SOFTWARE LICENSE AGREEMENT NOTICE - READ BEFORE INSTALLING SOFTWARE NOTE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY INSTALLING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR, THE LIMITATIONS ON USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 3; DISCLAIMER OF WARRANTIES IN SECTION 6 AND LIMITATIONS OF LIABILITY AND RECOVERY IN SECTIONS 7 AND 9. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT INSTALL THIS SOFTWARE AND RETURN THE SOFTWARE TO DORIS Insurance Systems, LLC, 11675 Rainwater Drive #100 , ALPHARETTA, GEORGIA 30004 FOR A REFUND OF ANY AMOUNT YOU PAID. 1. Definitions Software. The Software is licensed (not sold) to you, by DORIS Insurance Systems, LLC, a Georgia Corporation, (“DORIS”) and DORIS owns all copyright, trade secret, patent and other proprietary rights in the Software. The term “Software” includes all copies of the computer program and user manuals and modifications to such computer program and user manuals. As used in this agreement, “you” means the business in which the Software is to be used, and its employees, agents, representatives, and contractors. 2. License a. Grant of License. DORIS grants you a nonexclusive, nontransferable license to use the Software in accordance with the terms and provisions of this agreement. You agree to use the Software in accordance with the hardware and other software as described in the user manual. b. License Fee. In consideration for the license granted by DORIS under this agreement, you agree to pay DORIS the fee as agreed to by DORIS and you. In addition, you agree to pay DORIS the annual fee as established from time to time by DORIS. You may pay the annual fee in annual, quarterly or monthly installments. You may elect not to pay all or any portion of the annual fee, in which event your license to use the Software shall immediately terminate. Your failure to pay any amounts when due shall constitute cause for DORIS to terminate the term of this agreement. c. Restrictions. You may not: (1) copy, distribute, rent, lease, lend, transfer or sub-license all or any portion of the Software; (2) modify or prepare derivative works of the Software; (3) use the Software in a computer-based services business or publicly display any visual output of the Software; or (4) remove, conceal or alter any copyright or trademark notices of DORIS. You agree to keep confidential and use your best efforts to prevent and protect the contents of the Software from unauthorized disclosure or use. d. Authorized Site. You agree to use the Software only for your business. You shall not (i) permit any parent, subsidiaries, affiliated entities or third parties to use the Software, (ii) process or permit to be processed the data of any other party, or (iii) use the Software in the operation of a service bureau. e. Modifications, Reverse Engineering. You agree that only DORIS shall have the right to alter, maintain, enhance or otherwise modify the Software. You shall not disassemble, decompile or reverse engineer the Software’s computer program. 3. Ownership a. Title. You agree that DORIS owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to the Software and any corrections, if any, to the Software, whether made by DORIS or any third party. b. Transfers. Under no circumstances shall you sell, license, publish, display, distribute, or otherwise transfer to a third party the Software, in whole or in part, without DORIS’ prior written consent. 4. Confidential Information You agree that the Software contains proprietary information, including trade secrets, know-how and confidential information, which is the exclusive property of DORIS. During the period this agreement is in effect and at all times after its termination, you and your employees and agents shall maintain the confidentiality of the Software and not sell, license, publish, display, distribute, disclose or otherwise make available the Software to any third party nor use such information except as authorized by this agreement. You shall not disclose any such proprietary information concerning the Software, including any library documentation, architectural diagrams, user manuals and screens, to persons not an employee of yours without the prior written consent of DORIS. 5. Warranty Limited Software Product Warranty For 90 days from the date of your purchase of this Software, DORIS warrants that the media (for example, the CD) on which the Software is contained will be free from defects in materials and workmanship. This warranty does not cover damage caused by improper use or neglect. DORIS does not warrant the contents of the Software or that it will be error free. The Software is furnished “AS IS” and without warranty as to the performance or results you may obtain by using the Software. The entire risk as to the results and performance of the Software is assumed by you. To obtain warranty service during the 90-day warranty period, you may return the Software with a description of the problem to DORIS. The defective media in which the Software is contained will be replaced at no additional charge to you. 6. Disclaimer of Warranty and Limitation of Remedies a. THE WARRANTIES IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DORIS DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES. IN NO EVENT WILL DORIS’ LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF DORIS HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. b. DORIS will not be liable for any loss or damage caused by delay in furnishing Software or any other performance under this agreement. c. DORIS’ entire liability and your exclusive remedies for DORIS’ liability of any kind (including liability for negligence except liability for personal injury caused solely by DORIS’ negligence) for the Software covered by this agreement and all other performance by DORIS under or related to this agreement are limited to the remedies specified by this agreement. d. Some states may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. 7. Limitations Period No arbitration or other action under this Agreement, unless involving death or personal injury, may be brought by either party against the other more than one (1) year after the cause of action arises. 8. No Consequential Damages DORIS shall not be liable to you for indirect, special, incidental, exemplary or consequential damages (including, without limitation, lost profits) related to this agreement or resulting from your use or inability to use the Software, arising from any cause of action whatsoever, including contract, warranty, strict liability, or negligence, even if DORIS has been notified of the possibility of such damages. 9. Limitation on Recovery Under no circumstances shall the liability of DORIS to you exceed the amounts paid by you to DORIS under this agreement. 10. Indemnification DORIS shall indemnify and hold harmless you from and against any claims, including reasonable legal fees and expenses, based upon infringement of any United States copyright or patent by the Software. You agree to notify DORIS of any such claim promptly in writing and to allow DORIS to control the proceedings. You agree to cooperate fully with DORIS during such proceedings. DORIS shall defend and settle at its sole expense all proceedings arising out of the foregoing. In the event of such claimed infringement, DORIS may replace, in whole or in part, the Software with a substantially compatible and functionally equivalent computer program or modify the Software to avoid the claim of infringement. 11. Term and Termination a. Effective Date. This agreement and the license granted hereunder shall take effect upon the date that you make the initial installation of the Software. b. This agreement is effective until terminated. You may terminate it at any time by destroying the Software, including all computer programs and documentation, and erasing any copies residing on computer equipment. Your termination of the term of this agreement, however, will not entitle you to a refund of any fees or annual fees you may have paid to DORIS. This Agreement also will terminate if you do not comply with any terms or conditions of this Agreement. Upon such termination you agree to destroy the Software and erase all copies residing on computer equipment. 12. Arbitration The parties shall settle any controversy arising out of this agreement by arbitration in metropolitan Atlanta, Georgia in accordance with the rules of the American Arbitration Association. A single arbitrator shall be agreed upon by the parties or, if the parties cannot agree upon an arbitrator within thirty (30) days, then the parties agree that a single arbitrator shall be appointed by the American Arbitration Association. The arbitrator shall have the authority to order pre-hearing exchanges of information, including and without limitation, production of requested documents, exchange of summaries of testimony of perspective witnesses, and depositions. The arbitrator may award reasonable attorneys’ fees and expenses of litigation as part of the award. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. 13. Technical Support In the event DORIS provides you with technical support, you hereby agree to release DORIS, its employees and representatives, and to indemnify and hold DORIS, its employees and representatives, harmless from any and all claims, demands, damages and liabilities arising out of technical support of the Software. 14. Notices All notices to DORIS under this Agreement are to be delivered by depositing the notice in the mail, using registered mail, return receipt requested, addressed to DORIS Insurance Systems, LLC at 11675 Rainwater Drive #100 , Alpharetta, Georgia 30004 or such other address as DORIS may designate in writing to you. 15. General Provisions a. Complete Agreement. You agree that this agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to this Agreement. b. Amendment. This agreement may not be modified, altered or amended except by written instrument duly executed by both parties. c. Waiver. The waiver or failure of either party to exercise in any respect any right provided for in this agreement shall not be deemed a waiver of any further right under this Agreement. d. Severability. If any provision of this agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. e. Governing Law. This agreement and performance hereunder shall be governed by the laws of the State of Georgia. f. Read and Understood. You acknowledge that you have read and understand this agreement and agree to be bound by its terms and provisions. 16. U.S. Government Restricted Rights The Software Product is provided to the Government only with restricted rights and limited rights. Use, duplication, or disclosure by the Government is subject to restrictions set forth in FAR Sections 52-227-14 and 52-227-19 or DFARS Section 52.227-7013(C)(1)(ii), as applicable.
