END USER LICENSE AGREEMENT
Updated and Effective As Of: MAY 4, 2012
IMPORTANT-PLEASE READ CAREFULLY: This End User License Agreement ("Agreement" or "EULA") is a legal agreement between you as an individual and Nimvia, LLC ("Nimvia") regarding the software and services provided to you by Nimvia under one or more of the following marks, namely, "Nimvia", "Vanguard", "PAIR Access", "PAIR Insight", and the "N" design, as well as any updates, bug fixes, enhancements, additions, documentation, and any other related materials to the software and services provided by Nimvia (collectively, the "Software"). The terms and conditions of this EULA are separate and apart from those contained in any other agreement between Nimvia and you. BY INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, COPY OR USE THE SOFTWARE. YOU FURTHER AGREE THAT THERE IS NO THIRD PARTY BENEFICIARY TO THIS AGREEMENT AND THAT THE SOFTWARE IS BEING PROVIDED TO YOU PERSONALLY FOR YOUR OWN PROFESSIONAL USE.
1. Grant of License. If you are a U.S. patent practitioner with a PKI certificate, then in exchange for you agreeing to and abiding by any payment terms for the Software as set forth in the Software and/or on Nimvia's website, and the conditions and limitations set forth below, Nimvia hereby grants to you personally, under the terms and conditions set forth herein, a limited, non-exclusive, nontransferable license to use the Software in your capacity as a U.S. patent practitioner, and to permit others to use the Software in connection therewith provided any such other person is permitted to use your PKI certificate in accordance with the PKI Subscriber Agreement from the United States Patent & Trademark Office (USPTO). If you are not a U.S. patent practitioner, but if you have been granted access to use Nimvia's software by a U.S. patent practitioner, then subject to the conditions and limitations set forth below, Nimvia hereby grants to you personally, under such conditions and limitations, a limited, non-exclusive, nontransferable license to use the Software in your capacity as an individual in accordance with the access provided to you by the U.S. patent practitioner. No other persons and no entities are granted a license of any kind whatsoever, and all rights not expressly granted herein are reserved by Nimvia.
2. License Limitations and Exclusions.
2b. This license is intended to be used by patent attorneys, patent agents, and those assisting such patent practitioners, as well as clients thereof to whom access is provided by them. This license is explicitly inapplicable and unavailable to--and hereby explicitly excludes from its scope-all legal entities as well as the following: (i) any person or entity, and any employee or agent of any person or entity, that provides, intends to provide, is in the process of developing, or intends to develop, any product or service related to intellectual property management, docketing, or Private PAIR; (ii) Computer Packages Inc., MaxVal Group Inc., MaxVal India (P) Ltd., CPA Global North America LLC, CPA Global Patent Research LLC, CPA Global Support Services LLC, CPA Global Limited, Foundation IP, and any other person or entity affiliated with or doing business as or in association with the name CPA Global; (iii) any person or entity directed by, controlled by, or affiliated with any of the above described persons or entities.
3. No Support. NIMVIA is not obligated to provide technical support or updates for the Software, but if any support or update is provided from time to time, then such support or update is deemed part of the Software and governed by this Agreement.
4. Feedback. Nimvia does not legally commit to correcting any reported errors in the Software. Nonetheless, all suggestions, comments, or other feedback concerning your experience with or use of the Software ("Feedback") are welcome and Nimvia may use such Feedback in improving future offerings; however, you acknowledge and agree that any such Feedback will be given voluntarily and without obligation or restriction of any kind whatsoever, and that Nimvia may freely use or not use such Feedback in conjunction with future offerings. Moreover, you acknowledge and agree that any Feedback that is used in conjunction with a future offering or update will be the sole intellectual property of Nimvia as between the you and Nimvia, and that no compensation or acknowledgement will be owed to you for such use. Feedback will not create any confidentiality obligation for Nimvia, even if designated as confidential by you.
5. Copyright. All title and copyrights in and to the Software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated and provided in the Software itself), any accompanying printed materials, and any copies of the Software are owned by Nimvia and are protected by copyright laws and international treaties.
6. Trademarks. NIMVIA, PAIR ACCESS, PAIR INSIGHT, VANGUARD, and the "Nimvia" and "N" logos are trademarks of Nimvia. This EULA does not grant you any rights in connection with any trademarks or service marks of Nimvia.
7. Export Restrictions. You acknowledge that the Software is of U.S. origin and subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the United States or other governments.
8. INDEMNIFICATION. YOU AGREE TO INDEMNIFY AND HOLD NIMVIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, SUPPLIERS, AND ANY THIRD PARTY DISTRIBUTORS HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, COSTS INCLUDING ATTORNEY FEES AND EXPENSES RESULTING FROM ANY VIOLATION BY YOU OF THIS AGREEMENT OR ASSERTED BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF OR CONDUCT WITH RESPECT TO THE SOFTWARE. YOU AGREE THAT NO THIRD PARTIES ARE THIRD PARTY BENEFICIARIES UNDER THIS LICENSE AGREEMENT.
9. Modifications to this Agreement. Nimvia may modify this Agreement at any time without providing notice to you. Such modification will be made by making the revised Agreement accessible to you, and such modification shall be deemed effective immediately upon the accessibility of such modified Agreement. Your continued use of the Software shall be deemed your acceptance of the modified Agreement. You agree to check periodically to review such modifications.
10a. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NIMVIA PROVIDES THE SOFTWARE "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, AND LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. THERE IS NO REPRESENTATION, WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY OF THE SOFTWARE, ITS USE OR PERFORMANCE, RESTS WITH YOU. YOU AGREE THAT THE SOFTWARE IS A USEFULE TOOL WITH LIMITATIONS, AND YOU AGREE NOT TO RELY UPON THE SOFTWARE FOR CALCULATION OF ANY DEADLINE OR REMINDER. YOU AGREE NOT TO USE THE SOFTWARE AS A DOCKET.
10b. IN NO EVENT WILL NIMVIA BE LIABLE, WHETHER FOR BREACH OF CONTRACT, IN NEGLIGENCE OR ON ANY OTHER THEORY OF LIABILITY, FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SOFTWARE SUPPORT, OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF NIMVIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING ANY LOSS OR DAMAGE THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING WITHOUT LIMITATION ALL LOSS OR DAMAGE REFERENCED ABOVE AND ALL DIRECT OR GENERAL LOSS OR DAMAGE), THE ENTIRE LIABILITY OF NIMVIA UNDER OR IN CONNECTION WITH THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING WILL BE LIMITED TO FIVE U.S. DOLLARS (US$5.00). THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
10c. This Agreement will be construed and controlled by the laws of the State of North Carolina without regard to conflicts of law statutes or regulations. You consent to exclusive jurisdiction and venue in the State and Federal courts located in Mecklenburg County, North Carolina. You waive all defenses of lack of personal jurisdiction and forum nonconveniens.
10d. Subject to Nimvia's sole discretion, this Agreement will terminate on the earliest of: (a) any breach by you of this Agreement, including not abiding to the payment terms referenced in Section 1 hereof; or (b) the termination of this Agreement by Nimvia, with or without cause, in a writing (in electronic or tangible form) to you. Promptly upon such termination you will cease any use and uninstall and destroy all copies of the Software in your possession or under your control. Sections 2, 3, 4, 5, 6, 7, 8, and 10 will survive any termination of this Agreement.
10e. If you and Nimvia have entered into any written agreement signed by both you and Nimvia which in whole or in part relates to the Software, then such other agreement shall apply and shall prevail over this Agreement to the extent of any inconsistency. Subject to that, this Agreement constitutes the entire agreement between parties with respect to the subject matter hereof and merges all prior and contemporaneous communications. It will not be modified except by a written agreement signed by the parties by their duly authorized representatives. If any provision of this Agreement is held to be unenforceable for any reason, it will be adjusted rather than voided (if possible) to achieve the intent of the parties. All other provisions of this Agreement will be deemed valid and enforceable to the extent possible.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT AND THAT, BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.