Licensing
LICENSE AGREEMENT
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. YOUR USE OF THIS PRODUCT WILL CONSTITUTE ACCEPTANCE OF ALL TERMS AND CONDITIONS CONTAINED IN THIS LICENSE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, THEN YOU MAY NOT USE THE PRODUCT.
1. DEFINITIONS
This License Agreement ("Agreement") sets forth the agreement between LegalAdPro.com or its assignees (“Licensor”) and you (Licensee) in connection with the terms and conditions under which you are licensed to use the “Software” and “Images” contained in the product entitled Legal Ad Pro (the “Product”). Software and Images means (A) all of the contents of the downloaded file(s), DVD-ROM(s), or other media included with the Product, including but not limited to (i) Licensor or third party software; (ii) templates, page layouts, formulas, digital images, clip art, animation, video, audio, music, or other artistic or creative works ("Images"); (iii) related explanatory written materials ("Documentation"); and (B) modified versions, upgrades, updates, and patches, if any, licensed to you by Licensor (collectively, "Updates").
2. LICENSE
Upon payment of the Licensing Fee, you shall be entitled to use the Software and Images solely as set forth in this Agreement. Notwithstanding anything to the contrary that may be contained herein, nothing in this Agreement is intended to, nor shall, transfer ownership of any kind in and to the Software or Images to you.
A) Scope of License
This Agreement governs your use of the Images and Documentation contained within the Product. Licensor hereby licenses to you the use of the Software and Images only as provided below in the United States and other countries on a non-exclusive and non-transferable basis. All other rights to the Images, DVD-ROM and accompanying materials (if applicable), including without limitation, copyrights, trademarks and all other rights are retained by Licensor.
i) Licensed location. THIS IS A SINGLE LOCATION LICENSE AGREEMENT. Upon payment of the Licensing Fee, you may use the Software and Images in connection with one (1) address (the “Licensed Location”), which you must register with us in order to continue your use of the Product. If you wish to use the Software and/or Images in connection with any person or entity that has a physical location that is anywhere other than that of the Licensed Location, you must purchase an additional license for any such additional location. You agree to register the Licensed Location with Licensor no later than 15 days after first use of the Software. You understand and agree that failure to properly register the Software will result in revocation of your right and ability to use the Software. If you wish to use the Product for the purposes of creating or designing work for your clients (such as a Graphic Designer or Advertising Agency), then each of your clients for which the Product is used shall be required to purchase a License for each client location for which the Product is used to promote.
ii) Number of Users. THIS IS A SINGLE USER LICENSE AGREEMENT. You may: (i) install and use one copy of the Software on a single computer. You may also make and use a second copy of the Software on a home or portable computer provided that copy is never loaded in the RAM of the home or portable computer at the same time it is loaded in the RAM of the primary computer; (ii) store or install a copy of the Software on a storage device, such as a network server, used only to install or run the Software on your other computers over an internal network; provided, however, that you must acquire and dedicate a license for each separate computer on which the Software is installed or run from the storage device. A license for the Software may not be shared or used concurrently on different computers.
iii) Permitted Uses. Upon payment of the Licensing Fee, you may:
(a) Back up, copy, or archive the Images as necessary for internal use, and only as necessary for that use. Any copy or archive you make must include the Image's copyright information.
(b) Use the Images in any electronic or print media, including advertising and editorial use, in connection with the promotion of legal services, provided that such use is solely for promotion of the specific Licensed Location you have registered with us.
(c) Modify or alter the Images as necessary for your use, subject to the terms and conditions contained elsewhere in this Agreement, provided that the rights to any derivative work shall belong to Licensor. You may use such derivative work only as permitted in this Agreement. All copyrights with respect to such derivative work are assigned to Licensor, which assignment the parties hereby agree is valid under the U.S. Copyright Law. If requested by Licensor, you agree to execute a written assignment of any such copyrights with respect to such derivative work.
(d) In the normal course of business, convey to a third party (for example, a commercial printing company) such copies of the Images that are integral to your work product and without which such product could not be completed; provided, however, that such third party shall not be permitted to retain copies upon completion of the job except as part of an archive copy of the completed work product.
iv) Prohibited Uses. You may not:
(a) Transfer the rights to any of the Images, Software, CD-ROM or accompanying materials (if applicable), except as specifically provided for in this Agreement.
(b) Reverse engineer, decompile, or disassemble any part of the Images, Software, CD-ROM or accompanying materials (if applicable), subject to applicable law.
(c) Copy or reproduce any of the Images, CD-ROM or accompanying materials (if applicable), except as specifically provided for in this Agreement.
(d) Remove any copyright or trademark from any place where it appears on the Images or its accompanying materials.
(e) USE ANY OF THE IMAGES IN ANY WAY THAT COULD BE CONSIDERED DEFAMATORY, LIBELOUS, PORNOGRAPHIC, OBSCENE, IMMORAL, OR FRAUDULENT.
(f) Display any of the Images in any digital format or for any digital use at a resolution greater than 640x480 pixels, except in editorial or preliminary design work.
(g) Use any of the Images, or any part of any of them, as part of a trademark, service mark, or logo.
(h) Attempt to register any copyright or trademark that contains any of the images, or any part of any of them.
(i) Re-sell, distribute or sub-license or attempt to grant any rights whatsoever in and to the Software, any of the Images, DVD-ROM (if applicable), or the rights to use any of the Images to anyone for any purpose, except as specifically provided for in this Agreement.
(j) Use any of the Images in any business other than the promotion of legal services.
v). Compliance with Agreement
Upon request of Licensor or its authorized representative, you agree that you will, within thirty (30) days of such request, fully document and certify that your use of any and all Licensor software at the time of the request is in conformity with your valid licenses from Licensor.
B) Use beyond the scope of License Agreement
All rights not expressly licensed hereunder are hereby reserved by Licensor. Any use not expressly authorized by this Agreement is beyond the scope of this Agreement and shall constitute infringement of Licensor's proprietary rights.
3. LICENSING FEE
No rights are granted hereunder until the Licensing Fee is paid in full. Payment of all invoices must be received as set forth on the invoice, or such invoice will be considered past due. A service charge of two percent (2%) per month, or such lesser amount allowed by law, will be charged on any past due balance. Any claims for adjustment of terms must be made to Licensor within five (5) days of the receipt of the invoice. Prices can be found on Licensor's website or by contacting Licensor.
4. TERM
This License is effective until it is terminated as set forth herein.
A) You can terminate this license by destroying any and all of the Images, along with any copies or archives of it, and any DVD-ROM, CD-ROM or accompanying materials (if applicable), and ceasing to use any of the Images for any purpose.
B) The license shall automatically terminate if:
i) You breach the terms of this Agreement; or
ii) You fail to pay the Licensing Fee within 15 days of the invoice date.
C) Upon termination of this Agreement for any reason, you hereby agree to destroy any and all copies and archives of the Images, or any of them, to cease using the Images, or any of them, for any purpose, and to confirm to Licensor in writing that you have complied with these requirements.
D) Licensor reserves the right to cancel the license in its sole discretion, at any time. If Licensor cancels the license hereunder within 18 months of your payment of the License Fee, Licensor will refund you the License Fee paid upon your returning the DVD-ROM, CD-ROM or accompanying materials to Licensor.
E) If you are a Beta Tester, this License will terminate at the end of the Beta Test period and you agree to return all DVD-ROM, CD-ROM or accompanying materials to Licensor.
5. WARRANTIES AND REPRESENTATIONS
Licensor represents that it has the right to enter into this Agreement and has the right to grant this license granted hereunder under these terms. Licensor warrants that the Image(s) and/or CD-ROM (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date you download or receive it.
EXCEPT AS PROVIDED ABOVE, THE IMAGE(S), DVD-ROM , CD-ROM AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE IMAGE(S) WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE IMAGE(S) IS WITH YOU. SHOULD THE IMAGE(S) PROVE DEFECTIVE, YOU (AND NOT LICENSOR OR AN AUTHORIZED REPRESENTATIVE OR OTHER DISTRIBUTOR) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
Certain states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. In the event the law restricts or limits any exclusions set forth herein, Licensor shall be entitled to any such exclusion to the fullest extent permitted. You have specific rights under this warranty, but you may have others, which vary from state to state.
6. LIMITATION OF REMEDIES
A) Replacement or Refund. Licensor’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Image(s) or DVD-ROMS, CD-ROMs (if applicable), or out of your actions in downloading the Image(s), shall be as follows:
i) Downloaded Images: If applicable, you may be permitted to download the Images again, at a location and in a manner that Licensor will provide for you. If you continue to be unable to download the Images, Licensor will refund your money, provided Licensor determines in its sole and absolute discretion that you have been unable to download the Images successfully.
ii) CD or DVD-ROMs: Licensor may replace your CD or DVD-ROM if you return the CD or DVD-ROM and a copy of your receipt to Licensor, or to a distributor authorized by Licensor. If Licensor or its authorized distributor is unable to provide you with a replacement CD-ROM which is free from defects in materials or workmanship, you may terminate this Agreement by returning the CD-ROM and Licensor will refund your money.
B) No Money Damages:
UNDER NO CIRCUMSTANCES WHATSOEVER WILL LICENSOR BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE IMAGE(S) EVEN IF LICENSOR OR A DISTRIBUTOR AUTHORIZED BY LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME STATES DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. HOWEVER, IF SUCH LIMITATION OR EXCLUSION IS PROHIBITED OR LIMITED BY LAW, LICENSOR SHALL BE ENTITLED TO THE BENEFIT OF SUCH LIMITATION OR EXCLUSION TO THE FULLEST EXTENT PERMITTED BY LAW.
7. INDEMNIFICATION
You agree to indemnify and hold Licensor harmless against all claims or liability asserted against Licensor arising out of or in connection with any breach of any of the terms of this Agreement committed by you.
8. GENERAL
A) Restricted Rights to the US Government:
If the Image(s) is purchased by or provided to the United States Government then it is provided with restricted rights. Such restricted rights are defined in the Defense Department Supplement to the Federal Acquisitions Regulations (“FAR”) in paragraph S2.227.19(c)(2) of the FAR. Your use of the Image(s) must be in compliance with all laws and regulations including those pertaining to currency, trademarks, and moral rights.
B) Additional Rights:
If you would like to discuss the acquisition of further rights than are provided for under this Agreement, please call Licensor at 1-888-512-0773 concerning a separate license.
C) Uniform Commercial Code:
You agree that this Agreement is subject to Article 2 of the Uniform Commercial Code and agree to be bound by same.
D) Export Restrictions:
You agree that you will not ship, transfer or export any Image into any country or use such Image in any manner prohibited by any U.S. export laws, restrictions or regulations. You, the user, shall at your own expense promptly obtain and arrange for the maintenance of all non-USA government approvals, if any, and comply with all laws and regulations as may be necessary, for your performance under this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
E) Enforceability:
If any provision of this Agreement is held to be not enforceable, such provision shall be reformed only to the extent to make it enforceable.
F) Taxes and other:
You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of license granted to you, or of your use of the Image(s), pursuant to this Agreement.
G) Discontinuance:
Licensor reserves the right to elect at a later date to replace any Image with an alternative for any reason. Upon notice of such replacement, the license for the replaced Image(s) shall immediately terminate, and you shall not be permitted to make any future use of such replaced Image. This license shall automatically apply to the replacement Image(s). You agree not to use the replaced Image(s) for future uses and to take all reasonable steps to discontinue use of the replaced Image(s) in uses that already exist.
9. ARBITRATION
A material part of this contract is the Agreement to arbitrate. Any and all disputes arising out of, under or in connection with this Agreement, with the exception of copyright claims, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Wichita, Kansas pursuant to the rules of the American Arbitration Association in effect at the time arbitration is demanded. Judgment upon any award rendered may be entered in the highest court of the forum, State or Federal, having jurisdiction. This Agreement, its validity and effect, shall be interpreted under, and governed by, the laws of the State of Kansas, and you agree that the arbitrators shall award all costs of arbitration, including legal fees, plus legal rate-of-interest to the successful party. Copyright infringement claims shall be brought in the Federal District Court of the District of Kansas. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.
10. LEGAL FEES AND JURISDICTION
If Licensor is obligated to enforce any of its rights against you, or to collect any fees from you, you agree that Licensor shall be entitled to recover all costs, including its attorney’s fees, in connection with such action if Licensor is successful. If for any reason the parties are not permitted or required to arbitrate any matter arising out of or related to this Agreement, you agree that the Sedgwick County District Court of the State of Kansas and the United States District Court for the State of Kansas are the agreed and appropriate forums for any suit, and consent to service of process by registered mail or overnight courier with proof of delivery.
11. ENTIRE CONTRACT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LICENSOR, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND LICENSOR RELATING TO THE SUBJECT OF THIS AGREEMENT. THE EXPLANATIONS TO FAQ'S AND OTHER EXPLANATIONS AND CONTENT PROVIDED IN LICENSOR'S WEBSITE ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS AGREEMENT. YOU AGREE THAT THE SUBJECT HEADERS CONTAINED HEREIN ARE FOR CLARIFICATION PURPOSES ONLY, AND SHALL NOT BE USED TO CONSTRUE THE TERMS AND CONDITIONS OF THIS AGREEMENT.
