LICENSING AGREEMENT & TERMS
This AGREEMENT (this "Agreement") is by and between the Licensee of certain SLN Network fillable legal form software packages (such person referred to hereinafter as "Licensee"), and SLN Network, Ltd., an Ohio limited liability company (hereinafter "SLN").
WHEREAS, Licensee has been formally trained in the business of offering document preparation assistance services to the general public and desires to enter into a contract with SLN so as to be able to purchase from SLN certain SLN fillable legal form software packages (hereinafter referred to as "the Software") and a license to use and employ the same when providing its customers or clients with document preparation services.
NOW, THEREFORE, in consideration of the mutual promises of the parties and the expected benefits arising to each under this Agreement, Licensee and SLN enter into this Agreement as follows:
1. Grant of License.
(a) SLN 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 SLN is free to issue similar licenses to other document preparation businesses, lawyers, law firms, and paralegal-based businesses.
(b) As a condition to the grant of this License, Licensee agrees to pay to Standard Legal Network, 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 SLN 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 SLN if Licensee materially breaches this Agreement or takes any action in derogation of SLN's rights to the Software. SLN may terminate this Agreement should any the Software become, or in SLN'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 SLN.
(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.
(a) The Software provided to Licensee under this Agreement is licensed, not sold, to Licensee by Standard Legal Network, and SLN 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 SLN'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 SLN 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 SLN'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 SLN, 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 SLN 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 SLN 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 SLN institutes or initiates any proceedings to enforce the terms of this Agreement, Licensee shall pay and/or reimburse SLN for all costs, fees and expenses associated with such enforcement, including any attorney fees incurred by SLN as a result thereof.
5. Limited Warranty. The Software is provided "AS IS." Licensee's exclusive remedy and SLN's entire liability under this limited warranty will be, at SLN'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 SLN 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 SLN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will SLN'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 SLN, 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 SLN has merely sold Licensee a license to use SLN's fillable legal form the Software and that Licensee alone is responsible for products and services offered by Licensee to its customers and clients. SLN 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 SLN 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 SLN provided any direction, guidance or advice (nor has the same been sought) as it pertains to any service offered by Licensee. SLN does not and cannot be responsible for any representation or promise made by Licensee to any of Licensee's customers or clients, as SLN 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 SLN is not engaged in rendering legal advice.
In no event shall SLN 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 SLN, 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 SLN, 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 SLN 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 SLN in any dealings, transactions, or activities arising from this contract. Licensee has no authority to bind SLN by any promise, representation, or statement unless SLN 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 SLN is provided to Licensee with unrestricted access immediately upon completion of the transaction and/or upon delivery of a content CD, that 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 SLN 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) SLN for any charge back fees issued to SLN 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 SLN Software, and should said card company, merchant or other source thereafter impose any fee or amount to SLN at the request of said Licensee for or as a result of the purchase of the Software, Licensee shall reimburse SLN for the refund amount plus the said charge back fee or amount. By purchasing any Software or License product from SLN, the Licensee expressly authorizes SLN 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 SLN 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 SLN 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 SLN 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 SLN 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 SLN.
(g). This Agreement will be governed by the laws of the State of Ohio 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 Cuyahoga County, Ohio and the federal courts in the Northern District of Ohio, 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.