IMPORTANT - READ CAREFULLY: WILSON'S COMPUTER APPLICATIONS ("WCA" OR "LICENSOR") SOFTWARE LICENSE AGREEMENT. BY ACCEPTING THE TERMS OF THE LICENSE AGREEMENT OR INSTALLING OR USING THE SOFTWARE, THE INDIVIDUAL OR ENTITY LICENSING THE SOFTWARE ("YOU" OR "LICENSEE") IS AGREEING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT.
IF A RESELLER, SERVICE PROVIDER, CONSULTANT, CONTRACTOR OR OTHER PARTY DOWNLOADS THE SOFTWARE FOR YOU AND/OR INSTALLS THE SOFTWARE ON YOUR BEHALF PRIOR TO YOUR USE OF THE SOFTWARE, THAT PARTY WILL BE DEEMED TO BE YOUR AGENT ACTING ON YOUR BEHALF AND YOU WILL BE DEEMED TO HAVE ACCEPTED ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT AS IF YOU HAD DIRECTLY DOWNLOADED AND/OR INSTALLED THE SOFTWARE YOURSELF. SOFTWARE SUBSCRIPTION IS SOLD UNDER THIS LICENSED AGREEMENT AND IS VALID ONLY FOR PAYING SUBSCRIBERS.
"Software" means Licensor's proprietary RealEasy Appraisal Suite & Web Applications, as may otherwise be specified in a purchase order, including Documentation.
"Documentation" means user manuals and technical specifications shipped with the Software or made available through electronic means at the time of the delivery of the Software.
"Licensed Device: means a computer or other end user interface device designated, with a corresponding installation address, by the Licensee prior to installation of the Software, and which provides access to the Software.
Subject to the provisions of this License, Licensor grants You a limited, non-exclusive, revocable and non-transferrable license, without right to sublicense, to use the Software only on the Licensed Device during the License Term. This license grant is fee-bearing, except during any limited preview or free trial period that may apply. If you desire to purchase additional licenses, please contact WCA at the following: 888-528-3445.
Some users are allowed a trial period. If you do not purchase a license, Your license to use the Software expires at the end of your trial period. If you purchase a license, unless You violate this agreement, Your license to use the Software expires once you have failed to renew your license. Licensor may provide You reminders and opportunities to renew the license before your license expires. Upon expiration of the License Term, You shall immediately discontinue use of the Software and Documentation, and all copies of the Software shall be returned to Licensor, destroyed, or disabled, at Licensor's discretion. Licensor reserves the right to cause the Software to stop functioning after the expiration of any trial period or License Term if You have not renewed Your license. Violation of this agreement automatically ends Your license to use the Software. Certain obligations under this Agreement continue even after the end of the License Term (see CONTINUING OBLIGATIONS clause below). If You desire to renew Your license or purchase an extension to the License Term, please contact WCA at the following: 888-528-3445.
You may not sublicense this Software. You may not use the licensed Software for illegal purposes. You may not reveal Your account information or password, if any, to anyone else. You may not alter any intellectual property notices associated with this Software (such as confidentiality, copyright, trademark, or patent notices). You may not attempt to reverse-engineer, tamper with, alter, or create derivative works from this program. You may not do or attempt to do anything that would jeopardize Licensor's rights in the licensed Software. The rights granted in the clause titled "LICENSE TERM" above are Your only rights to the Software; Licensor reserves all Intellectual Property rights in the Software and there shall be no implied license.
This license is limited to the individual licensed user. You must have a license and pay a separate license fee for each licensed appraiser, whether only executing from memory, over a network, or stored on a hard disk or other storage device. You will provide to Licensor, upon request, information to verify that You are in compliance with the terms of this Agreement.
WORLDWIDE ERC ®
Certain material contained in this License Agreement is licensed from Worldwide ERC® and is subject to the terms of that license. The use of all Worldwide ERC® forms generated by this Software is limited to the preparation of completed forms by the end-user for its business use. The production of blank forms is strictly prohibited. Worldwide ERC® reserves the right to change, modify, or discontinue the use or endorsement of any of its forms at any time, without notice to the end-user. Worldwide ERC® makes no claims or representations concerning its forms whatsoever, including their fitness for any specific purpose. Worldwide ERC® is not connected in any way with any software vendor and licenses its forms widely.
Title to, ownership of, and all rights and interests in the Software, all copies of the Software, and the Documentation shall remain Licensor's. This license is not a sale of the original software or any copy. This license does not grant You any rights, license, or interest in any improvements, modifications, enhancements, or updates of the Software or Documentation.
You acknowledge that the Software contains confidential and proprietary information and trade secrets belonging to Licensors and that such information and trade secrets are being provided to You on a confidential basis. You shall maintain the confidential nature of the Software and Documentation which are provided for Your own internal use under this license in the same manner You would protect Your own confidential material.
Software and Documentation are protected by copyright. Documentation may not be copied in any fashion. You may make up to five copies of the machine-readable form of the Software for backup or archive purposes as permitted in 17 U.S.C. § 117 and/or use the Software or other computers for the exclusive use of the Licensee. You must reproduce the original copyright notice with the copy. This clause does not provide any rights beyond those provided by 17 U.S.C. § 117.
This copy of the Software is personal to You and may not be assigned (by operation of law or otherwise) or transferred without the prior written consent of Licensor. In addition, the Software and the original installation address for the Licensed user may not be transferred to another user. You may not transfer, assign, rent, lease, sell or otherwise dispose of the Software on a temporary basis or otherwise.
THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTY AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHATABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE TRADE OR PRACTICE. NO ORAL OR OTHER WRITTEN INFORMATION SHALL CREATE ANY WARRANTY. LICENSOR DOES NOT WARRANT THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. YOU ASSUME ALL RISK THAT MAY ARISE OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE LICENSOR BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, GOOD WILL, BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR USE OR INABILITY TO USE MACHINES AND OTHER EQUIPMENT MODIFIED BY THE SOFTWARE, EVEN IF THE LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING THE ABOVE DISCLAIMER, IF A COURT IMPOSES LIABILITY ON LICENSOR FOR ANY REASON, SUCH LIABILITY SHALL NOT EXCEED REPLACEMENT OF THE SOFTWARE OR REFUND OF MONEY PAID FOR THE SOFTWARE.
For support inquiries, please contact Licensor at firstname.lastname@example.org, 888-528-3445, or using the chat support system that is available through the Software.
Expiration of Your License Term (see License Term clause above) does not end Your obligations under this agreement. For example, Your obligation to pay any accrued charges and fees shall survive expiration of the License Term. Your obligations under each of the following clauses shall also survive expiration of the License Term: LICENSE GRANT; LICENSE RESTRICTIONS; CONFIDENTIALITY; COPY RESTRICTIONS; and TRANSFER RESTRICTIONS.
This Agreement shall be deemed to have been made in, and shall be solely and exclusively construed under, the laws of the State of Louisiana, U.S.A., without giving effect to Convention on Contracts for the International Sales of Goods which shall not apply to this Agreement.
Any, and all, disputes arising out of this agreement shall be resolved by means of binding arbitration. The arbitrator in each case shall be selected according to the rules set forth by the American Arbitration Association, or its successor organization and the procedures to be followed shall be those of said Association. The substantive law to be applied shall be the law of the State of Louisiana.
The prevailing party in any disputes relating to this Agreement shall be awarded its reasonable attorney's fees and costs, including expert witness fees.
If any provision of this Agreement is ruled entirely or partly invalid or unenforceable by any court of competent jurisdiction, (i) such provision shall be deemed amended, and the parties shall reform the provision to the minimum extent necessary to render it valid and enforceable in conformity with the parties' intent manifest in this Agreement; and (ii) the validity and enforceability of all provisions not ruled to be invalid or unenforceable shall remain unaffected. If amendment is not possible, the Agreement will be enforced to the maximum extent permitted by law, and other parts of this Agreement will remain in force.
You agree that through Your use of the Software, Licensor may periodically offer You the opportunity to license additional Software, either royalty-free or for additional consideration.
Licensor may amend the terms of this Agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at http://www.wca-inc.com/eula.html, which amended terms shall be binding on You.
NO ADEQUATE REMEDY AT LAW
You acknowledge that if You fail to comply with the LICENSE GRANT, LICENSE RESTRICTIONS, CONFIDENTIALITY, COPY RESTRICTIONS, and TRANSFER RESTRICTIONS clauses, there will be no adequate remedy at law and that Licensor shall have the right to have any breach thereof remedied by equitable relief (e.g., temporary restraining order, preliminary injunction, permanent injunction, specific performance, etc.) without posting any bond or surety, and such other alternative relief as may be appropriate.
You shall defend, indemnify and hold harmless Licensor, its officers, directors, employees, agents, affiliates, representatives, and distributors, from and against any and all suits, actions, claims, costs, damages, losses, liabilities and expenses (including legal fees) they may suffer or incur in connection with Your breach of the LICENSE GRANT or LICENSE RESTRICTIONS clauses.
U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND
The Software is commercial computer software as defined in DFARS 252.227.7014(a)(1). Use, duplication, or disclosure by the U.S. Government is subject to the terms of this license agreement as stated in DFARS 252.227-7202 and others.
Please address any questions concerning this Agreement to: email@example.com.