TAA Tools
    SOFTWARE LICENSE AGREEMENT
    By installing the Licensed Software (described below), you agree
    to the following terms and conditions:

    1. DEFINITIONS

    The following terms have the following meanings:

    a. "Licensor" means TAA Tools Inc., a Minnesota corporation, 2660
    Superior Drive NW, Suite 101, Rochester, MN 55901

    b. "Licensee" means the party acquiring the Licensed Software.

    c. "Licensed Software" means TAA Productivity Tools.

    d. "Licensed Computer" means the computer on which the Licensed
    Software is installed and on which use of the Licensed Software is
    permitted pursuant to the terms of this License Agreement.

    e. "Designated Third Party" means any person (a) to whom Licensee
    may have delegated or outsourced responsibility for the operation
    and/or maintenance of the system (or part of the system) with
    respect to which all or any of the Licensed Software is to be
    used, or (b) that Licensee reasonably requires to have access to
    and use of the Licensed Software solely for the purpose of
    performing such person's contractual obligations to Licensee, or
    (c) with whom Licensee may have back-up or disaster arrangements
    for such system (or part of such system), provided such person
    shall agree to be bound by the terms of this License Agreement.

    2. GRANT OF LICENSE

    Licensor hereby grants to Licensee, and any Designated Third
    Party, but only to the extent such Designated Third Party is
    acting with respect to the system (or part of the system) owned by
    Licensee, the non exclusive right to use the Licensed Software for
    and during the term of this Agreement on the terms and conditions
    set forth in this License Agreement.

    3. SCOPE OF LICENSE

    Licensee may install and use the Licensed Software on only the
    Licensed Computer, which may be used by any number of users. The
    License granted herein is personal to Licensee for use on the
    Licensed Computer and does not extend to any other computer,
    person or party. Licensee shall not install the Licensed Software
    on any other computer without obtaining a license for that
    computer.

    4. TERM

    The term of each License granted herein shall commence upon the
    date of this Agreement and continue until this Agreement is
    terminated as provided herein.

    5. LICENSE FEES

    a. Initial License Fee - As determined in accordance with the
    attached TAA Tools Fee Policy for the Operating System and
    Processor Group selected by Licensee, paid upon acceptance of this
    License Agreement and shall include support and maintenance for 1
    year.

    b. Upgrade Fee - As determined from time to time by Licensor in
    accordance with Licensor's Fee Policy then in effect. The current
    Upgrade Fees are set forth in the attached TAA Tools Fee Policy
    and may be changed by Licensor from time to time.

    c. Support and Maintenance Fee - No more than 20% of the
    applicable then current License Fee for the Licensed Software
    installed on Licensee's computer, payable annually after the first
    year of this License Agreement, within 30 days of invoicing by
    Licensor. Product refreshes supplied under maintenance may incur a
    shipping and handling charge.

    6. TAXES

    All license fees are exclusive of, and Licensee shall pay, all
    taxes, customs duties, excises or tariffs resulting for or payable
    in conjunction with the License granted herein.

    7. RESTRICTIONS ON COPYING AND REVERSE ENGINEERING

    Licensee shall not copy the Licensed Software, except that
    Licensee may make one copy of the Licensed Software for backup
    purposes only. Licensee shall not attempt to translate, decompile,
    reverse engineer, disassemble or otherwise attempt to derive the
    source code of any part of the Licensed Software for which the
    source code is not supplied to Licensee by Licensor.

    8. ALTERATION/MODIFICATION OF LICENSED SOFTWARE

    Licensee may alter or modify any part of the source code for the
    Licensed Software supplied to Licensee by Licensor for its own
    internal use on the Licensed Computer. Any alternations or
    modifications of the Licensed Software shall be the property of
    Licensor.

    9. TITLE TO LICENSED SOFTWARE AND RESTRICTIONS ON TRANSFER

    The Licensed Software and any and all improvements, alterations
    and modifications thereto are proprietary to Licensor and title
    thereto shall remain in Licensor. All applicable patents,
    trademarks, copyrights, trade secrets and other proprietary
    information in the Licensed Software and any modifications thereto
    made at Licensee's request are and shall remain the property of
    Licensor. Licensee shall not remove any copyright or other
    proprietary notices from the Licensed Software and shall cause the
    copyright notice to be included in any copy or partial copy of the
    Licensed Software made by Licensee. Licensee shall not sell,
    transfer, publish, disclose, display or otherwise make the
    Licensed Software or copies thereof available to others. Violation
    or threatened violation of the terms of this paragraph shall be
    the basis for immediate termination of this Agreement. The
    Licensed Software and any copies thereof in Licensee's possession
    shall be immediately destroyed or returned to Licensor upon
    termination of this Agreement.

    10. TRADE SECRETS ACKNOWLEDGMENT

    Licensee acknowledges that the Licensed Software contains trade
    secrets and other proprietary information of Licensor. Licensee
    shall not permit access to the Licensed Software by any other
    person or party. Licensee shall secure and protect the Licensed
    Software and any copies thereof in a manner consistent with the
    maintenance of Licensor's rights therein. Licensee shall maintain
    the confidentiality of the Licensed Software using the same care
    as Licensee uses to maintain the confidentiality of its own
    confidential information, but in no event less than reasonable
    care. Licensee acknowledges that the disclosure or threatened
    disclosure of any aspect of the Licensed Software, or any other
    confidential information referred to herein, will immediately give
    rise to irreparable injury to Licensor inadequately compensable by
    damages at law and Licensor shall be entitled to immediate
    injunctive relief against the breach or threatened breach of the
    foregoing confidentiality undertakings, in addition to any other
    legal remedies which may be available to Licensor, and Licensee
    hereby consents to the obtaining of such injunctive relief.

    11. SUPPORT AND MAINTENANCE

    Licensor shall provide support and maintenance for the Licensed
    Software for a period of 1 year after the date of this License
    Agreement. Thereafter, Licensor shall provide support and
    maintenance for additional 1 year periods upon payment of the
    Support and Maintenance Fee described above, within 30 days of
    invoicing by Licensor. If Licensee fails to pay the Support and
    Maintenance Fee within 30 days of invoicing by Licensor,
    Licensor's support and maintenance obligation shall cease upon the
    expiration of such 30 days. "Support and maintenance" shall
    include: (a) telephone support described on Licensor's website,
    and (b) updates of the Licensed Software, including any new
    releases or tools, as available and requested by Licensee.

    12. LIMITED WARRANTY

    Except for the warranty of non-infringement pursuant to paragraph
    14 below, Licensor warrants that the Licensed Software shall
    comply with the written specifications provided with the Licensed
    Software for a period of 1 year from the date of this License
    Agreement. If such Licensed Software does not comply with such
    written specifications, Licensor's sole obligation shall be to
    correct any such noncompliance, provided Licensee shall have given
    Licensor written notice of such noncompliance within 1 year of the
    date of this License Agreement.

    THIS LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY LICENSOR.
    LICENSOR MAKES AND LICENSEE RECEIVES NO OTHER WARRANTY, EXPRESS OR
    IMPLIED, INCLUDING ANY AND ALL WARRANTIES OF NON-INFRINGEMENT,
    MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

    LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS
    UNDER THIS AGREEMENT FOR LOSS OF PROFIT, SPECIAL, CONSEQUENTIAL,
    EXEMPLARY, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES, IF IT HAS
    BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE WARRANTY
    CONTAINED HEREIN IS IN LIEU OF ALL LIABILITIES AND OBLIGATIONS OF
    LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE
    DELIVERY OR ACCURACY OF ANY LICENSED SOFTWARE.

    13. LIMITATION OF LIABILITY

    Licensee agrees that Licensor's liability arising out of contract,
    negligence, strict liability in tort, warranty or otherwise shall
    not exceed the amounts paid by Licensee for the Licensed Software.

    14. LICENSOR'S REPRESENTATIONS AND WARRANTIES

    The Licensed Software may be derived from or include materials
    provided by other parties under license to Licensor. Licensor
    represents and warrants to Licensee that Licensor owns the
    Licensed Software or has the right to grant the License granted
    herein and that it will indemnify, hold harmless and defend
    Licensee from and against any claim of infringement by any third
    party as the result of the use of the Licensed Software by
    Licensee pursuant to the terms of this License Agreement.

    15. INFRINGEMENT

    In the event Licensee shall become aware of any infringement or
    other unauthorized use of any Licensed Software, whether actual or
    threatened, Licensee shall promptly notify Licensor of the same
    and shall provide all reasonable assistance to Licensor to prevent
    such infringement or other unauthorized use.

    16. ASSIGNMENT

    Licensee shall not assign its rights under this Agreement or any
    License without the prior written consent of Licensor, which
    consent may be withheld by Licensor in the sole exercise of its
    discretion.

    17. TERMINATION

    This Agreement and any License may be terminated by the
    non-defaulting party upon the occurrence of any of the following
    events of default:

    a. Failure by the defaulting party to cure any monetary default
    under this Agreement within 10 days of notice of such default by
    the non-defaulting party;

    b. Failure by the defaulting party to cure any non-monetary
    default under this Agreement within 30 days of notice of such
    default by the non-defaulting party; or

    c. The other party files, or has filed against it, a petition
    under any applicable law relating to insolvency or the protection
    of creditors, makes an assignment for the benefit of creditors, or
    a receiver or similar official is appointed for all or a
    substantial portion of such party's assets.

    Upon expiration or termination of this Agreement for any reason,
    all rights and License granted under this Agreement shall
    terminate. Licensee shall (i) cease using the Licensed Software,
    and (ii) destroy or return all Licensed Software and any copies
    thereof in Licensee's possession to Licensor.

    18. SEVERABILITY

    In the event any one or more terms of this Agreement are held to
    be invalid, illegal or unenforceable, the validity, legality and
    enforceability of the remaining provisions of this Agreement shall
    not be affected.

    19. WAIVER

    Failure by either party to exercise or enforce any rights
    conferred herein shall not be deemed to be a waiver of any such
    right nor operate so as to bar the exercise or enforcement of such
    right at any other time.

    20. GOVERNING LAW; JURISDICTION

    This Agreement and the License granted hereunder shall be governed
    by the laws of the State of Minnesota. Any dispute under this
    Agreement or any License granted hereunder shall be submitted to
    the sole jurisdiction of the Olmsted County District Court in
    Rochester, Minnesota.

    21. ENTIRE AGREEMENT

    This Agreement shall be the entire agreement with respect to such
    License and may not be modified or amended except in writing
    signed by each party.



ADDENDUM - FEE POLICY


License Fees

-   License fees are based on processor group and operating system
    version. See TAA Tools site (https://www.taatool.com) for current
    pricing.
-   Customers install _TAA Productivity Tools_ with a free
    demonstration key provided by TAA Tools Inc. The demonstration key
    is good for 60 days. Once the license fee is paid customers
    receive a permanent key.


Maintenance Fees

-   The annual Maintenance Fee is no more than 20% of the current
    published license fee on the TAA Tools site
    (https://www.taatool.com) for the version of the tools installed
    on the customer's system.
-   _TAA Productivity Tools_ refreshes are available to all customers
    who are current on maintenance fees.
-   Maintenance is billed and payable annually two months prior to the
    customer's maintenance period.
-   The first year of maintenance is included in the license fee.


Upgrade Fees

Release upgrades

-   CUSTOMERS ON RELEASE V5R4 OR LATER: There is normally no cost for
    release upgrades as long as the upgrade is in the same processor
    group and maintenance fees are current. HOWEVER, CUSTOMERS WHO
    REQUEST AN UPGRADE WITHIN SIX MONTHS OF PURCHASE WILL BE CHARGED
    THE DIFFERENCE IN COST BETWEEN THE ORIGINAL LICENSE AND THE
    UPGRADE LICENSE. If you plan a system upgrade within six months
    you should purchase for the later release and install for your
    current release. Customers not current on maintenance must either
    pay all prior unpaid maintenance fees or purchase a new license.
-   CUSTOMERS ON V5R3 OR PRIOR: A new pricing structure using yearly
    maintenance fees went into effect with V5R4. Since customers on
    V5R3 or earlier never participated in maintenance, a new license
    must be purchased when moving to a current release level.

Processor group upgrades

-   Customers upgrading to a new processor group must pay an upgrade
    fee. Contact customer support for a quote. Email:
    support@taatool.com, phone: (507)258-5182.


Copyright TAA Tools, Inc. 1995, 2018
					

Added to TAA Productivity tools April 1, 1995


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