Permanent License Agreement
BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE PRODUCT ('Product'), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT (“Agreement”), UNDERSTAND IT, AND AGREE TO BE BOUND BY IT.
LICENSE
Upon receipt of payment for the Product (which includes the software and accompanying documentation), the Company grants the licensing party identified in the applicable final quote, purchase order or invoice (“Customer”) a perpetual, limited, non-exclusive, non-transferable license to use the Product solely on the system specified in the Customer's order and solely for the Customer's internal business purposes, and subject to all the terms and conditions of this Agreement.
The Customer shall not:
(i) transfer the Product to another system, CPU or partition;
(ii) permit any third party access to the Product, including, but not limited to, external hosting or third party IT outsourcing vendors, without obtaining prior written consent to such an arrangement from the Company;
(iii) reverse engineer, translate, disassemble, decompile, sell, rent, assign, lease, manufacture, adapt, create derivative works from, or otherwise modify or distribute the Product or any part thereof;
(iv) copy, in whole or in part, the Product with the exception of one copy of the Product for backup or archival purposes;
(v) delete any copyright, trademark, patent, or other notices of proprietary rights of the Company as they appear anywhere in or on the Product.
The Company reserves all rights, title, interest, ownership, and proprietary rights in and to the Product, including but not limited to, all copies of the Product and any patent rights, copyrights, trademark rights, trade secret rights, and any other intellectual property rights. The Product is protected both by United States law and international treaty provisions.
The Product is provided 'AS IS' WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE PRODUCT WILL MEET THE CUSTOMER'S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE, OR BE UNINTERRUPTED OR ERROR-FREE. In no event shall the Company be liable for any lost revenue, profit, or data, or for special, indirect, consequential, incidental, or punitive damages arising out of the use of or inability to use the Product even if the Company has been advised of the possibility of such damages. In no event shall the Company's total liability to the Customer exceed the amount of any license fee paid by the Customer to the Company for the Product. The foregoing limitations shall apply even if the remedy fails of its essential purpose.
The Company may terminate this Agreement immediately if the Customer fails to comply with any provision of this Agreement or if the Customer ceases to carry on its present business or becomes insolvent, makes a general assignment for the benefit of creditors, or is involved in a bankruptcy or receivership proceeding. The Company's right to terminate this Agreement is in addition to and not in limitation of any other available remedies. Upon termination, the Customer agrees to destroy the original and all copies of the Product in its possession or control. This Agreement and any dispute arising from or relating to it shall be governed by and construed and enforced in accordance with Minnesota law, without reference to conflicts of laws principles. Any legal action or proceeding shall be instituted in a state or federal court in Hennepin County, Minnesota, USA. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement including any purchase order or ordering document. This Agreement may not be modified or amended except in writing and when signed.
The Company, wholly owned by Help/Systems, LLC, may assign any or all of its rights under this Agreement at any time without notice.
MAINTENANCE
The Customer may purchase maintenance for the Product by payment of a maintenance fee as set forth by the then current software product price list. Maintenance includes the following benefits:
• Refinements and corrections of the Product as they become available, provided these improvements are not separately priced and marketed by the Company.
• The right to temporarily copy and use the Product on a different system located at a hot site.
Training services must be used within 6 months of being invoiced and all fees are nonrefundable.