Sorna Corporation Reviewer Software License Agreement

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SORNA CORPORATION

REVIEWER SOFTWARE LICENSE AGREEMENT


BY SELECTING “I ACCEPT” BELOW, YOU ARE AGREEING TO BE BOUND BY THE TERMS
AND CONDITIONS ON THIS SOFTWARE LICENSE AGREEMENT. ANY AND ALL USE OF
THE SORNA IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS SOFTWARE
LICENSE AGREEMENT.
LICENSE TERMS AND CONDITIONS

1. DEFINITIONS.

1.1 "Designated Equipment" shall mean the Sorna hardware products sold to Licensee.

1.2 "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the
Software which are furnished to Licensee by Sorna, or Sorna’s Dealer or other representative.

1.3 "Software" shall mean the Sorna Reviewer computer programs in machine readable object code form
which are installed on a personal computer, and any subsequent error corrections or updates supplied to Licensee
by Sorna, or Sorna’s Dealer or other representative.

1.4 “Sorna” shall mean Sorna Corporation and any Reseller of Sorna supplying Licensee with Sorna Software
products.

1.5 “End User or Licensee” shall mean the individual to whom Sorna transmitted the Sorna Reviewer Software,
and who accepted the terms and conditions of this License Agreement.

2. GRANT OF RIGHTS.

The License granted for Software under this Agreement authorizes Licensee on a nonexclusive basis to use the
Reviewer Software on one personal computer (“PC”). This license is non-assignable and non-transferrable.
Licensee may not, and will not, copy, sell, lease, assign or otherwise transfer the Sorna Reviewer software to any
third party without Sorna’s prior written consent. Sorna will have sole and absolute discretion to determine
whether said written consent will be provided.

3. DELIVERY.

3.1 Software. Sorna shall deliver to Licensee the Software licensed hereunder in object code form, suitable for
reproduction, in electronic files only. Sorna will also, on request and for a reasonable fee, provide a back-up or
recovery disk.

3.2 Documentation. Sorna shall deliver copies of Documentation and any necessary technical manuals. This
material will be provided in printed or electronic form at the discretion of Sorna.

3.3 Other Software. Licensee understands and agrees that only the Sorna Reviewer Software is being provided
free of charge, and that any other version of the Sorna Revewer software, or any other Sorna software will only
be provided for an appropriate fee and under a separate license agreement.

3.4 Order refusal. Sorna reserves the right, at Sorna’s sole discretion, to refuse any order or request for the
Sorna Reviewer software.

4. MODIFICATIONS.

4.1 Error Corrections and Updates. Provided Licensee has contracted for Sorna maintenance services, Sorna
will provide Licensee with error corrections, bug fixes, patches or other updates to the Software licensed
hereunder in object code form to the extent available in accordance with Sorna's release schedule.

4.2 Other Modifications. Licensee may, from time to time, request that Sorna incorporate certain features,
enhancements or modifications into the Software. Sorna may, in its sole discretion, undertake to incorporate such
changes and distribute the Software so modified to all or any of Sorna's licensees.

4.3 Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be
the sole property of Sorna.

5. COPIES.

5.1 Printed Matter. Except as specifically set forth herein, no Software or Documentation which is provided by
Sorna pursuant to this Agreement in human readable form, such as written or printed documents, shall be copied
in whole or in part by Licensee without Sorna's prior written agreement. Additional copies of printed materials
may be obtained from Sorna at the charges then in effect.

5.2 Machine Readable Matter. Except as specifically set forth herein, any Software provided in machine
readable form may not be copied by Licensee in whole or in part, except for Licensee's backup or archive
purposes. Licensee agrees to maintain appropriate records of the number and location of all copies of the
Software and make such records available upon Sorna's request. Licensee further agrees to reproduce all
copyright and other proprietary notices on all copies of the Software in the same form and manner that such
copyright and other proprietary notices are originally included on the Software.

6. LICENSE FEES AND PAYMENT.

6.1 Consideration. In consideration of the license rights granted in Article 2 above, Licensee shall pay all
agreed upon fees. All amounts payable hereunder by Licensee shall be payable in United States funds without
deductions for taxes, assessments, fees, or charges of any kind.

6.2 Taxes and Other Charges. Licensee shall be responsible for paying all (i) sales, use, excise, value-added,
or other tax or governmental charges imposed on the licensing or use of the Software or Documentation
hereunder, (ii) freight, insurance and installation charges, and (iii) import or export duties or like charges.

7. PROTECTION OF SOFTWARE.

7.1 Proprietary Notices. Licensee agrees to respect and not to remove, obliterate, or cancel from view any
copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the
Software or output generated by the Software, and to reproduce and include same on each copy of the Software.

7.2 No Reverse Engineering. Licensee agrees not to modify, reverse engineer, disassemble, or decompile the
Software, or any portion thereof.

7.3 Ownership. Licensee further acknowledges that all copies of the Software in any form provided by Sorna or
made by Licensee are the sole property of Sorna. Licensee shall not have any right, title, or interest to any such
Software or copies thereof except as provided in this Agreement, and further shall secure and protect all
Software and Documentation consistent with maintenance of Sorna's proprietary rights therein.

8. CONFIDENTIALITY.

8.1 Acknowledgement. Licensee hereby acknowledges and agrees that the Software and Documentation
constitute and contain valuable proprietary products and trade secrets of Sorna and/or its suppliers, embodying
substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to
treat (and take precautions to ensure that its employees treat) the Software and Documentation as confidential in
accordance with the confidentiality requirements and conditions set forth below.

8.2 Maintenance of Confidential Information. Each party agrees to keep confidential all confidential
information disclosed to it by the other party in accordance herewith, and to protect the confidentiality thereof in
the same manner it protects the confidentiality of similar information and data of its own (at all times exercising
at least a reasonable degree of care in the protection of confidential information); provided, however, that neither
party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of
such confidential information as can be established to: (a) have been known publicly; (b) have been known
generally in the industry before communication by the disclosing party to the recipient; (c) have become know
publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; (d) have been
known otherwise by the recipient before communication by the disclosing party; or (e) have been received by the
recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having
possession of such information.

8.3 Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer or disclosure of the Software
and Documentation or copies thereof will (i) substantially diminish the value to Sorna of the trade secrets and
other proprietary interests that are the subject of this Agreement; (ii) render Sorna's remedy at law for such
unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If
Licensee breaches any of its obligations with respect to the use or confidentiality of the Software or
Documentation, Sorna shall be entitled to equitable relief to protect its interests therein, including, but not
limited to, preliminary and permanent injunctive relief.

8.4 Survival. Licensee's obligations under this Article 8 will survive the termination of this Agreement or of any
license granted under this Agreement for whatever reason.

9. WARRANTIES; SUPERIOR RIGHTS.

9.1 Legal Authority. Sorna represents that it has legal rights sufficient to allow Sorna to grant the license
specified in this license agreement, and that it has not knowingly granted licenses to any other entity that would
restrict rights granted hereunder except as specifically stated herein.

9.2 Limited Warranty. Sorna represents and warrants to Licensee that the Software, when properly installed by
Licensee and used with the Designated Equipment, will perform substantially as described in Sorna's then
current Documentation for such Software for a period of one year from the date of shipment.

9.3 Limitations. Notwithstanding the warranty provisions set forth in Section 9.2 above, all of Sorna's
obligations with respect to such warranties shall be contingent on Licensee's use of the Software in accordance
with this Agreement and in accordance with Sorna's instructions as provided by Sorna in the Documentation, as
such instructions may be amended, supplemented, or modified by Sorna from time to time. Sorna shall have no
warranty obligations with respect to any failures of the Software which are the result of accident, abuse,
misapplication, extreme power surge or extreme electromagnetic field.

9.4 Licensee's Sole Remedy. Sorna's entire liability and Licensee's exclusive remedy shall be, at Sorna's option,
either (a) return of the price paid or (b) repair or replacement of the Software upon its return to Sorna; provided
Sorna receives written notice from Licensee during the warranty period of a breach of warranty. Any
replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days,
whichever is longer.

9.5 Disclaimer of Warranties. SORNA DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS
IN THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. THE WARRANTIES
STATED IN SECTION 9.2 ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES
OFFERED BY SORNA. THERE ARE NO OTHER WARRANTIES RESPECTING THE SOFTWARE
AND DOCUMENTATION OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF SORNA HAS
BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF SORNA IS AUTHORIZED TO ALTER OR
EXCEED THE WARRANTY OBLIGATIONS OF SORNA AS SET FORTH HEREIN.

9.6 Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT THE


CONSIDERATION WHICH SORNA IS CHARGING HEREUNDER DOES NOT INCLUDE ANY
CONSIDERATION FOR ASSUMPTION BY SORNA OF THE RISK OF LICENSEE'S
CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH
LICENSEE'S USE OF THE SOFTWARE AND DOCUMENTATION. ACCORDINGLY, LICENSEE
AGREES THAT SORNA SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY LOSS-OF-
PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
OF THE LICENSING OR USE OF THE SOFTWARE OR DOCUMENTATION. Any provision herein to
the contrary notwithstanding, the maximum liability of Sorna to any person, firm or corporation whatsoever
arising out of or in the connection with any license, use or other employment of any Software delivered to
Licensee hereunder, whether such liability arises from any claim based on breach or repudiation of contract,
warranty, tort or otherwise, shall in no case exceed the actual price paid to Sorna by Licensee for the Software
whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to
limit the potential liability of Sorna arising out of this Agreement. The parties acknowledge that the limitations
set forth in this Article 9 are integral to the amount of consideration levied in connection with the license of the
Software and Documentation and any services rendered hereunder and that, were Sorna to assume any further
liability other than as set forth herein, such consideration would of necessity be set substantially higher.

10. INDEMNIFICATION

10.1 Sorna shall indemnify, hold harmless and defend Licensee against any action brought against Licensee to
the extent that such action is based on a claim that the unmodified Software, when used in accordance with this
Agreement, infringes a United States copyright and Sorna shall pay all costs, settlements and damages finally
awarded; provided, that Licensee promptly notifies Sorna in writing of any claim, gives Sorna sole control of the
defense and settlement thereof and provides all reasonable assistance in connection therewith. If any Software is
finally adjudged to so infringe, or in Sorna's opinion is likely to become the subject of such a claim, Sorna shall,
at its option, either: (i) procure for Licensee the right to continue using the Software (ii) modify or replace the
Software to make it noninfringing, or (iii) refund the fee paid, less reasonable depreciation, upon return of the
Software. Sorna shall have no liability regarding any claim arising out of: (i) use of other than a current,
unaltered release of the Software unless the infringing portion is also in the then current, unaltered release; (ii)
use of the Software in combination with non-Sorna software, data or equipment if the infringement was caused
by such use or combination; (iii) any modification or derivation of the Software not specifically authorized in
writing by Sorna; or (iv) use of third party software. THE FOREGOING STATES THE ENTIRE
LIABILITY OF SORNA AND THE EXCLUSIVE REMEDY FOR LICENSEE RELATING TO
INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER
PROPRIETARY RIGHT BY THE SOFTWARE.

10.2 Except for the foregoing infringement claims, Licensee shall indemnify and hold harmless Sorna, its
officers, agents and employees from and against any claims, demands, or causes of action whatsoever, including
without limitation those arising on account of Licensee's modification or enhancement of the Software or
otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder
by Licensee, its sublicensees, if any, its subsidiaries or their officers, employees, agents or representatives.

11. INSURANCE.

Licensee shall carry and maintain paid up policies for adequate medical malpractice insurance, and Licensee
shall provide Sorna with proof of all such insurance, copies of all such policies, and any renewals thereof at
Sorna's request.

12. DEFAULT AND TERMINATION.

12.1 Events of Default. This Agreement may be terminated by the nondefaulting party if any of the following
events of default occur: (1) if a party materially fails to perform or comply with this Agreement or any provision
hereof; (2) if either party fails to strictly comply with the provisions of Section 9 (Confidentiality) or makes an
assignment in violation of Section 13 (Nonassignability); (3) if a party becomes insolvent or admits in writing its
inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (4) if a petition
under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as
they may be amended, is filed by a party; or (5) if such a petition is filed by any third party, or an application for
a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days.

12.2 Effective Date of Termination. Termination due to a material breach of Articles 2 (Grant of Rights), 5
(Copies), 7 (Protection of Software), or 8 (Confidentiality) shall be effective on notice. In all other cases,
termination shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults
have not been cured within such thirty (30) day period.

12.3 Obligations on Termination. Within ten (10) days after termination of this Agreement, Licensee shall
cease and desist all use of the Software and Documentation and shall return to Sorna all full or partial copies of
the Software and Documentation in Licensee's possession or under its control.

13. NOTICES. All notices, authorizations, and requests in connection with this Agreement shall be deemed
given (i) five days after being deposited in the U.S. mail, postage prepaid, certified or registered, return receipt
requested; or (ii) one day after being sent by overnight courier, charges prepaid, with a confirming fax; and
addressed as first set forth above or to such other address as the party to receive the notice or request so
designates by written notice to the other.

14. NONASSIGNABILITY. Licensee shall not assign this Agreement or its rights hereunder without the prior
written consent of Sorna. Sorna will have sole and absolute discretion to determine whether said written consent
will be provided.

15. GOVERNING LAW; JURISDICTION AND VENUE. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of Minnesota, and the federal laws of
the United States of America without regard to its conflicts of law rules. The Minnesota state courts of Dakota
County, Minnesota (or, if there is exclusive federal jurisdiction, the United States District Court for the District
of Minnesota) shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and
Licensee hereby consents to the jurisdiction of such courts.

16. GOVERNMENT CONTRACTS. If the Software or Documentation to be furnished hereunder are to be


used in the performance of a government contract or subcontract, the software shall be provided on a "restricted
rights" basis only and Licensee shall place a legend, in addition to applicable copyright notices, in the form
provided under the governmental regulations. Sorna shall not be subject to any flowdown provisions required by
the governmental customer unless agreed to by Sorna in writing.

17. SEVERABILITY. If any provision of this Agreement shall be held by a court of competent jurisdiction to
be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. MISCELLANEOUS. This Agreement and its exhibits contain the entire understanding and agreement
between the parties respecting the subject matter hereof. This Agreement may not be supplemented, modified,
amended, released or discharged except by an instrument in writing signed by each party's duly authorized
representative. All captions and headings in this Agreement are for purposes of convenience only and shall not
affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or
breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or
breach of the same or a different kind.

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