Convergence Case Management Data Retrieval Software. VOCATIONAL EXPERT CASE MANAGEMENT SOFTWARE, CLOUD BASED SOFTWARE, COUNSELOR CASE MANAGEMENT SOFTWARE, SOCIAL SERVICE AGENCY CASE MANAGEMENT SOFTWARE, SINGLE USER SOFTWARE, MULTIPLE USER SOFTWARE, EXPERT WITNESS CASE MANAGEMENT SOFTWARE
Convergence Case Management Date Retrieval Software, Inc.License Agreement
IMPORTANT –CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS (REFERRED TO AS THE “TERMS”) BEFORE INSTALLING CONVERGENCE SOFTWARE (REFERRED TO AS THE “SOFTWARE”). BY CLICKING THE “AGREE” BUTTON, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE OR INSTALL THE SOFTWARE. DO NOT SELECT “AGREE” OR USE THE SOFTWARE UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO THESE TERMS. YOU AGREE TO AND HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW.
THESE TERMS CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU, ON BEHALF OF YOURSELF AND THE COMPANY ON WHOSE BEHALF YOUR ARE INSTALLING THE SOFTWARE (“YOU”) AND CONVERGENCE CASE MANAGEMENT DATA RETRIEVAL SOFTWARE, LLP. ("CONVERGENCE”), WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THESE TERMS.
YOU ASSUME ALL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE.
GRANT OF LICENSE. Single User License Grant: Convergence and its suppliers grant to Customer ("Customer" or “You”) a nonexclusive and nontransferable license to use the Software in object code form solely on a single central processing unit owned or leased by Customer.
Multiple-Users License Grant: Convergence and its suppliers grant to Customer a nonexclusive and nontransferable license to use the Software in object code form: (i) installed in a single location on a hard disk or other storage device of up to the number of computers owned or leased by Customer for which Customer has paid a license fee ("Permitted Number of Computers"); or (ii) provided the Software is configured for network use, installed on a single file server for use on a single local area network for either (but not both) of the following purposes: (a) permanent installation onto a hard disk or other storage device of up to the Permitted Number of Computers; or (b) use of the Software over such network, provided the number of computers connected to the server does not exceed the Permitted Number of Computers. Customer may only use the programs contained in the Software (i) for which Customer has paid a license fee (or in the case of an evaluation copy, those programs Customer is authorized to evaluate) and (ii) for which Customer has received a product authorization key ("PAK"). Customer grants to Convergence or its independent accountants the right to examine its books, records and accounts during Customer's normal business hours to verify compliance with the above provisions. In the event such audit discloses that the Permitted Number of Computers is exceeded, Customer shall promptly pay to Convergence the appropriate licensee fee for the additional computers or users. At Convergence's option, Convergence may terminate this license for failure to pay the required license fee.
LICENSE RESTRICTIONS. The Software should be installed in accordance with the instructions of Convergence. You may not, nor permit anyone else to, directly or indirectly: (i) distribute, rent, lease, market, sublicense, resell or otherwise transfer the Software, (ii) copy or modify the Software either alone or in conjunction with any other product or program, (iii) decompile, disassemble or reverse engineer all or any portion of the Software, except and only to the extent, that such activity is expressly permitted by applicable law notwithstanding this limitation, (iv) integrate, bundle and/or combine the Software with your or any other parties’ product and/or software except for your internal usage,(v) remove any identification, including copyright, trademark, patent or other notices, contained in or on the Software; (vi) use the Convergence name, logo or trademarks without prior written consent from Convergence; (vii) publish the results of any comparisons or other benchmarking activities that you will conduct with the Software, either alone or in connection with any other software or hardware without the prior written consent of Convergence, or (viii) publish reviews of the Software without the prior written consent of Convergence. You agree that Convergence may audit your use of the Software for compliance with these Terms at any time, upon reasonable notice.
OWNERSHIP; COPYRIGHT PROTECTION. The Software is licensed, not sold. As between the parties, all title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Software, including all documentation, shall remain in Convergence, its affiliates, or their respective suppliers and licensors. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in these Terms. These Terms do not give you any rights not expressly granted herein. You may not copy the Software manual(s), on-line documentation, or any written materials accompanying the Software. Any right not explicitly granted to you is reserved to Convergence or its licensors.
If you contact Convergence with feedback data (e.g., questions, comments, suggestions or the like) regarding the Software (collectively, “Information”), such Information shall be deemed to be non-confidential, and Convergence shall have a non-exclusive, royalty-free, worldwide, perpetual license to use or incorporate into the Software any such Information.
UPDATES. These Terms apply to downloading, installing and using the Software. Convergence may from time to time revise or update its Software. Such updates and revisions will be supplied according to Convergence’s then prevailing policies, which may include automatic updating without any additional notice to you.
OPEN SOURCE SOFTWARE. The Software includes open source software programs that are made available by Convergence and other third parties under their respective open source licenses (“Open Source Licenses”). Certain Open Source Licenses and/or certain relevant provisions of such Open Source Licenses are listed in the Software notice.txt file. You are obligated to comply with the applicable Open Source Licenses related to such open source software programs. Open source software programs are governed solely by such Open Source Licenses, including without limitation warranty and indemnification, which will prevail over these Terms.
TERM AND TERMINATION. These Terms shall continue until terminated as set forth in this section. You may terminate these Terms at any time by removing the Software from your system and destroying all copies of the Software and documentation relating to the Software. Unauthorized copying of the Software or otherwise failing to comply with these Terms will result in automatic immediate termination of these Terms and will make available to Convergence legal remedies. Convergence reserves the right to terminate these Terms and the license granted hereunder at any time and without notice. Upon termination of these Terms, the license granted herein will terminate and you: (i) will cease any and all rights to use the Software, and (ii) will remove the Software from all hard drives, networks and other storage media and destroy all copies of the Software in your possession or under your control. Upon Convergence request you shall within three (3) days certify destruction of, all full or partial copies of the Software, documentation and related materials provided by Convergence.
The provisions in the paragraphs above labeled LICENSE RESTRICTIONS, OWNERSHIP; COPYRIGHT PROTECTION, OPEN SOURCE SOFTWARE, TERM AND TERMINATION, INDEMNITY, LIMITATION OF LIABILITY AND WARRANTY, and MISCELLANEOUS will survive any termination of these Terms.
INDEMNITY. You agree that Convergence shall have no liability whatsoever for any use made of the Software by you or any third party. You hereby agree to defend, indemnify and hold harmless Convergence and its affiliates and their respective officers, directors, agents and employees from any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) arising from claims related to your use of the Software as well as from your failure to comply with these Terms.
LIMITATION OF LIABILITY AND WARRANTY. TO THE FULLEST EXTENT PROVIDED BY LAW, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. CONVERGENCE, ITS AFFILIATES, SUBSIDIARIES AND ITS THIRD PARTY LICENSORS DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE. CONVERGENCE DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR-FREE, THAT THE SOFTWARE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS OR THAT CONVERGENCE WILL CORRECT ANY ERRORS IN THE SOFTWARE. CONVERGENCE DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR USING THE SOFTWARE.
CONVERGENCE, ITS AFFILIATES, SUBSIDIARIES AND ITS THIRD PARTY LICENSORS, IF ANY, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE SOFTWARE.
IN NO EVENT SHALL CONVERGENCE, ITS AFFILIATES, SUBSIDIARIES OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CONVERGENCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL CONVERGENCE OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF CONVERGENCE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Convergence's or its suppliers' liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
YOU AGREE TO THE ALLOCATION OF LIABILITY RISK WHICH IS SET FORTH IN THIS SECTION.
GOVERNMENT USE. If you are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Software is a “commercial item”, “commercial computer software” and “commercial computer software documentation”. In accordance with such provisions, any use of the Software by the Government shall be governed solely by the terms of these Terms.
EXPORT CONTROLS. You acknowledge that the Software may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the Software as well as end-user, end-use and destination restrictions issued by national governments.
LICENSE FEES: Base License Fee: Please see Exhibit A, attached hereto and incorporated by reference. Payment of the Base License fee is due in full at time of purchase.
Annual Licensing Renewal Fee: Please see Exhibit A, attached hereto and incorporated by reference. Payment of the Annual Licensing Renewal Fee is due exactly one (1) year from date of purchase, and due every following year on the same day.
Customer Service & Customization Fees: Please see Exhibit A, attached hereto and incorporated by reference. The company will offer Licensee complimentary customer service, including program installation assistance. The Company will invoice Licensee monthly for Customization at the Company’s current hourly rate, unless the Agreement has previously been terminated or Licensee has notified the Company in writing of its desire to terminate the Agreement. All support fees for Customization are payable within thirty (30) days of the date of the invoice. The Company may change its charge schedule for Customization upon ninety (90) days advance written notice to Licensee. The Company reserves the right to release certain enhancements not provided as Customization under this Agreement as additional charge options.
The company reserves the right to adjust, alter, increase, or change pricing for Base License Fees, Annual Licensing Renewal Fees, and Customer Service and Customization Fees.
PRIVACY POLICY. See Schedule 12, attached hereto and incorporated by reference.
HIPPAA COMPLIANCE STATEMENT. See Schedule 13, attached hereto and incorporated by reference.
MISCELLANEOUS. These Terms represent the complete agreement concerning the Software between you and Convergence and supersedes all prior agreements and representations between you and Convergence. If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. Any waiver of any provision of these Terms will be effective only if in writing and signed by Convergence. These Terms are personal to you and may not be assigned or transferred for any reason whatsoever without the consent of Convergence and any action or conduct in violation of the foregoing shall be void and without effect. Convergence expressly reserves the right to assign these Terms and to delegate any of its obligations hereunder. These Terms are governed by and construed under the laws of the State of California, without regard to its conflicts of law rules. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to these Terms shall be applicable courts located in the City and County of San Francisco, California, and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You hereby agree to service of process in accordance with the rules of such courts. In any action or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover costs and attorneys’ fees.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE AGREE BUTTON AND/OR CONTINUING TO INSTALL OR USE THE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY THESE TERMS.
Last Revised: January 28, 2015
c 2013 Convergence Case Management Software, Inc.