Untitled Document

Arista Technologies

LICENSE AGREEMENT

This license agreement ("Agreement") is made and entered into this ---- day of <month>, <year> by and between Arista Technologies and <name of company/newspaper> ("Licensee").

1. DEFINITIONS

	1.1	"Arista Technologies" means Arista Technologies: A New York State registered partnership with offices at 26 Marshfield Court, Buffalo NY 14068-1367.
	1.2	"Licensee" means <Name of Company or Newspaper> with offices at <address, city, state, zip>.
	1.3	"The System" means AuctionPress, the Arista Technologies Auction Service -- an Internet service for running auction events on the World Wide Web.

2. TERMS AND CONDITIONS

2.1

Arista Technologies grants Licensee one (1) non-exclusive, nontransferable license to use the System for the purpose of holding Internet auctions. Each term of this license is for one year from date of signing. [Current pricing and renewal information may be found on the Arista Technologies web site at http://aristatech.com/aucFaqMenu.php.] The number of online auctions that can be run using the System under this license is not limited. This license grant is subject to Licensee's compliance with all of the following conditions for the license to be effective:

2.1.a	The Licensee has provided Arista Technologies with valid, accurate, and complete contact information. Contact information consists of a person’s name, company name, street address, city, state/province, country, postal code, phone number and email address. Licensee shall update such contact information with changes during the term of this License Agreement.
2.1.b	The license is used by one, and only one, newspaper company. The license for use of the System must be assigned to a single newspaper company that is a subsidiary of Licensee. Once assigned to a newspaper company, a license may not be used by any other company.
2.1.c	The license is not to be transferred. The license for use of the System may not be sublicensed, rented, or sold.
2.1.d	Licensee has paid licensing fee and setup fee in full to Arista Technologies as described in Article 3 below.

3. LICENSE FEES AND PAYMENT

	3.1	In consideration of the license rights granted in Article 2 above, on the date of execution of this agreement Licensee shall pay to Arista Technologies the sum of $ <full amount paid; license fee and setup fee>. In addition to the license fee, for the amount tendered Arista Technologies shall provide initial set-up of each license and hosting as defined in section 5 below, and support as defined in section 6 below.
	3.2	All amounts payable by Licensee shall be payable in United States funds without deductions for taxes, assessments, currency conversion, wire transfer or other fees, or charges of any kind. Checks shall be made payable to Arista Technologies and mailed or delivered to: Arista Technologies 27 Dutchmill Drive Buffalo, NY 14221-1747
	3.3	Licensee shall be responsible for paying all sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software.

4. OWNERSHIP

	4.1	This license agreement confers no title or ownership in the System to Licensee.
	4.2	The System is protected by US Copyright Law and international law and treaty provisions.
	4.3	This license agreement does not give Licensee access to the source code. Specifically, Licensee has no ability or right to modify the source code, nor to attempt to discover the source code, nor to create derivative works from the System.

5. HOSTING

5.1

Arista Technologies will provide hosting required for all online auctions conducted by Licensee using the System.

6. SUPPORT

6.1

Arista Technologies will provide to Licensee support for the System to the extent of responding to questions and requests concerning the operation of the System. Such requests and questions should be submitted to Arista Technologies via email. This support does not include any work on Arista Technologies' part for the entry or maintenance of data for Licensee's online auction events.

7. UPDATES AND REVISIONS

7.1

The version of the System as provided to Licensee will be the most recent version, containing all enhancements and modifications that have been added to the System to date.

8. PROVISION FOR SUPPLYING SOURCE CODE

8.1

Although it is the intent of Arista Technologies to continue to provide to Licensee hosting, support, updates and revisions to the System as long as Licensee continues to make use of the System, it is understood by Arista Technologies that Licensee is desirous of being assured that the source code, documentation and related materials for the System (herein referred to as "the software") be made available to Licensee if certain events occur that would prevent Arista Technologies from continuing to provide hosting, support, updates and revisions. Therefore Arista Technologies agrees to deliver the software to Licensee if any of the following events should occur:

A petition in bankruptcy or an assignment for the benefit of creditors of Arista Technologies is filed by Arista Technologies, or a third party against Arista Technologies and is not dismissed within thirty (30) days of its filing.
A cessation of normal business operations by Arista Technologies during the term of this agreement.
A failure or refusal by Arista Technologies to provide hosting, support, updates and revisions to the System, which failure has been preceded by a notice in writing to Arista Technologies that its continued default would cause Licensee to invoke its rights under this agreement fifteen (15) days after the date of the said notice.

8.2

If Licensee invokes its rights under this agreement and requests delivery of the software, and Arista Technologies disputes that request, or refuses to deliver the software, then the procedure set out below shall be followed before the software is delivered to Licensee:

Arista Technologies and Licensee shall, within ten (10) days after the entering of a dispute, name an arbitrator to decide whether Licensee is entitled to receive the software.
The arbitration shall otherwise be conducted in accordance with the Rules for the American Arbitration Association, and Arista Technologies shall immediately upon the expiry of any appeal period carry out the decision of the arbitration.
In addition to such other powers as may be conferred on the arbitrator under enabling legislation the arbitrator shall be empowered to decide whether an event described in this section has occurred, whether all other conditions for release have been met, and to order or enjoin release. The arbitrator’s decision shall be binding. Arista Technologies shall act upon the decision of the arbitrator immediately after the expiry of any appeal period.
Arista Technologies and Licensee shall each pay one half of the fees and charges of the arbitration.

8.3

Delivery of the software to Licensee under the terms of this section of the agreement is for internal use by Licensee only.

9. WARRANTY

	9.1	Arista Technologies warrants that the System will substantially perform its functions when used correctly and in accordance with specifications and instructions.
	9.2	Arista Technologies MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
	9.3	Licensee's sole and exclusive remedy for breach of this warranty is the repair of the System or a refund of the license purchase price, at Arista Technologies' option.
	9.4	Some states do not allow the limitation or exclusion of implied warranties and Licensee may be entitled to additional rights in those states.

10. RESULTS OF AUCTION EVENTS

10.1

Responsibility for the success or non-success (measured in terms of revenue generated, or measured by any other criterion) of auction events held using the System lies with the Licensee, not with Arista Technologies.

11. DISCLAIMER OF DAMAGES

	11.1	Arista Technologies has made every effort possible to ensure that the System is free of any bugs or errors, however in no way is the System to be considered error or bug free. Although Arista Technologies maintains data backups and will attempt to recover any data that might be lost, Licensee assumes all responsibility for any damages or lost data that may result from any errors or bugs in the Auction System.
	11.2	IN NO EVENT WILL Arista Technologies BE LIABLE TO LICENSEE FOR ANY GENERAL, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES ARISING OUT OF THIS LICENSE.
	11.3	In no case shall Arista Technologies's liability exceed the purchase price of the license of the Auction System.

12. SEVERABILITY

12.1

In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.

13. GENERAL

	13.1	This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
	13.2	This license shall terminate automatically upon the violation by Licensee of any of the terms stated herein.
	13.3	This Agreement will be governed by the laws of the State of New York.
	13.4	If there are any questions concerning this Agreement, or to contact Arista Technologies for any reason, please write: Arista Technologies 26 Marshfield Court Buffalo, NY 14068 bwatkins@aristatech.com

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the date first set forth above.

Arista Technologies

<Company Representative>
Partner

<Date>