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ECH5TREET™

THOIVISON

Y STANDARDS ENTERPRISE L1CENSE hereinafter referred to as "Agreement" CLlENT NAME: INELECTRA S.A.C.A. (hereinafter referred to as "L1CENSEE") DATE:

I 05-05-2008

(For

I ANNUAL SUBSCRIPTION

use only)

FEE (USD):

I $ 203,172.00

LAUNCH DA TE: {INSERT DD-MON- YV} EXPIRA T/ON: {INSERT DD-MON- YY}

AUTHORIZED SIGNATURES THOMSON SCIENTIFIC, INC. hereinafter referred to as "TECHSTREET"

INELECTRA SAC.A.

-----

By:

By Print name

_

- - - -- - - - -- - - --

Title:

Title:

CLlENT CONTACT INFORMATION

AGENT I DISTRIBUTOR INFORMATION

Contact Name:

eTech Ilntelecnia SRL (hereinafter referred to as "AGENT"

Address:

A

.

_

Contact Name

~ Email address for this account set-up State/Province: Country:

Postal Code

_ 1 c.uik)

PRIMARY SUBSCRIPTION ADMINISTRATOR

Name

-

Tille

. Email address

Phone

./

9~Jlí/.3?j

DEFINITIONS "Launch Date" means the date on which the Service is first made available to LlCENSEE, which date is specified above. "Products" means the industry standards or other technical document(s) set forth on Exhibit "TECHSTREET Subscription Service" or "Service" means the secure web-based account by which L1CENSEE and its Users access Products in electronic formal. . Term" shall have the meaning set forth in Section 9 of this Agreement. "User" means any individual to whom the L1CENSEE provides a User ID in accordance with the terms of Section 2 of this Agreement.

INDUSTRY STANDARDS SUBSCRIPTION AGREEMENT

Vers ion 4 11/2007


TERMS AND CONDITIONS 1. Grant of License. Subject to the terms and conditions hereof, L1CENSEE is granted the non-exclusive right for its Users to use the Service during the Term solely to access, view, and download (in the form of electronic PDF files to be stored solely on the User's local computer) Products in accordance with the terms and conditions herein. The number of Users accessing the Service at any one time may not exceed the number of "Simultaneous Users" set forth on the first page of Exhibit A. 2. Users. L1CENSEE shall be provided the number of Simultaneous User Seats and User IDs set forth in Exhibit A. L1CENSEE may only provide access to its employees, students, faculty, and staft, provided that, L1CENSEE may provide access to its consultants or independent contractors solely to permit such consultants and indendent contractors to use the Service in connection with performing services for the benefit of L1CENSEE. L1CENSEE shall ensure that use by consultants and independent contractors is limited in accordance with the foregoing. Users may not share their ID or access with any other User or individual. A User ID may be reassigned to another User upon termination or reassignment of the initial User to a position that does not require access to the Service. Each User shall be required to accept the terms and conditions of the End User License Agreement ("EULA") before being granted access to the Service and L1CENSEE shall ensure that each User is made aware of the terms and provisions of the EULA. The terms of the EULA may be amended from time to time and are incorporated herein by reference. Accessing the Service shall be deemed acceptance of the EULA by such User. Any action or omission by a User in connection with the Service shall be deemed to be an action or omission of L1CENSEE for all purposes hereof. 3. Anonymous Users. L1CENSEE may provide access to a User without providing a User ID so long as the "Anonymous User" is an employee, student, faculty, staft, consultant, or independent contractor of the L1CENSEE and that the Anonymous User is an authorized user of L1CENSEE's Intranet resources. 4. Additional Products. L1CENSEE may request that additional Products be added to the Service during the Term by contacting TECHSTREET. TECHSTREET may assess an increase in the annual subscription fee depending on the type of document(s) to be added to the Service and other variables relating to the additional Products. L1CENSEE will be advised of any increase in price prior to any change in the Products being eftective. 5. Access Locations. Users may access the Service from any location, except where limited by publisher restrictions, which, if any, shall be noted on Exhibit A hereto. 6. Access Requirements. For web-based access, each User must have at least the following: • Internet connection (dial-up is ok; 56K or higher is recommended) • Internet browser (lE 5.5 or higher, Firefox 1.5 or higher, or Netscape 4.7 or higher) • Operating system: MS Windows 95, 98, NT, ME, 2000, or XP (no service on Mac, Unix, or Linux). • Adobe Acrobat Reader 4.0 or higher (available free) • FileOpen security plug-in (available free). This is an Adobe-certified plug-in that facilitates downloading secure PDF files. 7. Usage Restrictions a. Any text, images, tables, pictures, graphics, or other elements of the Product(s) that are retrieved, displayed, or outputted through the Service is and shall be at all times, solely owned by its respective copyright owner and is protected by United States law and international treaties. b. Each User may print copies of Products for personal reference use only within the L1CENSEE's organization, and only on condition that such copies include the embedded copyright notice and are destroyed upon expiration of this Agreement. Notwithstanding the foregoing, where the User has a specification or tender requirement to reproduce a Product as part of his documentation for external submission to a customer, to a vendor, or for submission for a standards compliance audit, the necessary pages of the Product, including the whole Product if required, may be reproduced and submitted, such right of reproduction being subject at all times to the intellectual property rights of third parties in such Product. c. Except as allowed herein, Users shall not loan, sell, rent, lease, reproduce, or otherwise distribute copies of any of the materials obtained through the Service, in either print or electronic formal. including, without Iimitation, through the use of electronic mail. INDUSTRY STANDARDS SUBSCRIPTION AGREEMENT

Version 4 11/2007


d. If this Agreement is terminated by either Party, cancelled, or is not renewed, the Licensee shall

make all reasonable efforts to destroy all printed versions of the Products, except those

reproduced as part of other documentation in accordance with Section 7b. At its discretion,

TECHSTREET may require written certification that all reasonable efforts have been made to

destroy Products.

8. Payment. L1CENSEE shall pay AGENT the annual subscription fee as set forth in the preamble, within sixty (60) days of L1CENSEE's receipt of a correct invoice from AGENT. AGENT reserves the right to change the annual subscription fees for the immediately following year at the end of each annual term of this Agreement. In such event, it shall provide L1CENSEE at least thirty (30) days prior written notice.

9. Term and Termination a. Term. Subject to the termination rights set forth in this Section 9, the initial term of this Agreement (the "Initial Term") shall commence on the Launch Date and continue thereafter until the first anniversary of the Launch Date; The Agreement shall automatically renew for additonal one (1) year terms (a "Renewal Term") unless either party provides written notice thirty (30) days in advance of the exipiration of the then current term of the Agreement of its intent not to renew the Agreement, or of its intent to change any of the terms of the Agreement. b. Termination for Convenience. Either party may terminate this Agreement, for any reason or for no reason, upon thirty (30) days prior written notice to the other party. In the event of such termination by L1CENSEE, L1CENSEE agrees it will not be entitled to a refundo In the event of such termination by TECHSTREET, L1CENSEE shall be entitled to a prorated refund of the unused Service and Techstreet shall provide said refund within thirty (30) days of the termination date. C. Termination for Breach. Except as set forth in the following sentence, this Agreement may be terminated by either party upon thirty (30) days prior written notice of a material breach, which notice specifies in reasonable detail the alleged breach, provided that if the party alleged to be in breach cures the breach identified in the written notice to the reasonable satisfaction of the non足 breaching party within the thirty (30) day notice period, then the Agreement shall continue and the termination notice shall be null and void. TECHSTREET may terminate this Agreement immediately upon breach by L1CENSEE or any User of Section 2, 3, 5 or 7 of this Agreement. Should TECHSTREET terminate this Agreement due to a material breach by L1CENSEE, L1CENSEE agrees it shall not be entitled to a refundo Should L1CENSEE terminate this Agreement due to a material breach by Techstreet, L1CENSEE shall be entitled to a prorated refund of the unused Service and Techstreet shall provide said refund within thirty (30) days of the termination date. d. Effect of Termination. Upon termination or non-renewal of this Agreement, L1CENSEE and/or its Users, as applicable, shall make all reasonable efforts to destroy all copies of Products, except as noted in Section 7d aboye, whether in tangible or intangible (e.g., electronic) format, and cease all use of the Products. L1CENSEE and/or its Users shall, upon the request of TECHSTREET, at its sole discretion, provide written certification that all reasonable efforts have been made to destroy all Products, whether in tangible or intangible (e.g., electronic) format. 10. Proprietary Rights. L1CENSEE and its Users acknowledge that certain parts of the Service are copyrighted by TECHSTREET, and the Products are subject to intellectual property rights of third parties. L1CENSEE and its Users shall comply with all intellectual property rights of TECHSTREET and third parties relating to its use of the Service and the Products. L1CENSEE and its Users shall not make any use of the Service or the Products except as expressly permitted hereunder. L1CENSEE acknowledges that a digital rights management program may be used in connection with all or any portion of the items available through the Service to protect such rights. L1CENSEE shall indemnify and hold harmless TECHSTREET, AGENT, and any TECHSTREET or AGENT affiliates or employees from and against any and alllosses, Iiabilities, damages, claims, awards, judgments, costs and expenses arising out of or resulting from L1CENSEE'S and/or its Users' use of the Service or Products other than as expressly permitted hereunder

11. DISCLAIMER OF WARRANTIES. ACCESS TO THE SERVICE ANO PRODUCTS ARE PROVIDED BY TECHSTREET "AS IS." TECHSTREET ANO AGENT DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLlED, CONCERNING THE MERCHANTABILlTY, QUALlTY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE OR PRODUCTS. INDUSTRY STANDARDS SUBSCRIPTION AGREEMENT

Version 4 11/2007


L1CENSEE AND ALL USERS ASSUME ALL RISK OF USE INCLUDING THE RISK OF INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. NO WARRANTY IS GIVEN THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. TECHSTREET AND AGENT NOT RESPONSIBLE FOR INVALlD DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATIONS CARRIERS' OR OTHER PROVIDERS' FACILITIES. L1CENSEE AND ALL USERS ACKNOWLEDGE THAT SUBSTANTIAL AMOLlNTS OF THE CONTENT OF THE SERVICE ARE PROVIDED BY THIRD PARTIES, AND TECHSTREET AND AGENT HAVE NO CONTROL OVER, OR L1ABILlTY FOR ANY SUCH CONTENT EXCEPT THAT TECHSTREET WARRANTS THAT IT HAS THE RIGHT TO MAKE SUCH THIRD PARTY CONTENT AVAILABLE TO L1CENSEE VIA TECHSTREET'S SUBSCRIPTION SERVICE. UNDER NO CIRCUMSTANCES WILL TECHSTREET OR AGENT BE RESPONSIBLE FOR THE USE BY L1CENSEE OR ANY USERS OF, OR RESULTS ACHIEVED BY L1CENSEE OR ANY USERS FROM THE SERVICE OR PRODUCTS ACCESSED THROUGH THE SERVICE.

12. L1MITATIONS OF L1ABILlTY. NEITHER PARTY SHALL BE L1ABLE TO THE OTHER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, INTERRUPTION OF BUSINESS OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM ANY BREACH OF ITS AGREEMENT, EVEN IF THE DAMAGED PARTY HAS ADVISED THE OTHER PARTY OF THE POSSIBILlTY OF SUCH LOSS. IN NO EVENT SHALL TECHSTREET OR AGENT BE L1ABLE TO L1CENSEE OR ANY USER FOR LOSSES ARISING OUT OF THE USE OF THE SERVICE OR PRODUCTS BY L1CENSEE OR ANY USER. WITHOUT L1MITING THE FOREOGING, TECHSTREET'S AGGREGATE L1ABILlTY TO L1CENSEE SHALL BE L1MITED TO THE AMOUNT RECEIVED BY TECHSTREET FROM L1CENSEE HEREUNDER. 13. Modification. TECHSTREET reserves the right, in its sole discretion, to supplement, modify or discontinue any aspect of the Service, including, without limitation, restricting the times of availability or means of access.

14. Assignment. Neither party may assign its rights or delegate its obligations under the Agreement, either in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party, except (i) by either party to a parent or subsidiary corporation, or subsidiary of its parent, or (ii) by TECHSTREET in conjunction with the merger of TECHSTREET or the sale of substantially all of the assets of the business relating to its Agreement. Any attempted assignment or delegation without written consent shall be void. The rights and liabilities of the parties under the Agreement shall bind and inure to the benefit of the parties' respective successors and permitted assigns. 15. Governing Law, Mediation. Both parties agree that any claims or disputes (other than those relating to intellectual property) shall be submitted to non-binding mediation prior to institution of any formal legal process. Costs of mediation shall be shared equally. The laws of the State of New York shall govern the provisions of this Agreement, and each of the parties hereby submits to the non-exclusive personal jurisdiction of the State courts of New York and the United States Federal District Court for the Southern District of New York. 16. Force Majeure. Except for the obligation to pay moneys due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party's reasonable control, including without limitation acts of God, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period eq端al to the period of the excusable delay.

17. Severability. Each provision of this Agreement shall be considered severable and if, for any reason, any provision hereof is determined to be invalid and contrary to, or in conflict with, any existing or future law or regulation by any court or agency having valid jurisdiction, such provision shall be given the maximum permissible effect, and such invalidity or illegality shall not impair the operation or affect the remaining provisions of this Agreement; and the latter shall continue to be given full force and effect and bind the parties hereto and such invalid provisions shall be deemed not to be a part of this Agreement

INDUSTRY STANDARDS SUBSCRIPTION AGREEMENT

Version 4 11/2007


18. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter, and supersedes any and all prior discussions, correspondence, agreements or understandings between the parties with respect to such matters. If any provision of the Agreement is held to be unenforceable by competent legal authority, then the remaining provisions shall nevertheless remain in effect, and the parties shall negotiate in good-faith a substitute enforceable provision which most nearly effects the parties' intent in entering into the Agreement. No amendment or waiver of any of the provisions of its Agreement shall be effective unless in writing and signed by both parties. The Agreement may be executed in multiple counterparts, each of which shall be an original and together which shall constitute one and the same instrument. [End of Terms and Conditions]

INDUSTRY STANDARDS SUBSCRIPTION AGREEMENT

Version 4 11/2007


EXHIBIT A PRODUCTS AND ACCESS LEVELS GRANTED UNDER THIS L/CENSE PROOUCTS

#SIMULTANEOUS USER SEATS

# USER lOs

# LOCATIONS

5

--­

4

--­

30

4

FuI! set of:

AASHTO ASTM AWS IEEE AGA ISA NFPA API MSS NACE lEC ASME and BPVC FuI! Set of AWWA (Manuals and Standards SITE L1MITATIONS UF ANY) •

Access to Products from Inelectra is limited to Users whose central workplace is one of the

following locations:

1. 2. 3. 4.

Argentina Colombia Panamá Venezuela

INDUSTRY STANDARDS SUBSCRIPTION AGREEMENT

Version 4 11/2007


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