1. GRANT OF RIGHTS
1.1 Program. LNC permits you to use the Program during the Order Term only in accordance with these terms (the "Terms"). Subject to your payment of the fees set forth in the Order and your compliance with the terms of the Order, including these Terms, LNC grants to you a limited, personal, non-exclusive, nontransferable and non-assignable (except as the Terms otherwise provides) right to use the Program and Documentation as set forth in herein.
1.2 Subject to the restrictions set forth below, you may (a) install the number of copies of Program identified in the Software Order in executable form for your internal operations; (b) use the Documentation for your internal operations; (c) make a single backup copy of the Program, provided the backup copy is not used for production purposes; and (d) permit your employees, agents, representatives, contractors or customers to access and use the Program locally or remotely in accordance with this Agreement.
1.3 Copyright notices and any other proprietary legends on the original copy of the Program must be reproduced on any copies of the Program. You may not transfer the rights to a backup copy unless you transfer all rights in the Program.
1.4 Use of some third-party materials included in the Program may be subject to other terms and conditions typically found in a separate software agreement or "Read Me" file located in or near such materials.
2.1 By accepting the rights granted by LNC, you agree that you will not, without the prior written consent of LNC (a) sell, license, sublicense, grant rights to, distribute, lease or otherwise transfer or allow the transfer of the Program, or any backup copy, to third parties; (b) use the Program in any manner inconsistent with the rights granted above, including but not limited to, use of the Program in a service bureau, renting, leasing, lending or using the Program to provide commercial hosting services, or using more than the number of Authorized Copies of the Program or permit access to the Program by more than the number of Authorized Users; (c) modify or create derivative works of the Program or Documentation or separate the Program’s component parts for use on more than one device; or (d) unless specifically permitted under applicable law without the possibility of contractual waiver, attempt to decompile, disassemble or reverse engineer the Program, or otherwise attempt to (i) derive source code or underlying ideas, algorithms, structure or organization from the Program or (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Program, including without limitation any such mechanism used to restrict or control the functionality of the Program.
2.2 Any transfer of the Program or assignment of this Agreement shall be at LNC’s sole discretion. Any permitted transfer of the Program must include the Program and Documentation, any backup copies, any Updates or Upgrades, if applicable, and a copy of this Agreement. Written notice of the transfer must be sent by you to LNC within 15 business days of the transfer, specifying the new grantee, who must agree to be bound by the terms and conditions of this Agreement.
2.3 THERE MAY BE TECHNOLOGICAL MEASURES IN THE PROGRAM THAT ARE DESIGNED TO PREVENT UNAUTHORIZED USE OF THE PROGRAM. You understand that you may need to activate or reactivate the Program from time to time to continue use of the Program.
2.4 Arabic Text. Concordance supports the processing of justified Arabic text by stripping out kashida. Kashida is a type of justification used in some cursive scripts, particularly Arabic. In contrast to white-space justification, which increases the length of a line of text by expanding spaces between words or individual letters, kashida justification is accomplished by elongating characters at certain chosen points. The process provides for the electronic searching of justified Arabic text, but does not change the meaning or alter the original documents.
2.5 Internet-Based Services. If the Program accesses a LNC internet-based service associated with the Program, you agree that you will not use the Program in any manner that could damage, disable, overburden, or impair such services or interfere with any other party’s use and enjoyment of them.
If any authority imposes a duty, tax, levy or fee, excluding those based on LNC's net income, upon the Program, then you agree to pay the amount specified. You are responsible for any personal property taxes for the Program from the date it was acquired.
4. TERMINATION OF AGREEMENT
On termination of this Agreement, you, at your option, will either (1) destroy all copies of the Program, including any backup copies and the originals and any copies of the Documentation and certify such destruction in writing to LNC, or (2) return them to LNC. This obligation shall survive the termination of this Agreement.
5. COPYRIGHT AND PROPRIETARY INFORMATION
LNC and its suppliers reserve all of rights with respect to the Program, Documentation and any copies under all applicable national and international laws and treaties for the protection of Intellectual Property, including, but not limited to, trade secrets, copyrights, trademarks and patents. Any rights not expressly granted to you in this Agreement are retained by LNC and its suppliers.
Except as otherwise provided in this Agreement, you shall not cause or permit unauthorized copying, reproduction or disclosure of any portion of the Program or Documentation, or the delivery or distribution of any part thereof to any third party, for any purpose, without the prior written permission of LNC. This restriction shall continue beyond the termination of this Agreement.
You will not ship, transfer or export the Program or Documentation to any country, nor will you use the Program in any manner prohibited by the United States Export Administration Act or any other export laws national or international, restrictions or regulations that apply to the Program. You agree to indemnify and hold LNC harmless for any violation of this provision.
7. U.S. GOVERNMENT RIGHTS
The Program and Documentation are "Commercial Items" as that term is defined at 48 CFR 2.101 consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation" as such terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. The Program and Documentation are licensed to U.S. Government end users (a) only as Commercial Items and (b) only with those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.
8. LIMITED WARRANTY
8.1 LNC warrants that the Program will operate substantially in accordance with its written Documentation. No warranty is made that the Program will run uninterrupted or error-free. The warranty period for the Program and Documentation is 90 days from delivery ("Warranty Period"). LNC further warrants that it has sufficient rights to grant the rights in and to the Program pursuant to this Agreement.
8.2 LNC’s and its suppliers' entire liability and your exclusive remedy for any breach of this limited warranty or for any other breach of this Agreement or for any other liability relating to the Program shall be, at LNC’s option from time to time exercised subject to applicable law, (a) repair or (b) replacement of the Product, that does not meet this limited warranty and that is returned to LNC with a copy of your receipt. You will receive the remedy elected by LNC without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Program to LNC). This limited warranty is void if failure of the Program has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Program will be warranted for the remainder of the original warranty period or 30 days, whichever is longer, and LNC will use commercially reasonable efforts to provide you remedy within a commercially reasonable time of your compliance with LNC’s warranty remedy procedures. Outside the United States or Canada, neither these remedies nor any product support services offered by LNC are available without proof of purchase from an authorized international source.
8.3 THE PRECEDING WARRANTIES ARE THE ONLY WARRANTIES RELATED TO THE PROGRAM, DOCUMENTATION AND SUPPORT SERVICES AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
8.4 If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also has an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (90 DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE 90 DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. This limited warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction.
8.5 LNC is acting on behalf of its suppliers for the purpose of disclaiming, excluding, and/or limiting obligations, warranties, and liability as provided in this Agreement, but in no other respects and for no other purpose.
9. LIMITATION OF LIABILITIES
IN NO EVENT WILL COMPANY, ITS PROGRAM DEVELOPERS OR SUPPLIERS HAVE ANY OBLIGATION OR LIABILITY (WHETHER IN TORT, CONTRACT, WARRANTY OR OTHERWISE AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE, PRODUCT LIABILITY, OR STRICT LIABILITY), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOSS OF OR DAMAGE TO DATA, PROFITS OR BUSINESS INTERRUPTION LOSSES, SUSTAINED OR ARISING FROM OR RELATED TO THE PROGRAM, DOCUMENTATION OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL AT ALL TIMES AND IN THE AGGREGATE AMOUNT BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO COMPANY UNDER THIS AGREEMENT.
This limitation of liability also applies to Company’s Program developers and suppliers. It is the maximum for which they and Company are collectively responsible. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
"Affiliate" means a corporation, partnership, or other legal entity that controls, is controlled by, or is under common control with that party, either directly or through another Affiliate, but only while that control relationship exists; "control" of an entity means the power to direct the management and policies of that entity through a controlling vote on the board of directors or similar governing body of that entity or the ownership of interests entitled to more than 50% of the votes of that entity.
"Authorized Users" means those individuals authorized by you to access and use the Program, or the number or individuals so authorized in the Software Order.
"CPU" means a single computer, a central processing unit or logical partition (if a computer or server has more than one processor or logical partition).
"API" means application programming interface.
"Documentation" means written guides in any form or media describing the use and operation of Program, together with any related supporting documentation.
"Intellectual Property Rights" means all current and future patents, patent applications (including, without limitation, all reissues, divisions, renewals, extensions, continuations and continuations-in-part), copyrights (including but not limited to rights in audiovisual works and moral rights), trade secrets, trademarks, service marks, trade names and all other intellectual property rights and proprietary rights, whether arising under the laws of the United States or any other country, state or jurisdiction.
"Right-To-Use Fees" means those fees for the use of the Program identified in the Software Order.
"Program" means the proprietary computer software program identified above. "Program" is the following, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, 3) audio-visual content (such as images, text, recordings, or pictures), 4) related written and online materials, and 5) use documents or keys, and documentation.
"Software Order" means that document setting forth the number of units, Right-To-Use Fees and Support Services Fees associated with the Program. The Software Order is a part of this Agreement.
"Support Period" is coterminous with the Term, provided you remain current with payment of Right-To-Use Fees.
"Support Services" means the services described in Appendix A. Support Services may be provided by a LNC Affiliate or a third party and include the provision of Updates and Upgrades of the Program as they are made commercially available by LNC. Support Services are included in without additional charge under this Agreement.
"Support Services Fee" means those fees so identified in the Software Order for the Support Period you have selected.
"Order Term" means the duration of this Agreement as specified in the Software Order and any renewals or extensions hereof.
"Update" means a change to the Program made available by LNC to correct design faults, discrepancies or defects ("bugs") in the Program. Updates are generally designated by a change in the number appearing to the right of the initial decimal point in the Program’s version number (i.e., 1.1 vs. 1.0)
"Upgrade" means an improvement in the Program that generally includes enhancements and new functionality, and is generally designated by a change in the number appearing to the left of the initial decimal point in the Program’s version number (i.e., 2.0 vs. 1.0).
"You" or "Customer" includes your divisions and departments within your organization and your Affiliates, but does not include clients, co-counsel, independent third parties or non-Affiliates. You agree that you shall be responsible for any use of the Program by your Affiliates.
1. SUPPORT SERVICES
During the Support Period, LNC will provide the following services to you:
Delivery of Updates/Upgrades. Provided you have paid Support Services Fees, whenever LNC makes Updates or Upgrades generally available to its users who have purchased Support Services, LNC will grant a copy of the new release containing the Updates and/or Upgrades to you. Your use of all such Updates and Upgrades is subject to this Agreement.
After upgrading the Product that formed the basis for your Upgrade version, you may no longer continue to use the earlier version of the Program. All Upgrades are provided to you on a per software copy exchange basis. You agree that by installing an Upgrade, you voluntarily terminate your right to use any previous version of the Program.
Telephone Support. During its normal business hours of 0900 - 1700 Pacific Time, Monday through Friday except holidays, LNC will make a member of its technical support staff available by telephone to your technical staff to assist you in the use of the Program. Your technical staff will be responsible for daily maintenance of the Program per the Documentation, and will provide first line support of the Program for your users of the Program.
2. GRANT FOR REMOTE ASSISTANCE
You may permit any device to access and use your copy of the Program for the sole purpose of providing you with technical support and maintenance services.
You agree that LNC and its affiliates may collect and use technical information gathered as part of the Support Services provided to you, if any, related to the Program. LNC may use this information solely to improve LNC’s products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
3. ADDITIONAL SOFTWARE/SERVICES
This Agreement applies to Updates, supplements, add-on components, or Internet-based services components, of the Program that LNC may provide to you or make available to you after the date you obtain its initial copy of the Program, unless they are accompanied by separate terms. LNC reserves the right to discontinue Internet-based services provided to you or made available to you through the use of the Program.