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Licence Agreement:
You must agree to the terms of this licence before proceeding with the download.
ARGUS SOFTWARE LICENCE AGREEMENT


THIS DOCUMENT IS A LEGAL AGREEMENT BETWEEN LICENCEE AND ARGUS SOFTWARE INC.. (“LICENSOR”).  BY CLICKING ON “I AGREE” BELOW AND INSTALLING THE SOFTWARE, YOU, ON BEHALF OF LICENCEE, AGREE AND ARE SUBJECT TO THE LICENCE TERMS SET FORTH BELOW AND ARE INDICATING THAT LICENCEE IS DOMICILED IN THE UNITED STATES, AND THAT THE PARTY ENTERING INTO THIS AGREEMENT ON BEHALF OF LICENCEE IS 18 YEARS OLD OR OLDER.  YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ORGANIZATION THAT IS TO BE THE LICENCEE HEREUNDER.  IF LICENCEE DOES NOT AGREE WITH ANY OF THIS AGREEMENT, DO NOT INSTALL THIS SOFTWARE, DELETE IT FROM ALL OF LICENCEE’S COMPUTER EQUIPMENT, AND RETURN ANY COPIES SHIPPED TO LICENCEE. YOU UNDERSTAND AND ACKNOWLEDGE THAT, ONCE YOU CLICK ON “I AGREE” BELOW, ANY FEES PAID TO LICENSOR FOR THE SOFTWARE ARE NON-REFUNDABLE AND NON-RETURNABLE.

Please print a copy of this Agreement for your records.

 
1.	DEFINITIONS.

1.1	“Agreement” means this Software Licence Agreement, as may be amended from time to time.
1.2	“Licencee” means the single end-user customer organisation entering into this Agreement.

1.3	“Software” means the ARGUS Valuation - DCF, ARGUS Property Budget, ARGUS Asset Management, ARGUS Valuation - Capitalisation, ARGUS Developer or ARGUS Timberline SQL Warehouse computer software programs, as applicable to Licencee, comprising the various applications provided by Licencor included under this Agreement and any updates, upgrades, enhancements, error corrections or bug fixes thereto provided by Licencor to Licencee. 

1.4	“Documentation” means documentation that describes the function and use of each program in sufficient detail to permit use of the Software.

1.5	“Intellectual Property Rights” means all intellectual property rights protected by law throughout the world, including all copyrights, copyright registrations and applications, trademark rights (including trade dress), trademark registrations and applications, patent rights (including the right to apply therefor), patent applications (including the right to claim priority under applicable international conventions) and all patents issuing thereon, industrial property rights, inventions (whether or not patentable), together with all utility and design, know-how, specifications, trade names, mask-work rights, trade secrets, moral rights, author's rights, algorithms, rights in packaging, goodwill, and other intellectual and industrial property rights, as may exist now and hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction.

1.6	The “Object Code” of the Software means the programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse assembly, reverse compiling, or reverse engineering.

1.7	The “Source Code” of the Software means the program(s) written in programming languages, including all comments and procedural code, such as job control language statements, in a form intelligible to trained programmers and capable of being translated into Object Code for operation on computer equipment through assembly or compiling, and may include documentation, such as, flow charts, schematics, statements of principles of operations, and architecture standards,  describing the data flows, data structures, and control logic of the program(s) in sufficient detail to enable a trained programmer through study of such documentation to maintain and/or modify the program(s) without undue experimentation.

1.8	A “Derivative Work” means a work that is based on one or more preexisting works, such as a revision, enhancement, modification, translation, abridgment, condensation, expansion, or any other form in which such preexisting works may be recast, transformed, or adapted, and that, if prepared without authorization of the owner of the copyright in such preexisting work, would constitute a copyright infringement.  For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a preexisting work.  Unless otherwise provided in this Agreement, all references to the Software includes any Derivative Works provided by Licencor or authorised to be made by Licencee hereunder.

1.9	“Computer” shall mean a single microcomputer, personal computer, workstation, computer terminal, network workstation or network file server.

1.10	An “Affiliate” means any corporation, partnership, joint venture, or other entity (1) as to which Customer owns or controls, directly or indirectly, stock or other interest representing more than twenty-five percent (25%) of the aggregate stock or other interest entitled to vote on general decisions reserved to the stockholders, partners, or other owners of such entity; (2) if a partnership, as to which Licencee or another Affiliate is a general partner; (3) to which Licencee provides substantial management services under contract; or (4) that Licencee otherwise is in common control with, controlled by, or controls in matters of management and operations.

2.	LICENCE GRANTS AND RESTRICTIONS.

2.1	Subject to the terms of this Agreement, Licencor grants to Licencee a non-transferable, non-exclusive, non-sub licenceable limited  licence, under all applicable Intellectual Property Rights, to install, copy, use and display the Software applicable to Licencee on a computer or computer network, owned or controlled solely by Licencee, and to access and permit its employees and consultants to access such Software in accordance with the Documentation, for internal business purposes only.  All rights not expressly granted are reserved by Licencor.  The Software is “installed” on a Computer when it is copied to the hard disk of a Computer.  The Software is in “use” when it is loaded into the Computer’s temporary memory (i.e., RAM).  If the Software is installed on a network fileserver, each user agrees to be bound by the terms of this Agreement.  Licencee may use the  licenced Software for the benefit of its Affiliates, provided that they assume and abide by the obligations and restrictions established hereunder.  Except as related to the internal business of Licencee and Licencee’s Affiliates, Licencee may not use the Software to process accounts or records, or to generate output data, for the direct benefit of, or for purposes of rendering services to, any other business entities or organisations.

2.2	If Licencee has purchased a “term”  licence, Licencee’s  licence to operate the  licenced Software will remain in full force and effect until the earlier of (a) the expiration of term for which Licencee has paid all fees, or (b) the occurrence of any termination event under Section 12.  If Licencee has purchased a “perpetual”  licence, Licencee’s  licence to operate the  licenced Software will remain in full force and effect until the occurrence of any termination event under Section 12.  

2.3	Except as expressly set forth in this Agreement, Licencee may not: 
(a)	(i) decompile, disassemble, or otherwise reverse engineer (except as otherwise required by copyright law) or attempt to reconstruct or discover, in any way, any source code, programming, algorithms, design structure, interoperability interfaces, concepts, construction methods underlying ideas, or file formats of the Software, for any purpose, (ii) remove any identification markings, including but not limited to copyright notices and trademarks, from the Software, or (iii) make any modification, enhancement, or Derivative Work of the Software, or incorporate the Software, or any portion thereof, into or with any other software; or 
(b)	copy, sell, lease, assign, distribute or transfer in any manner or form, in whole or in part, the Software.
Notwithstanding the foregoing, Licencee may make copies of the Documentation, containing all legends, trademarks, trade names, copyright notices and other identifications associated with the original, to the extent reasonably necessary to operate the  licenced Software as set forth in this Agreement.

2.4	Licencee may only use the  licenced Software to process data that is related to one or more of the following:
(A)	property that Licencee or its Affiliates owns or manages; 
(B)	a third party’s property in the course of Licencee or its Affiliates providing substantial property management services, financing, mortgage brokerage services, property brokerage services, or a formal appraisal of value by an appraiser  licenced or accredited in accordance with industry practices; or
(C)	a third party’s property for the purpose of investigating the entry by Licencee or its Affiliates into one of the foregoing relationships with respect to the property.
Without limiting the foregoing, Licencee may not use the Software to provide third parties a service collecting and/or entering data into the Software, or creating a data model within the Software, or both.

2.5	Licencee may install the  licenced Software solely as set forth below; automated copy protection may prevent any further installation without intervention by Licencor:
(A)	If Licencee has purchased a “single copy” or “personal computer” or “PC” or “workstation”  licence, then Licencee may only operate the Software in a single access environment.  Unless otherwise agreed in writing by Licencor, Licencee may not install or use the Software in a Citrix Metaframe, Terminal Server, a network or any another environment that will permit multiple user access.
(B)	If Licencee has purchased a “network” or “local area network” or “LAN” or “concurrent user”  licence, then Licencee may operate the Software only on a single server Computer and only where the concurrent number of users does not exceed the number of paid  licences .  Licencee may not use the Software in a Citrix Metaframe or Terminal Server or similar environment.
(C)	If Licencee has purchased a “wide area network” or “WAN” or “Citrix”  licence, then Licencee may operate the Software within a Citrix Metaframe or Terminal Server environment, but only on a single server and only where the concurrent number of users does not exceed the number of paid  licences.
(D)	If Licencee has purchased a “named user” or “single user”  licence, then Licencee may operate the Software only on a single server Computer and only where the number of individual users (each represented by a user name) does not exceed the number of paid  licences.  User names may not be shared by multiple individuals.
(E)	If Licencee has purchased a “server”  licence, then the Licencee may operate the Software only on a single server Computer.
2.6	Except as specifically set forth in this Agreement, Licencee acknowledges that this Agreement does not grant Licencee any use or rights to the Software, including, but not limited to, any rights to the Source Code for the Software. 

2.7	Licencee acknowledges that Licencor has, and will from time to time create, other computer software programs that may be based upon or related to the Software and that those other programs are not  licenced to Licencee under this Agreement.

2.8	Except as specifically set forth herein, Licencee acknowledges that Licencor has no responsibility for providing Licencee with any services, support, product upgrades or other enhancements for or in connection with, and that Licencor is under no obligation to create any product upgrades or enhancements to, the Software.
2.9	Licencee’s use of the  licenced Software is subject to the  licence protection methods used by Licencor.  Licencee agrees not to take or cooperate in any effort to defeat or avoid the  licence protection methods that Licencor uses for the Software. 

3.	EVALUATION LICENCE
If Licencee receives the Software for evaluation or without payment of a fee, then this Section applies.  Licencee may use the Software only on a single Computer and only for the purpose of evaluating the functions and performance of the Software.  The Software may not be used for the processing of any business data or for other commercial use.  Licencee acknowledges that evaluation copies of the Software are automatically disabled upon expiration of the designated trial period (at the end of which, Licencee’s  licence also expires).

4.	OWNERSHIP

4.1	Licencee acknowledges that Licencor is the owner of all Intellectual Property Rights associated with the Software and except as set forth in this Agreement, Licencor does not grant any rights to or ownership of the Software to Licencee.  Licencee further acknowledges that Licencor retains all right, title and interest in the Software and Documentation and in all improvements, enhancements, modifications and Derivative Works of the Software including all rights to patent, copyright, trade secret and trademark, regardless of the identity of the creating party.

4.2	Licencee agrees that all trademark and intellectual property notices for the Software will be preserved unmodified.  Licencee further agrees to take all reasonable steps to ensure that unauthorised persons will not have access to any of the Software and that all authorised persons having access will refrain from any disclosure, duplication or reproduction of the Software except to the extent permitted under this Agreement.

4.3	Licencee shall instruct its employees and agents that making unauthorised copies of the Software or Documentation or any portion thereof, or permitting use of the Software and/or Documentation other than in accordance with the terms of this Agreement, constitutes a violation of copyright law and of this Agreement.  If any such employee or agent subsequently makes an unauthorised copy of the Software and/or Documentation or any portion thereof, Licencee shall pay to Licencor the full price for each unauthorised copy, based on Licencor’s then current standard rates.

4.4	Licencee agrees not to challenge, directly or indirectly, any right or interest of Licencor in the Software and any improvements, enhancements, modifications and Derivative Works of the Software nor the validity or enforceability of Licencor’s rights under applicable law.  Licencee agrees not to directly or indirectly register, apply for registration or attempt to acquire any legal protection for, or any proprietary rights in, the Software or any improvements, enhancements, modifications and Derivative Works of the Software or to take any other action which may adversely affect Licencor’s rights or interest in the Software and any improvements, enhancements, modifications and Derivative Works of the Software in any jurisdiction. 

4.5	Licencee agrees to notify Licencor immediately and in writing of all circumstances, of which Licencee is aware, surrounding the unauthorised possession or use of the Software by any person or entity.  Licencee agrees to cooperate fully with Licencor, at Licencor’s expense, in any litigation relating to or arising from such unauthorised possession or use.

4.6	Licencee acknowledges that, in the event of a breach of its obligations under this Section 4, Licencor may (a) immediately terminate this Agreement, without any liability to Licencee; (b) bring an appropriate legal action to enjoin any such breach of this Agreement without the need to obtain a bond or other security; and (c) recover from Licencee reasonable attorneys’ fees and costs in addition to other appropriate relief.  

5.	SERVICE PLAN
5.1	During the  licenced period for a particular package of services (a “Service Plan”), Licencor will provide the services specified by that Service Plan to Licencee.  The Licence granted hereunder to Licencee includes a one (1) year basic Service Plan.  If Licencor continues to offer a Service Plan for the Software, and Licencee purchases additional periods of that Service Plan, Licencor will provide Licencee those services at Licencor’s then-current fees and pursuant to Licencor’s then-current terms.  If Licencee discontinues a Service Plan, Licencor may require Licencee to pay a reinstatement fee in order to purchase further Service Plans.  If the purchase documentation specifies certain services as included in the Service Plan, then the Service Plan will include only those services as Licencor, at its sole discretion, defines and modifies those specified services from time to time. If the purchase documentation does not specify the services included in the Service Plan, the Service Plan includes only those services that Licencor identifies as being contained within the Service Plan.  Service plans for various Software packages may result in different capabilities (for example, upgrades for various editions may be available at different intervals).  Licencor agrees to provide the services in Licencee’s Service Plan in a similar manner and degree in which Licencor provides those services to Software  licencees who purchase the same Service Plan.  If Licencor makes Licencee aware of any policies or procedures concerning the use of its services, Licencee agrees to follow those policies or procedures.  Licencor will provide services only with respect to versions and editions of the Software that, in accordance with Licencor’s policies, Licencor then currently supports.  Licencor may, at its sole discretion, discontinue any services to Licencee for any version and edition of the Software at any time.  If Licencor discontinues all services in Licencee’s Service Plan for all versions of an edition without providing Licencee a replacement edition covered by the Service Plan, Licencor will remit to Licencee a partial refund of any pre-paid and unused service fees within sixty (60) days after the services are discontinued.  The refund will be pro-rated for the number of pre-paid Service Plan days remaining .  If Licencor discontinues some, but not all, services in Licencee’s Service Plan, Licencor will remit to Licencee a partial refund of any pre-paid and unused service fees within sixty (60) days after such services are discontinued.  The refund will be pro-rated for the number of pre-paid Service Plan days remaining and for Licencor’s reasonable estimate of the value of the discontinued service(s) relative to the Service Plan remaining as determined in Licencor’s sole discretion.

6.	WARRANTIES AND DISCLAIMERS.

6.1	Licencor does not warrant that the Software will be error-free in all circumstances.  Licencor warrants to Licencee that, on the date of Licencee’s initial use of the Software and for a period ending thirty (30) days following that date (the “warranty period”), the  licenced Software will perform substantially in accordance with the published specifications and Documentation.  In the event of any defect or error covered by such warranty, Licencee agrees to provide Licencor with sufficient detail to allow Licencor to reproduce the defect or error.  If notified in writing by Licencee during the warranty period, Licencor will, at its sole option, either (a) correct such error or defect in the Software, at no cost to Licencee and within a reasonable time, by issuing corrected instructions, a restriction, or a bypass, or (b) accept return of the Software and Documentation and refund any  licence fees previously paid by Licencee.  Licencor is not responsible for any defect or error not reported during the warranty period nor any defect or error caused by a program Licencee has modified, misused or damaged.

6.2	THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, OR SATISFACTORY QUALITY REGARDLESS OF WHETHER IMPOSED BY CONTRACT, STATUTE, COURSE OF DEALING, CUSTOM OR USAGE OR OTHERWISE.

7.	LIMITATION OF LIABILITY.

Notwithstanding any provision in this Agreement to the contrary, neither party will be responsible for nor will bear any liability for any damages arising from any use of the Software, or any stoppages, slowdowns, performance problems or other problems that are the result of the Internet or the Licencee’s telecommunications or Internet access providers.  IN NO EVENT WILL EITHER PARTY BE LIABLE OR OBLIGATED UNDER THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (A) FOR ANY AMOUNTS IN EXCESS OF THE AGGREGATE OF THE FEES PAID TO LICENSOR, OR (B) FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST BUSINESS REVENUES, FAILURE TO REALISE EXPECTED SAVINGS, OR OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND.  THIS SECTION 7 DOES NOT LIMIT LIABILITY UNDER SECTION 8.
LICENCEE MAY NOT BRING ANY CLAIM OR ACTION, REGARDLESS OF THE FORM THEREOF, ARISING FROM OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, MORE THAN ONE (1) YEAR AFTER THE DATE OF THE EVENT FROM WHICH THE CLAIM OR ACTION ARISES OR ACCRUES.

8.	INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION.

8.1	Licencor agrees to indemnify, defend and hold Licencee harmless from any third party claim that arises out of Licencee’s use of the  licenced Software and that alleges that such Software or Documentation infringes a third party’s proprietary rights in the United States, and Licencor agrees to pay all costs (including, but not limited to, court costs and reasonable attorneys’ fees), expenses and damages incurred by Licencee in connection with any such action, provided that (a) Licencee promptly notifies Licencor in writing no later than thirty (30) days after Licencee's notice of any potential claim, (b) Licencee permits Licencor to defend, compromise or settle the claim, and (c) Licencee gives Licencor all available information, reasonable assistance, and authority to enable Licencor to do so.

8.2	If the  licenced Software or any portion of the  licenced Software becomes, or in Licencor’s opinion is likely to become subject to any claim of infringement, Licencor will either (a) procure for Licencee the right to continue exercising its rights under this Agreement with respect to the Software; or (b) replace or modify the Software to make it non-infringing, or if, neither (a) nor (b) are, in Licencor’s sole discretion, commercially feasible, terminate the  licence to the Software granted herein and refund, pro rata, to Licencee any amounts for future use of the Software affected by such  licence termination.

8.3	Notwithstanding the foregoing, Licencor will have no liability for any claim of infringement based upon, and Licencee will indemnify and hold Licencor harmless from any costs (including, but not limited to, court costs and reasonable attorneys’ fees), expenses and damages against any infringement claim for Licencee’s (a) use of a superseded or altered release of the Software if the infringement would have been avoided by the use of a current unaltered release of the Software that Licencor provided or made available to Licencee; (b) use of Software which has been modified by a party other than Licencor; (c) use of the Software (i) other than in accordance with the terms and conditions set forth in this Agreement; (ii) other than under normal use as set forth in the Documentation, or (iii) in combination with other software or equipment not provided by Licencor if such infringement would not have occurred without such use or combination; or (d) continuing the allegedly infringing activity after notice.

9.	TRADEMARKS.

Licencee acknowledges Licencor’s ownership of the trademark(s) in and to the Software names, and all related trademarks and service marks.  Except as set forth in this Agreement, Licencee further acknowledges that it will acquire no interest or goodwill in such trademarks and service marks by virtue of this Agreement or the performance by Licencee of its duties and obligations under this Agreement.  Licencee agrees not to use the name of the Software or Licencor’s trademarks or service marks (or any confusingly similar names or symbols), in whole or in part, as part of Licencee’s business or trade name.

10.	CONFIDENTIALITY.

Certain information contained in the Software is confidential, trade secret, or proprietary in nature.  This includes, but is not limited to, the Software’s Source Code, the detailed workings of each major function of the Software, the compilation of the major functions of the Software, the Software’s technical design, the Software’s look and feel, the Software’s internal data formats and database, and the Software’s calculation routines (the “Confidential Information”).  Licencee agrees to keep the Confidential Information strictly secret and confidential, except as permitted in this Agreement.  Licencee agrees not to use (or permit use of) Confidential Information for any purpose other than in the  licenced use of the Software.  In any case, Licencee may not use (or permit use of) any Confidential Information for the purpose of competing with Licencor or its Affiliates.  Licencee may disclose the Confidential Information if necessary, in the reasonable and written opinion of Licencee’s attorney, to comply with any law applicable to Licencee after giving prompt notice to Licencor and cooperating with Licencor’s efforts to avoid the requirement to disclose the Confidential Information.  Licencee agrees to safeguard the Software with a degree of care commensurate with reasonable standards of industrial security for protection of this information or with the standards the Licencee uses to protect its own most confidential information, if greater.

11.	EXPORT.

Licencee agrees that it will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, the Software, or any technical information about the Software or Documentation, to any country for which the United States Export Administration Act, any regulation thereunder, or any similar United States law or regulation, requires an export  licence or other United States government approval, unless the appropriate export  licence or approval has been obtained.

12.	TERMINATION.

12.1	The  licence to operate the Software will terminate on the occurrence of any of the following:
(A)	Licencee returns the unopened Software and Licencor, at its sole discretion, accepts the return or Licencee returns the Software, certifies that it has destroyed, uninstalled and rendered unusable all Software, any backup or archival copy of the Software and Licencor, at its sole discretion, accepts the return and certification; or
(B)	the Software is lost or stolen; or
(C)	Licencee attempts to transfer this Agreement (or any rights or  licences under this Agreement) to any third party, whether by way of assignment, merger, consolidation, amalgamation, or otherwise, without the prior written approval of Licencor; or
(D)	Licencee fails to comply with the material terms of this Agreement.

12.2	If the  licence or this Agreement is terminated, Licencee will not be entitled to a refund of any  licence fee or a credit against or relief from any sum owed by Licencee to Licencor.

12.3	Upon termination of this Agreement, all rights and obligations of the parties shall cease, except for the Licencee’s obligations under Sections 4, 7, 8, 9, 10, 11 and 15 and Licencor’s obligations under Section 8, which obligations shall survive the termination of this Agreement.

13.	THIRD PARTY SOFTWARE – CONNECT.

This Section only applies to the CONNECT software package.  The Software includes or is accompanied by software developed by the Apache Software Foundation (http://www.apache.org), by Sun Microsystems, Inc., by Oracle Corporation, and by ThinWEB Technologies Inc.  The Oracle and ThinWEB software may or may not be installed in the normal setup of the Software, depending upon the configuration Licencee selects.  The Apache software is subject to the copyright notice, disclaimer, and  licence conditions accompanying the product, which is also available at http://www.apache.org/ licences.  The Sun software is subject to the  licence agreement and terms accompanying the product.  If installed, the Oracle software is subject to the Oracle software  licence terms accompanying the product, consistent with the terms available at http://otn.oracle.com/software/htdocs/distlic.html?/ software/tech/java/sqlj_jdbc/htdocs/jdbc9201.html, under which Licencor acts as Oracle’s distributor.  If installed, the ThinWEB software is subject to the GNU  licence terms accompanying the product, which is available at http://www.gnu.org/copyleft/lesser.txt.  With respect to the ThinWEB software, Licencee agrees that the GNU Lesser General Licence applies only to the TWFreeTDS driver, and not to any other accompanying software.  In particular, Licencee agrees that no software delivered with the TWFreeTDS driver is a “work based on the Library” subject to Sections 2 or 7 of the GNU  licence, or a “work that uses the Library” subject to Sections 5 or 6 of the GNU  licence.  Licencee agrees to abide by all of the foregoing agreements for the benefit of each of those companies.  Alternatively, if Licencee does not agree with any of the foregoing agreements, Licencee may halt the process that would otherwise install these products and acquire them directly from the respective manufacturer.  As of September 1, 2006, the software products described in this paragraph are available to the public without charge and the links subject to change without notice.

14.	THIRD PARTY SOFTWARE – INSIGHT.

This Section only applies to the ARGUS INSIGHT Reporting software package.  The Software includes or is accompanied by software developed by Business Objects.  Licencee selects the configuration and the Business Objects software may or may not be installed in the setup of the Software.  The Business Objects software is subject to the copyright notice, disclaimer, and  licence agreement accompanying the ARGUS INSIGHT Reporting product.  Licencee agrees to abide by the  licence agreement for the benefit of Business Objects.  In addition to the terms of the  licence agreement, the Business Objects products are  licenced solely and exclusively for use as part of the Software.

15.	GENERAL PROVISIONS.

15.1	This Agreement does not create any relationship of association, partnership, joint venture or agency between the parties.  Neither party will have any right or authority to assume, create or incur any liability or obligation of any kind against or in the name of the other party.

15.2	This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter of this Agreement.  This Agreement merges all previous discussions and negotiations between the parties and supersedes and replaces any and every other agreement, which may have existed between Licencor and Licencee with respect to the contents of this Agreement.  

15.3	Except to the extent and in the manner specified in this Agreement, any modification or amendment of any provision of this Agreement, including this Section 15.3 must be in writing and bear the signature of the duly authorised representative of each party.

15.4	Licencee agrees to pay all taxes related to this Agreement’s Software  licence.  Such taxes include, without limitation, any sales, use, consumption, withholding or governmental fees, other than taxes based on Licencor’s net income or capital structure.  This requirement applies regardless of whether the taxes are imposed by a federal, state, provincial, or local governmental authority.  This requirement applies throughout the Agreement term and after the  licence termination.  This requirement includes taxes imposed retroactively by a taxing authority, less any taxes that Licencor collected from Licencee at the time of purchase.  In no event will Licencor be responsible for determining whether any tax is due by Licencee.

15.5	The failure of either party to exercise any right granted under this Agreement, or to require the performance by the other party of any provision of this Agreement, or the waiver by either party of any breach of this Agreement, will not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of the same or any other provision of this Agreement. 
 
15.6	Licencee may not sell, assign or transfer any of its rights, duties or obligations under this Agreement without the prior written consent of Licencor.  Either party may assign or transfer this Agreement or any of its rights, duties and obligations to any Affiliate of such party, or pursuant to the sale of all or substantially all of its assets.

15.7	The parties agree that no person or entity who is not a party to this Agreement will be deemed to be a third-party beneficiary or entitled to any rights under this Agreement. 

15.8	All notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing and shall be sufficiently given to a party if delivered personally or mailed by registered or certified mail, postage prepaid, return receipt requested, or by overnight delivery by a nationally-recognised courier, to the address for such party set forth above or to such other address or person as either party may from time to time designate to the other in writing.  Any such notice or other communication shall be deemed to be given as of the date it is personally delivered, five (5) days after its being deposited in the United States mail, or one (1) day after being deposited with a nationally-recognised courier for overnight delivery.

15.9	Except for failure to make payments when due, neither party hereto will be liable to the other by reason of any failure in performances of this Agreement if the failure arises out of the unavailability of third-party communication facilities or energy sources, acts of God, acts of the other party hereto, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorist threats or attacks, war, failure of the Internet, failure or error of any Internet access provider, failure or impairment of any lines of transmission belonging to any third party, or failure or impairment of any third-party server, router, other equipment or software through which Internet transmissions occur, or any cause beyond the reasonable control of that party.

15.10	If any provision of this Agreement is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable, such provision will to such extent as it is determined to be illegal, invalid or unenforceable under such law be deemed null and void, but this Agreement will otherwise remain in full force and effect. Furthermore, it is the intention of the parties that in lieu of such illegal, invalid, or unenforceable provision, there automatically be added as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

15.11	In the event a dispute arises under this Agreement, the prevailing party will be entitled to all reasonable costs and expenses incurred by it in connection with such dispute (including, without limitation, all reasonable attorney’s fees and costs incurred before and at any trial, arbitration or other proceeding), as well as all other relief granted in any suit or other proceeding.

15.12	Neither party may publicize or disclose to any third party any of the terms or provisions of this Agreement, or the discussions relating to any of the contents of this Agreement, without the prior written consent of a duly authorised officer of the other party, except as required by law. 

15.13	This Agreement is performable in Harris County, Texas.  Licencee agrees that, during and after this Agreement, any lawsuit or other legal proceeding between the parties (including Licencor’s Affiliates, agents, employees, officers, directors, shareholders, contractors, suppliers and  licencors) shall be brought only in the Civil District Courts of Harris County, Texas, or the United States District Court for the Southern District of Texas, Houston Division.  The parties hereby consent to the personal and exclusive jurisdiction and venue of said court.  This Agreement, the entire relationship of the parties hereto, as well as any claim by a party against another party, whether grounded in tort, contract, law or equity, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, without regard to its choice of law principles.  The United Nations Convention on the International Sale of Goods is expressly disclaimed.  The sole and official language of this Agreement is English.
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