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THIS AGREEMENT DETERMINES THE RIGHTS AND LICENSE GRANTED TO YOU BY TRANSOLUTIONS, INC., FOR USE OF THIS SOFTWARE.
CAREFULLY READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO INSTALLING THIS SOFTWARE. INSTALLING THIS SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.
This is a legally binding agreement between you (the "Licensee") and TranSolutions, Inc., an Ohio corporation ("TranSolutions"), the licensor. As used in this Agreement, "Software" shall mean those certain computer programs, in object code form, along with all other items installed by with this software other than help files, and including all revisions, modifications, and updates of the same as may be supplied by TranSolutions to Licensee during the term of this Agreement; "Documentation" shall mean all printed documentation related to the Software and all help files installed with this software, and all revisions, modifications, and updates of the same as may be supplied by TranSolutions during the term of this Agreement.
1. LICENSE. TranSolutions grants to Licensee and Licensee accepts a personal, non-exclusive and non-transferable (except as otherwise provided herein) license to use the Software in accordance with the terms and conditions of this Agreement, and to use the Documentation in support of such use of the Software, in perpetuity or until this Agreement is terminated as provided herein. Licensee may install and use the Software on any single "stand-alone" computer or install the software on a network file server and use the Software on any work station connected to such file server, so long as only one work station accesses the Software at any given time. Licensee may physically transfer the software from one stand-alone computer or network file server to another provided the Software is completely removed from the first computer or file server. Licensee may distribute to end users certain portions of the Software in accordance with the provisions of Section 3 of this Agreement. Licensee may make a reasonable number of copies of the Software for archival and back-up purposes only. Licensee will not install or use the Software on more than one stand-alone computer or network file server, and will not use the Software on multiple work stations simultaneously. Licensee will not make any copies, in whole or in part, of the printed Documentation or any help file. Licensee will not rent, lease, sublicense, reproduce, modify or time-share the Software or Documentation. Licensee will not distribute to others any copies, in whole or in part, of the Documentation or the Software except as specifically provided in this Agreement. Licensee will not reverse engineer, decompile or disassemble the Software or Documentation to create any product to provide functionality substantially similar to that provided by the Software.
2. TAXES. Licensee shall pay all taxes and other charges based on or in any way measured by this Agreement or Licensee's use of the Software and Documentation or any portion thereof, excluding taxes based on TranSolutions' net income, but specifically including without limitation sales, use and personal property taxes, if any. If Licensee disputes the applicability of any such tax or charge, Licensee shall pay the same to the appropriate authority in timely fashion and thereafter may challenge the same and seek refund thereof.
3. TRANSFER. Licensee may transfer the Software and documentation and assign this Agreement to a third party on a permanent basis provided the recipient agrees in writing to the terms of this Agreement, Licensee notifies TranSolutions in writing of the name and address of the recipient, and Licensee retains no copies of the Software or Documentation.
4. TRADE SECRETS. Licensee acknowledges and agrees that the Software and Documentation embody valuable trade secrets and proprietary information of TranSolutions. Licensee shall take all reasonable steps to protect the Software and Documentation from unauthorized duplication, use or disclosure.
5. OWNERSHIP AND COPYRIGHT. Ownership of, and title to, the Software and Documentation (including any additional copies) shall be held by TranSolutions and/or its licensors and assignees. The Software and Documentation are copyrighted and protected by United States and international copyright laws which provide civil and criminal penalties for the unauthorized use, reproduction, distribution, and/or sale of copyrighted material. Copies of the Software and Documentation are provided to Licensee only for the limited purposes set out in this Agreement.
6. ENFORCEMENT. Recognizing the unusual nature of software and trade secrets, Licensee hereby acknowledges TranSolutions' right, in addition to any other rights and remedies available to it at law and in equity, to obtain immediate injunctive relief in case of any breach or anticipatory breach of this Agreement by Licensee, and Licensee expressly consents thereto. TranSolutions reserves the right to have audits conducted to verify Licensee's compliance with this Agreement.
7. LIMITATION OF LIABILITY. IN NO EVENT SHALL TRANSOLUTIONS BE LIABLE TO LICENSEE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR SPECULATIVE DAMAGES OR FOR LOST PROFITS OR LOSS OF USE OR ANTICIPATED USE OF, OR INABILITY TO USE, THE SOFTWARE OR DOCUMENTATION, RESULTING FROM OR RELATING TO ANY FAILURE OR DEFICIENCY OF THE SOFTWARE OR DOCUMENTATION OR ANY ACT OR OMISSION OF TRANSOLUTIONS OR THE PERFORMANCE OR BREACH OF THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION OF LIABILITY SHALL APPLY WHETHER ANY CLAIM FOR SUCH ARISES IN CONTRACT, WARRANTY, TORT, NEGLIGENCE OR OTHERWISE. EXCEPT FOR TRANSOLUTIONS' OBLIGATIONS PURSUANT TO THE LIMITED WARRANTY EXPRESSLY SET FORTH HEREIN, TRANSOLUTIONS' AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SOFTWARE OR DOCUMENTATION SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO LICENSOR FOR THE LICENSE GRANTED HEREUNDER. TRANSOLUTIONS NEITHER ASSUMES NOR AUTHORIZES ANYONE TO ASSUME FOR IT ANY OTHER LIABILITIES.
8. TERMINATION. TranSolutions may terminate this Agreement if Licensee is in default of any material provision of this Agreement and such default is not cured within thirty (30) days after TranSolutions gives Licensee written notice thereof or if Licensee becomes insolvent or seeks protection under bankruptcy or similar laws or a receiver, trustee or custodian is appointed for Licensee. Upon termination of this Agreement, Licensee immediately shall cease all use of the Software and Documentation and shall return the same and all copies thereof, whether in whole or in part, to TranSolutions. TranSolutions' foregoing rights and remedies shall be cumulative and in addition to all other rights and remedies available to it at law and in equity.
9. EXPORT. The United States Government strictly controls the exportation of technical materials. Licensee agrees that any export, re-export, or other transmission of the Software or Documentation shall be in compliance with all applicable laws, regulations, orders and other restrictions.
10. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and Documentation were developed at private expense and are provided with "RESTRICTED RIGHTS." Use, duplication or disclosure by the United States Government is subject to restrictions as set forth in FAR 52.227-14 and DFARS 252.227-7013 et seq., as applicable. Contractor/manufacturer is TranSolutions, Inc., 22015 N. Calle Royale, Scottsdale, AZ 85255.
11. OTHER PROVISIONS. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Ohio and the United States of America (excluding their respective laws governing conflicts of laws). The Courts of the State of Ohio in Cuyahoga County, Ohio, and the Federal District Court for the District of Ohio shall have jurisdiction in any controversy or proceeding arising out of or related to this Agreement, and each party hereby irrevocably submits to such jurisdiction and waives, to the fullest extent it may do so, any defenses relative to the jurisdiction or venue of said courts. This Agreement is the complete understanding between TranSolutions and Licensee with respect to the subject matter hereof and may be amended only by a writing signed by both parties. The waiver of any right under this Agreement must be in writing signed by the waiving party, and the failure of a party to enforce any of the provisions of this Agreement shall not be construed as a waiver of any future right arising under this Agreement. If any provision of this agreement is invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions hereof. Captions are included in this Agreement for convenience only and are not to be used to interpret the agreement between the parties. TranSolutions warrants that if the media on which the Software is furnished or the written Documentation is in a damaged or physically defective condition at the time that this license is purchased and if they are returned to TranSolutions (postage prepaid) within thirty (30) days from the date of purchase, TranSolutions will provide replacements to Licensee at no charge.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY, REPRESENTATION OR PROMISE OF ANY KIND. THE ABOVE WARRANTY IS IN LIEU OF, AND TRANSOLUTIONS DISCLAIMS AND EXCLUDES, ANY AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE. Licensee assumes all risks and shall be solely responsible for the selection, installation, use efficiency and suitability of the Software and Documentation and the results obtained therefrom. TranSolutions does not warrant that the functions contained in the Software will meet Licensee's requirements, that the Software will be compatible with Licensee's system, or that the operation of the Software will be uninterrupted or error-free. TranSolutions reserves the right to make changes to any and all portions of the Software or Documentation at any time and from time to time without obligation to notify Licensee thereof.
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www.myEZClaim.com a TranSolutions, Inc. company 22015 N. Calle Royale Scottsdale. AZ 85255 Voice: (480) 473-2453 Fax: (480) 473-2424 sales@transolutionsinc.com |
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