PROFESSIONAL END USER LICENSE AGREEMENT
This Professional End User License Agreement ("Agreement") is made between Automated Architecture Inc. ("Licensor"), a Virginia corporation having an address at 1660 Parkcrest Cir #200 Reston VA 20190-4948 and You and is effective as of the Effective Date (as defined below).
Carefully read all of the agreement's terms and conditions before proceeding.
By clicking on the "accept" button in response to the electronic license acceptance query or by otherwise exercising any rights provided below, you agree that you have read and understand this Agreement and are consenting to be bound by this Agreement.
If you do not agree to the terms of this Agreement, then do not use the Software (as defined below)
ARTICLE I - DEFINITIONS
1.1 "Software" means the accompanying software product offered by Licensor available under the name "Blue Ink."
1.2 "You," "you," and "Licensee" means you. If the accompanying software is being used on behalf of a corporation or other legal entity, then the terms "You," "you," and "Licensee" shall be understood to refer to such legal entity and you represent that you are acting on behalf of such legal entity and are authorized to accept these terms and conditions on its behalf.
1.3 "Effective Date" means the date you first click the "accept" button or first exercise any of the rights granted herein, whichever is earlier.
1.4 "Database Table" means a structured definition of columns into which rows of data may be placed that can be accessed by the Software.
1.5 "Database" means a collection of Database Tables that can be accessed via the Software.
1.6 "Project" means an endeavor undertaken to create a product or service that provides a benefit to a specific organization or person and which provides a unique end result. For purposes of this article, a "unique end result" means that that the end result is different than the results of other functions of the organization or person.
ARTICLE II - LICENSE GRANT
2.1 Provided that the payment pursuant to Article 5.1 is received by Licensor, Licensor hereby grants to you a nonexclusive license to use the Software in accordance with the terms and conditions of this Agreement in conjunction with a single Project comprising a single Database containing no more than eighty (80) Database Tables.
2.2 This license authorizes you to use the Software solely in accordance with this Agreement. You shall not sell, lease, assign, transfer, sublicense, disseminate, modify, translate, duplicate, reproduce or copy the Software (or permit any of the foregoing). You shall not reverse assemble or reverse compile or otherwise attempt to create the source code from the Software.
ARTICLE III - REPRESENTATIONS AND WARRANTIES
3.1 You represent and warrant that you will use the Software only with a single Database and the Database will contain no more than eighty (80) Database Tables.
3.2 You agree that you will not use the Software with more than one Database or with any Database containing more than eighty (80) Database Tables without first entering into a new agreement with Licensor that expressly allows for such use and paying all fees and charges specified in that new agreement. You agree that use of the Software in violation of this provision is a material breach of this Agreement justifying termination of this Agreement which would preclude you from using the Software for any purpose.
3.3 You represent and warrant that you will use the Software only for a single Project. You agree that you will not use the Software with more than one Project without first entering into a new agreement with Licensor that expressly allows for such use and paying all fees and charges specified in that new agreement. You agree that use of the Software in violation of this provision is a material breach of this Agreement justifying termination of this Agreement which would preclude you from using the Software for any purpose.
ARTICLE IV – OWNERSHIP AND INTELLECTUAL PROPERTY
4.1 You acknowledge that the Software, including the related documentation and any new releases, modifications and enhancements thereto, is owned by Licensor and is protected by United States copyright laws, patent laws, and/or international treaty provisions. Therefore, you may not make, use, copy, sell, offer for sale, import, or distribute the Software without authorization. This Agreement authorizes you to use the Software solely as specified above.
4.2 All code generated at any point by the Software or any products developed with the Software will be owned by you.
ARTICLE V - PAYMENT TERM
5.1 In consideration of the licenses granted, you will pay to Licensor:
(a) the amount listed for a Professional End User License as listed at http://www.blueink.biz/BlueInk_Pricing.aspx or other such locations as specified by Licensor if the Database whose use is licensed by this agreement was not previously covered by a license with Licensor; or
(b) the amount listed for a Professional End User License Upgrade as listed at http://www.blueink.biz/BlueInk_Pricing.aspx or other such locations as specified by Licensor if the Database whose use is licensed by this agreement was previously covered by a license with Licensor under the Basic End User License Agreement, the Free End User License Agreement, or the Evaluation End User License Agreement.
This payment is due immediately upon acceptance of the agreement.
5.2 Failure to make the full payment according to Article 5.1 within 30 days of acceptance of the agreement will be considered a material breach of the agreement. Licensee agrees that any payments made after 30 days will be subject to an interest charge of 1.5% per month on the outstanding balance.
ARTICLE VI - TERM AND TERMINATION
6.1 This license is indefinite provided that you remain in compliance will all terms of this agreement.
6.2 Licensor may immediately terminate this license upon notice if you materially breach any of the terms of this Agreement, and the breach is not cured within 30 days of notice to you of such breach. Upon termination of this Agreement, you shall immediately delete the Software from your computer equipment or storage device.
ARTICLE VII – DISCLAIMER OF WARRANTIES
7.1 Licensor does not guarantee service results or represent or warrant that the Software will be completely error free. The program is provided by Licensor "as is." Licensor hereby disclaims all warranties of any nature, express, implied or otherwise, or arising from trade or custom, including any implied warranties of merchantability, noninfringement or fitness for a particular purpose.
ARTICLE VIII – LIABILITY AND INDEMNIFICATION
8.1 You alone shall be responsible for the supervision, management and control of your use of the Software and related products and documentation. You hereby indemnify and hold harmless Licensor against any loss, liability, damages, costs or expenses suffered or incurred by Licensor at any time as a result, of any claim, action or proceeding arising out of or relating to your use, operation or implementation of the Software.
8.2 Licensor will not be responsible, and neither you nor any of your officers, directors, customers, agents or employees will have any recourse against Licensor, for any loss, liability, damages, costs or expenses which may be suffered or incurred at any time by any of them as a result of your reliance upon or use of the Software, or as a result of any claim, action or proceeding against any of them arising out of or relating to the use of the Software, or as a result of your defense of any such claim, action or proceeding.
8.3 Licensor will not be liable for damages of any kind, including general, direct, special, incidental, and consequential damages, resulting from or arising out of this agreement or your use of the Software.
ARTICLE IX – GOVERNING LAW AND JURISDICTION
9.1 This Agreement and any disputes arising hereunder shall be governed by the laws of the State of Virginia, without regard to conflicts of laws principles. Application to this Agreement of the Uniform Computer Information Transactions Act of Virginia (Va. Code Ann. § § 59.1-501.1 - 59.1-509.2) and of the U.N. Convention on Contracts for the International Sale of Goods is expressly disclaimed.
9.2 Any disputes relating to this agreement will be resolved exclusively in the Courts of Virginia and you expressly agree to jurisdiction in the Courts of Virginia.
ARTICLE X – INTEGRATION
10.1 This Agreement contains the entire agreement between the parties. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
ARTICLE XI – ASSIGNABILITY
11.1 Neither this Agreement nor the license granted hereby is assignable or otherwise transferable by Licensee without prior written consent of Licensor.
ARTICLE XII – MARKETING USE
12.1 You agree to allow your name to be listed as a customer on Licensor's website and in other marketing materials. If the accompanying software is being used on behalf of a corporation or other legal entity, then only the name of such legal entity will be used.
ARTICLE XIV – SOFTWARE UPDATES
14.1 Licensor may, in its discretion, issue updates, corrections, and new releases ("Updates") to the Software. Licensor Architecture is not responsible for any damages suffered as a result of issuing an Update. If Licensor chooses to issue an Update, the terms of this License shall apply to such Update and the Update shall be treated as Software. You understand and agree that an Update may require that you agree to additional or revised terms and conditions as a condition of use of the Update. Licensor shall have no obligation to provide Updates, maintenance, or support to you or any person to whom you provide access to the Software.
ARTICLE XV – NOTICES
15.1 All notices shall be given electronically, with notices to you being sent to the electronic mail address which you furnish at the time you install the Software and notices to Licensor being sent to firstname.lastname@example.org.
ARTICLE XVI– EXPORT CONTROL
16.1 All obligations to furnish the Software under this Agreement are subject to U.S. Export Control Laws and Regulations. Licensee agrees to comply fully with all applicable laws and regulation. Licensee recognizes that any reexport of the Software or the export of the direct product of the Software may be subject to U.S. export control laws and regulations and agrees to comply with such laws and regulations prior to undertaking any such reexports or exports, to the extent, of course, such actions are expressly authorized under the terms of this Agreement. Licensee recognizes that its obligations to comply wit U.S. Export control laws and regulations survive the termination and expiration of the Agreement. Licensee further recognizes that U.S. export control laws and regulations are subject to change and agrees to comply with any such changes.
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