WHEN YOU LICENSE DPS 8 YOU WILL RECEIVE A CLIENT NUMBER AND A PIN NUMBER THAT WILL ESTABLISH A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) ("LICENSEE") AND ADVANCED LOGIC SYSTEM, INC. ("LICENSOR"), AN IOWA CORPORATION HAVING PRINCIPAL OFFICES AT DES MOINES, IOWA.
BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY AND TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE.
IF YOU DO NOT AGREE TO BE BOUND BY AND TO THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE, DO NOT USE THE SOFTWARE AND RETURN THE SOFTWARE AND ACCOMPANYING DOCUMENTATION TO LICENSOR.
DEFINITIONS. As used herein, the following definitions shall apply:
"Product" shall mean collectively the Software and Documentation (as hereinafter defined).
"Software" shall mean the software supplied by Licensor, named DPS 8 (Document Production System), all updates and revisions thereto supplied by Licensor during the term hereof, or any portion of the foregoing, and all permitted copies of the foregoing.
"Documentation" shall mean all documentation, other than the Software, that is related to such Software.
"CPU" shall mean all central processing units, and their associated equipment, which are owned by Licensor.
"Use" shall mean the reading into and out of memory of the Software and the execution of such Software, in whole or in part, by the CPU.
LICENSE. Subject to the payment of the license fees and charges to Licensor, Licensor hereby grants to Licensee, and Licensee hereby accepts, a personal, nonexclusive and nontransferable license to Use the Software on the CPU during the term hereof and to use the Documentation during the term hereof in support of the Use of the Software.
A separate license is required, together with the payment of additional license fees and charges, to Use the Software on other than the CPU; provided, however, Licensee may temporarily transfer the license granted hereunder to a back-up CPU if the CPU is inoperative for reasons beyond the reasonable control of Licensee.
PROFESSIONAL RESPONSIBILITY. Licensee acknowledges that Licensee is acquiring this Software License to assist Licensee in Licensee's professional practice and that it is Licensee's responsibility to review and be responsible for any documents prepared by the Software.
LICENSE FEES, CHARGES AND TAXES.
The license fees and charges for the license herein granted to Licensee shall be the then current license fees and charges of Licensor for the Product.
The current license fees and charges of Licensor for the Product in effect at the time of Licensor's acceptance of this Agreement are set forth on the Current Price List and can be found by clicking on this link.
Licensee will be notified as to any changes in the license fees and charges on any invoice sent to Licensee during the 30 day period preceding such change.
The license fees and charges, taxes and other applicable charges shall be due and payable within ten days after Licensee's receipt of the invoice therefor.
Licensee shall pay a late payment charge of 1.5 percent per month, or the maximum rate permitted by applicable law, whichever is less, on any unpaid amount for each calendar month or fraction thereof that any payment to Licensor is in arrears.
Licensee shall pay all taxes based on or in any way measured by this Software License, the Product, or any services related thereto, excluding taxes based on Licensor's net income, but including personal property taxes, if any.
If Licensee challenges the applicability of any such tax, it shall pay the same to Licensor and Licensee may thereafter seek refund thereof.
TERM OF SOFTWARE LICENSE AND LICENSES.
Unless otherwise terminated or canceled as provided herein, the term hereof and of the licenses granted herein shall continue until Licensee discontinues the Use of the Software on the CPU.
COPYRIGHT AND PROTECTION OF LICENSED PRODUCT.
Licensee acknowledges and agrees that the Product and all permitted copies thereof are Licensor's exclusive property and constitute a valuable trade secret of Licensor.
Licensee may not disclose or make available to third parties the Product without Licensor's prior written approval.
The copyright in the Software and in the Documentation is owned by Licensor and is protected by the copyright laws of the United States of America and the laws of foreign countries pursuant to international treaties.
Except as otherwise permitted in this Software License and the provisions of 17 U.S.C. 107 governing fair use, Licensee may not copy, reproduce, distribute or prepare derivative works based on the Software or the Documentation or otherwise engage in any other activities concerning the Software which infringe upon or violate the exclusive rights of Licensor.
Subject to the foregoing, Licensee may use the documents created by the Software in the ordinary course of Licensee's professional practice, but not the distribution of legal forms.
Upon any termination, cancellation or expiration hereof, Licensee shall immediately return the Product and all copies thereof to Licensor.
REPRODUCTION AND MODIFICATION OF LICENSED PRODUCT.
Licensee may reproduce the Software for Use only on the CPU.
All copies of the Software, in whole or in part, shall contain all of Licensor's restrictive and proprietary notices as they appear on the copies of Software provided by Licensor.
The Licensee shall have the right to duplicate, in whole or in part, the Documentation for Licensee's use.
Licensee may not modify, disassemble, compile or reverse engineer the Software.
SERVICES.
Licensee shall have the sole and exclusive responsibility for the selection, installation and Use of the Product.
Licensor shall provide Licensee with technical support and services under the terms and conditions of a separate agreement, at Licensor's then current charges therefor.
NEGATION OF WARRANTY.
THE LICENSED PRODUCT IS PROVIDED ON AN "AS-IS" BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
LICENSEE SHALL BE SOLELY RESPONSIBLE FOR THE SELECTION, USE, EFFICIENCY AND SUITABILITY OF THE LICENSED PRODUCT AND THE CPU AND LICENSOR SHALL HAVE NO LIABILITY THEREFOR.
NEGATION OF PROPRIETARY RIGHTS INDEMNITY.
LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE FOR THE INFRINGEMENT OF PROPRIETARY RIGHTS BY THE LICENSED PRODUCT.
TERMINATION/CANCELLATION.
Licensor may terminate/cancel this Software License and any license granted to Licensee hereunder if:
Licensee fails to pay Licensor any license fees or charges; Licensee is not authorized to practice the profession for which the Software is designated; Licensee misuses the Software or any legal documents produced by the Software; Licensee is in default of any other provision hereof and such default has not been cured within ten days after Licensor gives Licensee written notice thereof; or Licensee becomes insolvent or seeks protection, voluntarily or involuntarily, under any bankruptcy law.
In the event of any termination/cancellation hereof or of any license granted to Licensee hereunder, Licensor may: declare all amounts owed hereunder to Licensor to be immediately due and payable; require that Licensee cease any further Use of the Product and immediately return the Product and all copies thereof, in whole or in part; and cease performance of all of Licensor's obligations hereunder without liability to Licensee.
Licensor's foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to Licensor in law and in equity.
LIMITATION OF LIABILITY.
IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS SOFTWARE LICENSE OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
LICENSOR'S LIABILITY TO LICENSEE HEREUNDER, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL OF THE LICENSE FEES PAID TO LICENSOR HEREUNDER BY LICENSEE.
IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR RELATED TO ANY FAILURE OF THE SOFTWARE PRODUCTS, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, OR DELAY OF THE LICENSOR IN THE DELIVERY OF THE LICENSED PRODUCT OR IN THE PERFORMANCE OF SERVICES UNDER THIS SOFTWARE LICENSE OR RELATED AGREEMENTS.
LIBRARIES.
This product uses the iText library, which is covered by the Mozilla Public License, Version 1.1.
The source code for the iText library is available at: http://www.lowagie.com/iText.
The Mozilla Public License, Version 1.1, is available at: http://www.mozilla.org/MPL/MPL-1.1.txt.
GENERAL.
The provisions of this Agreement shall be deemed severable and no such provision shall be affected by the invalidity of any other such provision.
In the event that any provision of this Agreement is determined to be invalid, the parties agree that the Agreement shall be interpreted and enforced as if all provisions thereby rendered invalid were eliminated from this Agreement.
Any claim arising out of or related to this Agreement must be brought no later than one year after it has accrued.
This Agreement is the sole agreement between the parties relating to the subject matter hereof and supersedes all prior understandings, writings, proposals, representations or communications, oral or written, of either party.
This Agreement may be amended only by a writing executed by the authorized representatives of both parties.
Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
This Agreement and the licenses granted hereunder may not be transferred or assigned by Licensee without the prior written consent of Licensor.
This Agreement shall be interpreted in accordance with the substantive laws of the State of Iowa.
