Legal Requirements for Business Records (LICENSE AGREEMENT - PLEASE READ CAREFULLY)
This agreement between you ("Purchaser") and Information Requirements Clearinghouse, Inc. ("Developer") governs the Purchaser's use of Legal Requirements for Business Records software and data ("Legal Requirements for Business Records") and establishes the relationship and rights between the Purchaser and Developer.
1. Ownership and Copyright. Legal Requirements for Business Records is owned by the Developer, and no right of ownership is transferred to the Purchaser by this agreement. Except as set forth in this agreement, the Developer retains all ownership and other rights in Legal Requirements for Business Records, including without limitation, all rights in the source code, compiled code, object code, data structures, data, text, screen design and layout, graphics, written documentation, and all other attributes of any kind, whether such rights are granted by the law of the United States or any state in the United States, including common law, the law of any other national or international jurisdiction, or by international treaty or convention.
All use, reproduction, transfer, sale, reverse engineering, decompiling, disassembly, unencryption, export or other handling of this software, including any text and data contained in it as databases, help files, notes or other data structures, text and data exported from it as reports or files, or text and data related to it to it as manuals or other documentation, are prohibited by this agreement except as expressly authorized herein by the Developer.
2. Warranty of Valid License for the Use and Distribution License of Folio Views®. Legal Requirements for Business Records uses the Folio Views software product to search and display infobases developed using Folio Publisher and Builder. Developer warrants that all Folio Views files distributed with Legal Requirements for Business Records have been prepared and distributed by Developer under the terms of a valid license purchased from Folio, Inc., or its successor company.
3. Grant of License. The Developer grants to the Purchaser, including the Purchaser's agents and employees while engaged in their duties on behalf of the Purchaser, a nontransferable and nonexclusive license to use Legal Requirements for Business Records to develop, manage, implement and update the Purchaser's legal research for the exclusive use of the Purchaser's organization, including a license to use Legal Requirements for Business Records to print and distribute within the Purchaser's organization any reports, legal citations or text permitted by this product.
Data, conclusions or other information contained in, derived from or exported by Legal Requirements for Business Records or any report or file generated by it may be distributed only within the Purchaser's own organization solely for the purposes authorized by this Grant of License. Resale or transfer of any data or conclusions contained in or derived from Legal Requirements for Business Records, or any report or file generated by or derived from Legal Requirements for Business Records, to parties outside of the Purchaser's organization, or use of Legal Requirements for Business Records or any report or file generated by it by parties outside of the Purchaser's organization is prohibited.
The Purchaser is granted a nontransferable, nonexclusive license to place one copy of the enclosed Legal Requirements for Business Records software on one stand-alone computer. Placement of Legal Requirements for Business Records on a network is licensed if Legal Requirements for Business Records is placed on the network as a single user program in one directory on one hard drive, and simultaneous access by more than one user is precluded. The Purchaser may keep a copy of Legal Requirements for Business Records on floppy disks or other portable media solely for backup or archival purposes.
For Network / Multi-User Version Only: Developer grants Purchaser a nonexclusive, nontransferable license to place one copy of the network version of Legal Requirements for Business Records on one computer network and to allow two or more individuals to use Legal Requirements for Business Records on the network simultaneously, solely for the purposes set forth in this Grant of License and subject to all other terms and conditions set forth herein.
4. Scope of Legal Research. Developer shall, at its sole discretion, determine the scope of the legal research included with Legal Requirements for Business Records.
5. Limited Warranty. The Developer warrants that Legal Requirements for Business Records will perform substantially in accordance with its advertising and accompanying written documentation for a period of 30 days from the date of receipt. This warranty is void if failure of Legal Requirements for Business Records results from accident, abuse or misapplication. Some states do not allow limitations on the duration of a warranty so this limitation may not apply to you.
6. Customer Remedies. If Legal Requirements for Business Records fails to perform in compliance with the limited warranty, the Developer's entire liability and the Purchaser's exclusive remedy shall be, at the Developer' option, either (a) return of the purchase price or (b) repair or replacement of any copy of Legal Requirements for Business Records that does not meet the terms of the limited warranty. Any replacement copy of Legal Requirements for Business Records will be warranted for the remainder of the original warranty or 30 days, whichever is longer.
7. Disclaimer of Warranties. THE DEVELOPER DISCLAIMS ALL WARRANTIES NOT INCLUDED IN THIS LICENSE AGREEMENT, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE, TEXT, DATA, AND ACCOMPANYING WRITTEN DOCUMENTATION.
8. Errors or Omissions. The Developer has made every effort to ensure the completeness, accuracy and error-free operation of Legal Requirements for Business Records. However, because of the complexity of computer hardware and software, and of legal research, the Developer cannot warrant that operations using Legal Requirements for Business Records will be uninterrupted or error free, or that conclusions generated by the software will be accurate. The Developer recommends that legal counsel review all records retention conclusions and that you verify the accuracy of all information provided with or generated by Legal Requirements for Business Records.
9. No Liability for Consequential Damages. In no event will the Developer be liable for any damages whatsoever including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary losses, or damages arising out of litigation or governmental investigation, or arising from the use or inability to use this product, regardless of any notice given to the Developer about the possibility of such damages. Some states do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.
10. Choice of Law. This Agreement is governed by the laws of the State of Colorado.
11. Nature of Services. Legal Requirements for Business Records, including the software, data, text and accompanying written documentation, is designed to provide the Purchaser with tools to perform legal research on subjects related to records and information management. The Developer is not engaged in providing legal, accounting or other professional services. All legal decisions and conclusions should be made in consultation with qualified legal counsel.
12. Annual Subscription Service. The purchase of Legal Requirements for Business Records includes the Annual Subscription Service only if the Annual Update Service has specifically been purchased or included with the initial purchase. The License Agreement in effect during the duration of the Annual Subscription Service determines the terms and conditions that apply to the use of Legal Requirements for Business Records.
Purchasers of the Legal Requirements for Business Records Annual Subscription Service receive periodic updates to the software, data and documentation, access to the Legal Requirements for Business Records Internet site for updates and support, and telephone support during normal business hours. Updates to the software, data and documentation will be prepared and distributed by the Developer quarterly (January, April, July, October) to Purchasers with a current Annual Subscription Service. The Developer, at its sole discretion, shall determine whether to distribute updates by CD-ROM, the Internet, electronic mail, or other means designed to provide Purchase reasonable access to the updates.
A subscription is current if payment has been received for the Annual Subscription Service that extends the subscription to the first day of the quarter in which the update is released. Developer may, at its sole discretion, also provide updates to Purchasers who are not current if there is a reasonable expectation that the subscription will become current in the near future.
The Developer recommends that you purchase and renew the Annual Update Service in order to receive these services.
13. Technical Support. Developer will provide telephone Technical Support to Purchasers with a current Annual Subscription Service. Technical Support is restricted to Legal Requirements for Business Records installation, operation, philosophy and other problem resolution related specifically to Legal Requirements for Business Records software. Developer, at its own discretion, will modify reports for Purchase as part of the Technical Support for minor or simple changes requested by Purchaser.
Technical Support does not include Purchaser problems related to hardware, operating systems, networks or software products other than Legal Requirements for Business Records. Developer recommends that Purchaser consult with its organization's internal information technology or information systems representatives for assistance with resolving these types of problems. Developer, at its sole discretion, may suggest solutions to these other problems when it appears that these problems interfere with the successful installation or operation of Legal Requirements for Business Records. Purchaser assumes all risks and consequences when it follows these suggestions or makes changes to the hardware, operating system, network or other software products.
14. Severability. If any one or more of the provisions of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired in any way thereby.
15. Acknowledge and Acceptance. The Purchaser or the Purchaser's agent acknowledges that he/she has read this agreement, understands it and agrees to be bound by its terms and conditions. Purchaser further agrees that this agreement is the complete and exclusive statement of the agreement between the Purchaser and Developer, and that it supersedes any proposal, advertisement or other prior agreement, oral or written, as well as any subsequent proposals (including purchase orders, subscription renewals, and any accompanying additional proposed terms and conditions) submitted after the initial date of purchase. No dealer or reseller may modify this agreement. This agreement may only be modified by a written agreement approved and signed by the developer.
Donald S. Skupsky, President
Developer and Purchaser.
Information Requirements Clearinghouse, Inc.
5600 South Quebec Street, Suite 250-C
Englewood, Colorado 80111
Phone: (303) 721-7500
Fax: (303) 721-8849
November 29, 2010