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<br />A S E R Fie H E 3545 Long Beach Blvd Long Beach, CA. 90807
<br />wwwlaserflche com
<br />Software, modlfy the Software such that It IS non-mfnngmg, while not degradmg lts pertormance, or accept the return of the
<br />software and refund to Licensee the price paid to Licensor for the Software. Licensee shall have the right to employ separate
<br />counsel in any such claim. suit or proceeding and to participate in defense. Licensee's fees and expense for separate counsel
<br />shall not be at the expense of Licensor. Licensor shall not be liable or responsible for any settlement of any claim entered into
<br />without its prior written consent. OTHER THAN AS EXPRESSLY STATED HEREIN, LICENSOR SHALL HAVE NO
<br />LIABILITY FOR ANY LOSS OR DAMAGE (INCLUDING WITHOUT LIMITATION ANY
<br />
<br />CONSEQUENTIAL,INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES) ARISING OUT OF OR RELATED TO
<br />ANY ALLEGATION OR DETERMINA TION THAT THE SOFTWARE INFRlNGES UPON ANY PATENT, COPYRIGHT,
<br />TRADE SECRET OR OTHER PROPRlETARY RlGHT.
<br />
<br />4. Trade Secrets; Proprietary Rights; Non-Disclosure. Licensee acknowledges that the Software constitutes a valuable proprietary
<br />product and trade secret of Licensor, embodying substantial creative efforts and confidential information, ideas and expressions.
<br />Accordingly, Licensee agrees to observe at all times (and to take precautions to insure that its employees observe) complete
<br />confidentiality with respect to the Software. Licensee shall not disclose all or any portion of the Software to any third party or
<br />entity except, as may be necessary or appropriate to Licensee's employees in the course of their employment. Licensee
<br />acknowledges that the affixing of a copyright notice to the Software shall not, in itself, be deemed to constitute "publication" of
<br />the Software pursuant to the U.S. Copyright Act.
<br />
<br />5. Solicitation of Licensor's Personnel. Licenses acknowledge that Licensor has disclosed to its employees, consultants and
<br />independent contractors(collectively, "Licensor's personnel") trade secrets and know-how regarding the Software and Licensor's
<br />techniques in developing, modifying and installing the software. Licensee further acknowledges that the foregoing constitute
<br />Licensor's valuable trade secrets and confidential proprietary information. The parties agree that it is a material condition of
<br />this Agreement that Licensor be able to protect its valuable secrets and confidential infonnation from unauthorized use or
<br />disclosure by Licensee's or Licensor's personnel to others. Accordingly, Licensee shall not, either during the term of this
<br />Agreement or for a period of one year following its termination, directly or indirectly solicit or induce any of Licensor's
<br />personnel to terminate their relationship with Licensor to become an employee, consultant or independent contractor of
<br />Licensee, or of any person or company affiliated with Licenses; and Licensee shall not, either during the term of this Agreement
<br />or for a period of one year following its termination, directly or indirectly, employ or contract with any of Licensor's personnel
<br />to perform any function, provide any service, or render any advice which is Licensor's obligation or responsibility under this
<br />Agreement. The parties acknowledge that the breach of this paragraph may result in damages which are difficult to ascertain,
<br />and therefore, in addition to all of Licensor's remedies under this Agreement or at law, Licensor shall be entitled to seek
<br />injunctive relief and specific performance of Licensee's obligations under this paragraph.
<br />
<br />6. Non-Consumer. The parties agree and Buyer acknowledges that Buyer shall not be deemed a consumer as defined by any
<br />Federal or State Act, and that the Equipment is not covered by any trade practices act. The parties agree that no claims arising
<br />out of the sale or offer for sale shall be made pursuant to such acts and that each party will rely on the remedies provided tor in
<br />this Agreement as a mutually agreeable allocation of risk.
<br />
<br />7. Warranties; Limits of Liability. Licensee affirms that it has the requisite expertise to select, inspect and evaluate the Software
<br />and determine the appropriateness thereof for Licensee's intended uses. Licensee does not rely upon any statements or
<br />representations of Licensor, oral or Mitten, with the respect to the Software. LICENSOR DISCLAIMS ALLW ARRANTlES,
<br />EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, ARlSING OUT OF OR IN CONJUCTlON WITH THEIR
<br />USE OR PERFORMANCE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT
<br />ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR WILL IN NO EVENT BE LIABLE FOR ANY
<br />SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR CLAIMS OF ANY THIRD PARTIES.
<br />IN NO EVENT SHALL LICENSOR'S LIABILITY EXCEED THE REFUND OF THE DOWNPA YMENT OR OTHER
<br />INSTALLMENTS OF THE PRICE OF THE SOFTWARE PAID TO LICENSOR BY LICENSEE. Any and all legal statute(s)
<br />of limitations shall apply to any actions or proceedings based on this Agreement or arising out of its performance or breach.
<br />
<br />8. Excused Performance; Exclusion of Damages. Licensor shall not be in default by reason of any failure or delay in its
<br />performance which results, directly or indirectly, from fire, explosion, strike, freight embargo, Act of God or the public enemy,
<br />war civil disturbances, act of any government, de jure or de facto, or any agency or official thereof, material or labor
<br />shortage, transportation contingencies, unusually severe weather, default or delay of any manufacturer a supplier or a
<br />subcontractor, quarantine, restriction, epidemic, catastrophe, lack of timely instructions or essential infonnation from Licensee,
<br />or which otherwise arises out of causes beyond the control of Licensor whether similar or dissimilar to the foregoing.
<br />
<br />9. Legal Proceedings; Attorney's Fees: Other Remedies. All disputes arising under, in connection with, or concerning the
<br />interpretation, enforcement, or breach of this Agreement, whether in contract, tort, or otherwise, and regardless of the nature of
<br />the damages sought, shall be brought in a court of law, of local jurisdiction. Either party may pursue in a court of law all legal
<br />remedies available, including, but not limited to the equitable remedies of specific performance and injunctive relief, and the
<br />provisional remedies of attachment or replevin. Each right or remedy permitted by law shall be cumulative of every other right
<br />and remedy now or hereafter existing in law, in equity, by statute, by this Agreement or otherwise. The prevailing party in any
<br />court proceedings shall be entitled to recover its attorney's fees and costs from the losing party.
<br />
<br />10. Use of Name. Licensee agrees to permit Licensor to list Licensee's name as a user of the Software in published lists advertised
<br />from time to time, provided Licensor does not thereby imply Licensee's endorsement of the Soft'Nare.
<br />
<br />~LE 562-988-1688 FAX: 562-988-1886
<br />info@laserfiche.com
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