END-USER LICENSE AGREEMENT FOR THE BIKE SHOP LIST

IMPORTANT--READ CAREFULLY:This End-User License Agreement (“Agreement”) is a legal contract between you (either as an individual or a single business entity) and Jay Townley & Associates, LLC (“Vendor”) for the Vendor’s proprietary list of addresses of, and marketing information about, bicycle shops, which may be delivered to you in electronic format, paper or label format, floppy disc or CD ROM format (any and all such forms of Vendor’s proprietary list, regardless of the medium of delivery, the “List”).

BECAUSE OF THE TECHNOLOGY USED TO PROTECT THE LIST, ALL ELECTRONIC VERSIONS OF THE LIST HAVE BUILT-IN EXPIRATION DATES, AFTER WHICH THE CONTENT ON THE LIST WILL NO LONGER BE ACCESSIBLE.  IF YOU HAVE OBTAINED AND PAID FOR EITHER AN ANNUAL LICENSE OR AN ANNUAL SUBSCRIPTION LICENSE, YOU WILL EITHER HAVE TO PERIODICALLY CONTACT VENDOR FOR UNLOCK CODES FOR CONTINUED ACCESS TO THE LIST OR YOU WILL RECEIVE MONTHLY UPDATES WITH A NEW VERSION OF THE LIST.  SEE BELOW FOR DETAILS SPECIFIC TO THE TYPE OF LICENSE YOU PURCHASED.

BY CLICKING THE [I ACCEPT] ICON BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE LIST, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE LIST.

The List is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The List is licensed, not sold. Title to, and ownership of, the List shall remain with Vendor.  Any and all other rights not expressly granted to you under this Agreement are expressly reserved by Vendor.

  1. LICENSE TERMS

Following acceptance of this Agreement, Vendor grants you a non-exclusive, non-transferable license to use one (1) registered copy of the List for your own use as described below.  Regardless of the license, however, you may not duplicate or otherwise copy the List for any purpose, including for resale or distribution to others:

  1. Single Use License.  If you ordered and paid for a single use license:

  1. Labels or Physical List.  If you ordered the List printed on mailing labels or printed as a sheet listing (i.e., on 14” x 8 ½” paper), you may use the List for your business or individual purposes at a single location.

  2. CD ROM or 3 ½" Floppy Disk.  If you ordered the List on CD ROM or 3 ½" Floppy Disk, you may install the single registered copy on one hard disk or other storage device for one computer, and you may access and use the List at that location so long as only one copy of the List is in operation.  If you are a private business rather than an individual, you may authorize the personnel associated with your business to use the List, but only one person at a time, on one computer at a time.  The primary user of the computer on which the List is installed may make a second copy for his or her exclusive use on a backup or portable computer, so long as each registered copy of the List is used on only one computer at a time.  You may not store, install or access the registered version of the List through an internal network, unless you have obtained and paid for a license for each workstation that can access the List through the network.  For instance, if 5 different workstations can access the List on the network, each workstation must have its own paid-up license, regardless of whether the workstations use the List at different times or concurrently.

The Single Use License terminates after 45 days, and after that period, you will not be able access the List on your Floppy Disk or CD ROM and you are not entitled to updates of the List unless you obtain and pay for another license.

  1. Annual License: If you ordered and paid for an annual license (CD ROM or    3 ½" Floppy Disk or electronic delivery) you may install the single registered copy on one hard disk or other storage device for one computer, and you may access and use the List at that location so long as only one copy of the List is in operation.  If you are a private business rather than an individual, you may authorize the personnel associated with your business to use the List, but only one person at a time, on one computer at a time.  The primary user of the computer on which the List is installed may make a second copy for his or her exclusive use on a backup or portable computer, so long as each registered copy of the List is used on only one computer at a time.  You may not store, install or access the registered version of the List through an internal network, unless you have obtained and paid for a license for each workstation that can access the List through the network.  For instance, if 5 different workstations can access the List on the network, each workstation must have its own paid-up license, regardless of whether the workstations use the List at different times or concurrently.

Because of the technology protecting the List, the Annual License for the List temporarily expires every 45 days (and upon expiration, you will be temporarily unable to access the contents of the List).  Accordingly, upon expiration, you will have to contact Vendor for additional unlock codes to unlock the contents of the List for additional 45 day periods until the term of your license expires.  The Annual License does NOT include updates; Additional licenses for updates must be purchased separately.

  1. Annual Subscription License. If you ordered and paid for an annual subscription license (CD ROM or 3 1/2" Floppy Disk or electronic delivery), you may install the single registered copy on one hard disk or other storage device for one computer, and you may access and use the List at that location so long as only one copy of the List is in operation.  If you are a private business rather than an individual, you may authorize the personnel associated with your business to use the List, but only one person at a time, on one computer at a time.  The primary user of the computer on which the List is installed may make a second copy for his or her exclusive use on a backup or portable computer, so long as each registered copy of the List is used on only one computer at a time.  You may not store, install or access the registered version of the List through an internal network, unless you have obtained and paid for a license for each workstation that can access the List through the network.  For instance, if 5 different workstations can access the List on the network, each workstation must have its own paid-up license, regardless of whether the workstations use the List at different times or concurrently.

Because of the technology protecting the List, the Annual License for the List temporarily expires every 45 days (and upon expiration, you will be temporarily unable to access the contents of the List).  The Annual Subscription License, however, includes monthly updates and each month during the term of your license, you will receive an updated version of the List on your requested medium.

  1. Web Site Dealer Locator License.  If you ordered and paid for a Web site dealer locator license (CD ROM or 3 1/2" Floppy Disk or electronic delivery), you may install the single registered copy on one hard disk for the computer that is the server for your web site.  You or your internet service provider may make a second copy of the List for your exclusive use as a backup.  You may not store, install or access the registered version of the List through an internal network.  You may provide limited and selective access to the List on your web site for the sole purpose of allowing users of your web site to locate dealers that match the user’s search query.  The entire List may not be displayed to users or accessed by users.  The List may not be used on, or accessed by, more than one web site.  You may not allow users of your web site to copy the List in part or in full, except that users may print out the portion of the List displayed as a result of the search query.  For purposes of this Agreement, the temporary caching of a portion of this List in a user’s RAM shall not violate this Agreement.  No portion of the List may be used as metatags or as other hidden code or as HTML or XML code, except as is necessary to incorporate the List into your web site.  No portion of the List may be provided to any third parties for search engine, portal or other commercial use, including advertising, other than as expressly authorized by this Agreement.  No links may be made to any portion of the List.

Because of the technology protecting the List, the Web Site Dealer Locator License for the List temporarily expires every 45 days (and upon expiration, you will be temporarily unable to access the contents of the List).  The Web Site Dealer Locator License, however, includes monthly updates and each month during the term of your license, you will receive an updated version of the List on your requested medium.

  1. OTHER LIMITATIONS

  1. You may not rent, lease or lend the List.

  2. You may not reverse engineer, decompile, or disassemble the List, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

  3. You may not transfer any or all of your rights under this Agreement and any such attempted transfer shall render the license granted hereunder null and void.

  4. Without prejudice to any other rights, Vendor may terminate this Agreement immediately if you fail to comply with the terms and conditions of this Agreement.  In such event, you must destroy all copies of the List and all of its component parts.

  5. U.S. GOVERNMENT RESTRICTED RIGHTS. The List is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. 52.227-19, as applicable.  Manufacturer is Jay Townley & Associates, LLC

  1. INDEMNIFICATION

You, at your own expense, will indemnify, defend and hold harmless Vendor, its affiliates, employees, representatives and agents, against any claim, suit, action, or other proceeding brought against Vendor based on or arising from a claim that you used the List in any manner that violates applicable state or federal laws, including claims that the use of the List violated any person’s right of publicity, privacy or personality, or has otherwise resulted in any tort, injury, damages or harm to any person.  You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Vendor in connection with or arising from any such claim, suit, action or proceeding. 

  1. GOVERNING LAW; FORUM

This Agreement shall be governed by the laws of the State of Wisconsin without regard to conflict of laws principles.  Any disputes arising out of, or related to this Agreement or the List, shall be resolved in Dane County, Wisconsin.  You consent to the jurisdiction of Wisconsin and the application of Wisconsin law to all disputes.

  1. PROPRIETARY RIGHTS

  1. Copyright.  All title and copyrights in and to the List are owned by Vendor.  The List is protected by copyright laws and international treaty provisions.  Therefore, you must treat the List like any other copyrighted material, subject to the provisions of this Agreement.

  2. Submissions.  Should you decide to transmit to Vendor’s website by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for improvements or changes to the List), whether as information, feedback, data, questions, comments, suggestions or the like, you agree such submissions are unrestricted and shall be deemed non-confidential and you automatically grant Vendor and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

  1. DISCLAIMER OF WARRANTY

VENDOR BELIEVES THAT IT HAS TAKEN REASONABLE MEASURES TO VERIFY THE ACCURACY OF THE LIST.  VENDOR DOES NOT AND CANNOT, HOWEVER, WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE LIST.  OTHER THAN THE EXPRESS WARRANTIES PROVIDED IN THIS AGREEMENT, VENDOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. 

You must assume the entire risk of using the List.  ANY LIABILITY OF VENDOR FOR A DEFECTIVE COPY OF THE LIST WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF YOUR COPY OF THE LIST WITH ANOTHER COPY OR REFUND OF THE INITIAL LICENSE FEE VENDOR RECEIVED FROM YOU FOR THE DEFECTIVE COPY OF THE PRODUCT.  IN NO EVENT WILL VENDOR BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF VENDOR’S REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.  BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.  VENDOR’S ENTIRE LIABILITY SHALL NOT EXCEED THE INITIAL LICENSE FEE PAID TO VENDOR FOR THE LIST.

  1. Notices

  1. COPYRIGHT NOTICE. Copyright © 2000 Jay Townley & Associates, LLC. All rights reserved.

  2. TRADEMARKS. The Bike Shop List and thebikeshoplist.com are either trademarks or registered trademarks of Jay Townley & Associates, LLC.  Other product and company names mentioned herein may be the trademarks of their respective owners.