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License Agreement

Our lawyer says we need this...

THIS LICENSE AGREEMENT (this "Agreement") is made by and between Laffey Computer Imaging, a St. Louis, MO, company ("Licensor"), and the individual or entity desiring to install the software included with this Agreement or in respect of which this Agreement is presented ("Licensee"). By installing the copy of the software included with this Agreement or in respect of which this Agreement is presented to Licensee (the "Software"), Licensee agrees to and accepts each of the terms, conditions and provisions of this Agreement. If you do not agree to and accept each of the terms, conditions and provisions of this Agreement, you may not install or use, and must delete from your computer, the Software (and all other materials accompanying the Software).
1. Grant of License. Subject to the terms and conditions of this Agreement, Licensor grants Licensee a limited, perpetual, non-exclusive license to the object code version of the Software that permits Licensee to use the object code version of the Software on a single workstation identified by Licensee. Licensee may also use the documentation included with the Software (such as help files, release notes, and readme.txt files) (collectively, "Documentation") as is reasonable and necessary for Licensee to use the Software. The Software, and Documentation  are collectively referred to as the "Licensed Product".
2. Fees; Payment. In consideration of the grant of license rights under this Agreement, Licensee agrees to pay Licensor the fees established by Licensor at the time Licensee downloads or otherwise acquires the Licensed Product. Unless otherwise agreed in writing by Licensor, payment is due at the time Licensee downloads or otherwise acquires the Licensed Product. If Licensee fails to pay the amount due by the due date or if a payment made by check or credit card is refused or returned unpaid or stopped or disputed by Licensee, Licensor has the right to terminate this Agreement and Licensee's use of the Licensed Product immediately. All payments shall be in United States dollars. 
3. Support and Maintenance. Licensor shall NOT be required to provide any support or maintenace for Licensed Product. Licensed Product is provided as-is with no guarantee of future updates. Licensor, soley at his option, MAY provide updates or support, but no guarantee is made herein.
4. Acknowledgements. Licensee acknowledges that: (a) the Licensed Product is and shall remain the exclusive property of Licensor and Licensor's successors and assigns; (b) Licensee has no right or interest in the Licensed Product other than as expressly granted in this Agreement; and (c) any feedback or suggestions for improvements or enhancements given by Licensee to Licensor regarding the Licensed Product (collectively, "Feedback") does not give Licensee any rights in any release of the Licensed Product or require Licensor to implement Licensee's suggestions or other requirements in any release of the Licensed Product. 
5. Transfer of License; Copy Protection. Licensee may not rent, loan, transfer, sublicense, lease or otherwise distribute or operate the Licensed Product to or for the benefit of any third party. Licensee may not assign all or any part of its rights or obligations under this Agreement without Licensor's prior written consent and any attempt to the contrary will be void and a material breach of this Agreement. Licensor may withhold such consent in its sole discretion. Licensee shall not disclose, assign or transfer any copy control information (such as serial numbers or license keys) or attempt to defeat or circumvent any copy protection system or software intended to control installation, copying and other use of the Licensed Product. Notwithstanding the foregoing, Licensor may transfer the Licensed Product and assign all its rights under this Agreement without Licensor's prior consent if: (a) Licensee transfer all copies of the Licensed Product to the transferee; (b) Licensee ceases all use of the Licensed Product so transferred; and (c) the transferee assumes all of Licensee's obligations under this Agreement in a written agreement in form and substance acceptable to Licensor and duly executed by the transferee.
6. Other Requirements and Restrictions. 
(a) At the time of downloading or acquiring the Licensed Product and at the time of each request for support, Licensee must provide true, correct and accurate information to Licensor concerning Licensee's identity (such as name and address) and the location where the Software is to be or is installed.
(b) Customer shall not disclose to any third party any information concerning any user name, password or URL provided to Licensee to facilitate downloading of any copy of the Licensed Product. 
(c) Licensee may not reverse engineer, decompile, disassemble, modify or create derivative works of the Licensed Product or otherwise derive the source code to the Software. Without limiting the generality of the foregoing, Licensee shall not use a debugging tool to examine, operate or alter the Software or run the Software through a disassembly or source extraction system of any kind or create any derivative work of the Software. Licensee agrees that any information obtained in violation of the restrictions as set forth in this Section 6(c) will be confidential information automatically and irrevocably deemed assigned to and owned exclusively by Licensor. Licensee will ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the Licensed Product remain intact and clearly legible. Notwithstanding anything contained in this Agreement to the contrary, if Licensee is located in the European Union and Licensee determines that access to the source code to the Software is necessary to achieve interoperability of the Software with other programs, then Licensee may reverse engineer the Software provided that: (a) Licensor has not already made available to Licensee the information necessary to achieve interoperability; and (b) Licensee limits its reverse engineering activities to those parts of the Software which are necessary to achieve interoperability with such programs.
7. Copyright.
(a) The Licensed Product contains proprietary material of Licensor and/or material that other software and/or information suppliers have licensed to Licensor for use in the Licensed Product. This material is protected by copyright and other laws respecting proprietary rights. Licensor and/or the respective licensors retain all rights in the Licensed Product, including (without limitation) all copyright and other proprietary rights worldwide in all media. Licensee may not use the Licensed Product except as expressly permitted under this Agreement and under U.S. and/or other applicable copyright laws.
(b) While Licensee may make a reasonable number of copies of the Licensed Product solely for archival/back-up purposes, no part of the Licensed Product may be used, reproduced or duplicated in any medium or format beyond the express terms of this Agreement without prior written authorization from Licensor. Any use or reproduction not authorized by this Agreement is prohibited and terminates this Agreement.
(c) Licensee acknowledges that the Licensed Product and the licensed materials therein are highly proprietary in nature and that unauthorized copying, transfer or use may cause Licensor irreparable injury that cannot be adequately compensated for by means of monetary damages. Licensee agrees that any breach of this Agreement by Licensee may be enforced by Licensor by means of equitable relief (including, but not limited to, injunctive relief) without the necessity of posting any bonds in addition to any other available rights and remedies.
8. Term & Termination.
(a) Term. This Agreement shall commence on the date that you install the Software and remain in effect until terminated.
(b) Early Termination. If Licensee: (i) makes or distributes, or fails to prevent others under Licensee's reasonable control from making or distributing, copies of the Licensed Product (except as expressly permitted by this Agreement) or modifications or derivations thereof; or (ii) breaches any provision of this Agreement, then this Agreement shall terminate automatically. 
(c) Effect of Termination. Upon any termination of this Agreement, Licensee shall: (i) immediately discontinue use of the Licensed Product; (ii) remove the Licensed Product from Licensee's hardware; (iii) delete and destroy all copies of the Licensed Product in its possession or control; and (iv) no later than ten (10) days after Licensor's request, deliver a certificate to Licensor signed by Licensee (if an individual) or by a properly authorized officer of Licensee certifying that the foregoing have been performed. Sections 2, 4, 5, 6, 7, 8(c), 10, 11, 12 and 13 shall survive the termination or expiration of this Agreement for any reason in accordance with their respective terms. 
9. Disclaimer of Warranties. LICENSOR LICENSES AND PROVIDES THE LICENSED PRODUCT TO LICENSEE ON AN "AS-IS" BASIS. LICENSOR HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE LICENSED PRODUCT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE AND NON-INFRINGEMENT.
10. Limited Remedy. Licensee's sole and exclusive remedy for any damage or loss in any way connected with the licensing or use of the Licensed Product, whether or not by Licensor's breach of warranty, negligence or any breach of any other duty, will be replacement of defective media.
11. Limitations of Liability.
(a) General. IN NO EVENT WILL LICENSOR BE LIABLE FOR DAMAGES ARISING OUT OF THE USE OR LICENSING OF THE LICENSED PRODUCT OR ARISING UNDER THIS AGREEMENT, WHETHER IN TORT, CONTRACT OR OTHERWISE, TO LICENSEE OR ANY OTHER PERSON OR ENTITY.
(b) Consequential Damages, Etc. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, OR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, IMPAIRMENT OR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF WORK PRODUCT, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, DIRECT OR INDIRECT, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL REMAIN FULLY OPERATIVE EVEN IF THE LIMITED REMEDY SET FORTH IN SECTION 10 FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE HELD TO BE UNENFORCEABLE.
12. Export Regulations. The transfer of technology across national boundaries is regulated by the U.S. Government. Licensee agrees that Licensee shall not: (a) acquire, ship, transport, export or re-export the Licensed Product, directly or indirectly, into any country in violation of any applicable law (including, but not limited to, the United States Export Administration Act and the regulations promulgated thereunder); or (b) use the Licensed Product for any purpose prohibited by such laws.
13. Miscellaneous. 
(a) The Software and Documentation are, respectively "commercial computer software" and "commercial computer software documentation" as such terms are defined and used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202-1 through §277.7204-4, as applicable, if Licensee is a U.S. Government entity, Licensee's rights with respect to the Licensed Product are limited to those set forth in this Agreement.
(b) Interpretation. The validity, interpretation, rights and obligations of the parties and any dispute arising under this Agreement shall be governed by the laws of the Commonwealth of Missour applicable to contracts between residents of Missouri and wholly performed in Missouri. Neither the United Nations Convention on the International Sale of Goods, the 1974 Convention on the Limitation Period in the International Sale of Goods, nor any amendment or protocol to either of the foregoing shall apply to this Agreement or the activities undertaken under or in respect of this Agreement.
(c) Severability. If any provision of this Agreement shall be determined to be void, invalid, unenforceable or illegal for any reason, then the validity and enforceability of all the remaining provisions hereof shall not be affected thereby.
(d) Failure to Exercise Rights. The failure of either party to exercise any of its rights under this Agreement for a breach thereof shall not be deemed to be a waiver of any subsequent breach of the same or any other provision.
(e) Titles. The titles of the Sections of this Agreement are for convenience only and do not in any way limit or amplify the terms and conditions of this Agreement.
(f) Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter of this Agreement and supersedes any and all prior and contemporaneous understandings, statements, warranties, representations and agreements, both oral and written, with respect to the subject matter of this Agreement. This Agreement cannot be modified except in a writing signed by the party against whom enforcement is sought.

Please read the agreement and indicate your acceptance below. The fee for the DEMO version is $0.

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