Exhibit 10.19
POINTBASE, INC.
SOFTWARE LICENSE AGREEMENT
This Software License Agreement (the "Agreement") is made by and between
PointBase, Inc. ("Licensor") and, Thinweb Software Inc. ("Licensee") as of
January 6, 2000 (the ("Effective Date")).
1. Grant of License. Licensor hereby grants Licensee a non-exclusive,
----------------
non-transferable, royalty-free, world-wide right and license to copy,
sublicense, and re-distribute, the object code version only of Licensor software
entitled Mobile Edition Master v. 2.2.7 (limited to 5 megabytes of data), along
with any enhancements thereto (the "Licensor Software") and to use, reproduce,
and display in connection with the foregoing the trademarks (the "Trademarks")
pertaining thereto. The Licensor Software may only be used as an embedded
portion of Licensee's evaluation product (the "Licensee Software")
(collectively, with the Licensor Software, the "Product") and not for commercial
use. Promptly upon execution of this Agreement, Licensor agrees to deliver two
(2) copies of the Licensor Software to Licensee for the purposes contemplated in
this Agreement.
2. License Fee/Promotional Materials.
---------------------------------
(a) As consideration for the license granted to Licensee by Licensor,
Licensee will include in each English language retail package of the Product it
distributes in the United States or Canada either (a) an upgrade coupon (which
shall be a single fold sheet, 4 inches wide by 6 inches high), or (b) a coupon
book/brochure which contains a piece similar to the upgrade coupon, but which
may also contain other third party materials selected by Licensee. The design
and content of the coupon shall be determined by Licensor, subject to review by
Licensee. Licensor shall delivery appropriate quantities of the coupons (if
applicable) to Licensee on a timely basis, and shall be responsible for all
associated costs. Licensee shall not be required to include such material with
the Licensee Software if such materials are not provided on a timely basis.
(b) Licensee agrees to provide Licensor a quote to be used in a press
release by Licensor upon execution of this Agreement. Both parties shall review
and give their prior written approval before the issuance of any press releases
concerning this Agreement which approval shall not be unreasonable withheld.
Neither party shall use the other's name without the prior written consent of
such party.
(c) Licensor agrees to provide Licensee a listing in Licensor's
Connection Partner Program via Licensor's web site. Licensee agrees to provide
Licensor a listing as a partner and hot link from Licensee web site to Licensor
home page.
3. Support. Licensee shall provide all necessary support for Licensee
-------
Software.
4. Limitations.
-----------
(a) Licensee agrees not to reverse engineer, disassemble or decompile any
Licensor Software in whole or in part or otherwise attempt to reproduce the
source code thereof or its equivalent. Except as specifically granted herein,
each party shall retain all title, copyright, patent, trade secret, trademark
and any other intellectual property rights in its products.
(b) Licensee agrees to strictly adhere to the terms and conditions of
written guidelines that Licensor may issue from time to time with respect to the
use of the Trademarks; however, if the Licensor guidelines conflict which
guidelines for use of Licensee Trademarks, the parties shall negotiate to
resolve such conflicting guidelines. In the absence of any written guidelines
from Licensor, Licensee shall submit the proposed use of PointBase Trademark to
Licensor for Licensor's prior approval before use. All use of the Trademarks by
Licensee shall inure to the benefit of Licensor.
5. Term. This Agreement (a) shall remain effective for one (1) year from the
----
Effective Date; (b) will automatically renew for an additional year, unless
either party provides written notice of non renewal at least sixty (60) days
prior to renewal; and (c) may be terminated with or without cause and without
penalty be either party for any reason upon thirty (30) days written notice.
6. Effect of Termination. Sections 1 and 2 shall terminate upon termination
---------------------
of this Agreement. All Sections of this Agreement and existing sublicenses (for
the duration of the term then in effect) shall survive this Agreement.
7. Warranty Disclaimer. Licensor does not warrant that the operation of
-------------------
Licensor Software will be uninterrupted or error free, and otherwise licenses
the Licensor Software "AS IS". ALL OTHER PRODUCT WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED.
8. LIMITATION OF LIABILITY. NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY
-----------------------
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO RELIANCE, COVER, OR LOSS OF ANTICIPATED PROFITS, EVEN IF THE PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. General.
-------
(a) The terms of this Agreement are confidential. The parties shall treat
this Agreement the same as a reasonably prudent person would treat a valuable
trade secret. A party may reveal the terms of this Agreement (i) as required by
law; (ii) as necessary to appraise its employees and agents who need to know and
are bound by similar confidentiality obligations of its rights and obligations
under this Agreement; (iii) to persons who are negotiating in good faith to
purchase the party's business and who have agreed to use the information gained
from reviewing this Agreement solely for the purpose of evaluating that
business; and (iv) as may be agreed by the parties from time to time.
(b) Assignment of this Agreement in whole or in part requires the written
consent of the non assigning party. This Agreement will be interpreted in
accordance with the laws of the State of California, except for laws pertaining
to conflicts of law. The prevailing party in any legal action relating to this
Agreement shall recover all reasonable fees, costs and expenses, including
attorney's fees, incurred in connection therewith.
(c) Notices required to be provided under this Agreement shall be in writing,
addressed as indicated below, and shall be deemed deliver upon actual receipt or
if earlier, five (5) business days after deposit in the United States mail by
certified mail.
(d) This agreement does not create any partnership, employer/employee,
franchise/franchisee, or principal/agent relationship between the parties
(notwithstanding any casual reference to this Agreement as a "Partner
Agreement").
(e) This Agreement sets forth the entire agreement between the parties and
supersedes all prior understandings between them with respect to its subject
matter. This Agreement may be changed only if agreed to in writing signed by an
authorized signatory of each party.
Agreed and accepted.
LICENSOR LICENSEE
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: VP of Business Development Title: President and CEO
Address: Address:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Tel: ▇▇▇.▇▇▇.▇▇▇▇ Canada
Fax: ▇▇▇.▇▇▇.▇▇▇▇ tel: (▇▇▇) ▇▇▇ ▇▇▇▇ fax (▇▇▇) ▇▇▇ ▇▇▇▇