NOTICE TO USER:  THIS IS A CONTRACT

 

LLS International – Software License Agreement

 

You (“LICENSEE”) must carefully read the following terms and conditions of this license agreement (“AGREEMENT”) before using the computer software (“SOFTWARE”).  The term SOFTWARE includes, and these terms and conditions also apply to, any updates modifications, upgrades to the SOFTWARE that LICENSEE may receive from time to time.  The SOFTWARE and licensed supporting materials (“LICENSED MATERIALS”) provided with this AGREEMENT are licensed, not sold, and available for use only under the terms of this AGREEMENT.  The SOFTWARE and LICENSED MATERIALS are protected by copyright and other intellectual property laws and treaties.  BY ACCESSING, DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND BECOME A PARTY TO THIS AGREEMENT.  IF LICENSEE DOES NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, COPY, OR OTHERWISE USE THE SOFTWARE.

 

1.  LICENSE GRANT.  LLS International and its affiliated companies (“LLS”) hereby grant LICENSEE a nonexclusive license to use the SOFTWARE and LICENSED MATERIALS.  The SOFTWARE and LICENSED MATERIALS are copyrighted, proprietary material of LLS and its affiliated companies, and shall not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without LLS’s prior written permission.  Except as expressly provided herein, LLS does not grant any express or implied right to LICENSEE under any patents, copyrights, trademarks, or trade secret information of LLS.

 

LICENSEE shall not:  (i) reproduce or copy any of the SOFTWARE; (ii) modify or create any derivative works of the SOFTWARE, including translation or localization; (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the SOFTWARE; (iv) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the SOFTWARE, except as expressly provided in Section 8 of this AGREEMENT; (v) remove or alter any trademark, logo, copyright, or other proprietary notices, legends, symbols, or labels in the SOFTWARE; (vi) provide service bureau services using the SOFTWARE or otherwise use the SOFTWARE to process data or information supplied by a third party for the benefit of such third party without LLS’s prior express written consent, which may be given in LLS’s sole discretion; or (vii) copy any LICENSED MATERIALS accompanying the SOFTWARE.

 

LICENSEE agrees that, by using the SOFTWARE, LICENSEE will be responsible and accountable for all the information and data, including, but not limited to, the commitments that LICENSEE makes to workers who LICENSEE solicits and employs, and the information that LICENSEE inputs and transmits using the SOFTWARE.  This responsibility shall also extend to information that is used by other third party service providers who rely upon the accuracy of the data


 

2.  NONDISCLOSURE.  LICENSEE understands and agrees that the SOFTWARE and LICENSED MATERIALS contain confidential and proprietary information and data (“CONFIDENTIAL INFORMATION”).  LICENSEE shall at all times during and after the term of this AGREEMENT hold in the strictest confidence, and shall not directly or indirectly disclose to others, or use for any purpose than as contemplated in this AGREEMENT, any of the CONFIDENTIAL INFORMATION.  Notwithstanding the foregoing, LICENSEE shall have the right to make disclosures of CONFIDENTIAL INFORMATION on a strict “need-to-know” basis to LICENSEE’s employees and, with LLS’s prior written approval, LICENSEE’s prospective suppliers and contractors, to whom such disclosure is necessary for the performance of this AGREEMENT; provided that LICENSEE shall first obtain from each employee, supplier, or contractor and their respective employees confidentiality agreements with respect to the CONFIDENTIAL INFORMATION, and LICENSEE shall promptly deliver copies of all such confidentiality agreements to LLS.

 

3.  RESERVATION OF RIGHTS.  LLS reserves all rights not expressly granted to LICENSEE in this AGREEMENT.

 

4.  AMENDMENTS.  LLS may amend this AGREEMENT at any time by notice on its web site or through electronic mail, which shall be binding upon LICENSEE; accordingly, LLS urges LICENSEE to visit the LLS web site periodically to review the then current and effective terms and conditions for use of the SOFTWARE, as well as the LLS web site and service.  LICENSEE shall not revise or amend these terms and conditions without the prior written authorization of an officer of LLS.  Certain provisions of this AGREEMENT may be superseded by expressly designated legal notices or terms located within the LLS web site.

 

5.  TERMINATION.  This AGREEMENT is effective until terminated.  In the event that LICENSEE fails to comply with any terms and/or conditions hereof, this AGREEMENT shall terminate automatically and LLS shall be entitled to all remedies in accordance with applicable law.  Upon termination, LICENSEE shall destroy all copies of the SOFTWARE and LICENSED MATERIALS.  The provisions of this AGREEMENT that require or contemplate performance after the expiration or termination of this AGREEMENT shall be enforceable notwithstanding such expiration or termination.

 

6.  WARRANTY.  LLS warrants that it is the owner or licensor of the SOFTWARE, and LLS warrants that it has the authority to license the SOFTWARE as set forth in this AGREEMENT.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LLS PROVIDES THE SOFTWARE “AS IS” AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.  LLS DOES NOT WARRANT THAT THE SOFTWARE, ITS USE, OPERATION, OR LICENSEE’S ABILITY TO USE THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT SOFTWARE ERRORS WILL BE CORRECTED.  LLS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS.  THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY LICENSEE.  SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE, AND NOT LLS OR ITS SUPPLIERS OR RESELLERS, ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR.


 

7.  LIMITATION OF LIABILITY.  To the maximum extent permitted by applicable law, in no event will LLS or its suppliers or resellers be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the SOFTWARE, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.  In any case, LLS’s entire liability under any provision of this AGREEMENT shall not exceed in the aggregate the sum of the fees LICENSEE paid for this license (if any), with the exception of death or personal injury caused by the negligence of LLS to the extent applicable law prohibits the limitation of damages in such cases.  This section shall survive termination of this AGREEMENT.

 

8.  ASSIGNMENT.  LICENSEE shall not assign or otherwise transfer by operation of law or otherwise this AGREEMENT or any rights or obligations herein, except that LICENSEE shall have the right to assign or transfer this AGREEMENT or any interest herein (including, without limitation, rights and duties of performance) to any entity (i) that acquires all or substantially all of LICENSEE’s operating assets, or (ii) into which LICENSEE is merged or reorganized pursuant to any plan of merger or reorganization.  Subject to the foregoing, this AGREEMENT shall be binding upon and shall inure to the benefit of LLS and the LICENSEE and of their respective successors and permitted assigns.

 

9.  GOVERNING LAW.  This AGREEMENT shall be governed by and interpreted in accordance with the laws of the State of Nevada, U.S.A., without regard to the principles thereof related to conflict of laws.  This AGREEMENT shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

 

10.  DISPUTES.  In the event of occurrence of any dispute, the parties shall first exert their best efforts in good faith to resolve the matter amicably between themselves as provided for in this section.  The term “dispute” shall include any claim or controversy arising out of or with respect to this AGREEMENT or the breach or validity thereof involving either of the parties or any of their respective affiliates and officers, directors, and employees.

 

Within thirty (30) days after written demand by either party, both parties shall designate two (2) representatives from among those personnel acquainted with the work involved who shall discuss and attempt to resolve the dispute at the offices of the party on which demand was served, or such other place agreeable to the parties.  If a resolution has not been achieved within ninety (90) days from the date on which the written demand for such work-level discussions was originally made, then either party shall be free to resort to adjudication by the competent Federal or state court situated in Washoe County, Reno, Nevada.  Each of the parties consents to the venue and jurisdiction of such court for the purposes of any such dispute.

 

11.  SEVERABILITY.  If any provision in this AGREEMENT should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this AGREEMENT if no such modification is possible, and other provisions of this AGREEMENT shall remain in full force and effect.


 

12.  GENERAL.

 

A.  CONTROLLING LANGUAGE.  The controlling language of this AGREEMENT is English.  LICENSEE agrees to bear any and all costs of interpreters if necessary.  If LICENSEE has received a translation into another language, it has been provided for LICENSEE’s convenience only.

 

B.  WAIVER.  A waiver by either party of any term or condition of this AGREEMENT or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

 

C.  RELATIONSHIP OF PARTIES.  Nothing in this AGREEMENT shall be construed to constitute LICENSEE as the partner, employee, or agent of LLS, nor shall either party have the authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions.

 

D.  HEADINGS.  The headings to the sections of this AGREEMENT are used for convenience only and shall have no substantive meaning.

 

E.  FOREIGN TRADE RESTRICTIONS.  LICENSEE acknowledges that the SOFTWARE is subject to U.S. export jurisdiction.  LICENSEE is responsible for complying with any local laws in its jurisdiction that might impact its right to import, export, or use the SOFTWARE, and LICENSEE represents that it has complied with any regulations or registration procedures required by applicable law to make this AGREEMENT enforceable.

 

13.  ENTIRETY.  THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT, UNDERSTANDING, AND REPRESENTATIONS, EXPRESSED OR IMPLIED, BETWEEN LLS AND LICENSEE WITH RESPECT TO THE SOFTWARE AND LICENSED MATERIALS.  THIS AGREEMENT SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS COMMUNICATIONS BETWEEN THE PARTIES.  NEITHER THE COURSE OF CONDUCT BETWEEN THE PARTIES NOR TRADE USAGE SHALL MODIFY OR ALTER THIS AGREEMENT.