| THIS
LICENSE AGREEMENT is made and entered into by and between MARCELINE MAPPING, a
Missouri Corporation and Purchasing Customer of Pro*Files (hereinafter referred
to as "LICENSEE"); with the intention of the parties being that LICENSEE
shall acquire hereby a non-exclusive right to make use of digital files originated,
prepared, developed, maintained, and owned by MARCELINE MAPPING. NOW,
THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION HEREBY ACKNOWLEDGED AS RECEIVED
BY ALL PARTIES HERETO, IT IS MUTUALLY UNDERSTOOD AND AGREED AS FOLLOWS: MARCELINE
MAPPING shall provide to LICENSEE digital work file(s) of the area/territory for
the sole purpose (use), which shall be made by LICENSEE of said digital files,
shall be as follows:
A. For internal working purposes only.
B. LICENSEE
does not have the authority to reproduce or disclose information to any other
person, firm or entity except as specifically authorized by Marceline Mapping. MARCELINE
MAPPING will further provide to LICENSEE the opportunity to acquire updated versions
of the digital files initially provided to LICENSEE upon payment of such fee as
shall be then charged by MARCELINE MAPPING for such updated service applicable
to all similar LICENSEES of MARCELINE MAPPING'S said digital files which may be
adjusted from time to time by MARCELINE MAPPING. However, MARCELINE MAPPING shall
have no duty to update any of said digital files; but in the event MARCELINE MAPPING
does update the same, LICENSEE shall be provided the opportunity to utilize the
same as set forth above.
LICENSEE
acknowledges and agrees that the right acquired hereunder is simply a license
to use the digital files of MARCELINE MAPPING as specified herein and that, at
all times, the ownership and exclusive right to possession of said digital files
shall remain with MARCELINE MAPPING; and LICENSEE shall not duplicate, copy, sub-license,
or in any other manner utilize said digital files without the prior expressed
written consent of MARCELINE MAPPING being first obtained.
LICENSEE consents
and agrees that the said digital files (including any updates of the same if applicable)
constitute a valuable property right of MARCELINE MAPPING and that MARCELINE MAPPING
will sustain substantial damages in the event of any unauthorized duplication,
copying, sub-licensing, reselling, or in any other manner utilizing the same,
either directly or indirectly, for any other purpose or with respect to any third
party other than as expressly provided herein and, accordingly, LICENSEE specifically
consents and agrees as follows: |
| A. | MARCELINE
MAPPING shall be entitled to injunctive relief with respect to any such violation
of the use of said digital files: | |
| B. | MARCELINE
MAPPING shall also be entitled to actual damages in addition to any such injunctive
relief and the parties expressly consent and agree that such actual damages shall,
in any event, be not less than Five Thousand Dollars ($5,000.00) for each violation
of this LICENSE AGREEMENT by LICENSEE; | |
| C. | In
the event of any litigation brought by MARCELINE MAPPING to enforce the terms
and conditions of this LICENSE AGREEMENT, MARCELINE MAPPING shall be entitled
to recover all costs of litigation including a reasonable attorney's fee; |
|
| D. | The
Circuit Court of Linn County, Missouri shall be deemed to have jurisdiction of
any action brought to enforce the terms and conditions of this LICENSE AGREEMENT; |
The
license to use the said digital files as set forth herein above is non-exclusive
and MARCELINE MAPPING may continue to utilize said digital files, including any
updates thereof, either directly or by further licensing the same to third parties,
etc;
The individuals signing this LICENSE AGREEMENT on behalf of the
parties hereto and hereby represent and warrant that they are duly authorized
to bind their respective principals and that this document does, in fact, constitute
a valid and legally binding contractual agreement. Marceline
Mapping has prepared this digital file from records and other data on public file.
The information from these records is believed to be useful and accurate. This
information should not be used to prepare legal documents.
THIS
LICENSE AGREEMENT shall be binding upon, and shall insure to the benefit of, the
parties hereto, their heirs, personal representatives, successors, and assigns,
and has been entered into together with any number of counterparts, each of which
shall be deemed to be a duplicate original and each of which shall have the same
force and effect as the original thereof. | | |
|
| 
Join our Mailing List
Sign
up to receive our monthly newsletter
containing updated product information in your e-mail inbox.
|
|
