LICENSE AGREEMENT FOR TECHNOLOGY This agreement is between Accu-Search,
Inc., a New Jersey corporation, having a principal place of business at 25 East
Front Street, Keyport, New Jersey 07735 ("Accu-Search" or "Licensor") and
Pipeline Data Inc., 250 East Hartsdale Avenue, Suite 21, Hartsdale, New York
10530 ("Pipeline" or "Licensee").
The parties hereby agree as follows:
1. Definitions:
1.1 Licensed Technology:
"Licensed Technology" means an automated software process to convert multiple
inputted documents into transmittable Adobe PDF formats. This software process
handles original documents whether faxed, e-mailed, scanned or transmitted in
document format. The Licensed Technology includes any modifications and
improvements provided by Accu-Search to Pipeline. The Licensed Technology
includes related data, algorithms, formulas, computations, instructions and/or
statements communicated in any form, including but not limited to oral, written,
graphic, photographic, optic, electric, magnetic or electromagnetic forms.
1.2 Proprietary Information:
"Proprietary Information" means that information including Licensed
Technology which Accu-Search desires to protect against unrestricted disclosure
or competitive use, and which is designated as such in writing by Accu-Search or
is disclosed orally and reduced to tangible form pursuant to this License
Agreement. Proprietary Information shall not include any information that is a
part of the public domain or which is disclosed to Pipeline by a third party not
in violation of any rights of, or obligation to Accu-Search.
2. Licensee's Rights and Obligations:
2.1 Grant of License:
Subject to the conditions herein, Accu-Search hereby grants to Pipeline a
perpetual, royalty free, non-transferable, non-exclusive, license to use the
Licensed Technology. It is acknowledged and agreed to by the parties that
Pipeline will only use the Licensed Technology to increase the functionality of
its own web-site by being able to convert any documentation it receives into
Adobe PDF format.
2.2 No Transfer:
This License Agreement, the Licensed Technology and Proprietary Information
provided by Accu-Search to Pipeline and any licenses and rights granted
hereunder, may not be assigned, sublicensed or otherwise transferred, in whole
or in part, by Pipeline. 2.3 Payment for Licensed Technology:
In consideration of the rights in the Licensed Technology granted by
Accu-Search to Pipeline, Pipeline shall loan to Accu-Search Two Hundred Thousand
($200,000) Dollars. This loan shall be made by Pipeline to Accu-Search on the
date hereof. Interest on this loan shall accrue at the annual rate of 12%. All
principal and interest shall be due and payable on the 31st day of May, 2001.
2.4 Protect Confidentiality of Licensed Technology:
Pipeline agrees not to directly or indirectly disclose either the Licensed
Technology or the Proprietary Information to any third person, firm, corporation
or entity or to use the Propriety Information except in conjunction with its
permitted use of the Licensed Technology. Pipeline agrees to protect the
confidentiality of the Licensed Technology and the Proprietary Information in
the same manner as it protects its own proprietary information.
2.5 Licensee Costs
All costs associated with the further development, installation,
maintenance, and training of personnel relating to the Licensed Technology are
Pipeline's responsibility. 3. Accu-Search's Rights and Obligations:
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3.1 Accu-Search Ownership:
Nothing in this License Agreement shall affect Accu-Search's exclusive
ownership of the Licensed Technology and the Proprietary Information. The
license granted hereby shall at all times be subject to all patents, trademarks,
copyrights and any property or other rights of Accu-Search relating to the
Licensed Technology and the Proprietary Information.
4. Term and Termination:
4.1 Effective Date:
This Agreement shall become effective on November 1, 2000.
4.2 Automatic Termination:
This License Agreement will terminate automatically if Pipeline fails to
comply with any of the material terms and conditions of this License Agreement.
4.3 Termination Obligations:
Upon termination of this License Agreement for any reason, use of the
Licensed Technology and the Proprietary Information by Pipeline shall be
discontinued, the license and rights granted hereunder will terminate, Pipeline
will immediately return all physical forms of the Licensed Technology and the
Proprietary Information, and Pipeline will have no further rights or access to
the Licensed Technology or the Proprietary Information. Regardless of
termination for any cause, Pipeline's obligations set forth in Section 2.2 and
Section 2.4 shall survive.
5. Limited Warranty:
5.1 Warranty of Title: Accu-Search warrants that it has the right to grant
a license to use the Licensed Technology to Pipeline and that it has the right
and power to enter into this License Agreement.
5.2 Disclaimer of Warranties: The Licensed Technology is pre-release code
and may be changed substantially.
The Licensed Technology is provided "AS IS" WITHOUT WARRANTY OF ANY KIND
AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ACCU-SEARCH FURTHER
DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO
THE WARRANTIES OF DESIGN, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH
LICENSEE. ITI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED
TECHNOLOGY WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE
PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE.
5.3 Limitation of Liability, Indemnification for Intellectual Property
matters:
IN NO EVENT WILL ACCU-SEARCH BE LIABLE TO PIPELINE FOR ANY DAMAGES,
INCLUDING LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED TECHNOLOGY EVEN
IF ACCU-SEARCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY
CLAIM BY ANY OTHER PARTY. NOTWITHSTANDING THE FOREGOING, ACCU-SEARCH agrees to
indemnify and hold PIPELINE harmless from and against and to pay all losses,
costs, damages or expenses whatsoever, including reasonable attorney's fees,
which PIPELINE may sustain or incur on account of infringement or alleged
infringement of patents, trademarks, or trade names, copyrights, or intellectual
property of any kind in any way resulting from the USE OF ACCU-SEARCH'S LICENSED
TECHNOLOGY as authorized by accu-search pursuant to this agreement. Upon any
claim of alleged infringement, Pipeline shall cease use of the Licensed
technology and proprietary Information and shall cooperate with accu-search in
the defense of any such claim.
6. General Provisions:
6.1 Severability:
If any of the provisions, or portions thereof, of this License Agreement
are invalid under any applicable statute or rule of law, then, that provision
notwithstanding, this License Agreement shall remain in full force and effect
and such provision shall be deemed omitted.
6.2 Integration:
This Agreement constitutes and expresses the entire agreement and
understanding between the Parties and supersedes all previous communications,
representations, or agreements, whether written or oral, with respect to the
subject matter hereof.
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6.3 Modification:
This License Agreement may not be and shall not be deemed or construed to
have been modified, amended, rescinded, canceled, or waived, in whole or part,
except by written instruments signed by the Parties.
6.4 Governing Law:
This License Agreement shall be deemed to be made under and shall be
governed by and construed in accordance with the laws of the State of New York.
6.5 Notice:
All notices hereunder shall be in writing directed to each party at the
address set forth in the first paragraph of this Agreement and to the attention
of the person signing below, unless either party changes the name or address by
written notice, and shall be mailed by certified or registered mail, postage
prepaid. Notices shall be deemed given on the date of mailing, irrespective of
the date of receipt.
6.6 Force Majeure:
Neither Party shall be liable for non-performance or delays caused by acts
of God, wars, riots, strikes, fires, shortage of labor or materials, or other
causes beyond its reasonable control. In the event of any such excuse, delay or
failure of performance, the date of delivery shall be deferred for a period
equal to the time lost by reason of the delay.
In Witness Whereof, this License Agreement for Technology is signed as of
the following date:
Accu-Search, Inc.
By: /s/Philip Davis
Printed Name: Philip Davis
Title: President
Pipeline Data Inc.
By: /s/Jack Rubinstein
Printed Name: Jack Rubinstein
Title: Chief Executive Officer
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