Northern Softworks License Terms

SOFTWARE LICENSE AGREEMENT

BY INSTALLING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.  IF YOU DO NOT AGREE TO THESE TERMS, NORTHERN SOFTWORKS IS UNWILLING TO AND DOES NOT LICENSE THE SOFTWARE TO YOU.  IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION PROCESS.  ANY USE OF THE SOFTWARE BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN.

This Software License Agreement ("Agreement") is made and effective between Northern Softworks ("Developer") and the End User ("Licensee") upon Licensee's installation of the Software.

Developer has developed and licenses to users its software programs marketed under various names (the "Software"). Northern Softworks retains ownership of the Software itself and reserves any rights not expressly granted to the Licensee.  This Software including all screens, logos, documentation, and displays is Copyright by Northern Softworks.

1.  License. Developer hereby grants to Licensee a non-exclusive, limited license to Install and use the Software in machine-readable form on a single personal computer.  Licensee may copy the Software only for backup purposes, provided that Licensee reproduce all copyright and other proprietary notices that are on the original copy of the Software.

2.  Restrictions. Licensee shall not reverse engineer, modify, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Developer.  Licensee may make one copy of the Software for backup or archival purposes provided that Licensee reproduce all copyright and other proprietary notices that are on the original copy of the Software.  Licensee shall not create derivative works based upon the Software or any part thereof.  Licensee may not transfer any provided serial numbers to the Software.

3.  Technical Support. Limited technical support (via email response) may be available for a limited period of time if Licensee is using or evaluating the Software. Information regarding availability and terms of limited technical support may be found at the Northern Softworks website:  <http://www.northernsw.com>

4.  Warranty of Title. Developer hereby represents and warrants to Licensee that Developer is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event of any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Developer or to either:  i) procure, at Developer's expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of the license fee upon the return of the Software and all copies thereof to Developer.

5.  Warranty of Functionality. A.  LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE SOFTWARE IS AT LICENSEE'S SOLE RISK.  THE SOFTWARE (AND TECHNICAL SUPPORT, IF ANY) IS PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.  DEVELOPER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.  The Software is licensed subject to any defects or problems, whether known or unknown, clear or latent. The Developer disclaims all warranties, express or implied (except any express warranty of title herein), and makes no promise concerning the quality, workmanship or usability of the Software.  The Licensee accepts the Software in its current condition.

B.  In the event of any defect in the media upon which the Software is provided arising within thirty (30) days  of the date of delivery of the Software, upon return to Developer of the Software upon the original media, Developer shall provide Licensee a new copy of the Software.

6.  Software Maintenance. Occasionally, Developer may make available to Licensee any corrected or enhanced version of the Software as created by Developer.  Such enhancement may include modifications to the Software which increase the speed, efficiency or ease of use of the Software, but need not include any substantially new or updated version of the Software that may add additional capabilities or functionality to the Software.

7.  Payment. Payment of the license fee shall be made upon delivery of the Software.  Payment of any other amount owed by Licensee to Developer pursuant to this Agreement shall be paid immediately following invoice from Developer.  In the event any overdue amount owed by Licensee is not paid following thirty (30) days written notice from Developer, then in addition to any other amount due, Developer may impose and Licensee shall pay a late payment charge at the rate of one percent (1%) per month on any overdue amount.

8.  Taxes. In addition to all other amounts due hereunder, Licensee shall also pay to Developer, or reimburse Developer as appropriate, all amounts due for property tax on the Software and for sales, use, excise taxes or other taxes which are measured directly by payments made by Licensee to Developer.  In no event shall Licensee be obligated to pay any tax paid on the income of Developer or paid for Developer's privilege of doing business.

9.  Warranty Disclaimer. DEVELOPER'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10.  Limitation of Liability. Developer shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Developer was advised of the possibility of such losses in advance.  In no event shall Developer's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.

11.  Government End Users. If Licensee is or is acting on behalf of an agency or instrumentality of the United States Government, the Software, as applicable, is "commercial computer software" and "commercial computer software documentation" and pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, use, reproduction and disclosure of the Software is governed by the terms of this Agreement.

12.  Contracting Parties. If the Software is installed on any computer owned by a corporation or other legal entity, then this Agreement is formed by and between Developer and such entity.  The individual executing this Agreement represents and warrants to Developer that they have the authority to bind such entity to the terms and conditions of this Agreement.

13.  No Assignment. Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Developer.

14.  Export. The Software may contain strong encryption that is subject to the laws and regulations of the US Government.  Licensee agrees and certifies that neither the Software nor any other technical data received from Developer, nor the direct product thereof, will be exported, re-exported, or transferred except as authorized and as permitted by the laws and regulations of the United States Government. Prohibited exports include but are not limited to; the export, re-export, or transfer of the Software or technical data to any prohibited entities or destinations subject to the US Government's current list of restricted or embargoed countries, any parties currently listed on the US Government's Denied Parties or Specially Designated National list, and any proliferation activities prohibited by the US Government such as chemical, biological, nuclear or missile technology.

15. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the state of Alaska without giving effect to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply.  Any claim arising out of or related to this Agreement must be brought exclusively in a federal or state court located in Matanuska Susitna Borough, Alaska and Licensee consents to the jurisdiction of such courts.

16.  Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

17.  Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

18.  Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof.

Northern Softworks
585 Coville Lane
Palmer, AK  99645

Made in Alaska