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END-USER LICENSE AGREEMENT FOR SOFTWARE PRODUCTS OF DOCCHOW PTY LTD.


IMPORTANT-READ CAREFULLY: This DocChow PTY LTD. Software License Agreement
THE SOFTWARE PRODUCT AND SOFTWARE ARE PROTECTED BY R.S.A COPYRlGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. DocChow PTY LTD. IS AND SHALL REMAIN THE OWNER OF ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE PRODUCT AND/OR SOFTWARE AND SHALL REMAIN THE OWNER OF ALL COPIES OF THE SOFTWARE PRODUCT AND/OR SOFTWARE. THE SOFTWARE PRODUCT AND/OR SOFTWARE IS LICENSED TO YOU ON A NON-EXCLUSIVE, NON-ASSIGNABLE, NON-TRANSFERABLE, LIMITED, PERSONAL BASIS, NOT SOLD.
DocChow PTY LTD. STRIVES TO PROTECT THE SECURITY AND PRIVACY OF THE USERS OF ITS PRODUCTS. THE DocChow PTY LTD. PRIVACY POLICY LOCATED AT:
http://www.Docchow.com/privacy_policy
IS INCORPORATED IN THIS LICENSE AGREEMENT BY REFERENCE.
WHEN YOU USE THE SOFTWARE PRODUCT AND/OR SOFTWARE, DocChow PTY LTD. MAY COLLECT CERTAIN INFORMATION ABOUT YOUR COMPUTER THROUGH A CALL HOME SYSTEM OR OTHERWISE TO FACILITATE, EVALUATE AND VERIFY YOUR USE OF THE SOFTWARE PRODUCT AND/OR SOFTWARE WHICH MAY BE SENT TO A DocChow PTY LTD. WEB OR THIRD PARTY CLOUD SERVER FOR STORAGE OR FURTHER PROCESSING BY DocChow PTY LTD. AND/OR ITS PARTNERS, SUBSIDIARIES OR AFFILIATES FOR ITS OWN INTERNAL USE. THIS INFORMATION IS GENERALLY COLLECTED IN THE AGGREGATE FORM, WITHOUT IDENTIFYING ANY USER INDIVIDUALLY, ALTHOUGH THE IP ADDRESS, COMPUTER AND SESSION ID IN RELATION TO PURCHASES AND DOWNLOADS/ INSTALLATIONS OF THE SOFTWARE PRODUCT AND/OR SOFTWARE MAY BE TRACKED AS PART OF DocChow PTY LTD.'S CUSTOMER ORDER REVIEW, STATISTICAL ANALYSIS, FRAUD AND PIRACY PREVENTION EFFORTS. FOR EXAMPLE, DocChow PTY LTD. MAY COLLECT INFORMATION SUCH AS THE NUMBER OF DOWNLOADS/INSTALLATIONS, TRIALS OF THE SOFTWARE PRODUCT AND/OR SOFTWARE OR THE TYPE OF OPERATING SYSTEM USED, FOR NONIDENTIFYING STATISTICAL ANALYSIS AND FOR IMPROVING THE SOFTWARE PRODUCT AND/OR SOFTWARE, PROVIDING YOU WITH A MORE RELEVANT EXPERIENCE. AS INDICATED ABOVE, IF YOU DO NOT DESIRE TO ACCEPT THIS LICENSE AGREEMENT OR AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT , PROMPTLY RETURN THE UNUSED SOFTWARE PRODUCT AND/OR SOFTWARE TO THE PLACE FROM WHICH YOU OBTAINED IT FOR A FULL REFUND OF THE LICENSE FEE.
YOU ACKNOWLEDGE AND AGREE: (A) THAT YOU ARE NOT AN OWNER OF THE SOFTWARE PRODUCT AND/OR SOFTWARE OR ANY COPIES OF THE SOFTWARE PRODUCT AND/OR SOFTWARE; (B) THAT YOU ARE A MERE LICENSEE OF THE SOFTWARE PRODUCT AND/OR SOFTWARE AND ANY COPIES OF THE SOFTWARE PRODUCT AND/OR SOFTWARE WITHOUT ANY RIGHT TO FURTHER TRANSFER OR DISTRUBUTE THE SOFTWARE PRODUCT AND/OR SOFTWARE OR ANY COPIES OF THE SOFTWARE PRODUCT AND/OR SOFTWARE OR PROVIDE ACCESS TO THE SOFTWARE PRODUCT AND/OR SOFTWARE IN ANY MANNER WITHOUT DocChow’S PRIOR WRITTEN CONSENT; (C) NOT TO CHALLENGE THE ENFORCEABILITY OR VALIDITY OF THIS LICENSE AGREEMENT ; (D) NOT TO INITIATE ANY PROCEEDINGS INCONSISTENT WITH THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT .
DEFINITIONS
1. "Computer" means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for specific result based on a sequence of instructions.
2. "Content" means any video, audio, data, music, stiII images, and any other output of the SOFTWARE PRODUCT or SOFTWARE and any video, audio, data, music, still images or other input into the SOFTWARE PRODUCT or SOFTWARE.
3. "Internal Network" means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the Internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.
4. "Permitted Number" means one (I) as to users and one (I) as to Computers unless otherwise indicated in this LICENSE AGREEMENT or under any other valid license (e.g., Multi User, Site, or Enterprise License) granted by DocChow PTY LTD.
5. “Resellers and Distributors” means a DocChow PTY LTD. authorized partner, e-merchant or a portal, within which DocChow PTY LTD. manages its SOFTWARE PRODUCT or SOFTWARE channel.
6. “Services” means video processing services.
7. "SOFTWARE PRODUCT or SOFTWARE" means use of a copy of computer software identified above and associated media and a copy of the printed materials, and may include "online" or electronic documentation as well as licensed third party Content.
8. "DocChow" means DocChow PTY LTD.
9. "Trial Version" means a version of the SOFTWARE PRODUCT or SOFTWARE which may have limited features and is limited in terms of the length of time the SOFTWARE may be used and will cease operating after a predetermined amount of time ("the Trial Period") due to an internal mechanism within the Trial Version. The SOFTWARE PRODUCT or SOFTWARE will notify You that the SOFTWARE PRODUCT or SOFTWARE is in trial mode, which may include, but would not be limited to, watermarking.
10. "You" means the person, company, or organization that has licensed the SOFTWARE PRODUCT or SOFTWARE.
11. “Your Content” means the Content resulting from Your use of the SOFTWARE PRODUCT or SOFTWARE.
1. GRANT OF LICENSE AND RESTRICTIONS.
The following section applies to all versions of the SOFTWARE PRODUCT or SOFTWARE unless the Help > About dialog in the SOFTWARE PRODUCT specifies a Multi-user, Site or Enterprise version, for example.
1.1 If You obtained the SOFTWARE PRODUCT or SOFTWARE and any required SOFTWARE key(s) from DocChow PTY LTD. or one of its Resellers and Distributors , DocChow hereby grants You a non-exclusive, non-transferable, limited personal license to install and use a copy of the SOFTWARE PRODUCT or SOFTWARE in a manner consistent with its design, documentation, and Your order. You may only use the SOFTWARE PRODUCT or SOFTWARE according to the License ordered by You and granted by DocChow. DocChow offers several license types to meet the needs of its customers. Particular licenses are offered for the SOFTWARE PRODUCT or SOFTWARE depending on the intended use of the SOFTWARE PRODUCT or SOFTWARE. Your order shall designate the specific application of the SOFTWARE PRODUCT or SOFTWARE which may include, a Multi-User License, Site License, Enterprise License, or Volume Discount License, for example.
1.2 General and Cross Platform Use. You are licensed to install and use one copy of the SOFTWARE PRODUCT or SOFTWARE on up to the Permitted Number of Your compatible Computer(s) as long as, when required by the SOFTWARE PRODUCT or SOFTWARE, You present a valid and authorized SOFTWARE key for each copy. You are licensed to install and use both the Snagit for Windows and Snagit for Mac versions of the SOFTWARE PRODUCT or SOFTWARE, provided, that You are only licensed to use one version of the SOFTWARE PRODUCT or SOFTWARE on one platform in one language at a time (not simultaneously) for Your exclusive use unless otherwise indicated under a valid license (e.g., Multi User, Site, or Enterprise License) granted by DocChow.
1.3 Distribution from Server. You are licensed to make a copy of an image of the SOFTWARE PRODUCT or SOFTWARE onto file server(s) within Your Internal Network for the purpose of downloading and installing the SOFTWARE PRODUCT or SOFTWARE onto Computers within the same Internal Network for use as permitted by Section 1.1 and 1.2 above.
1.4 Server Use. You are licensed to install a copy of the SOFTWARE PRODUCT or SOFTWARE on Computer file server(s) within Your Internal Network only for use of the SOFTWARE initiated by an individual from a Computer within the same Internal Network as permitted by Section 1.1 and 1.2. The total number of users (not the concurrent number of users) able to use the SOFTWARE PRODUCT or SOFTWARE on such Computer file servers(s) may not exceed the Permitted Number of users.
By way of example, the foregoing does not permit You to install or access (either directly or through commands, data or instructions) the SOFTWARE PRODUCT or SOFTWARE: (i) from or to a Computer not part of Your Internal Network, (ii) for enabling web hosted workgroups or services available to the public, (iii) by an individual or entity to use, download, copy or otherwise benefit from the functionality of the SOFTWARE PRODUCT or SOFTWARE unless licensed to do so by DocChow, (iv) as a component of a system, workflow or service accessible by more than the Permitted Number of users, or (v) for operations not initiated by an individual user (e.g., automated server processing).
1.5 Restrictions on Secondary Use by Multi User Licensees. If the SOFTWARE PRODUCT or SOFTWARE was obtained under a DocChow Multi User License Program by any licensee, the second copy of the SOFTWARE PRODUCT or SOFTWARE made by You under Section 1.5 must be used solely for the benefit and business of that Multi User Licensee.
1.6 Backup Copy. You are licensed to make a reasonable number of backup copies of the SOFTWARE PRODUCT or SOFTWARE, provided Your backup copies are not installed or used for other than archival purposes.
1.7 Integrity of 3rd Party Content and SOFTWARE PRODUCT OR SOFTWARE. Your licensed use of the SOFTWARE PRODUCT or SOFTWARE may be impaired by digital rights management systems in order to protect the integrity of certain third party Content and the SOFTWARE PRODUCT or SOFTWARE. You may not use any computer or hardware designed to defeat any copy-protection device, should the Content, SOFTWARE PRODUCT or SOFTWARE You have licensed be equipped with such protection. You may not remove or alter any trademark, trade names, product names, logos, copyright notices, legends, symbols, labels, or watermarking in the in any 3rd party Content, the SOFTWARE PRODUCT or SOFTWARE, except to the extent as expressly indicated in the 3rd party Content, SOFTWARE PRODUCT or SOFTWARE.
2. DESCRIPTION OF OTHER CONDITIONS, RIGHTS AND LIMITATIONS.
DocChow’s grant to You of a non-exclusive, nontransferable, limited personal license to install and use the SOFTWARE PRODUCT or SOFTWARE in a manner consistent with its design, documentation, and Your Order is further conditioned upon Your compliance with all of the following conditions:
2.1 Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, translate, localize or disassemble the SOFTWARE PRODUCT or SOFTWARE.
2.2 Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer. You may not unbundle or repackage the SOFTWARE PRODUCT or SOFTWARE for distribution.
2.3 Rental. You may not rent, license, assign, transfer, time share, host, lend, sublicense, distribute, or lease the SOFTWARE PRODUCT or SOFTWARE or any access code associated with the same except as otherwise expressly provided in this LICENSE AGREEMENT ; and in particular You may not rent, license, assign, transfer, time share, host, lend, sublicense, distribute, or lease the SOFTWARE for commercial revenue generating purposes if the SOFTWARE PRODUCT or SOFTWARE has been licensed or labeled for education, non-profit, or governmental use only.
2.4 Software Transfers of Rights.
(i) You may not transfer this license under any circumstances without DocChow’s prior written consent/approval, any such consented to or approved transferee must acknowledge, accept and agree in writing to be bound by the terms and conditions of this LICENSE AGREEMENT .
Any transfer made in violation of the requirements, conditions, or restrictions of this section will be void and may result in termination of this LICENSE AGREEMENT .
(ii) You may not transfer licenses on a short term basis or transfer temporary rights to use the SOFTWARE PRODUCT or SOFTWARE without DocChow’s prior written consent/approval.
(iii) The SOFTWARE PRODUCT or SOFTWARE and any copies of the SOFTWARE PRODUCT or any SOFTWARE key or key codes related to the SOFTWARE PRODUCT and DocChow trademarks may not be copied, reproduced, distributed, used, posted, modified, adapted, prepare derivatives of or displayed in any form or manner on any online auction sites or any other site or material of any kind without the express prior written permission of DocChow.
2.5 Term and Termination. The term of this LICENSE AGREEMENT granted to You for the use of the SOFTWARE PRODUCT or SOFTWARE is for 1 year, renewable automatically, but without prejudice to any other rights, DocChow may terminate this LICENSE AGREEMENT if You fail to comply with any of the terms and conditions of this LICENSE AGREEMENT , which includes, but would not be limited to, Your unauthorized reproduction, copying, distribution, modification, adaptation or the making of a derivative of or display of the SOFTWARE PRODUCT or SOFTWARE or any of the key codes associated with the same. In such event, upon such termination You must destroy all copies of the SOFTWARE PRODUCT or SOFTWARE and any key codes associated with the same and all of its component parts and YOU must provide DocChow in writing Your certification as to the same.
2.6 Development License Conditions and Restrictions. The following conditions and restrictions apply to You, as a licensee, if You develop application software that utilizes the SOFTWARE PRODUCT or SOFTWARE in a commercially distributed application.
(i) You must purchase a license of SOFTWARE PRODUCT or SOFTWARE for each copy of the application software licensed or rented;
(ii) The SOFTWARE PRODUCT or SOFTWARE must not be the sole or primary component of such application software;
(iii) You must give proper acknowledgement of the copyright of DocChow;
(iv) You must not use the SOFTWARE PRODUCT or SOFTWARE to create a software application that competes with or is intended to compete with, directly or indirectly, the SOFTWARE PRODUCT or SOFTWARE; and
(v) The application software must add significant value to the SOFTWARE PRODUCT or SOFTWARE.
You must obtain the prior written permission from DocChow as to all other uses of the SOFTWARE PRODUCT or SOFTWARE that fall outside the scope of this LICENSE AGREEMENT .
2.7 Software for Windows or Mac. The SOFTWARE PRODUCT or SOFTWARE which is the subject matter of this LICENSE AGREEMENT is for use and/or runs on a Windows and/or the Mac operating systems only, and the SOFTWARE PRODUCT or SOFTWARE and SOFTWARE key associated with the SOFTWARE PRODUCT or SOFTWARE will not be operable on any other systems.
2.8 Trial version. This section 2.8 and its subparagraphs apply in addition to the license granted in Section I above and solely if You have received a valid Trial Version of the SOFTWARE PRODUCT or SOFTWARE from DocChow.
(i) Subject to the terms and conditions of this LICENSE AGREEMENT , DocChow grants to You a non-exclusive license to install a copy of the Trial Version on a single computer strictly for Your internal evaluation and review purposes and not for production purposes.
(ii) You shall not (a) in the aggregate install or use more than one copy of the Trial Version, (b) download the Trial Version under more than one username, if applicable, (c) alter the contents of a hard drive or computer system to enable the use of the Trial Version for an aggregate period in excess of the Trial Period for which You may evaluate the Trial Version, (d) disclose the results, if any, of the SOFTWARE PRODUCT or SOFTWARE performance benchmarks obtained using the Trial Version to any third party without DocChow's prior written consent, (e) use the Trial Version for a purpose other than the sole purpose of determining whether to purchase a license to the SOFTWARE PRODUCT or SOFTWARE. Notwithstanding the foregoing, You are strictly prohibited from installing or using a copy of the Trial Version for any commercial training purposes.
(iii) Your licensed rights to install and use a copy of the Trial Version under this section 2.8 will immediately terminate upon the earlier of (a) the expiration of the Trial Period, or (b) such time that You purchase a license to the SOFTWARE PRODUCT or SOFTWARE. DocChow reserves the right to terminate Your license to the Trial Version at any time in its sole discretion. To the extent that any provision in this section 2.8 is in conflict with any other term or condition in this LICENSE AGREEMENT , this section 2.8 shall supersede such other terms and conditions with respect to the Trial Version only, but only to the extent necessary to resolve the conflict. YOU ACKOWLEDGE THAT THE TRIAL VERSION MAY HAVE LIMITED FEATURES, FUNCTION FOR A LIMITED PERIOD OF TIME, AND/OR HAVE OTHER LIMITATIONS NOT PRESENT IN A NON-TRIAL VERSION OF THE SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS LICENSE AGREEMENT , THE TRIAL VERSION IS PROVIDED TO YOU ON A "AS IS" BASIS, AND DocChow DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND.
1. Intellectual Property Rights. All rights, title, and interests, including, but not limited to, all copyrights, trade secret rights, patent and trademark rights in and to the SOFTWARE PRODUCT or SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, stamps and "applets," incorporated into the SOFTWARE PRODUCT or SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT or SOFTWARE, are owned by and shall remain the sole property of DocChow or its suppliers or licensors.
2. Injunctive Relief. The parties agree that if You utilize or otherwise use any of the SOFTWARE PRODUCT or SOFTWARE in any unauthorized manner, or breach the remaining terms and conditions of this TSLALICENSE AGREEMENT , that such use or breach would have a devastating and serious impact on DocChow's continuing ability to compete profitably and would, therefore, result in immediate and irreparable injury, loss or damage to DocChow. The parties agree that in such event, in addition to DocChow's right to recover damages for a breach of this LICENSE AGREEMENT , DocChow would be entitled to obtain a temporary restraining order or a preliminary injunction from a court of competent jurisdiction, without posting bond or proof of actual damages, to prevent You, Your employees, agents, consultants, or independent contractors from engaging in any further use, copying, reproduction, distribution, modification, adaptation, or making of a derivative works or display of the SOFTWARE PRODUCT or SOFTWARE or the continued breach of the remaining terms and conditions of this LICENSE AGREEMENT .
3. Multiple Environments/Multiple Languages/Dual Media/Multiple Copies/Updates. If You were licensed: (a) the SOFTWARE PRODUCT or SOFTWARE in a manner that supports multiple environments, platforms, operating systems or languages (b) the SOFTWARE PRODUCT or SOFTWARE in more than one medium, or (c) multiple copies of the SOFTWARE PRODUCT or SOFTWARE, the number of Computer(s) on which all versions of the SOFTWARE PRODUCT or SOFTWARE may be installed shall not exceed the Permitted Number of Computer(s) unless otherwise expressly stated in this LICENSE AGREEMENT or a valid License granted by DocChow. You may not loan, rent, lease, license or otherwise transfer or distribute the other medium or version of the SOFTWARE PRODUCT or SOFTWARE to another user.
4. Limited Warranty. DocChow warrants (the “Limited Warranty”) that (a) the SOFTWARE PRODUCT or SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any hardware accompanying the SOFTWARE PRODUCT or SOFTWARE will be free from defects in materials and workmanship under normal use and service for a period of one (I) year from date of receipt. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to You. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT or SOFTWARE and hardware, if any, are limited to ninety (90) days and one year, respectively.
5. Customer Remedies. DocChow's and its suppliers' or licensor's entire liability and Your exclusive remedy shall be, at DocChow's option, either (a) return the license fee paid, or (b) repair or replacement of the SOFTWARE PRODUCT or SOFTWARE or hardware that does not meet DocChow's Limited Warranty and which is returned to DocChow with a copy of Your receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT or SOFTWARE or hardware has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT or SOFTWARE or hardware will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by DocChow are available without proof of purchase from an authorized international source.
6. NO OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DocChow OR ITS SUPPLIERS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, QUIT ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH REGARD TO THE SOFTWARE PRODUCT OR SOFTWARE, SERVICES, CONTENT, OR YOUR CONTENT AND ANY ACCOMPANYING HARDWARE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
7. NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DocChow OR ITS SUPPLIERS, OR LICENSORS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR SOFTWARE, SERVICES, CONTENT, OR YOUR CONTENT EVEN IF DocChow HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

12. Content and Indemnity.
12.1 You acknowledge and understand Your Content is Your sole responsibility including making and keeping back-up copies of Your Content and Your use and distribution of Your Content is at Your sole discretion and risk. You shall be solely responsible for any claims or causes of action that may arise in connection with such use and distribution of Your Content. Notwithstanding anything to the contrary herein, DocChow has no responsibility or liability for the deletion or accuracy of Your Content or any other Content, the failure to store, transmit or receive transmission of Your Content or any other Content (whether or not processed by the Service), or the security, privacy, storage, or transmission of other communications originating with or involving use of the SOFTWARE PRODUCT or SOFTWARE or Services. You further agree to defend, indemnify and hold DocChow, its affiliates, subsidiaries, officers, directors, employees, consultants, agents, suppliers, licensors and resellers from any and all third party claims, whether foreign or domestic, and any and all liability, damages and/ or costs including, but not limited to, reasonable attorney fees, arising from Your use of the SOFTWARE PRODUCT or SOFTWARE and Your Content and the distribution of the same, Your violation of this LICENSE AGREEMENT , or infringement or violation by You or any other user of the SOFTWARE PRODUCT or SOFTWARE, of any agreement of any kind or any intellectual property or other right, including but not limited to, patent, trademark, copyright or trade secret rights of any person or entity or any claims that may or are alleged to result in the invasion of privacy, slander, libel or for infringement on a person’s rights of publicity due to the publication or distribution of Your Content.
12.2 Ownership of Content, License, and Restrictions. Title and intellectual property rights in and to any Content, displayed by, reproduced, recorded or accessed through the SOFTWARE PRODUCT or SOFTWARE, belongs to the respective Content owners. Such Content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing or displaying such Content. This LICENSE AGREEMENT does not grant You any rights to use such Content other than as expressly indicated in the SOFTWARE PRODUCT or SOFTWARE, this or any Addendums to the same. The SOFTWARE PRODUCT or SOFTWARE may be used to reproduce or record Your Content so long as such use is limited to the reproduction of non-copyrightable Content, Content which You own the intellectual property rights in and to the same, or Content which You are authorized or legally permitted to reproduce, record or display.
12.3 Your Representations and Warranties Regarding Your Content. You represent and warrant that: (a) You are the owner, licensor, or authorized user of all Your Content; and (b) You will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (i) advocates, promotes, incites, instructs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or DocChow, or any rights of publicity or privacy of any party, whether foreign or domestic; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents Your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, hateful, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, Information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).
12.4 Use of Your Content with the Service. By submitting Content, specifically, without limitation, Your Content, which You acknowledge may be transmitted to DocChow’s servers in order to provide the Services, You hereby grant to DocChow an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license to reproduce, distribute, display, create derivative works of, and otherwise use Your Content, specifically throughout the world, as necessary to provide You with the Service. In addition, You grant us the right to use Your Content in a reasonable manner to improve the quality of the Services.
12.5 DocChow’s Access to Your Content. You acknowledge that the Services are automated (e.g., Your Content is uploaded using software tools and DocChow servers) and that DocChow personnel will not access, view, or listen to any of Your Content, except as reasonably necessary to perform the Services, including but not limited to, the following: (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) as deemed necessary or advisable by DocChow in good faith to conform to legal requirements or comply with legal process; or (d) enforce this LICENSE AGREEMENT , including investigation of potential violations hereof.
13. Survival. The conditions, restrictions and obligations as contained in this LICENSE AGREEMENT which You have voluntarily agreed to shall survive any expiration, termination or cancellation of this LICENSE AGREEMENT , and shall continue and remain in effect to bind You, and Your employees, agents, successors, heirs and permitted assigns.
15. Amendments. Except as otherwise provided in this LICENSE AGREEMENT , this LICENSE AGREEMENT may be amended from time to time by DocChow only and only upon DocChow’s release of a new version of the SOFTWARE PRODUCT or SOFTWARE. You must accept any newly amended terms and conditions of this LICENSE AGREEMENT before installing, copying or otherwise using the newly released SOFTWARE PRODUCT or SOFTWARE. Except as otherwise provided in this section 15 of this LICENSE AGREEMENT , this LICENSE AGREEMENT may not be amended, altered, or any of its provisions waived on behalf of either party, except in writing executed by both parties' duly authorized agent. Notwithstanding the provisions of this section 15 (Amendments), DocChow may amend its Privacy Policy at any time by posting a new version of its Privacy Policy at its web site along with an outline of the changes to the Privacy Policy.
16. Assignability. Except as otherwise expressly provided under this , this LICENSE AGREEMENT and the rights and duties under this LICENSE AGREEMENT may not be assigned by You without the prior written consent of DocChow.
17. Benefit. This LICENSE AGREEMENT shall be binding upon and inure to the benefit of DocChow and its successors and assigns.
18. Captions. Captions contained in this LICENSE AGREEMENT are inserted for reference and in no way define, limit, extend or describe the scope of the LICENSE AGREEMENT or intent of any provision in the TSLLICENSE AGREEMENT A.
19. Severability. If any provision of this LICENSE AGREEMENT becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this LICENSE AGREEMENT shall continue in full force and effect without said provision; provided, however, that no such severability shall be effective if it materially changes the economic benefit of the LICENSE AGREEMENT to the other party.
20. Authority to Accept. You warrant and represent to DocChow that this LICENSE AGREEMENT shall be binding upon You, and that the individual agreeing to be bound under the terms and conditions of this LICENSE AGREEMENT is authorized or has been empowered to do so and is more than 18 years of age and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this LICENSE AGREEMENT , and to abide by and comply with the terms and conditions contained herein.
21. Third Party Beneficiary. You acknowledge and agree that DocChow's suppliers and licensors (and/or DocChow if You obtained the SOFTWARE PRODUCT or SOFTWARE from any party other than DocChow) are third party beneficiaries of this Agreement, with the right to enforce the obligations set forth herein with regard to the respective technology or Content of such suppliers, licensors and/or DocChow.
22. Third party Acknowledgement and Terms. The SOFTWARE PRODUCT or SOFTWARE licensed under the terms and conditions of this LICENSE AGREEMENT may use or include third party components, Content, other copyrighted material, and/or open source software which may be subject to certain “open source” or ”free software” licenses (“Open Source Software”). Acknowledgments, licensing terms and additional disclaimers for such components, Content, or materials are contained in the "online" electronic documentation for the SOFTWARE PRODUCT or SOFTWARE, including without limitation, a 3rdPartyLicensing.txt file or may otherwise accompany the same, or are contained in Addendums to this LICENSE AGREEMENT, and Your use of such components, Content, other copyrighted material, and/or Open Source Software is governed by their respective terms and conditions and nothing in this LICENSE AGREEMENT limits your rights under or grants You rights that supersede the terms and conditions of any such applicable third party terms and conditions for such third party components, Content, other copyrighted material, and/or Open Source Software.
23. Changes to a Site or Enterprise Due to Acquisitions, Divestures, Mergers, and Organic Growth. If the number of qualified desktops or seats changes by more than 10% as a result of: (i) an acquisition of an entity or an operating division, (ii) a divesture of an affiliate or an operating division; (iii) a merger, or (iv) organic growth, DocChow will work with the You in good faith to determine how to accommodate the changed circumstances in the context of a Site License, for example. If You acquire or merge with an organization with an existing "Site License" DocChow will work with the surviving organization in good faith to accommodate its changed circumstances in the context of this LICENSE AGREEMENT .
AS STATED ABOVE, PAYING THE LICENSE FEE FOR THE SOFTWARE PRODUCT OR SOFTWARE WITHOUT PROMPTLY REQUESTING A REFUND OF SUCH FEE OR INSTALLlNG, COPYING, OR OTHERWISE USING IN ANY MANNER THE SOFTWARE PRODUCT OR SOFTWARE, INDICATES YOUR ACCEPTANCE OF THIS LICENSE AGREEMENT AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AS A LICENSEE.
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