Terms of Use
eLock Doc End User License Agreement
(Last Updated September 12, 2017)
IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEB SITE (elockdoc.com). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND THE COMPANY AUTHORIZED TO SELL ELOCK DOC. (“eLock Doc” or “Licensor”). BY SUBSCRIBING TO ELOCK DOC YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY ELOCK DOC THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.
eLock Doc vendors are not allowed to use the Software (as defined below) without the express permission of eLock Doc. If you or the company you represent is a Document Management System vendor, you may not purchase a license for or use the Software unless you contact eLock Doc directly and obtain permission.
This is a license agreement and not an agreement for sale.
eLock Doc is a software as a service (SaaS) solution that provides document management, forms management, inventory management and reports management functionality to its users.
Article I of this Agreement contains defined terms.
Article II of this Agreement governs the licensing of eLock Doc to the Licensee
Article III of this Agreement governs Licensee usage of Integrated Products
Article IV of this Agreement governs Pricing, Payments, Transactions and Taxes
Article V of this Agreement contains the General Terms.
I. CERTAIN DEFINITIONS
“Authorized End Users” means Your own end-user licensees, each of whom is authorized to use eLock Doc solely as part of Your “Tenant(s)” and any “Integrated Products” pursuant to an end-user license that meets the requirements of this Agreement.
“Tenant” means You have branded and/or customized eLock Doc to suit specific needs of you your Your customers within the functional constraints of the eLock Doc platform.
“Integrated Products” means content, forms and/or reporting solutions developed by You for use with the eLock Doc platform. “Integrated Products” as defined herein, are limited to eLock Doc components which: (i) are developed by Your Licensed Developers, and (ii) add content, forms, and/or reports beyond the functionality provided by the incorporated components of the Software.
“Source Code” means software, database and/or customizations that make up the eLock Doc Software, excluding “Integrated Products” developed by You.
“Licensed Developer” means one of Your employees or third-party consultants authorized to develop components specifically for You using the Software in accordance with this Agreement.
“Software” means the eLock Doc Software Platform.
“Subscription Period” means the applicable period from the date on which You purchase the license for the Software, for which You have purchased updates and support.
“Telerik Reporting Software” means the Telerik computer software identified as Telerik Reporting and any updates, upgrades, modifications and error corrections thereto provided to Licensee.
“Form Builder SDK” means the integrated form builder provided by eLock Doc You use to create electronic form solutions as “Integrated Products”.
“Report Builder SDK” means the integrated report builder and data layer API provided by eLock Doc You use to create reporting solutions as “Integrated Products”.
II. ELOCK DOC SOFTWARE
Subject to the terms of this Agreement, eLock Doc hereby grants to You the following limited, non-transferable, perpetual, worldwide, royalty-free, non-exclusive licenses to use eLock Doc Software solely as specified in this Agreement Any and all rights in the eLock Doc Software not expressly granted to You hereunder are reserved in all respects by eLock Doc. Except as expressly granted in this Agreement, You are not licensed to use, copy, modify, or distribute copies of all or any portion of the eLock Doc Software.
1. Development License Grants for eLock Doc Software
1.1 eLock Doc Software Developer License Grant. Subject to the terms and conditions set forth in this Agreement, Your Licensed Developers may use the eLock Doc Software to create business solutions using the form builder SDK and/or the report builder SDK in accordance with Section 5.3 only in the development of Your Integrated Products.
1.2 eLock Doc Software Developer Scope of Use. Your number of Licensed Developers must correspond to the maximum number of “Developer Users Licenses” You have purchased from eLock Doc hereunder. This means that, at any given time, the number of Licensed Developers cannot exceed the number of developer user licenses that You have purchased from eLock Doc and for which You have paid eLock Doc all applicable license fees pursuant to this Agreement. The eLock Doc Software is in “use” on a computer so long as the developer account is active. Your Licensed Developers may use the eLock Doc Software on multiple machines, so long as it is not being used simultaneously for development purposes at any given time by more Licensed Developers than You have licensed.
2. eLock Doc Software User License Grant. Subject to the terms and conditions set forth in this Agreement, Your Users may use the eLock Doc in accordance with Section 5.3. Users may also use Your “Integrated Products” in accordance with terms agreed between You and Your Customers in accordance with Section 5.3.
2.1 Integrated Product User License (IPU). Subject to the terms and conditions set forth in this Agreement, IPU license may be applied to users that use eLock Doc with one or more of Your “Integrated Products” ONLY. Users with IPUs that have been found to use eLock Doc for reasons other than Your “Integrated Products” will be subject to the standard user license terms.
2.2 eLock Doc Software User Scope of Use. Your number of Users must correspond to the maximum number of “Users Licenses” You have purchased from eLock Doc hereunder. This means that, at any given time, the number of Licensed Users cannot exceed the number of user licenses that You have purchased from eLock Doc and for which You have paid eLock Doc all applicable license fees pursuant to this Agreement. The eLock Doc Software is in “use” on a computer so long as the user account is active. Your Licensed Users may use the eLock Doc Software on multiple machines, so long as it is not being used simultaneously for operational purposes at any given time by more Licensed Users than You have licensed.
3. Report Designer License
Subject to the terms and conditions set forth in this Agreement, You must contact Telerik directly to obtain such a Report Designer license.
4. Redistribution
4.1 License for Redistribution. You may distribute the eLock Doc Software for use solely in conjunction with Your Integrated Products, to Your Authorized End Users only pursuant to an end-user license that meets the requirements of this Section. You are not permitted to distribute the eLock Doc Software pursuant to this Section: as a standalone product; or as a part of any product other than Your Integrated Product. Your end-user license agreement must: impose the limitations set forth in this paragraph on Your Authorized End Users; prohibit distribution of the eLock Doc Software by Your Authorized End-Users; limit the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibit any attempt to disassemble the code, or attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of the eLock Doc Software, except to the limited extent as is permitted by law notwithstanding contractual prohibition. Notwithstanding the foregoing, You may distribute Your Integrated Product to Your employees without an end user license agreement, however, you are solely liable and responsible for such employees’ compliance with the end user license requirements set forth in this section. For avoidance of doubt, Your Authorized End Users are not permitted to use the eLock Doc Software, or any portions thereof, for software development or application development purposes unless they also purchase a separate developer user license from eLock Doc for each of the users.
4.2 License Limitations
4.2.1 You must ensure that the eLock Doc Software is not distributed in any form that allows it to be reused by any application other than Your solution. Please contact [email protected] for any additional questions.
4.2.2 You must include a valid copyright message in Your Integrated Products in a location viewable by Authorized End-Users (e.g. “About” box) that will serve to protect eLock Doc’s copyright and other intellectual property rights in the Software.
4.2.3 You agree to display the “powered by eLock Doc” logo in the footer of the eLock Doc Software.
4.2.4 You must have a valid eLock Doc Software Development license as specified in section 1.
5. Support, Updates and Source Code for eLock Doc Software
During the Subscription Period, You are entitled to updates for the eLock Doc Software as a Service.
5.1 eLock Doc Support. Licensed developer users are entitled to platform support for the eLock Doc Software which includes email and telephone support. eLock Doc Support does not extend to Your licensed users; You are responsible for providing support for Your licensed users of the eLock Doc Software and your “Integrated Products”.
5.1.1 Support Package Fair Usage Policy. eLock Doc may limit or terminate Your access to any or all of the support services available under the applicable eLock Doc Software if Your use of the support services is determined by eLock Doc, in its sole and reasonable discretion, to be excessive.
5.1.2 In no event will eLock Doc provide support of any kind to end-users of Your Integrated Products.
5.2 eLock Doc Software Updates. During the Subscription Period, You agree to receive periodic and incremental updates automatically for eLock Doc Software that You licensed.
You may use the resulting updated eLock Doc Software only in accordance with the terms of this Agreement. Subscription renewals will be governed by the terms of this Agreement.
5.3 eLock Doc Software as a Service . The eLock Doc Software as a Service is provided to You so that You can use the service and create Integrated Products under the terms of this Agreement.
5.3.1 While eLock Doc does not claim any ownership rights in Your Integrated Products, any modifications to the eLock Doc Software Source Code related to the Integrated Products will be the exclusive property of eLock Doc, and You agree to and hereby do assign all right, title and interest in and to such modifications and all rights associated therewith to eLock Doc.
5.3.2 You will be entitled to use modifications of the eLock Doc Software Source Code developed by You under the terms of this Agreement and eLock Doc hereby grants You a license to use such modifications pursuant to Section 1.
5.3.3 You acknowledge that, except as otherwise provided for in this Agreement, the eLock Doc Software source code is confidential and contains valuable and proprietary trade secrets of eLock Doc. Except as otherwise provided in this Agreement, under no circumstances may any portion of the eLock Doc Software’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.
5.3.4 eLock Doc DOES NOT provide technical support for any source code that has been modified by any party other than eLock Doc.
5.3.5 Modifications to the eLock Doc Software’s source code to support Your Integrated Products is provided “as is”, without warranty of any kind.
III. INTEGRATED PRODUCTS
1. Submission. You must submit to eLock Doc each “Integrated Product” and the metadata that you wish to make available as subscription plans within Your tenant, including any updates to each Integrated Product. You are solely responsible and liable for Your Integrated Product that You own and distribute to eLock Doc users. You are responsible for delivering and supporting your Integrated Product.
2. Updates to Integrated Products. You may submit updates to Your Integrated Products. Those updates are subject to all of the requirements of this Agreement. You may not add any new functionality to your Integrated Product via an update which requires written consent from the Customer without first providing notice to Your Customer and obtaining any consents as may be required by law in the markets where you choose to distribute your Integrated Product.
3. Evaluation and Testing. You may use your existing Tenant and for testing of your Integrated Products.
4. Content. You are solely responsible for selecting all content made available through your Integrated Product, including your Integrated Product’s Assets, and for ensuring that such content complies with the terms of this Agreement and all applicable laws and regulations. eLock Doc’s distribution of Your Integrated Product does not constitute any representation or acknowledgement by eLock Doc that the Integrated Product complies with such requirements, nor does it constitute any acceptance by eLock Doc of any responsibility or liability in connection with such requirements.
5. Responding to Claims. If eLock Doc receives a claim from a third party requesting that your Integrated Product be changed or removed, eLock Doc may remove the Integrated Product and/or refer that claim to you. You must respond to the notice as soon as reasonably practicable. If you discover that your Integrated Product violates the terms of this Agreement, you must immediately notify eLock Doc and work with eLock Doc to repair the Integrated Product.
6. Making a Claim. If you believe another Integrated Product violates your rights, you may submit a claim to eLock Doc by contacting [email protected].
7. Integrated Product Placement and Promotion. eLock Doc reserves the right, in its sole discretion, to make (or to designate Affiliates or third parties to make) all decisions regarding placement or promotion of Integrated Products.
8. Promotional Codes. You grant eLock Doc, its agents, Affiliates, licensees and retail partners the right to use your Integrated Product’s Assets in connection with the manufacture, distribution, promotion, sales, and marketing of Promotional Codes.
9. Removal Policies. eLock Doc may remove or suspend the availability of any Integrated Product for any reason. Reasons may include, without limitation, (i) your breach of the terms of this Agreement or the Documentation; (ii) your express termination of this Agreement or of the license grants associated with an Integrated Product; (iii) an assertion or claim that your Integrated Product infringes the intellectual property rights of a third party; (iv) complaint(s) about the content or quality of your Integrated Product. eLock Doc may also may disable previously of an Integrated Product if eLock Doc believes that the Integrated Product could cause harm to end users or their devices, third parties (including any Covered Parties) or any network, or to comply with any judicial process, government order or lawsuit settlement. Unless your Integrated Product that accrued is removed or disabled for breach of this Agreement or in response to an infringement allegation, eLock Doc will pay to you the amounts owed, if any, in connection with the distribution of your Integrated Product that accrued before removal or disablement. eLock Doc’s termination and suspension rights are without prejudice to its other rights and remedies.
IV. PRICING, PAYMENTS, TRANSACTIONS AND TAXES.
1. eLock Doc User and Developer Fees. The User and Developer Fees you owe to eLock Doc for making your Integrated Product available through the eLock Doc Software must be purchased in advance through the eLock Doc Store. The number of active users for You and Your Customers at any time must never exceed the number of Your purchased user licenses.
2. Integrated Product Pricing. When you submit an Integrated Product, you will designate the price (if any) to be charged to customers by selecting a price point that is consistent with your business model (pay per use, one-time, subscription, etc.) and eLock Doc will charge Customers that price (or its reasonable equivalent in local currency) for the license to your Integrated Product acquired through eLock Doc.
3. Transaction Fees. The Transaction Fee you owe to eLock Doc for making your Integrated Product available through the Store will be deducted from Net Receipts to calculate the Integrated Product Proceeds payable to you in accordance with this Section IV. The Transaction Fee for Integrated Products made available through eLock Doc is twenty percent (20%) of Net Receipts.
4. Payment Terms. eLock Doc will pay you applicable Integrated Product Proceeds, if any, as full compensation for your Integrated Product as made available to Customers from eLock Doc. Payments generally occur on a monthly basis.
5. Payment Processing. eLock Doc will pay you the Integrated Product Proceeds in accordance with eLock Doc’s then-current payment policies and in the manner you indicated during your Account setup. eLock Doc is not responsible for delay, or misapplication of payment because of incorrect or incomplete information supplied by you or a bank or for failure of a bank to credit your account. The amount you actually receive will depend in part on the rates and fees imposed by your financial institution and on any applicable tax withholding requirements, and the amount you receive will be inclusive of any sales, use, or value-added taxes that may be chargeable between you and eLock Doc. You must provide eLock Doc (or its third party payment processor) with all financial, tax and banking information requested so eLock Doc can pay you under this Agreement. eLock Doc will notify you of any changes to the required information via updates to the Documentation. Your failure to keep such information current and accurate may result in eLock Doc’s removal of your Integrated Product and forfeiture of amounts owed to you under this Agreement. The Customer will be deemed to have paid in full for your Integrated Product when eLock Doc receives payment from the Customer, and any failure by eLock Doc to remit the amounts owing to you will not affect a Customer's rights to the Integrated Product.
6. Taxes on Payments. You are responsible for your own taxes, including taxes unique to where you reside, that are related to payments you may receive under this Agreement. You are also responsible for paying any sales, use, or value-added taxes (if any) in connection with the Transaction Fee that eLock Doc collects from you. If taxes are required to be withheld on any amounts to be paid by eLock Doc to you, eLock Doc will deduct such taxes from the amount owed and pay them to the appropriate taxing authority and will secure and deliver to you an official receipt for any such taxes withheld. eLock Doc will use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and each party will reasonably cooperate with the other to obtain the lowest tax rates or elimination of such taxes pursuant to the applicable income tax treaties.
7. Refund, Reconciliation and Offset. You are responsible for all costs and expenses for returns and chargebacks of your Integrated Products, including the full refund and chargeback amounts paid or credited to customers. Refunds and/or chargebacks processed after you receive the Integrated Product Proceeds will be debited against your account. eLock Doc may offset any amounts owed to eLock Doc (including the refund and chargeback costs described in this paragraph) against amounts eLock Doc owes you. You grant eLock Doc a right to provide refunds to Customers in accordance with eLock Doc’s prevailing policies and applicable laws from time to time.
V. GENERAL TERMS
1. Delivery
eLock Doc shall make available as a Service to Licensee the Software licensed hereunder.
2. Term and Termination
This Agreement and the License granted hereunder shall continue until terminated in accordance with this Section. Unless otherwise specified in this Agreement, the License granted hereunder shall last as long as You use the Software in compliance with the terms herein. Unless otherwise prohibited by law, and without prejudice to eLock Doc’s other rights or remedies, eLock Doc shall have the right to terminate this Agreement and the License granted hereunder immediately if You breach any of the material terms of this Agreement, and You fail to cure such material breach within thirty (30) days of receipt of notice from eLock Doc. Upon termination of this Agreement, all Licenses granted to You hereunder shall terminate automatically and You shall immediately cease use and distribution of the Software; provided, however, that any sublicenses granted to Your Authorized End-Users in accordance with Article II, Section 4 shall survive such termination if such Authorized End-Users are in compliance with their license agreements with You. You must also destroy all copies of the Software not integrated into a live, functioning instance(s) of Your Integrated Product(s) already installed, implemented and deployed for Your Authorized End-User(s).
3. Product Discontinuance
eLock Doc reserves the right to discontinue the Software or any component of the Software, whether offered as a standalone product, a bundled set of products, or solely as a component, at any time. However, eLock Doc is obligated to provide support in accordance with the terms set forth in this Agreement for all such discontinued Software, bundle, or components for a period of one year after the date of discontinuance.
4. Intellectual Property
All title and ownership rights in and to the Software (including, but not limited to, any images, photographs, animations, video, audio, music, or text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of eLock Doc that are used in connection with the Software are and shall at all times remain exclusively owned by eLock Doc and its licensors. All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content. Any open source software that may be delivered by eLock Doc embedded in or in association with eLock Doc products is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license.
5. Collection and Use of Data
eLock Doc uses tools to deliver certain Software features and extensions, identify trends and bugs, collect activation information, usage statistics and track other data related to Your use of the Software as further described in the most current version of eLock Doc Privacy Policy (located at: http://www.elockdoc.com). By Your acceptance of the terms of this Agreement and/or use of the Software, You authorize the collection, use and disclosure of this data for the purposes provided for in this Agreement and/or the Privacy Policy.
6. Updates
The parties agree and acknowledge that updates provided to You as part of this Agreement may include new software updates governed by additional terms and conditions. By subscribing to the software as a service you shall be deemed to have accepted these additional license terms. If You do not agree to these additional terms and conditions, You should not use the new software updates. In case of a conflict between the terms and conditions of the Agreement and the terms and conditions applicable to any new product made available to You as part of any updates, the terms and conditions of this Agreement shall govern.
8. Limited Warranty
eLock Doc warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which You purchase the license for the Software. eLock Doc does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) negligence or accident, (iv) modifications to the Software by any person or entity other than eLock Doc or (v) Licensee’s use of the Software outside the terms of this Agreement. In the event of a breach of warranty, Licensee’s sole and exclusive remedy and eLock Doc sole and exclusive obligation, is repair of all or any portion of the Software. If such remedy fails of its essential purpose, Licensee’s sole remedy and eLock Doc’s maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if eLock Doc receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, ELOCK DOC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ELOCK DOC BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, ELOCK DOC ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES LICENSEE PAID TO ELOCK DOC FOR THE SOFTWARE GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. ELOCK DOC IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. ANY DATA INCLUDED IN THE SOFTWARE UPON SHIPMENT FROM ELOCKDOC IS FOR TESTING USE ONLY AND ELOCK DOC HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM.
10. Indemnity
You agree to indemnify, hold harmless, and defend eLock Doc and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (i) Your use of the Software in violation of this Agreement, (ii) the use or distribution of Your Integrated Product or (iii) Your modification of the Software’s source code.
11. Confidentiality
Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to it that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, Licensee shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without eLock Doc’s prior written permission. Each party’s obligations under this Section 11 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided, however, that (i) obligations with respect to source code shall survive in perpetuity and (ii) trade secrets shall be maintained as such until they fall into the public domain.
12. Governing Law
This Agreement will be governed by the law of New Brunswick, Canada, without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, then it shall be submitted for resolution to a Provincial or Federal court or competent jurisdiction in Fredericton, New Brunswick, Canada, and the parties hereby agree to submit to the jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
13. Entire Agreement
This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect. The terms and conditions contained in this Agreement shall prevail over any inconsistent provisions in any form or other paper submitted by Licensee. In cases where this license is being obtained through an approved third party, these terms shall supersede any third party license or purchase agreement.
14. No Assignment
You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without eLock Doc’s prior written consent.
15. Survival
Any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
16. Severability
If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions. This Agreement represents the entire understanding between the parties with respect to the subject matter.
17. Force Majeure
Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.
18. Export Classifications
You expressly agree not to export or re-export eLock Doc Software or Your Integrated Product to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the Software to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Your export privileges.
19. Commercial Software
The Programs and the Documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
20. Reports and Audit Rights.
Licensee shall grant eLock Doc audit rights against Licensee upon two weeks written notice, to verify Licensee’s compliance with this Agreement. Licensee shall keep adequate records to verify Licensee’s compliance with this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN ELOCK DOC AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.
(Last Updated September 12, 2017)
IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEB SITE (elockdoc.com). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND THE COMPANY AUTHORIZED TO SELL ELOCK DOC. (“eLock Doc” or “Licensor”). BY SUBSCRIBING TO ELOCK DOC YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY ELOCK DOC THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.
eLock Doc vendors are not allowed to use the Software (as defined below) without the express permission of eLock Doc. If you or the company you represent is a Document Management System vendor, you may not purchase a license for or use the Software unless you contact eLock Doc directly and obtain permission.
This is a license agreement and not an agreement for sale.
eLock Doc is a software as a service (SaaS) solution that provides document management, forms management, inventory management and reports management functionality to its users.
Article I of this Agreement contains defined terms.
Article II of this Agreement governs the licensing of eLock Doc to the Licensee
Article III of this Agreement governs Licensee usage of Integrated Products
Article IV of this Agreement governs Pricing, Payments, Transactions and Taxes
Article V of this Agreement contains the General Terms.
I. CERTAIN DEFINITIONS
“Authorized End Users” means Your own end-user licensees, each of whom is authorized to use eLock Doc solely as part of Your “Tenant(s)” and any “Integrated Products” pursuant to an end-user license that meets the requirements of this Agreement.
“Tenant” means You have branded and/or customized eLock Doc to suit specific needs of you your Your customers within the functional constraints of the eLock Doc platform.
“Integrated Products” means content, forms and/or reporting solutions developed by You for use with the eLock Doc platform. “Integrated Products” as defined herein, are limited to eLock Doc components which: (i) are developed by Your Licensed Developers, and (ii) add content, forms, and/or reports beyond the functionality provided by the incorporated components of the Software.
“Source Code” means software, database and/or customizations that make up the eLock Doc Software, excluding “Integrated Products” developed by You.
“Licensed Developer” means one of Your employees or third-party consultants authorized to develop components specifically for You using the Software in accordance with this Agreement.
“Software” means the eLock Doc Software Platform.
“Subscription Period” means the applicable period from the date on which You purchase the license for the Software, for which You have purchased updates and support.
“Telerik Reporting Software” means the Telerik computer software identified as Telerik Reporting and any updates, upgrades, modifications and error corrections thereto provided to Licensee.
“Form Builder SDK” means the integrated form builder provided by eLock Doc You use to create electronic form solutions as “Integrated Products”.
“Report Builder SDK” means the integrated report builder and data layer API provided by eLock Doc You use to create reporting solutions as “Integrated Products”.
II. ELOCK DOC SOFTWARE
Subject to the terms of this Agreement, eLock Doc hereby grants to You the following limited, non-transferable, perpetual, worldwide, royalty-free, non-exclusive licenses to use eLock Doc Software solely as specified in this Agreement Any and all rights in the eLock Doc Software not expressly granted to You hereunder are reserved in all respects by eLock Doc. Except as expressly granted in this Agreement, You are not licensed to use, copy, modify, or distribute copies of all or any portion of the eLock Doc Software.
1. Development License Grants for eLock Doc Software
1.1 eLock Doc Software Developer License Grant. Subject to the terms and conditions set forth in this Agreement, Your Licensed Developers may use the eLock Doc Software to create business solutions using the form builder SDK and/or the report builder SDK in accordance with Section 5.3 only in the development of Your Integrated Products.
1.2 eLock Doc Software Developer Scope of Use. Your number of Licensed Developers must correspond to the maximum number of “Developer Users Licenses” You have purchased from eLock Doc hereunder. This means that, at any given time, the number of Licensed Developers cannot exceed the number of developer user licenses that You have purchased from eLock Doc and for which You have paid eLock Doc all applicable license fees pursuant to this Agreement. The eLock Doc Software is in “use” on a computer so long as the developer account is active. Your Licensed Developers may use the eLock Doc Software on multiple machines, so long as it is not being used simultaneously for development purposes at any given time by more Licensed Developers than You have licensed.
2. eLock Doc Software User License Grant. Subject to the terms and conditions set forth in this Agreement, Your Users may use the eLock Doc in accordance with Section 5.3. Users may also use Your “Integrated Products” in accordance with terms agreed between You and Your Customers in accordance with Section 5.3.
2.1 Integrated Product User License (IPU). Subject to the terms and conditions set forth in this Agreement, IPU license may be applied to users that use eLock Doc with one or more of Your “Integrated Products” ONLY. Users with IPUs that have been found to use eLock Doc for reasons other than Your “Integrated Products” will be subject to the standard user license terms.
2.2 eLock Doc Software User Scope of Use. Your number of Users must correspond to the maximum number of “Users Licenses” You have purchased from eLock Doc hereunder. This means that, at any given time, the number of Licensed Users cannot exceed the number of user licenses that You have purchased from eLock Doc and for which You have paid eLock Doc all applicable license fees pursuant to this Agreement. The eLock Doc Software is in “use” on a computer so long as the user account is active. Your Licensed Users may use the eLock Doc Software on multiple machines, so long as it is not being used simultaneously for operational purposes at any given time by more Licensed Users than You have licensed.
3. Report Designer License
Subject to the terms and conditions set forth in this Agreement, You must contact Telerik directly to obtain such a Report Designer license.
4. Redistribution
4.1 License for Redistribution. You may distribute the eLock Doc Software for use solely in conjunction with Your Integrated Products, to Your Authorized End Users only pursuant to an end-user license that meets the requirements of this Section. You are not permitted to distribute the eLock Doc Software pursuant to this Section: as a standalone product; or as a part of any product other than Your Integrated Product. Your end-user license agreement must: impose the limitations set forth in this paragraph on Your Authorized End Users; prohibit distribution of the eLock Doc Software by Your Authorized End-Users; limit the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibit any attempt to disassemble the code, or attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of the eLock Doc Software, except to the limited extent as is permitted by law notwithstanding contractual prohibition. Notwithstanding the foregoing, You may distribute Your Integrated Product to Your employees without an end user license agreement, however, you are solely liable and responsible for such employees’ compliance with the end user license requirements set forth in this section. For avoidance of doubt, Your Authorized End Users are not permitted to use the eLock Doc Software, or any portions thereof, for software development or application development purposes unless they also purchase a separate developer user license from eLock Doc for each of the users.
4.2 License Limitations
4.2.1 You must ensure that the eLock Doc Software is not distributed in any form that allows it to be reused by any application other than Your solution. Please contact [email protected] for any additional questions.
4.2.2 You must include a valid copyright message in Your Integrated Products in a location viewable by Authorized End-Users (e.g. “About” box) that will serve to protect eLock Doc’s copyright and other intellectual property rights in the Software.
4.2.3 You agree to display the “powered by eLock Doc” logo in the footer of the eLock Doc Software.
4.2.4 You must have a valid eLock Doc Software Development license as specified in section 1.
5. Support, Updates and Source Code for eLock Doc Software
During the Subscription Period, You are entitled to updates for the eLock Doc Software as a Service.
5.1 eLock Doc Support. Licensed developer users are entitled to platform support for the eLock Doc Software which includes email and telephone support. eLock Doc Support does not extend to Your licensed users; You are responsible for providing support for Your licensed users of the eLock Doc Software and your “Integrated Products”.
5.1.1 Support Package Fair Usage Policy. eLock Doc may limit or terminate Your access to any or all of the support services available under the applicable eLock Doc Software if Your use of the support services is determined by eLock Doc, in its sole and reasonable discretion, to be excessive.
5.1.2 In no event will eLock Doc provide support of any kind to end-users of Your Integrated Products.
5.2 eLock Doc Software Updates. During the Subscription Period, You agree to receive periodic and incremental updates automatically for eLock Doc Software that You licensed.
You may use the resulting updated eLock Doc Software only in accordance with the terms of this Agreement. Subscription renewals will be governed by the terms of this Agreement.
5.3 eLock Doc Software as a Service . The eLock Doc Software as a Service is provided to You so that You can use the service and create Integrated Products under the terms of this Agreement.
5.3.1 While eLock Doc does not claim any ownership rights in Your Integrated Products, any modifications to the eLock Doc Software Source Code related to the Integrated Products will be the exclusive property of eLock Doc, and You agree to and hereby do assign all right, title and interest in and to such modifications and all rights associated therewith to eLock Doc.
5.3.2 You will be entitled to use modifications of the eLock Doc Software Source Code developed by You under the terms of this Agreement and eLock Doc hereby grants You a license to use such modifications pursuant to Section 1.
5.3.3 You acknowledge that, except as otherwise provided for in this Agreement, the eLock Doc Software source code is confidential and contains valuable and proprietary trade secrets of eLock Doc. Except as otherwise provided in this Agreement, under no circumstances may any portion of the eLock Doc Software’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party.
5.3.4 eLock Doc DOES NOT provide technical support for any source code that has been modified by any party other than eLock Doc.
5.3.5 Modifications to the eLock Doc Software’s source code to support Your Integrated Products is provided “as is”, without warranty of any kind.
III. INTEGRATED PRODUCTS
1. Submission. You must submit to eLock Doc each “Integrated Product” and the metadata that you wish to make available as subscription plans within Your tenant, including any updates to each Integrated Product. You are solely responsible and liable for Your Integrated Product that You own and distribute to eLock Doc users. You are responsible for delivering and supporting your Integrated Product.
2. Updates to Integrated Products. You may submit updates to Your Integrated Products. Those updates are subject to all of the requirements of this Agreement. You may not add any new functionality to your Integrated Product via an update which requires written consent from the Customer without first providing notice to Your Customer and obtaining any consents as may be required by law in the markets where you choose to distribute your Integrated Product.
3. Evaluation and Testing. You may use your existing Tenant and for testing of your Integrated Products.
4. Content. You are solely responsible for selecting all content made available through your Integrated Product, including your Integrated Product’s Assets, and for ensuring that such content complies with the terms of this Agreement and all applicable laws and regulations. eLock Doc’s distribution of Your Integrated Product does not constitute any representation or acknowledgement by eLock Doc that the Integrated Product complies with such requirements, nor does it constitute any acceptance by eLock Doc of any responsibility or liability in connection with such requirements.
5. Responding to Claims. If eLock Doc receives a claim from a third party requesting that your Integrated Product be changed or removed, eLock Doc may remove the Integrated Product and/or refer that claim to you. You must respond to the notice as soon as reasonably practicable. If you discover that your Integrated Product violates the terms of this Agreement, you must immediately notify eLock Doc and work with eLock Doc to repair the Integrated Product.
6. Making a Claim. If you believe another Integrated Product violates your rights, you may submit a claim to eLock Doc by contacting [email protected].
7. Integrated Product Placement and Promotion. eLock Doc reserves the right, in its sole discretion, to make (or to designate Affiliates or third parties to make) all decisions regarding placement or promotion of Integrated Products.
8. Promotional Codes. You grant eLock Doc, its agents, Affiliates, licensees and retail partners the right to use your Integrated Product’s Assets in connection with the manufacture, distribution, promotion, sales, and marketing of Promotional Codes.
9. Removal Policies. eLock Doc may remove or suspend the availability of any Integrated Product for any reason. Reasons may include, without limitation, (i) your breach of the terms of this Agreement or the Documentation; (ii) your express termination of this Agreement or of the license grants associated with an Integrated Product; (iii) an assertion or claim that your Integrated Product infringes the intellectual property rights of a third party; (iv) complaint(s) about the content or quality of your Integrated Product. eLock Doc may also may disable previously of an Integrated Product if eLock Doc believes that the Integrated Product could cause harm to end users or their devices, third parties (including any Covered Parties) or any network, or to comply with any judicial process, government order or lawsuit settlement. Unless your Integrated Product that accrued is removed or disabled for breach of this Agreement or in response to an infringement allegation, eLock Doc will pay to you the amounts owed, if any, in connection with the distribution of your Integrated Product that accrued before removal or disablement. eLock Doc’s termination and suspension rights are without prejudice to its other rights and remedies.
IV. PRICING, PAYMENTS, TRANSACTIONS AND TAXES.
1. eLock Doc User and Developer Fees. The User and Developer Fees you owe to eLock Doc for making your Integrated Product available through the eLock Doc Software must be purchased in advance through the eLock Doc Store. The number of active users for You and Your Customers at any time must never exceed the number of Your purchased user licenses.
2. Integrated Product Pricing. When you submit an Integrated Product, you will designate the price (if any) to be charged to customers by selecting a price point that is consistent with your business model (pay per use, one-time, subscription, etc.) and eLock Doc will charge Customers that price (or its reasonable equivalent in local currency) for the license to your Integrated Product acquired through eLock Doc.
3. Transaction Fees. The Transaction Fee you owe to eLock Doc for making your Integrated Product available through the Store will be deducted from Net Receipts to calculate the Integrated Product Proceeds payable to you in accordance with this Section IV. The Transaction Fee for Integrated Products made available through eLock Doc is twenty percent (20%) of Net Receipts.
4. Payment Terms. eLock Doc will pay you applicable Integrated Product Proceeds, if any, as full compensation for your Integrated Product as made available to Customers from eLock Doc. Payments generally occur on a monthly basis.
5. Payment Processing. eLock Doc will pay you the Integrated Product Proceeds in accordance with eLock Doc’s then-current payment policies and in the manner you indicated during your Account setup. eLock Doc is not responsible for delay, or misapplication of payment because of incorrect or incomplete information supplied by you or a bank or for failure of a bank to credit your account. The amount you actually receive will depend in part on the rates and fees imposed by your financial institution and on any applicable tax withholding requirements, and the amount you receive will be inclusive of any sales, use, or value-added taxes that may be chargeable between you and eLock Doc. You must provide eLock Doc (or its third party payment processor) with all financial, tax and banking information requested so eLock Doc can pay you under this Agreement. eLock Doc will notify you of any changes to the required information via updates to the Documentation. Your failure to keep such information current and accurate may result in eLock Doc’s removal of your Integrated Product and forfeiture of amounts owed to you under this Agreement. The Customer will be deemed to have paid in full for your Integrated Product when eLock Doc receives payment from the Customer, and any failure by eLock Doc to remit the amounts owing to you will not affect a Customer's rights to the Integrated Product.
6. Taxes on Payments. You are responsible for your own taxes, including taxes unique to where you reside, that are related to payments you may receive under this Agreement. You are also responsible for paying any sales, use, or value-added taxes (if any) in connection with the Transaction Fee that eLock Doc collects from you. If taxes are required to be withheld on any amounts to be paid by eLock Doc to you, eLock Doc will deduct such taxes from the amount owed and pay them to the appropriate taxing authority and will secure and deliver to you an official receipt for any such taxes withheld. eLock Doc will use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and each party will reasonably cooperate with the other to obtain the lowest tax rates or elimination of such taxes pursuant to the applicable income tax treaties.
7. Refund, Reconciliation and Offset. You are responsible for all costs and expenses for returns and chargebacks of your Integrated Products, including the full refund and chargeback amounts paid or credited to customers. Refunds and/or chargebacks processed after you receive the Integrated Product Proceeds will be debited against your account. eLock Doc may offset any amounts owed to eLock Doc (including the refund and chargeback costs described in this paragraph) against amounts eLock Doc owes you. You grant eLock Doc a right to provide refunds to Customers in accordance with eLock Doc’s prevailing policies and applicable laws from time to time.
V. GENERAL TERMS
1. Delivery
eLock Doc shall make available as a Service to Licensee the Software licensed hereunder.
2. Term and Termination
This Agreement and the License granted hereunder shall continue until terminated in accordance with this Section. Unless otherwise specified in this Agreement, the License granted hereunder shall last as long as You use the Software in compliance with the terms herein. Unless otherwise prohibited by law, and without prejudice to eLock Doc’s other rights or remedies, eLock Doc shall have the right to terminate this Agreement and the License granted hereunder immediately if You breach any of the material terms of this Agreement, and You fail to cure such material breach within thirty (30) days of receipt of notice from eLock Doc. Upon termination of this Agreement, all Licenses granted to You hereunder shall terminate automatically and You shall immediately cease use and distribution of the Software; provided, however, that any sublicenses granted to Your Authorized End-Users in accordance with Article II, Section 4 shall survive such termination if such Authorized End-Users are in compliance with their license agreements with You. You must also destroy all copies of the Software not integrated into a live, functioning instance(s) of Your Integrated Product(s) already installed, implemented and deployed for Your Authorized End-User(s).
3. Product Discontinuance
eLock Doc reserves the right to discontinue the Software or any component of the Software, whether offered as a standalone product, a bundled set of products, or solely as a component, at any time. However, eLock Doc is obligated to provide support in accordance with the terms set forth in this Agreement for all such discontinued Software, bundle, or components for a period of one year after the date of discontinuance.
4. Intellectual Property
All title and ownership rights in and to the Software (including, but not limited to, any images, photographs, animations, video, audio, music, or text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of eLock Doc that are used in connection with the Software are and shall at all times remain exclusively owned by eLock Doc and its licensors. All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content. Any open source software that may be delivered by eLock Doc embedded in or in association with eLock Doc products is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license.
5. Collection and Use of Data
eLock Doc uses tools to deliver certain Software features and extensions, identify trends and bugs, collect activation information, usage statistics and track other data related to Your use of the Software as further described in the most current version of eLock Doc Privacy Policy (located at: http://www.elockdoc.com). By Your acceptance of the terms of this Agreement and/or use of the Software, You authorize the collection, use and disclosure of this data for the purposes provided for in this Agreement and/or the Privacy Policy.
6. Updates
The parties agree and acknowledge that updates provided to You as part of this Agreement may include new software updates governed by additional terms and conditions. By subscribing to the software as a service you shall be deemed to have accepted these additional license terms. If You do not agree to these additional terms and conditions, You should not use the new software updates. In case of a conflict between the terms and conditions of the Agreement and the terms and conditions applicable to any new product made available to You as part of any updates, the terms and conditions of this Agreement shall govern.
8. Limited Warranty
eLock Doc warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which You purchase the license for the Software. eLock Doc does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) negligence or accident, (iv) modifications to the Software by any person or entity other than eLock Doc or (v) Licensee’s use of the Software outside the terms of this Agreement. In the event of a breach of warranty, Licensee’s sole and exclusive remedy and eLock Doc sole and exclusive obligation, is repair of all or any portion of the Software. If such remedy fails of its essential purpose, Licensee’s sole remedy and eLock Doc’s maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if eLock Doc receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, ELOCK DOC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ELOCK DOC BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, ELOCK DOC ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES LICENSEE PAID TO ELOCK DOC FOR THE SOFTWARE GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. ELOCK DOC IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. ANY DATA INCLUDED IN THE SOFTWARE UPON SHIPMENT FROM ELOCKDOC IS FOR TESTING USE ONLY AND ELOCK DOC HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM.
10. Indemnity
You agree to indemnify, hold harmless, and defend eLock Doc and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (i) Your use of the Software in violation of this Agreement, (ii) the use or distribution of Your Integrated Product or (iii) Your modification of the Software’s source code.
11. Confidentiality
Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to it that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, Licensee shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without eLock Doc’s prior written permission. Each party’s obligations under this Section 11 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided, however, that (i) obligations with respect to source code shall survive in perpetuity and (ii) trade secrets shall be maintained as such until they fall into the public domain.
12. Governing Law
This Agreement will be governed by the law of New Brunswick, Canada, without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, then it shall be submitted for resolution to a Provincial or Federal court or competent jurisdiction in Fredericton, New Brunswick, Canada, and the parties hereby agree to submit to the jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision.
13. Entire Agreement
This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect. The terms and conditions contained in this Agreement shall prevail over any inconsistent provisions in any form or other paper submitted by Licensee. In cases where this license is being obtained through an approved third party, these terms shall supersede any third party license or purchase agreement.
14. No Assignment
You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without eLock Doc’s prior written consent.
15. Survival
Any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
16. Severability
If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions. This Agreement represents the entire understanding between the parties with respect to the subject matter.
17. Force Majeure
Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party.
18. Export Classifications
You expressly agree not to export or re-export eLock Doc Software or Your Integrated Product to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the Software to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Your export privileges.
19. Commercial Software
The Programs and the Documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
20. Reports and Audit Rights.
Licensee shall grant eLock Doc audit rights against Licensee upon two weeks written notice, to verify Licensee’s compliance with this Agreement. Licensee shall keep adequate records to verify Licensee’s compliance with this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN ELOCK DOC AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.