1. Grant of License.
(a) Lencom grants to Licensee a nonexclusive, nontransferable limited license to
use the Software for the Permitted Use for the license term. This license is non-exclusive,
meaning that Lencom is free to issue
similar licenses to any other businesses.
(b) As a condition to the grant of this License, Licensee agrees to pay to Lencom,
in addition to the cost of the Software, a license fee of One 00/100 Dollar ($1.00),
the receipt of the same being acknowledged by Lencom as a portion of the purchase
price of the Software.
2. Duration and Termination.
(a) Unless otherwise terminated as provided in this Agreement, this license shall
become effective beginning on the date that the Software is purchased by Licensee
and shall continue in full force
and effect for an indefinite period of time, subject
to termination as set forth herein. The license set forth in this Agreement will
terminate immediately without notice from Lencom if Licensee materially breaches
this Agreement or takes any action in derogation of Lencom's rights to the Software.
Lencom may terminate this Agreement should any the Software become, or in Lencom's
reasonable opinion likely to become, the subject of a claim of intellectual property
infringement or trade secret misappropriation. Upon
termination, Licensee will cease
use of, and destroy or delete, the Software and confirm compliance in writing to
Lencom.
(b) The waiver of any default under this Agreement by Licensee hereto shall not
constitute a waiver of the right to terminate this Agreement for any subsequent or like default.
3. Permitted Use. Licensee shall be permitted to use the Software for the following
purposes only: To provide document preparation services to Licensee's customers
or clients; Licensee may use the Software internally for personal, individual use;
Licensee may use the Software internally for Licensee's own commercial purposes.
4. Restrictions.
(a) The Software provided to Licensee under this Agreement is licensed, not sold,
to Licensee by Lencom, and Lencom reserves all rights not expressly herein granted.
(b) Licensee may make a single archival copy of the Software, but otherwise may
not copy, modify, or distribute the Software to any third party or source.
(c) Licensee may not sell, rent, lease, lend or encumber the Software to any third
party or source.
(d) Unless enforcement is prohibited by applicable law, the Licensee may not decompile, or reverse engineer the Software.
(e) The terms and conditions of this Agreement will apply to any the Software updates,
provided to Licensee at Lencom's
discretion, that replace and/or supplement the
original the Software, unless such update contains a separate license.
(f) The Software is proprietary, confidential and copyrighted.
(g) No right, title or interest in or to any trademark, service mark, logo or trade
name of Lencom or its licensors is granted under this Agreement.
Licensee agrees that for any unauthorized use of the Software, or engaging in any
conduct or transaction that is restricted hereunder, it would be impossible or inadequate
to measure and calculate Lencom's damages. Accordingly, Licensee agrees that if
engages in any conduct or transaction that is Restricted hereunder or uses the Software
in a manner not authorized hereunder, thereby breaching this Agreement, there will
be available to Lencom, in addition to any other right or remedy available, the
right to obtain an injunction from a court of competent jurisdiction restraining
such breach or threatened breach. Further, Licensee further agrees that no bond
or other security shall be required in obtaining such equitable relief and Licensee
hereby consent to the issuance of such injunction and to the ordering of specific
performance.
In addition to such other remedies, including the injunctive relief described above, as Lencom may be entitled in the event Licensee shall violate any legally enforceable
provision of this agreement, Licensee shall pay as and for liquidated damages to
Lencom an amount equal to Ten Thousand and 00/100 Dollars ($10,000.00) for each
unauthorized use of the Software, or for any event or act that is Restricted hereunder.
Further, Licensee agree that should Licensee be in violation of any of the terms
of this Agreement and Lencom institutes or initiates any proceedings to enforce
the terms of this Agreement, Licensee shall pay and/or reimburse Lencom for all
costs, fees and expenses associated with such enforcement, including any attorney
fees incurred by Lencom as a result thereof.
5. Limited Warranty. The Software is provided "AS IS." Licensee's exclusive remedy
and Lencom's entire liability under this limited warranty will be, at Lencom's option,
to replace the Software or refund the purchase price and fee paid for the Software.
Some states do not allow limitations on certain implied warranties, so the above
may not apply to Licensee. This limited warranty gives Licensee specific legal rights.
Licensee may have others, which vary from state to state.
6. Disclaimer of Warranty. UNLESS SPECIFIED IN THIS AGREEMENT, ALL EXPRESS OR IMPLIED
CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT ARE DISCLAIMED, EXCEPT TO THE
EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
7. Limitation of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL
Lencom BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE
THEORY OF LIABILITY, ARISING OUT OF OR RELATE D TO THE USE OF OR INABILITY TO USE
SOFTWARE, EVEN IF Lencom HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In
no event will Lencom's liability to Licensee, whether in contract, tort (including
negligence), or otherwise, exceed the
amount paid by Licensee for the Software under
this Agreement. The foregoing limitations will apply even if the above stated warranty
fails of its essential purpose. Some states do not allow the exclusion of incidental
or consequential damages, so some of the terms above may not be applicable to Licensee.
8. Licensee's Use of the Software. Licensee acknowledges that following the receipt
of the Software from Lencom, the services that will be provided by Licensee to Licensee's
clients or customers shall be Licensee's own product and/or service, the same to
be provided and produced solely by Licensee. Licensee acknowledges that Lencom has
merely sold Licensee a license to use Lencom's fillable legal form the Software
and that Licensee alone is responsible for products and services offered by Licensee
to its customers and clients. Lencom makes no claim to the accuracy, authenticity,
validity, legality, enforceability or any other aspect of the products or services
produced, offered or sold by the Licensee Licensee's customers or clients. Further,
Licensee acknowledges that Lencom has not, in any way, participated in the production of any of the substantive
contents of any product and/or service offered by Licensee
to Licensee's customers or clients, nor has Lencom provided any direction, guidance
or advice (nor has the same been sought) as it pertains to any service offered by
Licensee. Lencom does not and cannot be responsible for any representation or promise
made by Licensee to any of Licensee's customers or clients, as Lencom is in no way
associated with such Licensee, except for the purpose of providing Licensee with
the license granted herein. This license is purchased by the Licensee with the understanding
and knowledge that Lencom is not engaged in rendering legal advice.
In no event shall Lencom be liable to Licensee for any direct, indirect, punitive,
incidental, special, consequential damages or any damages whatsoever including,
without
limitation, monetary damages of loss of profits, arising out of or in any
way connected with the license granted hereunder, nor in any product or service
offered or sold by Licensee to any third party, or otherwise arising out of the
license issued hereunder, whether based on contract, tort, negligence, strict liability
or otherwise.
With regard to any of Licensee's products and/or services sold or provided to any
of Licensee's customer or client which utilize the Software (either directly or
indirectly), Licensee agrees to indemnify, defend, and save Lencom, its successors
and assigns, its members, employees, representatives and agents, harmless from all
loss, liability, claims, demands, judgments, damages, costs, and expenses, including
attorney fees, resulting from any claim, suit, or action arising from the products
and/or services provided by Licensee to any of Licensee's customers or clients (or
any person
making any claim, demand or judgment by or through such customer or client).
With regard to any of Licensee's products and/or services sold to any Customer,
Licensee also specifically agrees to indemnify defend, and save Lencom, its successors
and assigns, its members, employees, representatives and agents, harmless from all
loss, liability, claims, demands, judgments, damages, costs, demands for refunds
or reimbursement, and expenses, including attorney fees, resulting from any claim
by any of Licensee's customer or client that the product and/or service purchased
by any such customer or client is not appropriate for the intended use of such customer
or client or is otherwise unacceptable.
9. Termination. Either party shall have the right to immediately terminate this
Agreement upon written notice to the other in the event that either party makes
any assignment for the benefit of creditors or files a petition in bankruptcy or
is adjudged bankrupt or becomes insolvent or is placed in the hands of a receiver
or if the equivalent of any of the proceedings or acts referred to in this clause,
though known and/or designated by some other name or term shall occur.
10. Relationship Created. Licensee's relationship to Lencom under this Agreement
is that of a licensee only. Licensee is not to be considered at any time a joint
venturer, partner, or employee of Lencom in any dealings, transactions, or activities
arising from this contract. Licensee has no authority to bind Lencom by any promise,
representation, or statement unless Lencom gives its specific written authorization
to do so with respect to a
particular act or transaction. For tax purposes, Licensee
shall not be treated as an employee.
11. No Refunds for Purchase of Software and/or License. Licensee
specifically agrees and understands that because the Software sold by Lencom is
provided to Licensee with unrestricted access immediately upon completion of the
transaction, no returns can or will be accepted and no refunds will be granted under
any circumstance. Again, the Licensee agrees and acknowledges that the purchase
of the license and the Software from Lencom is considered a final purchase for which
absolutely no refunds will be given or provided, regardless of the nature of the
request.
Further, Licensee agrees and acknowledges that the Licensee shall be solely responsible
for and shall bear (and/or reimburse) Lencom for any charge back fees issued to
Lencom by or from any credit card company, merchant service or other source of payment
that is initiated at the request of the Licensee. Stated another way, should Licensee
request a refund or charge back from any credit card company, merchant service or
other source of payment on the purchase of Lencom.com, and should said card
company, merchant or other source thereafter impose any fee or amount to Lencom
at the request of said Licensee for or as a result of the purchase of the Software,
Licensee shall reimburse Lencom for the refund amount plus the said charge back
fee or amount. By purchasing any Software or License product from Lencom, the Licensee
expressly authorizes Lencom the Software to direct a payment/charge to made to Licensee's
credit card account (the same being the credit card account used in the initial
purchase of said Software) in the amount of the said refund and charge back fee
(or amount charged to Lencom the Software for such refund) plus a ten percent (10%)
administrative fee.
12. Other Provisions.
(a). All notices that either party is required or may desire to serve upon any other
party shall be in writing and addressed to the appropriate party. Any such notice
may be served personally or by certified mail (postage prepaid), internationally
commercially recognized overnight delivery service (such as Federal Express), courier
or other written communication. Notice shall be deemed served upon personal delivery
or upon the second business day after the date sent. Either party may change the
address to which notices are to be delivered by written notice to the other party
served as provided in this section.
(b). This Agreement constitutes the entire understanding and agreement between Licensee
and Lencom with respect to the license contemplated, and supersedes any and all
prior or contemporaneous oral or written representation, understanding, agreement
or communication between Licensee and Lencom concerning the subject matter hereof.
Neither party is relying upon any warranties, representations, assurances or inducements
not expressly set forth.
(c). All amendments or modifications of this Agreement shall be in writing and executed
by Lencom exclusively. It is expressly understood and agreed that no usage of trade
or other regular practice or method of dealing between the parties hereto shall
be used to modify, interpret, supplement or alter in any manner the express terms
of this Agreement or any part hereof.
(d). No waiver of any provision of this Agreement or any rights or obligations of
either party hereunder shall be effective, except pursuant to a written instrument
signed by the party waiving compliance, and any such waiver shall be effective only
in the specific instance and for the specific purpose stated in such writing.
(e). In the event that any provision of this Agreement should be found by a court
of competent jurisdiction to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of
the remaining provisions shall not
in any way be affected or impaired thereby.
(f). Licensee shall not be permitted to transfer or assign any right or obligation arising under this Agreement without the written consent of Lencom.
(g). This Agreement will be governed by the laws of Russia without reference
to conflict of law principles. All disputes arising out of or relating to this Agreement
shall be subject to the exclusive jurisdiction and venue of the state courts sitting
in Moscow County, Russia and the federal courts in the Halton district of Russia, and each party irrevocably consents to such exclusive jurisdiction and venue and
waives any objection thereto.
By downloading or utilizing the Software in any way, the Licensee acknowledges that
Licensee has read the terms and conditions of this Agreement and expressly agrees
to be bound by the same.
