PLEASE READ THIS DOCUMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE. BY
INSTALLING AND USING THE SOFTWARE, YOU AGREE ON BEHALF OF THE ENTITY LICENSING
THE SOFTWARE AND WHO IS BECOMING A PARTY TO THIS LICENSE AGREEMENT ("THE
COMPANY") TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THAT YOU HAVE THE
NECESSARY AUTHORITY TO BIND THE COMPANY TO THIS AGREEMENT. IF YOU DO NOT AGREE
TO THE TERMS OF THE AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.
This is an agreement entered into by and between you (the "Company") and
LogicalDOC Srl. and its subsidiaries ("LD"). This Agreement states the terms and
conditions upon which LD offers to license the LogicalDOC Commercial Editions
software provided in this package together with all related documentation and
accompanying items including, but not limited to, the executable programs,
drivers, libraries and data files associated with such programs (collectively,
Accessible Code means source code contained within the Software that is
accessible under this Agreement. Affiliate means a company which is controlled,
under common control or controlling the Company during the period of such
control. For the purposes of this Agreement, "control" shall mean ownership,
directly or indirectly, of more than 50% of the shares in the Company (or other
voting securities) which vote for the election of the board of directors or
other managing body of the Company.
End User means an employee, contractor or agent of the Company and its
Affiliates authorized by the Company to use the Software as per the terms of
OEM Distribution means distribution of the Software as either a bundled add-on
to, or embedded component of, another application with such application being
made available to its users as, but not limited to, an Enterprise application, a
hosted application, a Software-as-a-Service offering or a subscription service
for which the distributor of the application receives a license fee or any form
of direct or indirect compensation.
Protected Code means source code contained within the Software that is protected
against access by LD and is not accessible under this Agreement.
Distribution Archive means a software installer package or any other
distribution medium commonly utilized to package and distribute software.
Customer Service Systems means any online system provided by LD or its service
providers to provide Company with product support, access to the Software, or
user licenses, though not limited to these services.
GRANT OF RIGHTS
For the term of this Agreement and subject to the Company's payment of the
license fees as defined below LD grants the Company a non-exclusive, non-
transferable, non-sublicensable right to use and modify the Software only for
the Company's own internal use and limited to the number of End Users for which
the Company has paid the applicable license fee.
COMPANY'S RESPONSIBILITY FOR END USERS
The Company shall be responsible for any act or omission of all End Users and
for their compliance with all of the terms of this Agreement. Any action or
breach by any of the Company's employees, contractors, agents or Affiliates
shall be deemed an action or breach by the Company of this Agreement and the
Company hereby indemnifies and holds LD harmless from any and all such breaches
of this Agreement. The Company waives all of those defenses that the Company may
have in law or otherwise which may be raised to avoid liability should the
Company not be liable for its employees, contractors', agents' or Affiliates'
acts, omissions and non-compliance with the terms of this Agreement.
DELIVERY AND ACCEPTANCE OF THE SOFTWARE
The Software shall be deemed accepted once the Company has successfully
downloaded and unpacked the Distribution Archive.
The Company shall not, directly or indirectly: (i) remove or alter any
copyright, trademark or proprietary notice in the Software; (ii) transfer, use
or export the Software in violation of any laws or regulations of any government
or governmental agency; (iii) reverse engineer, decompile or modify any
protected code which forms part of the Software; (iv) distribute the Software
via OEM Distribution without entering into a separate OEM Distribution Agreement
with LD; (v) redistribute the Accessible or Protected Code; (vi) use and or
modify the Software to develop a competitive product; and (vii) commit any act
or omission the likely result of which is that LD's reputation will be brought
into disrepute or which act or omission could reasonably be expected to have or
does have a material and adverse effect on LD's interests.
The Software includes license protection mechanisms that are designed to manage
and protect the intellectual property rights of LD. The Company must not modify
or alter those features to try to defeat the Software use rules that the license
protection mechanisms are designed to enforce. The Company must not use
the same license on more than one installation nor on more than
one physical or virtual device.
Notwithstanding anything to the contrary in this Agreement, during the period of
this Agreement the Company may continue to use the Software initially provided
under this Agreement with the source code and license and use differing
databases, web servers or operating systems than the database, web server or
operating system initially selected by the Company on installation of the
Software at no charge.
LD and its licensors shall own all right, title, and interest to the Software,
technology, information, code or software provided to Company, including all
portions, copies or modifications thereof. Except as expressly provided herein,
no licenses of any kind are granted hereunder, whether by implication, estoppel,
FEES AND PAYMENT
End User Accounts: The Company shall designate an Administrator and notify LD of
the identity and contact information for said Administrator. The Administrator
may add End Users to the Company's subscription for the Software by placing an
order with LD. The Company is responsible for all activity occurring under the
Company's End User's accounts. The Company shall notify LD immediately of any
unauthorized use of any password or account that provides Company access to the
Customer Service Systems, or unauthorized copying or distribution of the
Software or related proprietary material.
License fee: The Company shall pay to LD an amount specified on the LogicalDOC
price list for the number of End Users and other parameters that Company selects.
Payment of the license fee shall be due and payable as set forth in the terms
and conditions on the LogicalDOC website. All fees paid to LD are non-refundable.
The Company will also pay all applicable taxes, including sales, use, personal
property, valueadded, excise, customs fees, import duties, stamp duties and any
other similar taxes and duties, including penalties and interest, imposed by any
federal, state, provincial or other government entity on the transactions
contemplated by this Agreement.
LD reserves all rights not expressly granted to you in this EULA. The Software
is protected by copyright and other intellectual property laws and treaties. LD
and/or its licensors own the title, copyright, and other intellectual property
rights in the Software. The Software is licensed, not sold. The Company must not
remove the copyright notice from any copy of the Software or any copy of the
written materials, if any, accompanying the Software.
MERGER OR INTEGRATION
Should the Company merge any portion of the Software or accessible code into, or
integrate any portion of the Software or accessible code with, any other program
or code, any portion of the Software or accessible code merged into or
integrated with another program, if any, will continue to be subject to the
terms and conditions of this Agreement, and the Company must reproduce on the
merged or integrated portion all copyright and other proprietary rights notices
included in the originals of the Software or accessible code.
TRANSFER OF LICENSE
The Company must not transfer its license in terms of this Agreement to any
external third parties.
LIMITATIONS ON USING, COPYING, AND MODIFYING THE SOFTWARE
Except to the extent expressly permitted by this Agreement or by the laws of the
jurisdiction where the Company acquired the Software, it may not use, copy or
modify the Software. Nor may the Company sub-license any of its rights under
DECOMPILING, DISASSEMBLING, OR REVERSE ENGINEERING
The Company acknowledges that the Software contains trade secrets and other
proprietary information of LD and its licensors. Except to the extent expressly
permitted by this Agreement or by the laws of the jurisdiction where the Company
is located, it may not decompile, disassemble or otherwise reverse engineer the
Software, or engage in any other activities to obtain underlying information
that is not visible to the user in connection with the normal use of the
In particular, the Company agrees not for any purpose to transmit the Software
or display the Software's object code on any computer screen or to make any
hardcopy memory dumps of the Software's object code. If the Company believes
that it requires information related to the interoperability of the Software
with other programs, it shall not decompile or disassemble the Software to
obtain such information, and it agrees to request such information from LD at
the address listed below. Upon receiving such a request, LD shall determine
whether the Company requires such information for a legitimate purpose and, if
so, LD will provide such information to the Company within a reasonable time and
on reasonable conditions.
In any event, the Company will notify LD of any information derived from reverse
engineering or such other activities, and the results thereof will constitute
the confidential information of LD that may be used only in connection with the
Software Maintenance includes LD's provisioning to the Company of updates and/or
enhancements of the Software made generally available to customers from time to
time, and online technical support (and where applicable, phone support) to one
Company-designated technical contact for the sole purpose of addressing
technical issues relating to the use of the Software (excluding any form of on-
site visits by LD personnel or contractors).
LD will make commercially reasonable best efforts to remedy defective code and
to release these fixes as updates according to LD's product roadmap.
LD can send statistics on the system usage, these statistics are used to
improve the Software and will not shared with other subjects.
DISCLAIMER OF ANY WARRANTY
LD does not warrant that the functions contained in the Software will meet the
Company's requirements or that the operation of the Software will be correct,
uninterrupted or error-free. LD provides evaluation copies of the Product so
that customers can assess the Product before purchase it.
THE SOFTWARE IS PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT.
The Company assumes responsibility for the support and fault-finding of any
modifications made to the Software, or merger and integration undertaken with or
between any other program or code.
The Company assumes full responsibility for the selection of the Software to
achieve its intended results, and for the installation, use and results obtained
from the Software. The Company also assumes the entire risk as it applies to the
quality and performance of the Software. Should the Software prove defective,
the Company (and not LD, or its distributors or dealers) assumes the entire cost
of any and all necessary servicing, repair or correction.
Some countries/states do not allow the exclusion of implied warranties, so the
above exclusion may not apply to the Company. LD disclaims all warranties of any
kind if the Software was customized, repackaged or altered in any way by any
third party other than LD.
The Company grants LD the right to include the Company as a customer in
promotional material for the Software or for LD.
The Company can deny LD this right by submitting a written request via e-mail to
firstname.lastname@example.org This e-mail address is being protected from spambots. You
promotional material. Confirmation of such denial (via reply e-mail) must be
received prior to purchasing for this to be effective.
Should the Company come to be or already be included in promotional material, as
a result of any prior purchases where the Company did not request exclusion from
the promotional material, the Company can at any point, submit a written request
via e-mail to email@example.com This e-mail address is being protected from
spambots. Upon receipt of such request, LD will remove any reference to the
Company from such promotional material within 30 days and make no further
reference to the Company.
During any term of this Agreement, the Company grants to LD a non-transferable,
non-exclusive, license to reproduce and display its logos, trademarks, trade
names and similar identifying material so that LD may refer to the Company as a
user of the Software should LD so desire, such as on the LD website, in press
releases and in other marketing materials.
If the Company distributes the Software in violation of this Agreement, it
hereby indemnifies, hold harmless and defends LD from and against any and all
claims or lawsuits, including attorney's fees and costs that arise, result from
or are connected with the use or distribution of the Software in violation of
LIMITATION OF REMEDIES AND DAMAGES
In no event will LD or its licensors be liable for any indirect, incidental,
special or consequential damages, or for any personal injury or bodily injury (
including death) to any persons caused by LD's negligence, or for any lost
profits, lost savings, loss of use, lost revenues or lost data arising from or
relating to the Software or this Agreement, even if LD or its licensors have
been advised of the possibility of such damages. In no event will LD's liability
or damages to the Company or any other person ever exceed the amount paid by the
Company to use the Software, regardless of the form of the claim.
Some countries/states do not allow the limitation or exclusion of liability for
incidental or consequential damages, so the above limitation or exclusion may
not apply to the Company.
The Contractor/Manufacturer for the Software is:
Via Aldo Moro interna 3
41012 - Carpi (MO) Italy
Phone: +39 059 597 0906
This Agreement is binding on the Company as well as its employees, employers,
contractors and agents, and on any successors and assignees. Neither the
Software nor any information derived therefrom may be exported except in
accordance with the laws of Italy or other applicable provisions.
This Agreement is governed by the laws of Italy. This Agreement is
the entire agreement between LD and the Company and the Company agrees that LD
will not have any liability for any untrue statement or representation made by
it, its agents or anyone else (whether innocently or negligently) upon which the
Company relied upon entering this Agreement, unless such untrue statement or
representation was made fraudulently. This Agreement supersedes any other
understandings or agreements, including, but not limited to, advertising, with
respect to the Software. If any provision of this Agreement is deemed invalid or
unenforceable by any country or government agency having jurisdiction, that
particular provision will be deemed modified to the extent necessary to make the
provision valid and enforceable, and the remaining provisions will remain in
full force and effect. The original of this Agreement has been written in
English, and that version will govern.
This document is published at the "End User License Agreement" section of this site and is subject to updating.