Customer, or
any User in a Customer's organization, any Person that is not an affiliate of,
or related by common ownership, or affiliated by corporate control with,
Enwisen, that Customer, or that User, respectively.
"User" means anyone in Customer's organization who uses any
feature of any Licensed Product and who is authorized to have access to that
Licensed Product pursuant to a License.