DATATRIM ENTRY CHECK MASTER LICENSE AGREEMENT####The terms and conditions contained herein constitute a legal agreement between you and d2b International for the use of DataTrim Entry Check. Please read this license agreement carefully. ####BY DOWNLOADING OR USING DATATRIM ENTRY CHECK, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. ##IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST STOP THE INSTALLATION PROCESS AND MAY NOT USE DATATRIM ENTRY CHECK.##d2b International reserves the right, at our sole discretion, to alter this agreement, in whole or in part, at any time, for any or no reason , without notice.####Permitted Use##Subject to the restrictions, warranties and undertakings herein, d2b International grants you a non-exclusive, non-transferable, non-assignable and revocable license authorizing you to download and use DataTrim Entry Check solely for your own internal business purposes. You may not, directly or indirectly, distribute DataTrim Entry Check for a fee, incorporate this software into any product offered for sale, or use DataTrim Entry Check to provide a service or a product for which a fee is charged.##If you are a direct competitor of d2b International or DataTrim you may not access DataTrim Entry Check for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, except with prior written consent of d2b International. ####Restrictions##Components from DataTrim Entry Check may not be extracted and used in other programs without prior written consent from d2b International.####Unless you have been granted prior, written consent from d2b International, you may not:##• Reproduce, distribute, or transfer DataTrim Entry Check, or portions thereof, to any third party. ##• License, sublicense, sell, resell, transfer, assign, distribute, rent, lease, sublet or otherwise commercially exploit or make available to any third party DataTrim Entry Check or portions thereof in any way. ##• Grant rights to any other person. ##• Use DataTrim Entry Check in violation of any international law or regulation. ## ##Intellectual Property Ownership##d2b International alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the DataTrim Entry Check Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the DataTrim Entry Check Technology or the Intellectual Property Rights owned by d2b International.####Billing and Payment##d2b International charges and collects in advance for use of DataTrim Entry Check. d2b International will automatically bill your credit card or as mutually agreed. The charge will be equal to the then current fee in effect. Fees for other services will be charged on an as quoted basis.##You shall pay all fees or charges to your account in accordance with the billing terms in effect at the time such fees or charges are due and payable. You must provide d2b International with valid credit card information as a condition to signing up for DataTrim Entry Check.####You agree to provide true, accurate, current and complete billing and contact information as prompted by the registration form; and to maintain and promptly update the information you provide to keep it true, accurate, current and complete. If d2b International has reasonable grounds to suspect that the billing and contact information you have provided is false or fraudulent, d2b International has the right to suspend or terminate your access to and use of DataTrim Entry Check.##d2b International reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. ####Non-payment and Suspension##d2b International reserves the right to suspend or terminate this Agreement and your access to/ use of DataTrim Entry Check if your account falls into arrears. Accounts in arrears shall be subject to interest at the rate of 5% per annum above the base lending rate of Danmarks NationalBank from time to time from the date which such accounts became due until the date of payment.####If you or d2b International initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with Payment of Fees and Charges above. You agree that d2b International may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.####d2b International reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to DataTrim Entry Check.####Termination upon Expiration and Renewal##This Agreement commences on the Effective Date. The Initial Term will be one year commencing on the date you agree to pay for DataTrim Entry Check by completing the Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at d2b International's then current fees. Either party may terminate this Agreement effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (30) business days prior to the date of the invoice for the following term.####Any breach of your payment obligations or unauthorized use of DataTrim Entry Check will be deemed a material breach of this Agreement. D2b International, in its sole discretion, may terminate your access to DataTrim Entry Check if you fail to comply with this Agreement. In addition, d2b International may terminate any type of free account at any time in its sole discretion.####Internet Delays##DataTrim Entry Check may be subject to limitations, delays and other problems inherent with the use of the Internet. d2b International is not responsible for any delays, damages or failures resulting from such problems.##Indemnity##You agree to indemnify and hold harmless d2b International and DataTrim for any third-party claims, actions or suits, as well as any related expenses, liabilities, damages, settlements or fees arising from your use or misuse of DataTrim Entry Check, or a violation of any terms of this license.####Disclaimer Of Warranties##D2B INTERNATIONAL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF DATATRIM ENTRY CHECK OR ANY CONTENT.####D2B INTERNATIONAL DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF DATATRIM ENTRY CHECK WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.##DATATRIM ENTRY CHECK AND ALL CONTENT AND SOFTWARE EMBEDDED OR INTEGRATED INTO THE SERVICE IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS, AND ANY USE WILL BE AT YOUR SOLE RISK. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY D2B INTERNATIONAL.####Limitation Of Liability##YOU ASSUME ALL RISK ASSOCIATED WITH THE INSTALLATION AND USE OF DATATRIM ENTRY CHECK. IN NO EVENT SHALL D2B INTERNATIONAL, THE AUTHORS OR COPYRIGHT HOLDERS OF THE SOFTWARE AND TECHNOLOGY BE LIABLE FOR CLAIMS, DAMAGES OR OTHER LIABILITY ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SERVICE, THE SOFTWARE AND TECHNOLOGY. LICENSE HOLDERS ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE AND ASSUME ALL RISKS ASSOCIATED WITH ITS USE, INCLUDING BUT NOT LIMITED TO THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR SOFTWARE PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS.####IF ANY EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS AGREEMENT IS HELD TO BE INVALID AND D2B INTERNATIONAL BECOMES LIABLE SUCH LIABILITY WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR DATATRIM ENTRY CHECK DURING THE PRECEDING 12 MONTH PERIOD.####Definitions##As used herein the following terms shall have the following meanings, unless the context otherwise requires:####"Agreement" means these terms of use, any Order Forms and any materials available on the d2b International/DataTrim website which may be updated from time to time; ####"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I have read and agreed" check box presented on the screen after this Agreement is displayed or the date you begin using DataTrim Entry Check; ####"Initial Term" means the initial period during which you are obligated to pay for DataTrim Entry Check equal to the billing frequency selected by you during the subscription process; ####"Intellectual Property Rights" means any inventions, patent applications, patents, designs, copyrights, trademarks, trade names, domain name rights, know-how and all forms of protection of a similar nature; ####"License Term(s)" means the period(s) during which you are licensed to use the Service pursuant to the Order Form(s); ####"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms specifying, among other things, the service contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement; ####"Service(s)" means the software service known as DataTrim Entry Check, and identified during the ordering process which are developed, operated, and maintained by d2b International, accessible via the Internet and to which you are being granted access under this Agreement; ####"You" means you the licensee, your employees or your representatives who are authorized to use DataTrim Entry Check. ####General##1. This Agreement may not be assigned by you without the prior written approval of d2b International. ##2. If there is any confusion between this document and the content of d2b International's/DataTrim’s website this document shall take precedence. ##3. This Agreement, together with any applicable Order Form, constitutes the entire agreement between the parties in relation to the Service and supersedes any other communications with respect to the Service. ##4. This Agreement will be governed and construed in accordance with Danish law. ####Questions or Additional Information##If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@datatrim.com####Feb. 2009, d2b International/ DataTrim. All rights reserved.
