CEI

Competitive Energy Insight, Inc.

Phone: (858) 566 - 0221

Fax: (858) 566 - 0287

info@ceinsight.com

SAMPLE CEI SOFTWARE LICENSE AGREEMENT

IMPORTANT - PLEASE READ THE TERMS OF YOUR SOFTWARE LICENSE

Clients of CEI software who paid licensees will be required to read and accept the Software License Agreement below prior to completing the installation of the any of the EconExpert models.    Acceptance of the SLA is performed by clicking on a macro button located in the software at the bottom of the agreement form, confirming by the user that "I Have Read and I Accept the terms above"  . Blanks in this sample agreement will be filled in when the user opens the software.    If the terms are accepted, the licensee will be provided access to the model for a period designated by CEI, usually one year.

 
 
 
Revised March 22, 2012
 
IMPORTANT - PLEASE READ THE TERMS OF YOUR SOFTWARE LICENSE
 
Today is [insert date]
License Period  [by CEI]          Until [by CEI]
 
The EconExpert-Models by
Competitive Energy Insight, Inc.
 
LIMITED USE SOFTWARE LICENSE AGREEMENT
 
Read Carefully Before Using This Software.
 
Before the installation of this software can be completed, you must accept the terms of this Limited Use Software License Agreement (this "Agreement")
by clicking on the "I HAVE READ AND ACCEPT" button at the end of this Agreement.
 
If you do not accept this Agreement,
you are not authorized to use this Software.
 
                   This Agreement constitutes a legal agreement between you, whether you are acting on your own capacity as the purchaser of the rights to use this Software or whether you are acting on behalf of the entity which purchased the rights to use this Software ("Licensee") and Competitive Energy Insight, Inc. (CEI) (the licensor hereunder). By pressing the ACCEPT button below, Licensee agrees to be bound by the terms of this Agreement.   If you can not agree to the terms of this Agreement, please press the DECLINE button and destroy the software, and all accompanying items (including printed materials and packaging if applicable) .
 
1.         Description of this Software.
 
                   The family of EconExpert Software products (each such product being hereinafter designated as this "Software") assists users in developing a spreadsheet analysis of certain types of energy, process and other projects and related facilities. This Software requires the installation and simultaneous use of the Microsoft Excel™ software, for which Licensee must possess a valid license separate from the license granted pursuant to this Agreement. Licensee and Licensee’s authorized users of this Software (together with Licensee, the "Authorized Users") must use the versions of Microsoft Excel™ software and the hardware that satisfies the minimum requirements specified by Microsoft Corporation and in any applicable User’s Manual published by CEI and found at http://www.ceinsight.com/page/software-license-agreement .
  
2.         Limited Use License Rights.
 
2(a)      This Agreement provides the Authorized Users with a limited, nonexclusive, nontransferable, license to install and use this Software on specific desktop and laptop computers ("Authorized Computers") in accordance with the terms of this Agreement. The description of each Authorized Computer must be approved by CEI in writing (whether transmitted by hard copy or electronically).   No Authorized User may sublicense, assign, or transfer the license granted hereunder to any third party, and any attempt at any such sublicense, assignment, or transfer is void without CEI's prior express written authorization. Authorized Users may not copy, distribute, modify, reverse engineer or create Derivative Works (as hereinafter defined) except as expressly authorized by this Agreement and as expressly allowed within the this Software's routine commands. Authorized Users are authorized to use this Software only on Authorized Computers.
 
2(b)      The components of this Software are licensed as a single unit. You may not separate the components and install them on different devices. For avoidance of doubt, Licensee may not separate visual basic code from any spreadsheet, except in the instance of a "values only" spreadsheet for which a Licensed user may use the spreadsheet independent of the software so long as Licensee does not use the visual basic code without the spreadsheet).
 
2(c)      This Software is licensed, not sold. This Agreement gives Licensee only some rights to use this Software. CEI reserves all other rights. Licensee and the other Authorized Users may use this Software only as expressly permitted in this Agreement. In doing so, all Authorized Users must comply with any technical limitations in this Software that allow it to be used only in certain ways.
 
2(d)     No Authorized User may:
 
            (i)         bypass or otherwise work around any technical limitations or use restrictions in this Software;
 
            (ii)        reverse engineer, decompile, or disassemble this Software;
 
            (iii)       make unauthorized copies or otherwise share this Software in any manner other than as expressly permitted by this Agreement;
 
            (iv)       publish this Software for others to copy;
 
            (v)        use this Software in any way that violates any law;
 
            (vi)       rent, lease, or lend this Software to any person without CEI's prior written authorization, including any persons who support or review the business or affairs of Licensee and conduct a due diligence examination to review the models or other data produced or generated under the Software for accuracy, completeness, or other similar purposes (the "Due Diligence Review Use"); and provided further that all persons who use the Software for the Due Diligence Review Use must agree with CEI to be bound by the terms and conditions of this License as if they were a party hereto; or
 
            (vii)      use this Software for commercial software hosting services.
 
 
3.         Termination.
 
3(a)      In the event of a breach of this Agreement by any Authorized User:
 
(i)         CEI may terminate this Agreement and the rights of any Authorized User to use this Software and
 
(ii)               Licensee shall destroy all electronic copies of this Software upon CEI's demand.
 
(iii)             Authorized User shall not be refunded any costs however Agreement may be restored upon remedy acceptable to CEI.
 
 
3(b)      Licensee, on its own behalf an on behalf of its parent, subsidiary, or other affiliated companies, and on behalf of each Authorized User (collectively, the "Licensee Group), hereby agrees and stipulates that in the event that any Licensee Group member breaches any of its obligations under this Agreement, Licensee and the other Licensee Group members shall be jointly and severally be liable to CEI and CEI shall be entitled to seek any and all legal and equitable relief (including injunctive relief) available to it for any such breach.
 
3(c)      Licensee hereby represents and warrants that it is duly authorized to bind the other Licensee Group members to the requirements of this §3.3. Licensee acknowledges that the foregoing representation and warranty constitutes a material covenant of Licensee, that CEI would not have sold the rights to use this Software to Licensee but for such representation and warranty, and that CEI acted reasonably in relying upon such representation and warranty.
 
4.         License Fees and Term:
 
                   Fees for use of, and the term of license of, this Software are on a periodic subscription basis. The fees payable under this Agreement have been set forth in a separate written agreement or invoice which has referenced this Agreement.
 
 
5.         Warranty.
 
5(a)      CEI makes no warranties or representations whatsoever with respect to the Microsoft Excel™ software and assumes no responsibility for or obligation relative to the performance of or defects in Microsoft Excel™. License acknowledges that it has no recourse against CEI with respect to any problems arising with the Microsoft Excel™ software.
 
5(b)      CEI makes no warranties or representations with respect to the accuracy, use or application of this Software, or with respect to any software support provided by CEI to Licensee or Authorized Users, except that CEI will make reasonable efforts to correct defects in this Software after they are identified and will promptly provide Licensee with updates containing such corrections as CEI deems appropriate when they are available. These reasonable efforts to correct defects in this Software are subject to the limitations on liability set forth in this Agreement and do not apply to "Derivative Works" (as defined below) developed by Users of this Software
 
 
5(c)      EXCEPT FOR THE OBLIGATIONS EXPRESSLY ASSUMED BY CEI PURSUANT TO THIS §5 AND §6 BELOW, CEI DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, AND OBLIGATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THIS SOFTWARE AND ITS CONFORMITY TO ANY SPECIFICATIONS OR DESCRIPTION, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR THAT THE INFORMATION OR MODELS DEVELOPED BY THE USE OF THIS SOFTWARE OR THE RESULTS THEREFROM SHALL BE ERROR FREE.
 
 
5(d)     CHECK YOUR WORK, THE RESULTS GENERATED BY THIS MODEL ARE YOUR RESPONSIBILITY.
 
 
6.         Software Support.
 
6(a)      Authorized Users shall be entitled to software support during the term of a paid license with respect to only the installation and use of this Software. CEI may provide such assistance via telephone, Internet, or e-mail, as CEI may elect. Under circumstances of multiple user licenses, the Parties may designate one or more specific points of contact employed by the Licensee who are specifically designated to coordinate all software support inquiries with CEI.
 
6(b)      In the event Licensee or its designee request software support substantially more often than the software support requested by other licensees, CEI may notify Licensee of such excessive use in writing) and thereafter supply software support in accordance with CEI's standard billing rates and practices (which information shall be included in such notice).
 
 
7.         Inputs, Examples and Derivative Works.
 
                    This Software includes sections that have been designated as "Unprotected" where Authorized Users may input data or may perform custom analyses using the results generated by the model to be developed by the Authorized Users while using this Software. Such analyses and generated results are herein referred to as "Derivative Works." Authorized Users may make changes to this Software only in such designated "Unprotected" areas, or by inserting worksheets into such model, and such changes are for the use of the Authorized Users only.   CEI provides no warranties relative to such Derivative Works or relative to the Authorized User’s application of such Derivative Works. Inputs, examples and descriptions provided by CEI in this Software are provided for example purposes only and CEI makes no representations or warranties with respect to the accuracy of such inputs, examples or descriptions.
 
8.         Sharing of Electronic Copies of this Software and Printed Materials Generated by this Software.
 
 
                   Electronic copies of this Software and printed materials generated by this Software may be generated and shared with third parties ONLY as specified below: All Electronic Copies of this Software and Printed Materials must include the original Copyright notices provided by CEI.
 
8(a)      Saving of Electronic Copies of this Software.
       
                     Users may make, save and reuse electronic copies of this Software only as permitted above.
 
8(b)      Sharing of fully functional Electronic Copies of this Software.
 
                   Authorized Users may share electronic copies of this Software only with parties who have a current and valid License with CEI for this Software. If this Software is not properly licensed, the functionality of the Software may be affected. For example, you may need to reactivate this Software and obtain a new license on devices which are not Authorized Computers. 
 
8(c)      Sharing of Electronic (Values Only) Copies of this Software.
 
                   This Software includes preprogrammed algorithms accessible through this Software=s Command Menu that will generate electronic copies of this Software which contain only the values generated by a specific case and contain no formulas capable of analyzing other cases with this Software. Users may share with third parties such "Values Only" copies of this Software that have been generated using macros that are accessed by this Software's Command Menu. All such electronic copies shall include the EconExpert Trademark and copyright notices as provided by CEI in this Software.
 
8(d)     Sharing of Printed Reports Generated by this Software.
 
                   This Software includes preprogrammed algorithms accessible through this Software's Command Menu that will generate printed copies of reports which contain only the values generated by a specific case and contain no formulas capable of analyzing other cases with this Software. Users may share with third parties such printed "Values Only" copies of this Software that have been generated using macros that are accessed by this Software's Command Menu. No other form of printed copies may be shared with third parties who do not have a current and valid license to this Software. All such printed copies shall include the EconExpert trademark and copyright notices as provided by CEI in this Software and on all reports generated using this Software.   The User may also generate its own custom or user developed reports and may share them with third parties as long as such reports do not include formulas or algorithms found in the Software, as originally provided by CEI to Licensee.
 
9.         Limitation of Liability.
 
                   In no event shall CEI and any of its owners, employees, affiliates, representatives, agents, or assigns (the "Licensor Group") be liable for indirect, incidental, consequential, special, or punitive damages, or for loss of profits or sales in connection with the use of this Software. In addition, the total aggregate liability to Licensee under this Agreement by any or all of the Licensor Group members shall not exceed the amount of the current annual single-user subscription fee most recently paid by Licensee.  This limitation of liability shall apply to all claims made by any member of the Licensee Group arising under or with respect to this Agreement or the usage of this Software, and even if the foregoing remedies do not fully compensate Licensee or any other person for any losses.
 
10.       Export Restrictions.
 
                   This Software is subject to United States export laws and regulations. Each Authorized User must comply with all applicable export laws and regulations. These laws include restrictions on destinations, end users, and end use. Consult with legal counsel if you have any questions.
 
11.       Copyright Notice:
 
                   This Software and accompanying documentation are protected by U.S. and international copyright law. Unauthorized use of this Software, or any portion of it, may result in civil liability and criminal penalties, and may be prosecuted by CEI or its assigned to the maximum extent permitted under applicable law. This Software and accompanying documentation include copyright notices prominently displayed in this Software, on reports generated and produced by this Software, and in the User's Manual. Except as expressly stated above with respect to "Values Only" copies, use of this Software outside of the License term is expressly prohibited. For information regarding this Software please contact:
 
Competitive Energy Insight, Inc.
 
 
Telephone:  
Fax:             
 
Email:         Info@CEInsight.com     
Website:      http://www.CEInsight.com
 
 
12.       Governing Law; Venue for Dispute Resolution:
 
                   This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without regard to any provisions of California law which may require the application of the law of a different jurisdiction. The sole venue for any litigation arising out of this Agreement shall be in an appropriate federal or state court in California, San Diego County, U.S.A.
 
13.       Entire Agreement.
 
                   This Agreement and any other addenda hereto that have been signed by CEI and Licensee contain the entire Agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior understandings, correspondence and agreements, oral or written, between the parties with respect thereto. No change, amendment or modification of this Agreement shall be valid or binding upon the parties unless such change, amendment or modification shall be in writing and duly executed by the party to be bound thereby.
 
 
                   In the event of termination or expiration of this Agreement, the obligations of Sections 3 ("Termination"), 5 ("Warranty"), 9 ("Limitation of Liability"), 11 ("Copyright Notice"), 12 ("Governing Law; Venue for Dispute Resolution"), 15 ("Indemnification"), and 16 ("Attorneys Fees") shall survive such termination or expiration.
 
15.       Indemnification.
 
                   Licensee shall indemnify, defend, and hold each Licensor Group member harmless from any and all third party claims, demands, suits, and actions alleging injury to persons, damage to property, or other loss or liability resulting from the use of this Software by any Licensee Group member.
 
16.       Attorneys Fees.
 
                   The prevailing party in any mediation, arbitration, or litigation concerning this Agreement shall be entitled to receive from the other party its attorneys' fees and costs incurred in connection therewith.
 
17.       Successors and Assigns.
 
                   Subject to the prohibition on Licensee's assignment, this Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
 
18.       Licensee's Need to Consult Licensed Counsel.
 
                   CEI advises Licensee to obtain advice from qualified legal and tax counsel, accountants, brokers, investments, and other professionals with respect to this Agreement, any issues associated with the use of this Software, the assumptions and data which Licensee may incorporate into any model, and any decisions which Licensee may make or recommend to others after using this Software. CEI makes no representations or warranties regarding any legal, tax, accounting, finance, asset valuation, or other assumptions which any Authorized User may incorporate into any such model.
 
19.       Acceptance of this Agreement.
 
                   By clicking on the button provided on the bottom of the License Sheet in the EconExpert Financial Model, User ACCEPTS or DECLINES acceptance of the terms of this Software License Agreement. If the License is declined, the EconExpert Model will not be fully installed and should not be used.
 
 
In the software, buttons will be presented at the end of the agreement requiring the user to accept or reject the terms above.
 
   I Have Read and I Accept the Software License Agreement.   
 
 
I Can Not Agree to the terms above and
I Will Not Attempt to use the software.