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.
Copyright TAA Tools, Inc. 1995, 2021
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