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
THIS
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
13.
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)