NowPrint® Software License
BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE SOFTWARE, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, AND YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SOFTWARE, SERVICE OR DOCUMENTATION AS DEFINED BELOW.
1.0 GRANT OF LICENSE
1.1 NowDocs grants to Licensee (an individual or an organization purchasing this license), a non-exclusive license to use the NowPRINT computer programs in machine-readable, binary form only (the "Software"), the accompanying hardcopy documentation (the "Documentation") only as authorized in this License Agreement. Licensee agrees that it will not assign, sublicense, transfer, pledge, lease, rent, or share its rights under this License Agreement, reverse engineer, reverse assemble, reverse compile, or otherwise translate the Software, or remove any product identification, copyright or other notices from the Software or the Documentation.
1.2 Licensee may make one copy of the Software for the purpose of backup in the event the original medium is damaged or destroyed. Any such copies of the Software must include the original copyright and other proprietary notices. Except as authorized under this section, no copies of the Software or Documentation or any portions thereof may be made by Licensee or any person under Licensee's authority or control.
1.3 NowDocs hereby grants to Licensee, for the term of this Agreement, a non-exclusive right and license to use the Software on a single server computer owned, leased, or controlled by Licensee.
1.4 Licensee may use the Software, Documentation and Services only in the conduct of the internal business operations of Licensee and the business entities controlled by Licensee. "Control" of any entity means ownership of at least fifty-one percent (51%) of the shares entitled to elect the board of directors or other management relationship sufficient to control the entity's business policies and activities.
2.1 The Software, Documentation, and Services are owned or licensed by NowDocs and are protected under intellectual property laws. Licensee agrees that all right, title, and interest in and to the Software, Documentation and Services and all modifications and enhancements thereof, including associated intellectual property rights, are and shall remain with NowDocs or their respective owners. This Agreement does not convey to Licensee an interest in or to the Software, but only a limited right of use, revocable in accordance with the terms of this Agreement.
3.0 LICENSE FEES, PAYMENT TERMS AND LICENSEE OBLIGATIONS
3.1 NowDocs or an authorized reseller has entered into an agreement regarding payment of fees for this license. NowDocs or the reseller will invoice Licensee for, and Licensee shall pay in United States dollars, the amounts agreed by the parties A.
3.2 In addition, Licensee agrees that NowDocs may include Licensee's name and logo in NowDocs' customer lists, directories and marketing materials. Licensee and NowDocs further agree that NowDocs may use Licensee as a customer reference and may issue a joint press release in a form to be mutually agreed upon. In addition, Licensee and NowDocs agree that NowDocs may produce case studies that highlight the benefits Licensee derives from the usage of NowDocs' products and services in a form to be mutually agreed upon. Licensee agrees that any and all reasonable requests from NowDocs for any joint marketing or public relations activities will be given consideration and responded to within 5 business days.
3.3 NowDocs may audit Licensee's use of the Software. Any such audit shall be conducted during regular business hours at Licensee's facilities and shall not unreasonably interfere with Licensee's business activities. The entire cost of such inspection shall be borne by NowDocs as applicable, and shall not disclose any information other than information relating to the computation and accuracy of such reports and payments. Any information as to Licensee's customers will be treated as Confidential Information. If the audit reveals that license fees have been under-reported by more than ten percent (10%) in any calendar year, Licensee shall reimburse NowDocs as applicable for the audit fees. Audits shall be conducted no more than once annually.
4.1 The License granted hereunder shall be perpetual unless terminated earlier in accordance with the terms of this agreement. Licensee may terminate this Agreement at any time by returning the Software and Documentation and all copies thereof and extracts therefrom to NowDocs. NowDocs may terminate this License upon written notice to Licensee in the event of a breach by Licensee of any material term hereof that is not cured within 30 days of written notice thereof. Upon such termination by NowDocs, Licensee agrees to return to NowDocs the Software and Documentation and all copies and portions thereof.
5.0 LIMITED WARRANTY AND INDEMNIFICATION
5.1 NowDocs warrants for a period of 90 days from the date of commencement of this License Agreement (the "Warranty Period") that the Software shall operate substantially in accordance with the functional specifications in the Documentation. NowDocs does not warrant that the Software or Documentation is error free. If, during the Warranty Period, a defect in the Software appears, NowDocs shall promptly repair or replace the Software.
5.2 To the best knowledge NowDocs, the Software does not infringe any existing patents or copyrights owned by third parties. NowDocs shall defend Licensee against any claim that the use of the Software by Licensee permitted under this Agreement constitutes a patent or copyright infringement, but only to the extent that the action relates solely to the Software, not materially altered or modified by or on behalf of Licensee. , and provided that: (a) Licensee gives NowDocs written notice within thirty (30) days of notice of any such claim; (b) NowDocs controls the defense of any action and has the right to settle; and (c) Licensee fully cooperates with NowDocs in the defense of such claim. In the event that the use of the Software is enjoined by a court of competent jurisdiction because of a holding of patent or copyright infringement, NowDocs at its option, shall: (a) procure for Licensee the right to continue using the Software; (b) modify the Software to make it non-infringing, while still performing substantially the same functions set forth in the User Documentation; or (c) if no such modifications are available, NowDocs shall provide Licensee with 30 days notice of termination of this Agreement.
5.3 The foregoing constitutes Licensee's sole and exclusive remedies for breach by NowDocs of any warranties made under this License Agreement. EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE, AND THE ACCOMPANYING USER DOCUMENTATION CONTAINED HEREIN, ARE LICENSED "AS IS," AND NOWDOCS DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.0 LIMITATION OF LIABILITY
6.1 NowDocs' cumulative liability to Licensee or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the license fee paid to NowDocs for the use of the Software. In no event shall NowDocs be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if NowDocs has been advised of the possibility of such damages.
7.0 U.S. GOVERNMENT END USERS
7.1 The NowDocs Software and Documentation are a "commercial item" as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), Licensee will provide the NowDocs Software and Documentation to U.S. Government End Users (a) only as a commercial end item and (b) with only those rights as are granted to all other End Users pursuant to the terms and conditions herein.
8.1 Licensee agrees that it will not export the Software or Documentation.
9.0 FORCE MAJEURE
9.1 NowDocs shall not be liable for any disruption or failure to provide the services herein contemplated if caused by a force majeure event or any other event beyond the control of NowDocs.
10.1 If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and be enforceable.
12.1 The waiver by either party of a breach of this Agreement or any right hereunder shall not constitute a waiver of any subsequent breach of this Agreement; nor shall any delay by either party to exercise any right under this Agreement operate as a waiver of any such right.
13.0 GOVERNING LAW
13.1 This Agreement shall be construed pursuant to the laws of the State of Minnesota and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations convention on Contracts for the Sale of Goods. Venue and jurisdiction for any disputes lie exclusively in Nicollet County, Minnesota. If either party brings any action to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
14.0 EQUITABLE RELIEF
14.1 The parties agree that a material breach of this Agreement adversely affecting NowDocs' proprietary rights in the Software would cause irreparable injury to NowDocs for which monetary damages would not be an adequate remedy and that NowDocs shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.