WITHOUT LIMITATION, ANY PLEDGE, SECURITY INTEREST, LIEN, CHARGE,
HYPOTHECATION, CLAIM, OPTION, RIGHT OF FIRST REFUSAL OR RESTRICTION, HOWEVER
IMPOSED.
1.6
"LOSSES" SHALL MEAN ALL LIABILITIES, EQUITABLE REMEDIES, LOSSES,
COSTS, FINES, DAMAGES OF ANY NATURE, JUDGMENTS, PENALTIES, DIMINUTION OF VALUE,
OR EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS
OF LITIGATION).
1.7
"PERSON" SHALL MEAN ANY INDIVIDUAL, CORPORATION, PARTNERSHIP,
LIMITED LIABILITY COMPANY, ASSOCIATION, TRUST, OR OTHER ENTITY OR ORGANIZATION.
1.8
"SOFTWARE" SHALL MEAN THE ICARUS AIRLINE WEB 6.0 SOFTWARE AND
INCLUDES ANY AND ALL (I) COMPUTER PROGRAMS, INCLUDING ANY AND ALL SOFTWARE
IMPLEMENTATIONS OF ALGORITHMS, MODELS AND METHODOLOGIES, WHETHER IN SOURCE CODE
OR OBJECT CODE, (II) DATABASES AND COMPILATIONS, INCLUDING ANY AND ALL DATA AND
COLLECTIONS OF DATA, WHETHER MACHINE READABLE OR OTHERWISE, (III) DESCRIPTIONS,
SCHEMATICS, FLOW-CHARTS AND OTHER WORK PRODUCT USED TO DESIGN, PLAN, ORGANIZE
AND DEVELOP ANY OF THE FOREGOING, AND (IV) ALL DOCUMENTATION, INCLUDING USER
MANUALS AND TRAINING MATERIALS, RELATING TO ANY OF THE FOREGOING (THE
"DOCUMENTATION").
1.9
"TRAVEL APPLICATIONS" SHALL MEAN THE USE OF THE SOFTWARE FOR ALL
APPLICATIONS INVOLVING THE TRAVEL INDUSTRY, INCLUDING, BUT NOT LIMITED TO, AIR
TRAVEL, BUS TRAVEL, TRAIN TRAVEL, CRUISES, TRAVEL AGENCIES, ON-LINE BOOKINGS,
HOTELS, RENTAL CARS, TRAVEL ATTRACTIONS, TOURS, AND RELATED TRAVEL SERVICES.
ARTICLE II
GRANT OF LICENSE
2.1
LICENSOR HEREBY GRANTS TO LICENSEE, WITH THE EXCEPTION OF THE
EXISTING LICENSE AGREEMENT, AN EXCLUSIVE, WORLDWIDE, IRREVOCABLE, PERPETUAL
LICENSE TO USE AND SUBLICENSE LICENSOR'S SOFTWARE FOR ANY AND ALL TRAVEL
APPLICATIONS.
LICENSOR HAS SUPPLIED LICENSEE WITHOUT CHARGE ONE (1) COPY OF ALL
DOCUMENTATION.
FOR CLARITY, LICENSOR AND ALLEE CONFIRM THAT EXCLUSIVE OWNERSHIP
AND USE OF THE SOFTWARE FOR TRAVEL APPLICATIONS BELONG TO LICENSEE, AND NEITHER
LICENSOR NOR ALLEE SHALL EVER BE PERMITTED TO USE THE SOFTWARE OR ANY PORTION OR
DERIVATIVES THEREOF FOR TRAVEL APPLICATIONS.
Licensee may request Licensor's consent to other uses of the Software not
interfering with Licensor's use or planned use or marketing of the Software for
applications other than Travel Applications and Licensor's consent thereto shall
not be unreasonably withheld.
2.2
LICENSEE MAY USE, ENJOY AND OBTAIN ECONOMIC BENEFIT FROM THE
SOFTWARE IN ANY MANNER IT CHOOSES, INCLUDING WITHOUT LIMITATION ENTERING INTO
SUBLICENSE ARRANGEMENTS.
LICENSOR ACKNOWLEDGES THAT LICENSEE INTENDS TO MODIFY
THE SOFTWARE FOR APPLICATION IN ITS OWN BUSINESS OR IN THE BUSINESSES OF
LICENSEE'S SUBLICENSEES.
LICENSOR SHALL PROVIDE LICENSEE WITH A COPY OF THE
SOURCE CODE FOR SUCH PURPOSES.
NOTHING CONTAINED HEREIN SHALL PRECLUDE LICENSEE
FROM
2
COMPILING A PROGRAM IN WHICH A SOURCE CODE LISTING IS PRODUCED IN THE ORDINARY
COURSE OF MODIFYING OR ENHANCING THE SOFTWARE.
ANY MODIFIED VERSION OF THE
LICENSED SOFTWARE WILL CONSTITUTE LICENSEE DERIVATIVE WORKS HEREUNDER THAT MAY
BE USED BY LICENSEE AND THAT SHALL BE OWNED EXCLUSIVELY BY LICENSEE.
LICENSOR
SHALL HAVE NO RIGHTS TO ANY OF LICENSEE'S DERIVATIVE WORKS AND IF EXPOSED TO ANY
OF LICENSEE'S DERIVATIVE WORKS, SHALL TREAT SUCH DERIVATIVE WORKS AS LICENSEE'S
CONFIDENTIAL INFORMATION AND SHALL NOT USE OR DISCLOSE SUCH DERIVATIVE WORKS AT
ANY TIME WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSEE.
LICENSOR AGREES