|
PLEASE READ THIS AGREEMENT CAREFULLY. IT IS A LEGAL AGREEMENT AND INCLUDES LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS, AND TERMS GOVERNING ONLINE ACTIVATION AND LICENSE VERIFICATION. BY CLICKING "I ACCEPT," OR BY INSTALLING, ACTIVATING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, CLICK "I DECLINE" AND DO NOT INSTALL, ACTIVATE, ACCESS, OR USE THE SOFTWARE. |
|
If you accept this Agreement on behalf of a company, court, agency, firm, or other organization, you represent that you have authority to bind that organization. In that case, "you" and "your" include both the organization and the individual designated to use the Software. 1. PARTIES AND DEFINITIONSThis Single User Software License Agreement (the "Agreement") is between Advanced Translations Technology, Inc., a California corporation ("ATT"), and the person or organization that acquires, installs, activates, accesses, or uses the Software ("you"). o Authorized Device. A physical computer or other supported computing device that you own or control and that has been approved through the License Service. A virtual machine, virtual desktop, or other virtualized environment is a separate device for licensing purposes. o Licensed User. The one named individual authorized to use the Software under this single-user license. If an organization purchases the license, it must designate one Licensed User. o Software. The ATT software application or program identified in the applicable order, invoice, license certificate, electronic entitlement, download page, or other purchase record, together with any update, upgrade, component, or feature ATT provides under the same license, unless separate terms accompany that item. o Materials. The Software and all documentation, help files, dictionaries, sample files, media, and other materials supplied by ATT for use with the Software. o License Service. ATT's Internet-based activation, entitlement, authentication, validation, deactivation, and license-administration systems and related services. o Support Plan. A then-current paid maintenance, support, or service plan offered by ATT and identified in your order, invoice, or support-plan terms. 2. SINGLE-USER LICENSE GRANTSubject to your payment of all applicable charges and continued compliance with this Agreement, ATT grants you a limited, non-exclusive, non-sublicensable license for the Licensed User to install, activate, access, and use one copy or authorized instance of the Software on one primary Authorized Device. If the Software is provided as a hosted or device-independent application, the Licensed User may instead access the Software through the single assigned account or entitlement identified by ATT. You may make one backup copy of installable Software solely for archival or recovery purposes. You may install an additional copy of installable Software on another Authorized Device solely for use by the same Licensed User, provided you maintain the required Support Plan. If an ATT order, invoice, license certificate, or electronic entitlement expressly states a different user, device, installation, instance, access, or activation limit, that written limit controls. This is a single-user license, not a concurrent-user, site, enterprise, server, or network license. Connecting an Authorized Device to a local network or the Internet does not violate this Agreement. Unless the applicable purchase record expressly authorizes shared, hosted, network, server, or concurrent use, you may not install or make the Software available on a server for shared use, publish or stream its primary functionality to other users, share an assigned account or entitlement, or permit anyone other than the Licensed User to use it. Remote access to installable Software is permitted only when the Licensed User remotely accesses an Authorized Device and no other person uses that copy. When ATT provides the Software as a hosted or device-independent application, access is limited to the Licensed User's assigned account or entitlement. 3. OWNERSHIP AND RESERVATION OF RIGHTSThe Materials are licensed, not sold. ATT and its licensors retain all right, title, and interest in and to the Materials, including all copyrights, patents, trade secrets, trademarks, and other intellectual-property rights. No ownership interest is transferred to you. ATT reserves all rights not expressly granted in this Agreement. 4. LICENSE RESTRICTIONSExcept to the extent applicable law expressly permits the activity despite this restriction, you may not: copy the Materials except for the permitted backup copy; allow the Software or license credentials to be used by more than the Licensed User; sell, rent, lease, lend, sublicense, distribute, publish, assign, or transfer the Materials or this license; install or use the Software as a shared, hosted, time-sharing, service-bureau, or network service; reverse engineer, decompile, disassemble, translate, or attempt to discover source code or nonpublic interfaces; modify, adapt, or create derivative works from the Materials; remove or alter proprietary notices; circumvent, disable, interfere with, or misrepresent information to the License Service or any technical protection; use unauthorized license keys or credentials; or use or disclose nonpublic Materials for competitive analysis or development of a competing product without ATT's prior written consent. 5. ONLINE ACTIVATION AND PERIODIC LICENSE VERIFICATIONThe Software may use the License Service to confirm that it is genuine, properly licensed, and used within the permitted user, access, activation, and device limits. When the License Service is required, initial activation or access requires an Internet connection. The Software may thereafter connect to the License Service periodically and when you reinstall the Software, change devices, make significant hardware or operating-system changes, restore a system image, or request a license reset, transfer, or recovery. When the Software uses the License Service, you must maintain Internet access reasonably sufficient for activation and periodic verification; keep your device date and time reasonably accurate; permit required licensing communications through applicable firewall, proxy, and security settings; and provide accurate activation and account information. The Software determines any offline grace period, and that grace period does not waive the verification requirement. If the Software cannot verify a valid license, exceeds the permitted activations, detects apparent tampering or unauthorized use, or cannot communicate with the License Service within an allowed period, the Software may display notices, require sign-in or reactivation, limit functionality, or suspend use. Except where immediate action is reasonably necessary to protect the Software or License Service, ATT will provide a reasonable opportunity to reconnect or contact ATT to resolve a licensing error. License keys, activation codes, credentials, and account access are confidential. You are responsible for their security and for activity conducted through them. You must promptly notify ATT of suspected loss, theft, disclosure, or misuse. 6. CHANGES TO THE LICENSE SERVICE; FEESATT may maintain, replace, migrate, modify, update, or improve the License Service, including its service provider, Internet endpoints, protocols, security controls, activation rules, and technical requirements. A change may require a Software update, account sign-in, reactivation, or other reasonable action by you. Routine activation, reactivation, license recovery, and license administration may be included with an active Support Plan as specified in the plan terms. To the extent a service is not included in an active Support Plan, ATT reserves the right to charge its then-current reasonable fees for any service that requires the operation, maintenance, availability, support, replacement, or use of the current License Service or any replacement or successor service, including activation, reactivation, device transfer, deactivation, reset, recovery, manual verification, or continued license-verification service. ATT may condition future activation, reactivation, reset, recovery, device transfer, or continued access to the License Service on either an active Support Plan or payment of the applicable fee. Before you incur a License Service fee, ATT will disclose the amount and whether it is a one-time or recurring charge. ATT will provide reasonable advance notice before imposing a new or increased recurring fee for continued license verification. When applicable law treats the fee as an automatic-renewal or continuous-service charge, the notice will include cancellation information and will be provided within the legally required period. Fees apply prospectively and do not apply to a period before the stated effective date or to a service already completed. Revised charges or service terms will not amend other material terms of an already-paid license without the notice and assent required by applicable law. If ATT permanently discontinues the License Service for a version of the Software that remains within ATT's supported product lifecycle, ATT will use commercially reasonable efforts to offer a replacement verification method or other commercially reasonable licensing alternative. The License Service may be temporarily unavailable for maintenance, security events, outages, or causes beyond ATT's reasonable control. 7. DEVICE CHANGES AND LICENSE ADMINISTRATIONBefore disposing of, transferring, or permanently retiring an Authorized Device, you should use the available deactivation procedure. Installing the Software on a replacement device, a virtual machine, or a substantially changed device may require deactivation of an existing device and a new activation. ATT may deny or require manual review of excessive or suspicious activation, deactivation, or transfer requests. License-administration assistance may require proof of purchase, identity, or entitlement and may be subject to Section 6. 8. UPDATES, UPGRADES, AND COMPATIBILITYThe Software may check for, download, or require licensing, security, compatibility, or maintenance updates. ATT may change or discontinue features in updates and may establish minimum operating-system, hardware, network, platform, or third-party requirements. Unless your purchase terms or Support Plan expressly state otherwise, this Agreement does not require ATT to provide any update, upgrade, new version, feature, or compatibility with future operating systems, platforms, services, or hardware. An update or upgrade accompanied by separate terms is governed by those terms prospectively. 9. LICENSE DATA AND PRIVACYTo operate, secure, troubleshoot, and improve the License Service, the Software may transmit and ATT may process limited licensing and technical information, such as license or entitlement identifiers, account identifiers, Software edition and version, activation and validation events, device and hardware identifiers, operating-system information, Internet Protocol address, date and time, and licensing-error diagnostics. ATT will handle this information in accordance with its then-current privacy notice and applicable law. The License Service is not intended to transmit the content of your transcripts, dictionaries, case files, or other work product unless you separately choose to provide such content for support or another feature. Current privacy notice: the privacy notice made available by ATT with the Software, License Service, or applicable order. 10. SUPPORT SERVICESSupport, maintenance, training, updates, and other services are provided only as stated in an active Support Plan, order, invoice, or separate written agreement. Unless expressly stated otherwise, support is provided on an "AS IS" and "AS AVAILABLE" basis. Expiration or termination of a Support Plan does not by itself terminate this Agreement, but may end included support, updates, upgrades, and License Service benefits and may cause the fees described in Section 6 to apply. 11. YOUR RESPONSIBILITIESYou are responsible for installing, accessing, and using the Software in a secure and lawful environment; maintaining independent and current backups of all data and work product, including notes, audio, dictionaries, transcripts, case files, jobs, settings, and other information; protecting confidential and personal information; reviewing and correcting all Software output; and complying with applicable professional, court, contractual, retention, privacy, security, and accessibility requirements. Software output may contain errors and does not replace your professional judgment, verification, or quality-control procedures. 12. TERM AND TERMINATIONThis Agreement begins when you first click "I Accept," install, activate, access, or use the Software, whichever occurs first, and continues until terminated. You may terminate it at any time by ceasing all use and uninstalling and destroying all copies of the Materials. ATT may terminate this Agreement or suspend the license if you materially breach it and do not cure the breach within ten (10) days after notice, except that ATT may act immediately for piracy, circumvention, unauthorized distribution, fraud, unlawful use, a material threat to the License Service, or a breach that cannot reasonably be cured. Upon termination, all license rights end and you must stop using and destroy or uninstall all copies of the Materials. Sections concerning ownership, restrictions, fees already incurred, confidentiality, warranty disclaimers, liability, and general legal terms survive termination. 13. RETURNSReturns and refunds are governed by the purchase terms and return policy disclosed by the seller at the time of purchase. If you purchased directly from ATT and no other written return policy applies, a return request must be made within ten (10) calendar days after initial delivery and may be subject to a reasonable restocking or processing fee. No return will be accepted after that period, except as required by applicable law. Activation, downloadable delivery, bundled hardware, financing, and third-party purchases may be subject to additional or different written return terms. 14. DISCLAIMER OF WARRANTIESTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MATERIALS, LICENSE SERVICE, UPDATES, AND SUPPORT ARE PROVIDED "AS IS," "WITH ALL FAULTS," AND "AS AVAILABLE." ATT AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, CONDITIONS, AND GUARANTEES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, RELIABILITY, AVAILABILITY, SECURITY, AND RESULTS. ATT DOES NOT WARRANT THAT THE SOFTWARE OR LICENSE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, COMPATIBLE WITH EVERY SYSTEM, OR THAT DATA WILL NOT BE LOST. ANY EXPRESS LIMITED WARRANTY IN AN ATT ORDER OR SEPARATE WRITTEN WARRANTY CONTROLS ONLY TO THE EXTENT OF ITS EXPRESS TERMS. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THESE TERMS MAY NOT APPLY TO YOU. 15. LIMITATION OF LIABILITYTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATT AND ITS OFFICERS, EMPLOYEES, AFFILIATES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL, OR ANTICIPATED SAVINGS; LOSS, CORRUPTION, DISCLOSURE, OR RECONSTRUCTION OF DATA; BUSINESS INTERRUPTION; OR THE COST OF SUBSTITUTE SOFTWARE OR SERVICES, ARISING OUT OF OR RELATING TO THE MATERIALS, LICENSE SERVICE, SUPPORT, OR THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ATT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE MATERIALS, LICENSE SERVICE, SUPPORT, OR THIS AGREEMENT WILL NOT EXCEED THE LICENSE FEE YOU PAID TO ATT FOR THE PARTICULAR SOFTWARE LICENSE GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DO NOT LIMIT LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED, INCLUDING LIABILITY TO THE EXTENT CAUSED BY FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE WHERE APPLICABLE LAW PROHIBITS ITS EXCLUSION. 16. COMPLIANCE AND EXPORTYou must comply with all laws and regulations applicable to your acquisition and use of the Software, including United States export-control and sanctions laws. You may not export, re-export, release, or use the Software in a prohibited destination, for a prohibited end use, or by or for a prohibited person. 17. GOVERNING LAW; ATTORNEYS' FEESThis Agreement is governed by the laws of the State of California, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Except for an individual claim properly brought in small claims court, and except to the extent applicable law gives a party a nonwaivable right to proceed in court, any dispute, claim, or controversy arising out of or relating to this Agreement, the Materials, the Software, the License Service, support services, or the parties' relationship--including the formation, validity, interpretation, performance, breach, termination, or enforceability of this Agreement (each, a "Dispute") -- shall be resolved exclusively through final and binding arbitration. This arbitration agreement is mutually binding on both parties. The arbitration shall be administered by JAMS before one neutral arbitrator under the JAMS Comprehensive Arbitration Rules and Procedures in effect when the arbitration is commenced and, if you are a consumer, the JAMS Consumer Arbitration Minimum Standards. The legal seat and place of arbitration shall be Los Angeles County, California. However, a hearing may be conducted remotely by mutual agreement or as required by applicable law or the JAMS Consumer Arbitration Minimum Standards to preserve reasonable access. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The arbitrator may award the same individual remedies that a court could award under applicable law, shall issue a written, reasoned award, and judgment on the award may be entered in any court having jurisdiction. YOU AND ATT KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO HAVE A DISPUTE DECIDED BY A JUDGE OR JURY IN COURT. NOTHING IN THIS SECTION PREVENTS EITHER PARTY FROM SEEKING TEMPORARY OR PRELIMINARY INJUNCTIVE RELIEF FROM A COURT OF COMPETENT JURISDICTION SOLELY TO PRESERVE THE STATUS QUO OR PREVENT IMMEDIATE IRREPARABLE HARM PENDING THE ARBITRATOR'S DETERMINATION OF THE DISPUTE. The prevailing party is entitled to recover its reasonable attorneys' fees and costs, in addition to any other relief awarded, to the extent permitted by applicable law. Arbitration fees and costs shall be allocated under the applicable JAMS rules and governing law. An individual consumer will not be required to pay ATT's attorneys' fees, arbitration fees, or costs where prohibited by applicable law or the JAMS Consumer Arbitration Minimum Standards. Mandatory consumer-protection rights that apply to you are not displaced by this Section. 18. CHANGES TO THIS AGREEMENTATT may revise this Agreement for future purchases, renewals, upgrades, versions, or services. ATT may also revise the terms and fees for the License Service as applied to licenses acquired before the revision when reasonably necessary to recover costs ATT incurs after the license was originally purchased in maintaining, operating, securing, supporting, replacing, or providing the current License Service or any replacement or successor service. Any new or revised License Service fee applies prospectively beginning on the effective date stated in ATT's notice and does not impose a charge for a period before that effective date or for a service already completed. ATT will provide reasonable advance notice, disclose the fee and its frequency, provide cancellation information where required, and obtain assent where required by applicable law. Merely posting revised terms without notice does not change other material terms governing an existing paid-up license. Section 6 governs changes to the License Service and its fees. 19. ASSIGNMENT; SEVERABILITY; WAIVERYou may not assign or transfer this Agreement or any license right without ATT's prior written consent, except where applicable law expressly permits transfer despite this restriction. ATT may assign this Agreement in connection with a merger, reorganization, sale of assets, or transfer of the Software business. Any prohibited assignment is void. If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. A waiver must be in writing and signed by the waiving party. Failure or delay in enforcing a provision is not a waiver. 20. ENTIRE AGREEMENT; ORDER OF PRECEDENCEThis Agreement, together with the applicable ATT order, invoice, license certificate, Support Plan, privacy notice, and any separate terms supplied with an update, upgrade, feature, or third-party component, constitutes the entire agreement concerning the Software and supersedes prior or contemporaneous oral or written communications on that subject. If there is a direct conflict, a separately signed agreement controls, followed by the order or invoice, then this Agreement, then the documentation. Purchase-order terms do not modify this Agreement unless ATT expressly agrees to them in a writing signed by an authorized representative.
|