License Agreement

THIS LICENSE AGREEMENT (“LICENSE AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND CASEWISE, FOR THE SOFTWARE PRODUCT. BY USING THE SOFTWARE PRODUCT, YOU ARE AGREEING UNCONDITIONALLY TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. THE SOFTWARE PRODUCT MAY BE LICENSED FOR USE WITH CERTAIN THIRD PARTY PRODUCTS, MATERIALS, MODELS AND INTELLECTUAL PROPERTY RIGHTS AS SPECIFIED BY CASEWISE. THE END USER LICENSES OR TERMS OF USE REQUIRED BY THE RELEVANT OWNERS OR LICENSORS OF SUCH PRODUCTS, MODELS, MATERIALS AND INTELLECTUAL PROPERTY RIGHTS GOVERN YOUR ACCESS TO AND USE OF THE SAME AND IMPOSE CERTAIN OBLIGATIONS AND LIABILITIES. BY YOUR INSTALLATION OR USE OF THE SOFTWARE PRODUCT YOU ACCEPT AND AGREE SUCH END USER LICENSES AND TERMS OF USE. THE RELEVANT END USER LICENSES AND TERMS OF USE ARE AVAILABLE ON REQUEST FROM CASEWISE OR MAY BE PROVIDED WITH THE RELEVANT PRODUCT OR MATERIALS. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, THEN DO NOT INSTALL OR USE THE SOFTWARE PRODUCT; IN SUCH EVENT THE ORIGINAL PURCHASER MAY, RETURN IT TO THE PLACE OF PURCHASE WITHIN THIRTY (30) DAYS OF THE DATE OF THE ORIGINAL PURCHASE FOR A FULL REFUND (IF APPLICABLE).

Software Product License
The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is licensed, not sold.

For purposes of this License Agreement, “Software Product” refers to the computer software associated media, printed materials, and “online” or electronic documentation, including without limitation any and all executable files, add-ons, models, templates, symbols, tutorials, help files and other files, that accompany the Casewise product; “Use” means storing, loading (whether into temporary memory (i.e. RAM) or into permanent memory (i.e. hard Disk, CD-ROM or other storage device), installing, executing or displaying the software; “You and Your” means the company, entity or individual whose funds are used to pay the license fee.

1. General Grant of License
Subject to the terms and conditions of this License Agreement, Casewise hereby grants to You a nonexclusive license to use solely for Your internal business purposes, the enclosed Software Product (s), any hardware key that may be furnished, user documentation, and/or development process documentation (including, but not limited to documentation on computer readable media), for which the applicable license fees were paid (collectively Software Product) within the Region (defined below) and in accordance with the definitions of the Product License Type (defined in section 2.0). You may also use any enclosed documentation solely to support such use of the Product. A “Region” shall be defined as one of the following Regions, or other mutually negotiated geographic designation, determined by the Ship-To location for which the applicable license fees were paid.

1.1 Regions

Region 1: North and South America and Canada.

Region 2: Europe, Middle East and Africa.
(Includes the 15 countries of the European Union, Switzerland, Norway, Jersey, Guernsey, Isle of Man, Iceland, Monaco, Andorra, Liechtenstein, San Marino Malta, Cyprus, Albania, All the countries of the former Yugoslavia, Israel, Turkey, all the countries of the Arab Middle East, Iran, the 6 countries of the former Eastern Europe region (Bulgaria, Romania, Poland, Czech Republic, Slovakia, Hungary), all the countries of the former Soviet Union, all the countries of Africa, Madagascar, and the Islands of the South Indian Ocean).

Region 3: North East Asia.
(Includes South Korea, Japan, China, Taiwan, Hong Kong, and Macao.)

Region 4: South and South East Asia and Australia/Pacific.
Includes India, Maldives, Pakistan, Myanmar, Nepal, Bhutan, Bangladesh, Thailand, Laos, Cambodia, Vietnam, Singapore, Malaysia, Indonesia, East Timor, the Philippines, Brunei, Papua New Guinea, the Pacific Ocean Islands, Australia, and New Zealand.

1.2 Access and Use
Only You may access or use the Software Product. Software Product may only be accessed and used on Your equipment at Your facilities within the Region. You may not rent, lease or use the Product in a service bureau or application service provider capacity, unless You have paid the appropriate License fees to Casewise.

Notwithstanding any contrary terms of this Agreement, Your third-party contractors or consultants (“Contractor”) shall be permitted to use the Software Product: (a) solely for Your benefit; (b) only according to the terms of this Agreement (including the requirement that Software Product remains installed only on Your equipment at Your facility); and (c) with technical support to Contractor to be coordinated through You. You shall at all times be responsible for Contractor’s compliance with the terms of this Agreement.

Your may de-install, move and re-install the Software Product within the Region, provided that You comply with Casewise licensing authorization codes and licensing procedures. You may not move the Software Product outside the Region unless applicable fees have been paid. The Software Product shall not be accessed concurrently by more than the number of authorized users, including users accessing the Software Product via an Internet or network connection, for which the applicable license fees have been paid. The Software Product shall not be accessed by an Internet or network connection user who is located outside of the Region

A Software Product license is for the use only on the designation host platform(s) for which the license is issued. Any Software Product may be transferred in its entirety from one designated host to a different designated host platform within the same Region provided that with any such transfer: (a) You have a current Customer Support Services agreement in place; (b) in no event shall the total number of Software Product licenses in use exceed the total number of Product licenses for which the license fees have been paid; and (c) You shall be responsible for any additional price in such a transfer of host platforms.

2. Product License Types
The Software Product is authorized on a “Single-User” basis, “Multi-User” basis or “Concurrent-User” basis and as a “Term License” or “Perpetual License”. Your software product invoice will identify which license type You have, and if You are authorized on a “Multi-User” or “Concurrent-User” basis, how many users are permitted. If You are unsure as to what type of license You have been granted please contact Casewise and we will identify the license type for You. If Your Software Product invoice fails to identify the type of license granted, then the license granted herein shall be for (1) “Single-User 1 Year Term License”.

2.1 Single User
A Software Product license that allows non-simultaneous use by one or more users only on a single, designated host. This Software Product license is tied to the host hardware by the hard drive product ID.

2.2 Multi User
A Software Product license for which shared access on multiple designated hosts is controlled by maintaining specific user ID’s on a common license server(s). The number of user ID’s cannot exceed the number of Named User Software Product licenses purchased for the applicable Software Product. Only specified users are eligible to use the Software Product license.

Single-User Software Product licenses can be upgraded to Multi-User Software Product licenses by the payment to Casewise of applicable License upgrade fees.

2.3 Concurrent User
A Software Product license that allows shared use on multiple designated hosts, provided use occurs via a common license server(s) and the total number of simultaneous users does not exceed the total number of authorized Concurrent Software Product licenses purchased for the applicable Product.

Multi-User Software Product Licenses can be upgraded to Concurrent User Software Product licenses by the payment to Casewise of applicable License upgrade fees.

2.3.1 Worldwide Concurrent
For a Worldwide Concurrent Software Product license, provided that all applicable license fees have been paid, the Region shall be defined as all Regions in Section 1.1.

2.4 Term License
The product is licensed for use for a fixed period of time only and must be removed after the term has elapsed.

2.5 Perpetual License
The product is licensed for an undefined period of time.

3. Authorization Codes
Casewise Software Products may require periodic authorization codes to be issued based on the serial number or host I.D. of the installation computer and the number of authorized Multi-Users or Concurrent-Users. These codes require Casewise to enable such Software Product for use on a particular installation computer. The Software Product may contain such codes and may be disabled if installed on a computer with a different serial number or if used by more than the authorized number of Multi-Users or Concurrent-Users.

4. Ownership
Title, ownership rights and intellectual property rights in and to the Software Product shall remain in Casewise and its suppliers and are protected by US and international copyright law and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is licensed, not sold. There is no transfer to You of any title to or ownership of the Software and the license granted under this license agreement should not be construed as a sale of any right in the Software Product. You must treat the Software like any other copyrighted materials (e.g., a book or musical recording) except that You may make one copy of the Software solely for backup or archival purposes (with the inclusion of all copyright and other proprietary notices), only as long as You otherwise comply with the terms and conditions of this license agreement. You may not make additional copies of the Software Product. All rights not specifically granted under this License Agreement are reserved by Casewise.

5. Description of Other Rights and Limitations
Limitations on Reverse-Engineering, Decompilation and Disassemble; Other Restrictions. You acknowledge that the Software Product in source code form remains a confidential trade secret of Casewise and therefore You agree not to reverse-engineer, decompile or disassemble the Software Product, or make any attempt to discover the source code to the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Except as expressly permitted in this License Agreement, the Software Product may not be Used, copied, translated, redistributed, retransmitted, published, sold, rented, leased, marketed, sublicensed, pledged, assigned, encumbered, transferred, altered, modified or enhanced, whether in whole or in part, nor may you create derivative works from or based on the Software Product. You may not remove any proprietary notices, marks or labels from the Software Product.

Separation of Components. The Software Product is licensed as a single product and its component parts may not be separated for Use on more than one computer.

Termination. This License Agreement is in effect until terminated. You may terminate it at any time by destroying the Software Product and all copies You have made. Unauthorized copying or duplication of the Software Product will result in automatic termination of the License Agreement. Without prejudice to any other rights, Casewise may terminate this License Agreement if You fail to comply with any term or condition of this License Agreement. Upon such termination of this License Agreement, You agree to destroy the Software Product and all copies You have made.

Academic Software Product. If the Software Product is identified as “Academic”, You must be a Qualified Educational User (as defined by Casewise) to Use the Software Product. If you are not a Qualified Educational User, You have no rights under this License Agreement. To determine whether You are a Qualified Educational User, please contact Casewise – Academic sales at the applicable address set forth below.

Support Services. Casewise will subject to payment by You of the Casewise Maintenance and Enhancement fee, provide You with customer and technical support services related to the Software Product (“Support Services”). Use of Support Services is governed by the Casewise policies and programs described in the user manual, in “online” or electronic documentation, and/or in other Casewise-provided materials. Any supplemental software code provided to You as part of the Support Services shall be considered part of the Software Product and subject to the terms and conditions of this License Agreement. With respect to any technical information You provide to Casewise as part of the Support Services, Casewise may use such information for its business purposes, including product support and development. Casewise will not utilize such technical information in a manner that personally identifies You.

6. Upgrades
If the Software Product is labeled or otherwise identified by Casewise As an “upgrade”, You must be properly licensed to use a Software Product identified by Casewise as being eligible for the upgrade in order to use the Software Product. A Software Product, labeled or otherwise identified by Casewise as an upgrade, replaces and/or supplements the product that formed the basis for your eligibility for such upgrade. You may use the resulting upgrade product only in accordance with the terms of this License Agreement. If the Software Product is an upgrade component of a package of software programs that You licensed as a single product, the Software Product may be transferred only as part of that single product package and may not be separated for use on more than one computer.

7. Reports and Audit Rights
You shall institute reasonable measures to ensure compliance with the terms and conditions of this License Agreement. Upon Casewise’s reasonable request, You agree to provide reports relating to Your Use of the Software Product as necessary to demonstrate Your compliance with the terms and conditions of this License Agreement. You further agree that Casewise has the right, upon reasonable prior notice, to audit Your records and inspect Your facilities to verify Your compliance with the terms and conditions of this License Agreement.

8. US Government Restricted Rights
The Software Product and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or Subparagraph (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR52.227-19, as applicable. The licensor is Casewise Systems Inc, 100 Century Park Way, Mount Laurel, New Jersey 08054, USA.

9. Entire Agreement; Governing Law
This License Agreement constitutes the entire agreement between Casewise and You with regard to the subject matter hereof and supersedes any and all prior agreements, understandings, representations, whether written or oral, concerning the subject matter of this License Agreement. This License Agreement shall not be modified except by a written agreement executed by a duly authorized representative of each of Casewise and You.

Nothing in this License Agreement is intended to exclude, modify or restrict the operation of any applicable statute or other law, the provisions of which cannot lawfully be excluded, modified or restricted. If any court of competent jurisdiction determines that a provision of this License Agreement is illegal, invalid or unenforceable in any jurisdiction, then such provision shall be deemed modified to the minimum extent necessary to make it comply with the applicable statute or law of such jurisdiction, and the remaining provisions of this License Agreement shall continue in full force and effect. Any such modification shall not effect any provisions of this License Agreement in any other jurisdiction where this License Agreement governs the Use of the Software Product.

IF YOU ACQUIRED THE SOFTWARE PRODUCT IN THE UNITED STATES, CANADA, LATIN AMERICA OR SOUTH AMERICA, THIS LICENSE AGREEMENT IS GOVERNED BY THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND THE UNITED STATES OF AMERICA.

IF YOU ACQUIRED THE SOFTWARE PRODUCT OUTSIDE THE UNITED STATES, CANADA, LATIN AMERICA OR SOUTH AMERICA, THIS LICENSE AGREEMENT IS GOVERNED BY THE LAWS OF ENGLAND.

Software Product Limited Warranty
To the original customer only, Casewise provides the following warranties.

Limited Warranty. CASEWISE WARRANTS THAT (a) FOR A PERIOD OF SIXTY (60) DAYS FROM THE DATE OF ORIGINAL PURCHASE (“WARRANTY PERIOD”) AS EVIDENCED BY YOUR RECEIPT OR OTHER PROOF OF PURCHASE (i) THE SOFTWARE PRODUCT, UNLESS MODIFIED OR OTHERWISE ALTERED BY YOU, WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE ACCOMPANYING WRITTEN MATERIALS, AND (ii) THE MEDIA ON WHICH THE SOFTWARE PRODUCT IS FURNISHED WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE; AND (b) ANY SUPPORT SERVICES PROVIDED BY CASEWISE SHALL BE SUBSTANTIALLY AS DESCRIBED IN APPLICABLE WRITTEN MATERIALS PROVIDED TO YOU BY CASEWISE. Casewise does not warrant that the Software Product will meet Your requirements or that Use of the Software Product will be uninterrupted or error-free. Casewise is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software Product, nor for problems in the interaction of the Software Product with non-Casewise software products. Some jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to You. The Limited Warranty gives You specific legal rights. You may have others which vary by Jurisdiction.

Exclusive Remedy. Casewise’s entire liability, and Your exclusive remedy, shall be, at Casewise’s option, either (a) replacement of the defective media, (b) repair or replacement of the Software Product that does not meet Casewise’s Limited Warranty, or (c) return of the price paid, if any, and termination of this License Agreement. This remedy is subject to return of the Software Product to Casewise with a copy of Your receipt within the Warranty Period or, solely for a Software Product that was obtained electronically via “electronic software distribution”, to delivery to Casewise of a Casewise approved “certification of destruction” together with proof of purchase within the Warranty Period. This Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, or misapplication. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

No Other Warranties. THE ABOVE WARRANTIES ARE EXCLUSIVE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CASEWISE AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND THOSE ARISING OUT OF USAGE OF TRADE OR COURSE OF DEALING, CONCERNING THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CASEWISE, ITS AGENTS, DEALERS, DISTRIBUTORS OR EMPLOYEES SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY OTHER WARRANTIES.

No Liability for Damages. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CASEWISE OR ITS SUPPLIERS (OR THEIR RESPECTIVE AGENTS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES) BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, ECONOMIC, PUNITIVE OR SIMILAR DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS INFORMATION OR ANY AND ALL OTHER COMMERCIAL OR PECUNIARY DAMAGES OR LOSSES) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, HOWEVER CAUSED AND ON ANY LEGAL THEORY OF LIABILITY (WHETHER IN TORT, CONTRACT OR OTHERWISE), EVEN IF CASEWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. In any event, if any statute implies warranties or conditions not stated in this License Agreement, Casewise’s entire liability under any provision of this License Agreement shall be limited to the greater of the amount actually paid by You to license the Software Product and Five United States Dollars (US$5.00), or, in the case of Support Services, providing such Support Services again or refunding the cost thereof. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.

Casewise Systems Inc
9465 Wilshire Blvd
Suite 300
Beverly Hills
California
CA 90212
United States

Casewise Ltd
25 Grosvenor Street
London, W1K 4QN
UK