TrueProp Software LLC (Licensor) agrees to grant to Licensee a non-transferable and non-exclusive license (License) to use the software package (Software), each package consisting of one copy of the program, together with one copy of a user manual, upon the terms and conditions below.
License
In consideration of the license fee, receipt of which is acknowledged, Licensor grants Licensee a non-exclusive and non-transferable license to use the Software, effective from the date below. The Software may only be used by Registered Users employed by the Licensee at a single site. A separate license, for a separate fee, is required for each site at which the Software is used. A separate fee is also required for each Registered User in addition to the one Registered User included with the License. The Licensee shall use the Software as an end-user only; the Licensee shall not assign or transfer this agreement or license, or transfer, sub-license, distribute or in any means sell access to the Software to any other party, including heirs, successors or assigns of the Licensee. THE LICENSEE MAY NOT USE, COPY, MODIFY, OR TRANSFER THE SOFTWARE, OR ANY COPY OF THE SOFTWARE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
Duplicate Copies
Licensee is prohibited from making copies of the Software except those copies specifically intended for backup purposes. The Licensee shall reproduce on said backup copies any and all copyright notices that appear in the Software provided pursuant to this agreement.
Copyright and Ownership
The Licensor warrants that it is the owner of the United States copyright to the Software, and that the Software is free of any adverse claims. The Licensor further warrants that the Software will not infringe upon or violate any patent, copyright, trade secret or other property right of any third party, provided that there may be additional third party copyrights to processes and methods used by Licensor in the development of the Software, any such third party copyrights are used pursuant to an agreement between the Licensor and such third party.
Confidentiality
The Licensee acknowledges that all right, title and interest in the Software and in all copies is the property of the Licensor, and that the Software is proprietary and confidential, and of commercial value. Licensee covenants that it shall treat as strictly confidential any information obtained about the Software, from within the Software or from the Licensor, and shall not disclose any such information in any way to third parties, without the express written consent of the Licensor. The Licensee further covenants that it shall not, without prior written consent from the Licensor, disclose in any way to a third party, any information about the Software, which has been developed, gathered or obtained by the Licensee during the use of the Software or during the duration of this agreement. The Licensee agrees to use all reasonable effort to prevent any unauthorized copying of the Software and further agrees to prevent any disclosure of the proprietary nature of the Software by its employees or agents.
Term; Breach and Termination
The license granted by Licensor to Licensee shall be effective for 99 years from the date of license or until termination, whichever occurs earlier. In the event that 1) Licensee defaults in the performance or observance of any covenant or condition in this agreement and such default or breach remains unremedied for thirty (30) days after written notice thereof has been given to the Licensee by the Licensor; provided, however, that if such default is of a nature which cannot be cured within a period of thirty (30) days, then such time period shall be extended for a reasonable period provided that the Licensee immediately commences to cure the default and thereafter diligently and continuously proceeds to cure the default; or 2) the Licensee makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, is adjudicated insolvent or bankrupt, petitions are applied to any tribunal for any receiver or any trustee of or for the Licensee or any substantial part of its property, or suffers any such receivership or trusteeship to continue undischarged for a period of ninety (90) days; or 3) transfers, sells, assigns, merges, consolidates, or in any other manner the existing ownership of the Licensee is changed; then in any of such events, the Licensor may terminate the license granted for the Software herein upon fourteen (14) days written notice to Licensee. Failure of the Licensor to terminate the agreement upon any of events described above shall not constitute a waiver of the right to terminate the license in the event of any subsequent default. The Licensee shall, at the expiration or termination of this license, return to the Licensor all materials provided by the Licensor under the terms of this agreement, including any and all copies of the Software that are in the Licensee's possession or control, whether such copies are authorized or unauthorized.
Limited Warranty
The Licensor provides the Software AS IS without warranty of any kind, either express or implied, including, but not limited to, an implied warranty of merchantability or an implied warranty of fitness for a particular purpose. The entire risk as to the result and performance of the Software is assumed by the Licensee. The Licensor warrants that the media (diskettes) on which the software is recorded is free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of this license. The Licensor's entire liability and the Licensee's exclusive remedy shall be the replacement of defective media which is returned to the Licensor.
Liability
Licensor is not liable or responsible for any direct, in-direct, consequential, or incidental damages whatsoever arising from the use of, or inability to use, the Software, even if the Licensor has been advised of the possibility of such damages or claim. The Licensee agrees to indemnify and hold the Licensor harmless against any loss or liability, including reasonable attorney's fees, that may arise from any such use of or inability to use, the Software, or any damages to the Licensor, including lost profits, that result from the Licensee's breach of any terms or conditions herein.
Maintenance
Maintenance of the Software, including the provision of maintenance updates of the Software, is to be provided by the Licensor pursuant to the following terms. Each licensed copy of the program includes registration for one user (stand-alone) or one work group (network) at the licensed site. Each registration includes one copy of the User's Guide, and maintenance in the form of reporting and repair of any errors or omissions for a period of one year from the date of registration. Licensor shall make all reasonable efforts to maintain the Software and shall inform each Registered User of errors or omissions and shall replace, free of charge, items as necessary to rectify such omissions or errors in the software. The Licensee, after obtaining prior written approval from the Licensor, may offer improvements or extensions to the Software to the Licensor; such improvements or extensions developed by the Licensee shall become the property of the Licensor, and Licensee hereby advances all right, title and interest in such improvements or extensions to the Licensor.
Integration and Acknowledgement
The Licensee acknowledges that it has read this license agreement, understands its terms and agrees to be bound by the terms and conditions herein. The Licensee further agrees that this license agreement is the complete and entire understanding of the parties, supersedes all prior understandings, written or oral, may only be modified in writing by a document agreed to by both parties, and shall govern the parties and their respective heirs, personal representatives, successors or assigns. This License shall be governed by the laws of New Hampshire, United States of America.
Letter of Assurance (U.S. and Canadian Licensees exempt.)
Pursuant to 15 CFR Subtitle B, Chapter VII, Subchapter C, neither the software, technical data nor the direct product resulting from the use of the License and software licensed to the Licensee is intended to be shipped, either directly or indirectly, to restricted parties including those from Country Group E (as those groups are defined by the U.S. Department of Commerce), except as may be provided for in the aforementioned section. At this time, these restricted countries include: Afghanistan, Cuba, Iran, Iraq, Libya, North Korea, Syria, Sudan, and the military entities of Russia, Venezuela, and the Peoples Republic of China.
