License Agreement
ACCUSOFT CORPORATIONPRIZMDOC CELLS 'SHRINK-WRAP' LICENSE AGREEMENTPLEASE READ THIS LICENSE AGREEMENT ("AGREEMENT") WHICH GOVERNS YOUR RIGHT TO USE OF
PRIZMDOC CELLS ("PROGRAM"). YOU MUST ACCEPT THESE TERMS BEFORE YOU ARE PERMITTED TOINSTALL THE PROGRAM. YOU EXPRESSLY AGREE THAT YOU HAVE THE AUTHORITY TOCONTRACTUALLY BIND THE ORGANIZATION OR ENTITY YOU REPRESENT ("LICENSEE") TO BE BOUNDBY THESE TERMS.
BY DOWNLOADING THE Program FROM Accusoft AND THEN CONTINUING WITH THE INSTALLATIONAND USE OF PROGRAM, YOU AND LICENSEE AGREE TO BE BOUND BY THIS AGREEMENT. AND YOU
EXPLICITLY CONFIRM THAT YOU ARE ACCEPTING OUR PRIVACY POLICY. IF YOU HAVE ANYQUESTIONS ABOUT THAT POLICY, PLEASE EMAIL privacy@accusoft.com.
1. Background. Accusoft Corporation, a Florida corporation, ("Accusoft") is the owner of allright, title, and interest in the software system known as PRIZMDOC CELLS ("PROGRAM")and consisting of an installed front-end component plus either an installed back-end
component hosted by LICENSEE or back-end services known as Prizm Doc Hosted ("Service")
hosted by Accusoft. LICENSEE desires to receive and use a copy of Program under the terms
and conditions stated herein, for a commercial purpose under a Commercial License inEnterprise License Mode (Paragraph 2), Development License Mode (Paragraph 3) or, ISV
License Mode (Paragraph 4). LICENSEE may also have entered into a separate license
agreement with Accusoft. In that case, the terms of that separate license agreement shallgovern only where different from this AGREEMENT.
2. Enterprise Mode License. An Enterprise Mode license may be purchased throughinfo@accusoft.com. LICENSEE's permitted use of Program under the Enterprise Modelicense is then governed by this Paragraph 2, replacing Paragraphs 3 and 4, and all otherterms and Term are according to this Agreement. In that case, Accusoft grants to LICENSEE alimited, non-exclusive, non-assignable, non-transferrable license to install and use Programon one computer for one year beginning on the date the Enterprise Mode license ispurchased and as may subsequently be extended by Accusoft on LICENSEE's request("Term").
3. Development Mode License. A Development Mode license may be obtained throughinfo@accusoft.com. LICENSEE's permitted use of Program under the Development Modelicense is then governed by this Paragraph 3, replacing Paragraphs 2 and 4, and all otherterms and Term are according to this Agreement. In that case, Accusoft grants to LICENSEE alimited, non-exclusive, non-assignable, non-transferrable license to install and use Programon any number of computers for 30 days from date the Development License is obtained
and as may subsequently be extended by Accusoft on LICENSEE's request ("Term"). LICENSEE
acknowledges that Program operating under a Development Mode license adds awatermark to each page of documents as they are viewed, printed, exported or emailed.
LICENSEE agrees not to make any attempt to remove these watermarks and agrees not toattempt to modify the Program so it does not add these watermarks.
4. ISV Mode License. An ISV Mode license may be obtained through info@accusoft.com.
LICENSEE's permitted use of Program under the ISV Mode license is then governed by thisParagraph 4, replacing Paragraphs 2 and 3, and all other terms and Term are according tothis Agreement. In that case, Accusoft grants to LICENSEE a limited, non-exclusive, nonassignable, non-transferrable license to install and use Program on any number ofcomputers for one year from the date the ISV License is purchased and as may subsequently
be extended by Accusoft on LICENSEE's request ("Term"). LICENSEE acknowledges thatProgram operating under an ISV Mode license contacts an Accusoft server to record thenumber of transactions occurring. LICENSEE agrees not to make any attempt to modify theProgram so it does not contact an Accusoft server. LICENSEE may sublicense their ISV Modelicense provided LICENSEE's sublicensee agrees to these terms.
5. Error and Usage Reporting. LICENSEE acknowledges that Program includes an Error andUsage Reporting mechanism that may automatically exchange error and usage information
with an Accusoft server or servers over the Internet when a connection to the Internet isavailable.
6. Ownership. LICENSEE acknowledges and agrees that Accusoft owns all right, title andinterest in the Program, in all forms, including without limitation any and all worldwide
proprietary rights therein, including but not limited to trademarks, copyrights, patent rights,patent continuations, trade secrets and confidential information.
7. LICENSEE Service Restrictions
a. If LICENSEE's usage of Service exceeds their monthly transaction limit, LICENSEE agrees
that Accusoft may charge LICENSEE an additional monthly fee for overage transactions at
the same per transaction rate reached at their transaction limit.
b. LICENSEE agrees to indemnify and hold Accusoft harmless from any claim, action orproceeding arising in any way from LICENSEE's uploaded content or from LICENSEE's usageof uploaded content.
c. LICENSEE agrees to access or use Service solely via their licensed usage of Program.
d. LICENSEE agrees the Service account key allowing their licensed access to Service is
Proprietary Information of Accusoft as defined below, that they are responsible for thesecurity of Service account key, that they will only allow use of Service account key fromtheir licensed usage of Program installed on their one allowed licensed host and that they
will immediately notify Accusoft if they learn that their Service account key was used by anyother party in any other way.
e. LICENSEE is prohibited from reverse-engineering or hacking Service including Service API's(Application Programming Interfaces).
f. LICENSEE is prohibited from removing or obscuring Accusoft or PRIZMDOC CELLS marks.
g. LICENSEE agrees they will access or use Service only during Term and LICENSEE agrees todiscontinue all use of Service following Term and following termination of Agreement for
any other reason.
h. Transactions purchased in a Transaction Bucket do not expire based on time, except
Accusoft reserves the right with thirty days notice to cancel unused transactions in the caseof zero activity for 180 days, or if older than one year, or immediately if Service account isclosed or terminated per the terms of this Agreement.
8. Accusoft Service Obligations a. Accusoft will utilize its best efforts to ensure that Service isavailable to LICENSEE at all times.
b. All data communication between Program front-end and the Program Service back-end
can be encrypted via HTTPS protocol.
c. Uploaded content, and cached converted content, is encrypted while it resides on theService host filesystem.
d. Accusoft will limit access to Service hosts to necessary Accusoft employees.
9. Other Restrictions and Reservations. All rights and licenses not expressly granted toLICENSEE are reserved to Accusoft. LICENSEE shall not disassemble, decompile, decrypt orreverse engineer (except reverse engineering for the purpose of debugging modifications
made by LICENSEE to LGPL-licensed portions of the Program) the Program or in any mannerattempt to discover or reproduce the source code or any other copyrightable aspect of theProgram, or any portion thereof. With an Evaluation Mode Limited License:a. LICENSEE is strictly prohibited from reproducing, copying, marketing, selling, distributing,licensing, sublicensing, leasing, timesharing or renting the Program or any component
thereof, andb. LICENSEE is strictly prohibited from any commercial use of the Program, and such actions
are expressly prohibited, andc. LICENSEE is strictly prohibited from incorporating or including the Program or any
component thereof, in whole or part, into or as part of any product or service of LICENSEE
regardless of functionality of Program (or lack thereof) within or as part of such product orservice, andd. LICENSEE is strictly prohibited from using the Program, directly or indirectly, in developing
LICENSEE's own product with, or including, similar functionality, ande. LICENSEE is strictly prohibited from making any copies of the Program for any purposewhatsoever.
10. Warranty Disclaimer. LICENSEE ACKNOWLEDGES AND AGREES THAT THE PROGRAM ISPROVIDED "AS IS." ACCUSOFT DISCLAIMS ANY AND ALL REPRESENTATIONS AND
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TOTHE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
AGAINST INFRINGEMENT.
11. Limitation of Liability. ACCUSOFT SHALL HAVE NO LIABILITY TO LICENSEE, LICENSEEAFFILIATES, SUBSIDIARIES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES,REPRESENTATIVES OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, NEGLIGENCE ORPRODUCTS LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO,LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOST DATA, LOST FILES, OR FOR ANYDIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ORNATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH USE OF OR INABILITY TOUSE THE PROGRAM, OR THE PERFORMANCE OR OPERATION OF THE PROGRAM, EVEN IFACCUSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Indemnification by LICENSEE. LICENSEE SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND
ACCUSOFT FOR ANY LOSS, CLAIM, ACTION OR PROCEEDING THAT ARISES OR RESULTS FROMANY ACTIONS OR OMISSIONS OF LICENSEE PERTAINING TO THE PRODUCT OR FROMLICENSEE USAGE OF PROGRAM NOT PERMITTED BY THIS AGREEMENT.
13. Termination. This Agreement and the limited license shall expire at midnight on the last dayof the Term. This Agreement shall also terminate immediately upon LICENSEE'S breach ofany provision of this Agreement. Upon expiration or termination of the Term or any othertermination, LICENSEE shall have no license or rights whatsoever in or regarding theProgram, shall immediately cease to use the Program, and shall uninstall the Program fromLICENSEE's and any other computers, and shall destroy all copies of the Program, unlessLICENSEE has entered into a separate Accusoft license agreement for the Program signed byan authorized representative of Accusoft. In the event of any termination for any reason all
sections of this Agreement survive except Paragraphs 2, 3, and 4.
14. Confidentiality. LICENSEE acknowledges that the Program contains Accusoft know-how,confidential and trade secret information ("Proprietary Information"). LICENSEE agrees: (a)to hold the Proprietary Information in the strictest confidence, (b) not to, directly or
indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish,disclose, cause to be disclosed, or otherwise transfer the Proprietary Information to any
third party, (c) not to make use of the Proprietary Information other than for usage ofProgram as permitted by this Agreement and (d) to disclose the Proprietary Information only
to LICENSEE's representatives requiring such material for effective performance of thisAgreement and who have undertaken an obligation of confidentiality and limitation of use
consistent with this Agreement. This obligation shall continue as long as allowed underapplicable law.
15. Injunctive Relief. LICENSEE agrees that any violation or threat of violation of this Agreement
will result in irreparable harm to Accusoft for which damages would be an inadequate
remedy. Therefore, in addition to its rights and remedies available at law (including but notlimited to the recovery of damages for breach of this Agreement), Accusoft shall be entitledto immediate injunctive relief to prevent any violation of Accusoft's copyright, trademark,trade secret rights regarding the Program, or any violation of this Agreement, including, but
not limited to, unauthorized use, copying, distribution or disclosure of or regarding theProgram, as well as any other equitable relief as the court may deem proper under thecircumstances.
16. Liquidated Damages. In the event LICENSEE other than as granted by this Agreement andother than granted by a separate Accusoft license agreement for Program (a) copies theProgram, (b) uses the Program for any reason other than the Purpose, (c) installs or uses theprogram on more than a single computer or (d) otherwise violates or breaches thisAgreement or separate Accusoft license agreement for Program, LICENSEE agrees thatAccusoft is entitled to obtain as liquidated damages and not as a penalty the then current
published quantity one list price for each unlicensed copy of Program distributed, copied or
installed other than as granted by this Agreement or other Accusoft license agreement for
Program. THE LICENSEE EXPRESSLY AGREES THAT THE FOREGOING LIQUIDATED DAMAGESARE NOT A PENALTY.
17. No Reduced Pricing. In any determination of Accusoft's damages (whether liquidateddamages or actual damages), or any determination of any licensing fees or royalties dueAccusoft under this Agreement due to a breach by LICENSEE hereunder, LICENSEE shall not
be entitled to any discounts (volume or otherwise) or reduced licensing fees or royalties.
Further, LICENSEE agrees that it shall not be entitled to reduced licensing fees or royalties
when determining Accusoft's damages due to any undertaking or activity by LICENSEE
regarding the Program outside of or exceeding the scope of permission or Purpose of thisAgreement, or LICENSEE's actions otherwise in violation of this Agreement, other than as
may be granted by a separate Accusoft license agreement for Program.
18. Attorneys' Fees and Costs. In the event of any lawsuit or other proceeding brought as aresult of any actual or alleged breach of this Agreement, to enforce any provisions of thisAgreement, or to enforce any intellectual property or other rights in or pertaining to theProgram, the prevailing party shall be entitled to an award of its reasonable attorneys' feesand costs, including the costs of any expert witnesses, incurred at all levels of proceedings.
19. Governing Law. This Agreement shall be construed, governed and enforced in accordancewith the laws of the State of Florida, without regard to any conflicts of laws rules. Any action
related to or arising out of this Agreement will be brought solely in the state court sitting in
Hillsborough County, Florida or in the federal courts in the Middle District of Florida, Tampa
Division, and LICENSEE consents to the exclusive jurisdiction and venue of said courts.
20. Severability. If any provision of this Agreement is determined to be invalid by any court of
final jurisdiction, then it shall be omitted and the remainder of the Agreement shall continue
to be binding and enforceable. In addition, the Court is hereby authorized to enforce any
provision of the Agreement that the Court otherwise deems unenforceable, to whateverlesser extent the Court deems reasonable and appropriate, rather than invalidating theentire provision. Without limiting the generality of the foregoing, LICENSEE expressly agrees
that should LICENSEE be found to have breached the Agreement, under no circumstances
shall LICENSEE be entitled to any volume or other discount, or reduced licensing fee or
royalty in the determination of Accusoft's damages, or otherwise in the determination of
any licensing fee or royalty owed to Accusoft.
21. Government Rights. The Program and accompanying documentation have been developed
at private expense and are sold commercially. They are provided under any U.S. government
contracts or subcontracts with the most restricted and the most limited rights permitted bylaw and regulation. Whenever so permitted, the government and any intermediaries willobtain only those rights specified in Accusoft's standard commercial license. Thus, theProgram referenced herein, and the documentation provided by Accusoft hereunder, which
are provided to any agency of the U.S. Government or U.S. Government contractor orsubcontractor at any tier shall be subject to the maximum restrictions on use as permitted
by FAR 52.227-19 (June 1987) or DFARS 227.7202-3(a) (Jan. 1, 2000) or successor
regulations. Manufacturer is Accusoft Corporation, 4001 N. Riverside Drive Tampa, FL 33603.
22. Entire Agreement. This Agreement represents the entire understanding of the parties
concerning the subject matter hereof and supersedes all prior communications andagreements, whether oral or written, relating to the subject matter of this Agreement. Onlya writing signed by the parties may modify this Agreement. In the event of any modificationin writing, of this Agreement, including an expanded Accusoft license agreement for
Program, all unmodified, non-conflicting sections of this Agreement survive.
23. Contact Us. Should you have any questions concerning this Agreement, or if you need tomodify this Agreement, or if you have an Evaluation Mode Limited License and you need touse Program for a different purpose than Purpose such as a commercial purpose, or if youdesire to contact Accusoft for any other question or reason, please contact Accusoft at 1813-875-7575 or at info@accusoft.com.
24. Third Party Notices. See THIRD-PARTY.md in the root of the docker image.
Agreement Version: 05222019