This Software Licensing Agreement is entered into upon sign up for downloadable software by and between PatentDive, Inc. (“Licensor”) and Licensee. Licensee is defined as the individual, company, or entity agreeing to be bound by these terms.
Recitals. WHEREAS, Licensor is engaged in the business of designing and developing computer-related software and hardware systems and related products and has created and developed a software package called PatentDive Utility Patent Software which is to be used for assisted patent drafting. More details can be viewed to the page that links to this agreement.
WHEREAS, Licensee desires to utilize such Software for constructing a draft patent application.
WHEREAS, Licensor and Licensee believe it is in their mutual interest and desire to enter into an agreement whereby Licensee would obtain one copy of the downloadable PatentDive Utility Patent Software pursuant to the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:
1. LICENSE. Licensor hereby grants to Licensee, for the term of this Agreement, a non-exclusive, non-assignable, right and license to utilize the software to create draft patent applications in connection with the Licensee’s business on one desktop computer.
This license is expressly limited to one personal computer. In the event that Licensee desires to add more computers for licensing, Licensee should contact PatentDive and inquire about availability and pricing for additional licenses.
No right or license is being conveyed to Licensee to use the Software at any other location. Licensee is prohibited from making any copies, archival or otherwise, of the Software. Licensee is further prohibited from using the Software in any manner other than as described above.
2. TERM. This Agreement shall be effective as of the date of agreement to the terms and shall extend for the period determined by the commercial transaction license term. For example, monthly subscription, annual subscription, per semester subscription or any agreed upon duration of the license in exchange for compensation.
3. COMPENSATION. In consideration for the licenses granted hereunder and during the Initial Term of the Agreement and for each Extended Term as agreed upon for the commercial transaction amount.
PatentDive shall not be responsible for the costs or implementations of installations of the downloadable software on Client’s computer.
4. CONFIDENTIALITY. Licensee recognizes that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and for additional 5 years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by Licensor concerning Products, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor’s Software and shall assume responsibility that its employees, sub-licensees and those working with the Client to create draft patent applications using the software interface will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.
Licensee shall take no steps in attempting to reverse engineer the Software.
Licensee acknowledges and agrees that Licensee shall: (i) maintain the Educational Materials For Using The Software Provided By PatentDive in strict confidence; (ii) not provide any unauthorized person or entity with access to, or the opportunity to, copy or otherwise reproduce any of the Educational Materials For Using The Software Provided By PatentDive; (iii) not disclose, distribute, transmit, share, lend, publish, or otherwise disseminate any of the Educational Materials For Using The Software Provided By PatentDive to any person or entity that has not been expressly authorized by PatentDive to receive such Educational Materials For Using The Software Provided By PatentDive; (iv) not use any of the Educational Materials For Using The Software Provided By PatentDive (or any portion or derivative thereof) for any purpose except in connection with the parties’ discussions regarding the Business Purpose, and only in strict compliance with all of the terms and conditions of this Agreement; (v) not use any Educational Materials For Using The Software Provided By PatentDive for Licensee’s own interests or any personal business of Licensee, or for the benefit of any person or entity other than PatentDive; and (vi) not reproduce, copy, adapt, alter, modify, or otherwise create any derivative work based on or otherwise derived from any of the Educational Materials For Using The Software Provided By PatentDive.
5. INSTALLATION, TRAINING, AND ACCEPTANCE. Licensor shall install the Software on Licensee’s personal computer in accordance with the Delivery Schedule recited in Schedule A attached hereto.
In the event that Licensee fails to notify Licensor of any difficulties or problems with the Software within seven days after installation thereof, Licensee shall be deemed to have accepted the Software. Prior to acceptance of such Software, Licensor shall have the right to repair or replace the Software at its discretion. Upon acceptance of such Software, Licensor shall be under no obligation to repair or replace such Software except as provided for in the Warranty provision in this Agreement.
6. WARRANTIES. Licensor represents and warrants that it has no actual knowledge that the Software infringes any valid rights of any third party.
Licensor warrants that the Software will generally perform in accordance with the written specifications provided by Licensor to Licensee, if any. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
In the event of a claim by Licensee under this warranty, Licensor shall have the option to either repair or replace the Software or cancel the agreement and return any license fees received. In the event that Licensor fails to repair or replace the Software within a reasonable period, Licensee’s sole recourse shall be to terminate the Agreement and Licensor’s sole obligation shall be to return any Licensee and Installation Fees paid by Licensee. In no event shall Licensor be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Agreement.
7. IMPROVEMENTS. Any improvements or modifications made by Licensor to the Software shall be promptly provided to Licensee and shall be automatically included in this Agreement.
8. TERMINATION. The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:
Right to Terminate Upon Notice. Either party may terminate this Agreement on seven days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the seven day period, the breaching party fails to cure such breach.
9. POST TERMINATION RIGHTS. Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software and the like.
Upon expiration or termination of this Agreement, Licensor may require that Licensee transmit to Licensor, at no cost, all material relating to the Software, provided, however, that Licensee shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement.
10. INDEMNITY. Licensor agrees to defend, indemnify, and hold Licensee, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Licensee based on a breach by Licensor of any representation and warranty made in this Agreement as well as for any third-party claim for infringement of its intellectual property rights based on Licensee’s use of the Software.
11. NOTICES. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service.
Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
12. JURISDICTION AND DISPUTES. Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Louisiana or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in [insert industry or legal experience required for arbitrator] and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
13. AGREEMENT BINDING ON SUCCESSORS. This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
14. WAIVER. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
15. SEVERABILITY. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
16. ASSIGNABILITY. The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.
17. INTEGRATION. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.
BY ACCEPTING A LICENSE, USING PATENTDIVE SERVICES OR ACCESSING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE