PLEASE CAREFULLY READ THE FOLLOWING LEGAL AGREEMENT GOVERNING YOUR USE OF THE LICENSED PROGRAM. BY COMPLETING THE INSTALLATION OF THE LICENSED PROGRAM, OR BY CLICKING A BUTTON ACCEPTING THIS AGREEMENT, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, THEN STOP AND PROMPTLY AND PERMANENTLY REMOVE THE LICENSED PROGRAM FROM YOUR COMPUTER.
END-USER LICENSE AGREEMENT
(the "Agreement") is hereby entered into between Patent Architect
LLC, with offices at
1. Licensed Program. This is a license agreement between You and Licensor with respect to Patent Architect, Version 2.0, the accompanying Documentation and all fixes, releases, upgrades, new versions or enhancements, if any, that may subsequently be issued to You (the "Licensed Program").
2. Certain Preliminary Uses.
(a) Installation. The Licensed Program is distributed to You by electronic download as described in the Documentation. You will need to install the Licensed Program on properly configured and compatible computer equipment according to the Documentation. You will also need to ensure that all required data is in proper format and no other software or equipment having an adverse impact on the Licensed Program are present.
(b) Evaluation Period. Once You sign or manifest assent this Agreement, You will obtain a temporary "Evaluation License" to install, store, load, execute, display and evaluate the Licensed Program for thirty (30) days. This License terminates at the end of the Evaluation Period, unless You extend this Agreement into a Licensed Period by notifying Licensor and obtaining an operating license (as distinguished from an evaluation License) to Use the Licensed Program according to this Agreement for which You agree to pay any unpaid License Fees for the Licensed Program.
3. Licensed Operating Environment.
(a) Operating Environment. Once You sign or manifest assent this Agreement, have completed activities described in Section 2 ("Certain Preliminary Uses") and provided You pay the applicable License Fees described or referenced in Section 7 ("Price & Payment") when due, You will be deemed granted one (1) non-exclusive operations license(s) for the Licensed Program, in each case to install, store, load, execute and display (collectively, "Use") the Licensed Program on one (1) CPU of the class described in the Documentation (the "Licensed Operating Environment") for use by only one person at a time, i.e., the Licensed Program is not licensed for simultaneous use by more than one user. The Licensed Program is provided only in machine readable form.
(b) Authorized Operators. The Licensed Program will be operated solely by You and Your own employees ("Authorized Operators"). The Authorized Operators may Use the Licensed Program in the Licensed Operating Environment for the beneficial uses described in Section 4 ("Permitted Uses").
(c) Disaster Recovery Exception. In the event of a bona fide disaster such as a fire, flood, earthquake or civil disturbance, You may relocate and Use the Licensed Program on a back-up configuration substantially equivalent to the Licensed Operating Environment for a period not to exceed sixty (60) days by contacting Licensor. Upon completion of the emergency, You will certify the deletion of all copies from the back-up equipment.
4. Permitted Uses. Your Authorized Operators may Use the Licensed Program in the Licensed Operating Environment strictly in support of Your internal business operations and to process Your own data during the Evaluation and Licensed Periods.
5. Reservation of Rights.
(a) Rights to Licensed Program. The intellectual property rights in the Licensed Program shall at all times remain the exclusive property of Licensor or other owner identified in the Documentation. By executing this Agreement and paying the applicable License Fee, You obtain a limited license to Use the Licensed Program. You agree not to disassemble, decompile or reverse engineer the Licensed Program. You also agree that any information obtained in violation of this restriction will be confidential information automatically and irrevocably deemed assigned to and owned exclusively by the owner of the Licensed Program. You will at all times use due diligence to safeguard and protect all such confidential and proprietary information pertaining to the Licensed Program. You will ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the Licensed Program remain intact and clearly legible.
(b) All Other Rights Reserved. All rights are reserved to Licensor except those expressly granted to You under this Agreement. Licensor reserves to itself and prohibits You (directly or indirectly, in whole or in part) from loaning, renting, leasing, sublicensing or otherwise distributing or operating the Licensed Program to or for the benefit of any third party, and from altering, adapting, translating or preparing any derivative work of the Licensed Program.
6. Product Support. Except for any warranty support specified in Section 9 ("Warranties"), the Licensor is not required to provide You with any Product Support, such as telephone Hotline Service or Updates, with respect to this Licensed Program.
7. Price & Payment.
(a) Price. You agree to pay Licensor a License Fee in the amount stated on Licensor's invoice. The License Fee is determined according to the method stated on the invoice. Payment of the License Fee entitles You to Use the Licensed Program in accordance with this Agreement during the stated Licensed Period.
(b) Payment. Unless otherwise stated on Licensor's invoice, the applicable fees are payable by You to authorize delivery. You will pay all sales, use, value-added, GST, personal property or other governmental tax or levy associated with this transaction (including interest and penalties imposed thereon) other than taxes based on the net income or profits of Licensor. If You fail to pay any amount when due, Your license to Use the Licensed Program will automatically terminate and You will pay all costs of enforcement, including legal fees (17.5% pre-filing, and 35% if formal proceedings are filed).
8. Transfer Restriction on License. You may not assign, rent, lease, co-op or host all or any part of Your rights or obligations under this Agreement without Licensor's prior written consent and any attempt to the contrary will be void and a material breach of this Agreement. Licensor may withhold such consent in its sole discretion. Licensor may not impose transfer fees as a condition of any permitted transfer. A transfer of this Agreement will terminate any right to Your continued possession or Use of the Licensed Program and You must promptly destroy all remaining copies of the Licensed Program in Your possession or under Your control.
9. Warranties. The following provisions are subject to Section 11 ("Limitation of Remedies & Liabilities"). Any warranties are for Your benefit alone, it being agreed they are not assignable and there are no third party beneficiaries of them.
(a) Noninfringement Warranty. Licensor warrants it has the rights needed to enter into this Agreement and that, to the best of its knowledge and belief, Permitted Use by You of the Licensed Program in the Licensed Operating Environment will not infringe or misappropriate any United States copyright, trademark, patent, or the trade secrets of any third persons, as set forth in the UCC.
(b) No Performance Warranty. Except as provided in this Section, You agree that the Licensed Program and any services are provided strictly on an "as is" basis without any express or implied warranty, guarantee or other assurance of quality, conformity with specifications, reliability or functionality. You accept all risk for the suitability, performance or nonperformance of the Licensed Program. LICENSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. AS ALLOWED BY APPLICABLE LAW.
10. Limitation of Remedies & Liabilities. The following provisions are a material condition of this Agreement and reflect a fair allocation of risk:
(a) Remedies. You agree that if the Licensor violates any warranty or other provision of this Agreement, and Licensor determines that repair or other corrective action is not economically or technically feasible, Your sole and exclusive remedy will be to obtain a refund of License Fees paid by You. You also agree that legal remedies alone may provide inadequate protection of Licensor's intellectual property rights in the Licensed Program and that, in addition to other relief, Licensor may without necessity of posting bond obtain temporary and permanent injunctions to enforce those rights.
(b) Liabilities. YOU AGREE LICENSOR IS NOT LIABLE FOR ANY AMOUNT EXCEEDING THE LICENSE FEES ACTUALLY PAID BY YOU HEREUNDER. IN NO EVENT SHALL LICENSOR BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA OR BUSINESS INTERRUPTION EVEN IF LICENSOR IS NOTIFIED IN ADVANCE OF SUCH POSSIBILITY). THIS INCLUDES DAMAGES INCURRED BY YOU, YOUR CUSTOMERS OR ANY THIRD PARTY. THIS LIMITATION PROTECTS LICENSOR AND ANY DISTRIBUTOR OR RESELLER FROM WHOM YOU OBTAINED THE LICENSED PROGRAM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. THIS LIABILITY LIMIT IS INDEPENDENT OF REMEDY LIMITS. YOU AGREE TO REMAIN TOTALLY RESPONSIBLE FOR THE CONTENT OR LACK OF CONTENT FOR ANY DOCUMENT PREPARED BY YOU WHILE USING THIS LICENSED PROGRAM.
11. Term & Termination.
(a) Generally. This Agreement shall continue in full force and effect for a Licensed Period (renewable upon payment of the stated License Fee) unless terminated earlier in accordance with this or another Section of this Agreement. This Agreement will terminate automatically if You breach any provision of it. You may terminate this Agreement at any time at Your election.
(b) Effect of Termination. Termination of this Agreement will terminate Your right to possess or Use the Licensed Program but will not terminate Your obligation to pay outstanding License fees. Upon termination for any reason, You agree to destroy the original and all copies of the Licensed Program (including Documentation) and cease all further Use of it. Termination will have no effect on Your obligation to safeguard and protect proprietary rights of Licensor under Section 5(a) ("Rights to Licensed Program"), disclaimers under Section 9 ("Warranties"), or limitations under Section 11 ("Limitation of Remedies & Liabilities")
12. Disputes, Choice of Law. Except for certain injunctive relief
authorized under Section 10 ("Limitation of Remedies &
Liabilities") which may be brought at any time, the parties agree that all
disputes shall be submitted to a single arbitrator under proceedings conducted
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association. The award of the arbitrator shall include a written explanation of
the decision, shall be limited to remedies otherwise available in court and
shall be binding upon the parties and enforceable in any court of competent
jurisdiction. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND
14. Miscellaneous. This document constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral. This document and Your assent by the click through acceptance in electronic form, or a hardcopy duplicate in good form, shall be considered an original document admissible into evidence unless the document's authenticity is genuinely placed in question. You may issue a purchase order, but it will have no substantive effect on our Agreement. This Agreement may be modified or amended only by a writing agreed to by an authorized representative of Licensor. It is agreed that sales representatives and distributors of the Licensed Program have no authority to alter this Agreement. Any provision found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.
(End of Document)