End User Agreement
NOTICE: READ THIS END-USER LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING, ACCESSING, COPYING OR USING THE LICENSED PRODUCT ACCOMPANYING THIS AGREEMENT. BY SIGNING THIS END USER AGREEMENT, CLICKING ON THE "I ACCEPT" BUTTON BELOW, OR IN ANY OTHER WAY INSTALLING, ACCESSING, COPYING OR USING THE LICENSED PRODUCT, CREATES A LEGALLY ENFORCEABLE CONTRACT AND CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.
RETURN: IF YOU ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT, OR IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU MUST CLICK ON THE "CANCEL" BUTTON BELOW, AND YOU MUST NOT INSTALL, ACCESS, COPY OR USE THE LICENSED PRODUCT, AND YOU MUST, WITHIN 3 DAYS, DELETE AND PERMANENTLY ERASE FROM ALL COMPUTER MEMORIES AND STORAGE MEDIA ALL COPIES OF THE LICENSED PRODUCT AND DOCUMENTATION, AND TO OBTAIN A REFUND, YOU MUST NOTIFY LICENSOR IN WRITING THAT YOU HAVE COMPLIED WITH THE FOREGOING.
PARAGRAPHS 11 THROUGH 22 ONLY APPLY TO THIS END USER AGREEMENT, IF YOU USE THE HOSTING SERVICES.
This End-User License Agreement (the Agreement), effective as of the date you accept the terms hereof (unless returned as specified above, the Effective Date), is entered into between PLE Software Group, LLC, a Nebraska limited liability company, with an address at 2011 Pine Lake Rd, Lincoln, NE 68512 USA (“Licensor”) and you the end user, (“Licensee”). The parties agree as follows:
"Confidential Information" means all information of a party ("Discloser") disclosed to the other party ("Receiver"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including prices and other terms in any Schedule, unless required by law), Customer Data, the Service
and its components, the Software, Licensor’s or any of its suppliers trade secrets, know-how, financial information, business and marketing plans, technology and technical information, product designs, and business processes. However, Confidential Information shall not include any information that: (a) is or becomes generally known to the public without breach of any obligation by Receiver; (b) was known to Receiver prior to its disclosure by Discloser; (c) was independently developed by Receiver without reliance on any Confidential Information; (d) is received from a third party without a known duty of non-disclosure to Discloser; or (e) is required to be disclosed by law or a governmental body or court, but in such case Receiver shall reasonably cooperate with Discloser, at Discloser’s expense, to limit such disclosure. The Licensed Software is Licensor’s Confidential Information.
"Customer Data" means any documents, related materials, data, information, You or any User provides, submits or uploads in connection with the Hosting Service. It also includes any Client Documents and Customer Data.
"Hosting Service" means the provision by PLE to You of hosted document management and related services identified during the ordering process. The Hosting Service includes the provision on a hosted basis of non-exclusive use and access to the Licensed Software, and associated hosting and support services as described herein.
“Including,” “Include,” and their variants means including without limitation.
“Licensed Software” means PLE’s proprietary software, associated media, printed materials, and online or electronic documentation. The licensed software also includes: (a) the PLE name, PLE logo, docMgt name, docMgt logo and domain names; the product and service names associated with the Service; and other related trademarks and service marks; (b) the Content and Updates; and (c) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions, all related Documentation and other tangible or intangible technical material or information.
“Site” means the web site address that PLE communicates to You where You may access the Hosting Service.
"Users" means the Licensee, or Licensee employees, consultants, contractors or agents authorized to use by the Licensee to use the Licensed Products and the Service, or anyone who have been supplied User IDs and passwords by You (or by us at your request). Licensee agrees to be responsible for the acts and omissions for its Users.
"User Guide" means the online documentation as updated from time to time.
on behalf of Licensee. Licensee has no right to sublicense the Licensed Software. If all fees are not paid and up to date, then the license is subject to suspension and termination under Section 8.
Licensee agrees to pay all invoices within terms mutually agreed upon between Licensee and Reseller. Licensor will not invoice Licensee directly. Licensor will not accept and will refuse all payments made that Licensee makes to Licensor. This is subject to Section 2.6.
and shall use reasonable care to protect the Confidential Information. Licensee shall be responsible for any breach of confidentiality by its employees.
Licensee concerning the In-Licensed Code or Licensed Software, (c) no Third Party Licensor will have any obligation or liability to Licensee as a result of this Agreement or Licensee’s use of the In-Licensed Code or Licensed Software, (d) Licensor has no responsibility for any Third- Party Materials, and You irrevocably waive any claim against Licensor with respect to such Third-Party Materials. Licensor will provide a list of Third-Party Materials upon request.
Certain items of Licensor’s Materials and Source Code include “open source” or “free software” software (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the licensing provisions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software. Nothing in this Agreement limits Licensee rights under, or grants customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. A list of third party Open Source Software, together with the applicable end user license(s) that are used is available upon request.
PLE makes no warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability of any third party software or Open Source Software, non- infringement of third party rights or intellectual property by any third party software or Open Source Software.
THE LICENSED SOFTWARE AND SUPPORT SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DOES NOT WARRANT THAT THE LICENSED SOFTWARE OR SUPPORT SERVICES WILL MEET LICENSEE’S REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE LICENSED SOFTWARE AND SUPPORT SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
LICENSOR MAKES NO PROMISES (I) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE LICENSED SOFTWARE OR SUPPORT SERVICE OR ANY CONTENT, ALL OF WHICH ARE PROVIDED STRICTLY ON AN "AS IS" BASIS; (II) AS TO ANY THIRD- PARTY PROVIDER OR ANY OF ITS PRODUCTS OR SERVICES, WHETHER OR NOT
LICENSOR MAY HAVE DESIGNATED IT OR ITS PRODUCTS OR SERVICES AS "CERTIFIED," "VALIDATED," OR OTHERWISE; (III) THAT THE USE OF THE LICENSED SOFTWARE WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (IV) THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (V) THAT ANY CUSTOMER DATA WILL BE ACCURATELY OR RELIABLY STORED, (VI) THAT ERRORS OR DEFECTS WILL BE CORRECTED, OR (VII) THAT THE LICENSED SOFTWARE WILL BE FREE OF ANY VIRUS OR OTHER HARMFUL COMPONENT, ALTHOUGH LICENSOR WILL NOT KNOWINGLY INSERT ANY SUCH HARMFUL CODE
(c) all your claims are subject to the damages limitation in this Section 7.
TERM AND TERMINATION
Term of Agreement
Personal Jurisdiction. Licensee hereby unconditionally consents to the exclusive personal jurisdiction of the State of Nebraska. If judicial proceedings are brought to enforce compliance with the arbitration clause, such judicial proceedings shall only be brought in the District Court of Lancaster County, Nebraska. No text or other information set forth on any of Licensee’s purchase orders, preprinted forms, or other documents shall add to or vary any term of this Agreement.
for which there is no adequate remedy at law. Accordingly, Licensor shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting any bond.
All notices shall be in English, effective upon receipt or, if refused, three (3) business days after being sent as set forth above.
HOSTING SERVICES TERMS APPLY ONLY IF LICENSEE IS UTILIZING LICENSOR’S HOSTING SERVICES. BY USING THE HOSTING SERVICES, YOU AGREE TO THE FOLLOWING TERMS
Neither party shall be liable for any failure or delay in the performance of its obligations (except for payment obligations hereunder) due to causes beyond the reasonable control of the party affected, including but not limited to war, armed conflict, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor disturbances, virus attacks or hackers, failure of third party software, failure of third party cloud services, interruption or delay in transportation, act of any government affecting the terms hereof, acts of terrorism, accident, embargo, fire, explosion, flood, hurricane, severe weather or other act of God, failure of telecommunication or internet service providers.
Licensor will, to the extent practicable, schedule maintenance downtime outside of regular business hours. To the extent practicable, Licensor will give notice if its maintenance will occur during regular business hours. Licensor has no control over third party cloud services or when scheduled maintenance will occur on third party cloud services.
Licensor shall not be liable for any failure or delay due to Licensee’s acts or omissions including but not limited to the acts or omissions of Licensee’s employees, contractors, agents, End-Users, Users or others who gain access to the Licensed Software and Hosting Service via the Licensee login identifier or password.
Disclaimer of Liability. LICENSOR DISCLAIMS ALL LIABILITY WHATSOEVER FOR ANY AND ALL DAMAGES, INCLUDING DIRECT, CONSEQUENTIAL AND INCIDENTAL DAMAGES, ARISING OUT OF THE FAILURE OR INABILITY OF LICENSOR TO MAINTAIN ACCESS TO THE HOSTING SERVICE IN ACCORDANCE WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSSES OR DAMAGES RESULTING FROM YOUR LOSS OF BUSINESS, LOSS OF DATA OR SERVICE AS THE RESULT OF DELAYS OR SERVICE INTERRUPTIONS.
Licensor is not responsible to ensure that Licensee’s data is in compliance with all federal, state, local laws, foreign laws, rules and regulations. Licensor does not and will not monitor Licensee’s data for inappropriate or illegal content.
In addition to Licensee’s other obligations, Licensee is solely responsible for:
Determining whether the Licensed Software and Hosting Service will meet Licensee’s needs
Selecting and training appropriate individuals to use the Licensed Software
Issuing appropriate passwords for Users (or asking us to do so on your behalf) and allowing only one individual to access the Licensed Software at the same time using the same user name and password
Maintaining the confidentiality of your Users’ user names and passwords
Not impersonating another User or providing false identity information for any purpose
All activities that occur under User accounts
Using commercially reasonable efforts to prevent unauthorized access to or use of the Licensed Software or any Content in whole or in part
Notifying us promptly of any actual or suspected unauthorized access/use
Abiding by all applicable local, state, national, and foreign laws, treaties and regulations, including those related to data privacy, communications, and the transmission of technical or personal data. Licensee’s responsibilities shall not be transferred to Licensor.
The accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data
Complying with our standard support policies to obtain support and other services under this Agreement
Providing, installing, and maintaining computer equipment and communications tools and access as Licensor specifies from time to time as applicable
You warrant and agree not to:
Violate any local, state, national or international law or regulation in connection with use of the Licensed Software and Hosting Service, or otherwise use the Licensed Software Hosting Service in any way that is in furtherance of criminal, fraudulent, or other unlawful activity
Cause or store any Customer Data on the Hosting Service that is unauthorized or which material is protected by intellectual property rights of a third party, unless Licensee owns or has appropriate rights to such material.
Interfere with or disrupt the Hosting Service or servers or networks connected to the Hosting Service
Violate any codes of conduct, requirements, terms of use, policies or regulations of networks connected to the Licensed Software and Hosting Service
Interfere with or attempt to interfere with any other person’s use of the Hosting Service
Gain access to or attempt to gain access to any account, computers or networks related to the Hosting Service without authorization
Use the Hosting Service to send or otherwise make available any viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another’s computer or property
Use the Hosting Service in a manner that results in excessive bandwidth usage, as determined in PLE’s sole discretion
Impersonate any other person or entity, or misrepresent your affiliation with any other person or entity
Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content or communication transmitted through the Hosting Service
Directly or indirectly reverse engineer, decompile, modify, reproduce, or create derivative works of the Hosting Service or Licensed Software
Licensor shall not provide any Confidential Information, Customer Data and Client Documents to any third party unless there is a court order. Absent a court order, Licensee will not release the information to a third party even if the request is made by Licensee for Licensor to release information to a third party.
15 shall survive any termination or expiration of our relationship, including Licensee’s decision to stop using the Service.
To the extent required by the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and regulations related to privacy promulgated thereunder (the “Privacy Standard”), and notwithstanding anything to the contrary herein, Licensor will maintain the confidentiality of Protected Health Information (“PHI”) as defined by the Privacy Standard.
Licensor will only disclose or provide PHI to Licensee who provided or created the PHI or as provided by a court order. Licensor will not provide any PHI to any third party, including any subcontractor of the Licensee. If Licensee requests Licensor to disclose PHI to a third party, Licensor will not comply with such a request.
Licensor agrees that its obligations may change from time to time if necessary to comply with HIPAA. The requirements of this Section will survive this Agreement.
ERRORS OR DEFECTS WILL BE CORRECTED, OR (VII) THAT THE SERVICE WILL BE FREE OF ANY VIRUS OR OTHER HARMFUL COMPONENT, ALTHOUGH WE WILL NOT KNOWINGLY INSERT ANY SUCH HARMFUL CODE.
By: (Your Name) For: (Company)
Signature:
Title: