IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE. This license agreement (License) is a legal agreement between you (an individual or a single entity) and the licensor (Licensor) of this HotDocs software product, which includes computer software, the associated media, printed materials and electronic documentation (Software). Written approval is not a prerequisite to the validity and enforceability of this License and no solicitation of any such written approval by or on behalf of Licensor shall be construed as an inference to the contrary.
If you reside in the European Union: the Licensor is HotDocs Limited, a limited company registered in Scotland, UK, with company number SC166375 and with its registered office at Edinburgh Quay, 133 Fountainbridge, Edinburgh, EH3 9AG. This License, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the exclusive jurisdiction of the English courts.
If you reside outside the European Union: the Licensor is HotDocs Corporation, a corporation incorporated in Delaware, USA, with its principal place of business at 387 South 520 West, Suite 210, Lindon, Utah 84042, USA. This License shall be governed by and construed under the laws of the State of Utah and the United States without regard to conflicts of laws provisions thereof. Unless otherwise elected by the Licensor in writing for the particular instance (which Licensor may do at its option), the sole jurisdiction and venue for actions related to the subject matter hereof shall be the Utah state and U.S. federal courts having within their jurisdiction the location of the Licensor’s principal place of business. Both parties consent to the jurisdiction of such courts and agree that process may be served in the manner provided herein for giving of notices or otherwise as allowed by Utah or federal law.
If you have a written agreement signed by the Licensor which relates to the supply of the Software and which expressly states that its terms prevail over the terms of any 'click-wrap' or 'shrink-wrap' agreement packaged with the Software, then the former agreement shall prevail over any inconsistent terms of this License. Otherwise, this License represents the entire agreement between us in relation to the licensing of the Software and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
THIS SOFTWARE REQUIRES A COMPUTER WITH SUFFICIENT MEMORY AND DISK SPACE, AND A COMPATIBLE OPERATING SYSTEM. SOME FUNCTIONALITY MAY REQUIRE A SPECIFIC INTERNET BROWSER OR OTHER SOFTWARE NOT INCLUDED WITH THIS SOFTWARE. BY CHOOSING BELOW TO ACCEPT THE TERMS OF THIS LICENSE AGREEMENT YOU AGREE TO THE TERMS OF THIS LICENSE WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE INSTALLATION OF THE SOFTWARE NOW BY CLICKING ON THE "I DO NOT ACCEPT" BUTTON BELOW. IN THIS CASE YOU MUST RETURN THE MEDIA ON WHICH THE SOFTWARE IS STORED AND ALL ACCOMPANYING DOCUMENTATION TO THE SUPPLIER, TOGETHER WITH PROOF OF PAYMENT WITHIN 14 DAYS OF PURCHASE FOR A REFUND. IF YOU PURCHASED THIS SOFTWARE FROM AN AUTHORISED RESELLER, PLEASE NOTE THAT THE RESELLER HAS THE RIGHT TO ENTER INTO THIS LICENSE ON OUR BEHALF.
1) In consideration of you agreeing to abide by the terms of this License and the payment of the license fee (which is part of the price for this package), the Licensor hereby grants to you a non-exclusive, non-transferable license to use the Software on a single computer or workstation. You may install the Software on a second computer for use by the same person. The Software may not be shared or used concurrently on other computers. If any updates, maintenance releases or other modified versions of the Software are made available to you they shall be deemed to be Software supplied under the terms of this License unless otherwise stated at the time of supply.
2) The Software is licensed for authoring and assembling templates under the direct control of the licensed user. This License does not permit use of the Software as part of an automated document assembly solution (for example, where document assemblies are instigated in bulk or through a database-driven solution).
3) You may make one copy of the Software for back-up purposes only. You may not transfer your rights to the back-up copy unless you also transfer your rights to the Software.
4) Except as expressly set out in this License or as permitted by any local law, you shall not (and shall not allow a third party to):
a) copy the Software except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;
b) rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software;
c) make alterations to, or modifications of, the whole or any part of the Software;
d) disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software.
5) You acknowledge that all intellectual property rights in the Software throughout the world belong to HotDocs Limited, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use it in accordance with the terms of this License.
6) 6The Licensor warrants that the media on which the Software is stored and distributed are (at the time of supply), and will be for the period of 90 days after that time (Warranty Period), free from defects in design, material and workmanship under normal use. If a defect in the media occurs during the Warranty Period, the Licensor will replace it free of charge if you return it to the Licensor with proof of purchase and (so far as you are able) a documented example of such defect or error.
7) You acknowledge that the Software has not been developed to meet your individual requirements and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements.
8) You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this License.
9) If, within the Warranty Period, you notify the Licensor in writing of any defect in the Software in consequence of which it fails to perform substantially in accordance with the electronic documentation, and such defect does not result from you having amended the Software or used it in contravention of the terms of this License, the Licensor will, at its sole option, (i) repair or replace the Software or (ii) accept a return of the Software (with proof of purchase) and provide a refund of the purchase price, provided that you make available all information that may be necessary to assist the Licensor in resolving the defect or fault, including sufficient information to enable the Licensor to recreate the defect or fault.
10) Nothing in this License shall limit or exclude the liability of either party for death or personal injury resulting from negligence, fraud, fraudulent misrepresentation, or for liability which cannot lawfully be excluded or limited.
11) SUBJECT TO CONDITION 10:
a) THE LICENSOR SHALL NOT BE LIABLE FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF SAVINGS, LOSS OF DATA, LOSS OF ANTICIPATED SAVINGS, WHETHER DIRECT OR INDIRECT IN EACH CASE, OR FOR ANY INDIRECT LOSS OR CONSEQUENTIAL LOSS WHATSOEVER AND HOWSOEVER CAUSED (EVEN IF CAUSED BY THE LICENSOR’S NEGLIGENCE AND/OR BREACH OF CONTRACT AND EVEN IF THE LICENSOR WAS ADVISED THAT SUCH LOSS WOULD PROBABLY RESULT);
b) THE LICENSOR'S MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS LICENSE, OR ANY COLLATERAL CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO A SUM EQUAL TO THE ACTUAL PRICE YOU PAID FOR THE SOFTWARE.
12) This License does not provide for maintenance or support for the Software, which must be purchased separately if required. Licensor has no obligation to provide maintenance, support or updates, modifications or new releases under this License.
13) This License sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software. There are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this License. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this License, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
14) You may not transfer, assign, charge or otherwise dispose of this License, or any of your rights or obligations arising under it, without our prior written consent.
15) Upon request from time to time, you agree to certify to the Licensor the number of copies of the Software installed on your computers.