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ClientBase Online Software Agreement

This Software License Agreement ("Agreement") is by and between Trams and ClientBase Products and Services "TRAMS" and the "LICENSEE".

DEFINITIONS

As used in this Agreement:  "LICENSEE" means the person or other legal entity that has registered with TRAMS to use this SOFTWARE.

"AGENCY" means the travel agency business conducted by LICENSEE under the name and at the location that is registered with TRAMS.

“INITIAL TERM” means the finite period of time commencing on the date that the SOFTWARE is delivered to LICENSEE and ending on the first anniversary of such date.

"LICENSE" means the license to use the SOFTWARE granted by TRAMS to LICENSEE hereunder.

“LICENSE FEE” means, during the INTIIAL TERM, the periodic payments separately agreed to be paid by LICENSEE to TRAMS for the use of the SOFTWARE in accordance with this LICENSE.  After the INITIAL TERM, LICENSE FEE shall mean the amount established from time to time by TRAMS charged to licensees of the SOFTWARE generally.  TRAMS shall not increase the LICENSE FEE during the INITIAL TERM.  No increase in such rate shall be effective unless TRAMS shall have provided LICENSEE with no less than twenty (20) days notice.  LICENSEE acknowledges that TRAMS may, at its discretion, offer individual licensees rates that are lower than that which it determines to charge to its licensees generally, and such lower rates will not affect the rates charged to LICENSEE.

"SOFTWARE" means that certain travel agency management computer information processing program consisting of a series of instruction or statements in machine readable form to which this agreement is appended, and includes all enhancements, amendments, supplements, modifications, editions, derivations to such program, whether or not encompassed within a separately functioning program.  

1. LICENSE. TRAMS does hereby grant to LICENSEE a non-exclusive, nontransferable license or sub license to use the SOFTWARE (herein referred to as “SOFTWARE”) in connection with its travel agency business conducted at the AGENCY.

2. TERM OF LICENSE.  The term of the LICENSE shall be for the INITIAL TERM, however, LICENSEE shall have the right and option to extend the term of the LICENSE for succeeding periods.  Such options may be exercised only by the delivery to TRAMS on or before the tenth (10th) day preceding the end of the then current term of an amount equal to TRAMS' then current license fee.  If such monthly license fee is not delivered to TRAMS prior to the twentieth (20th) day of any month during the term of the LICENSE, TRAMS shall be under no obligation to extend the term of the LICENSE for any succeeding months.  In the event that TRAMS receives the ROYALTY after the tenth (10th) day preceding the end of the then current license term, TRAMS may, at its option accept the ROYALTY and thereby extend the LICENSE.

Upon the termination of the LICENSE, LICENSEE shall cease using the software, and shall return to TRAMS, by certified mail return receipt requested, within five (5) days of termination, all copies of the SOFTWARE contained on any program storage instrument (for example, floppy disks, CD’s, etc.) and shall immediately erase the SOFTWARE from computer memory equipment in its control.

3.  TERMINATION OF LICENSE.  The LICENSE shall terminate upon the termination of the INITIAL TERM, unless extended to the succeeding month in the manner described above.  After the INITIAL TERM of the LICENSE, TRAMS may, at its discretion, and upon not less than ninety (90) days prior written notice, terminate the LICENSE.

4.USE OF SOFTWARE.  LICENSEE shall use the SOFTWARE only in connection with the LICENSEE's business conducted at the AGENCY, and for no other purpose.  Without limiting the generality of the preceding sentence, LICENSEE shall not do any of the following without TRAMS' prior written consent (which consent, if granted by TRAMS, shall not limit or in any way alter the copyright or trade secret rights of TRAMS):

A. Make any copies of the SOFTWARE other than for the purpose of loading the program onto LICENSEE'S hardware system:

B. Allow any other person or entity to use the SOFTWARE, other than LICENSEE's employees and agents in connection with their work at the AGENCY; or

C. In any way violate any of TRAMS, rights with respect to the SOFTWARE, including without limitation any copyright, trademark or other proprietary rights.

D. Alter, modify of in any way vary the SOFTWARE.