GenRATE.NET LICENSE AGREEMENT

 

BY SELECTING THE “I ACCEPT” OPTION OR BY USING THE SOFTWARE PRODUCT, THE PERSON OR ENTITY LICENSING THIS SOFTWARE (“YOU”):

·         accept and agree to be bound by the terms of this Agreement.  IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT (THE "AGREEMENT") YOU MUST NOT USE THE SOFTWARE.

·         indicate your understanding and acceptance that the terms and conditions of this Agreement may be changed from time to time by P&C Claims, Inc.  If you use the Software after any change is posted to the GenRATE.NET website, you will be deemed to have accepted those revisions to the Agreement.  If you do not agree with any changes posted, you must immediately notify P&C Claims, which at its option will either continue your license under the old terms and conditions or refund a pro rata portion of your license fees. 

1.                    Copyright.  GenRATE.NET and accompanying documentation (collectively, the “Software ") is owned by P&C Claims, Inc. and is protected by intellectual property rights.  You are receiving only a license to electronically access and to use this Software strictly in accordance with the terms and conditions of this Agreement.  You agree to treat the Software like any other copyrighted material (such as books or recordings) and may not reproduce the Software in any form, except as specifically authorized in this Agreement.  You agree not to reverse-engineer, decompile, or disassemble the Software, and not to copy its accompanying written material. 

2.                    License Scope.  This Agreement entitles you to use the Software for the number of ratings, users, or time period purchased by you. This Agreement does not grant you any ownership or property rights. You do not have a perpetual license; you are only allowed to use the Software to the extent and/or for the term that you have purchased, that being either the per-rating or per-user, month-to-month or annual basis purchased.  You may not allow access to the Software, under any circumstances, to anyone other (i) yourself if you are an individual or (ii) your employees who are directly involved in the use of the Software if you are an entity ("Authorized Persons").  You agree to cause your Authorized Persons to comply with your limitations, duties and obligations regarding use and copying of the Software.  Any other use of the Software is unauthorized (an "Unauthorized Use") and a material breach of this Agreement permitting  P&C Claims to terminate your rights to use the Software, retain any license fees paid, and seek any other available remedies.  Unauthorized Use includes, without limitation, (a) the attempt, solicitation or execution of a sale, transfer, disclosure, lease, license of the Software to any third party, (b) allowing access by anyone other than Authorized Persons to the Software, or (c) the creation, development, research, or any analysis of any derivative work based on or derived from the Software or modification of the Software or (c) exceeding the number of users covered by your license. 

3.                    License Duration.  If your license is for a specified period of time, the term will commence on the date of activation and continue for the license period.  It will automatically be renewed at the end of that period at the applicable fee for another period of similar length unless (i) you provide written notice of cancellation prior to the renewal or (ii)  P&C Claims provides you with written notice of a change in that fee within a reasonable time prior to the renewal.

4.                    Payments; Returns & Cancellations.  All payments are due as provided in your license; if any payment is not received by the time specified in your license, you will be liable for a late charge in the amount of one and one-half percent (1-1/2%) per month and  P&C Claims may at its option cancel your license. Except in the case of annual subscriptions, where cancellations may be made if written notice of cancellation is actually received by  P&C Claims  within 10 days after your first use of the Software, all sales are final, no returns will be allowed, and licenses cannot be downgraded (reduced in term, number of purchased ratings, or number of users).   In the case of annual subscriptions where your notice of cancellation is actually received with the applicable 10 day period, you will immediately lose any rights to use the Software and  P&C Claims will refund the fee paid by you for that license less a 25% administrative fee.  

5.                    Confidential Information.  You agree not to directly or indirectly (i) use, reproduce, publish, disseminate or otherwise disclose any Confidential Information without P&C Claims's prior written consent or (ii) duplicate, manufacture, reproduce or arrange for or contract with any third party to duplicate, manufacture, reproduce the Confidential Information.  "Confidential Information " shall mean all information related to the Software provided to you pursuant to the Agreement, including, but not limited to, this Agreement, all Software listings, documentation, technical designs, data and data structures, repricing methodologies, training manuals, operation procedures, information, specifications, trade secrets, object code and source code relating to the Software and any other proprietary information you obtain as a result of its relationship with P&C Claims to or use of  Software.

6.                    Return of Material.  At the end of the Term, you agree to cease using and return to P&C Claims (i) any and all copies of the Software, including any documentation and training manuals or material relating thereto and (ii) any other Confidential Information in its possession, including any unauthorized copies of object and source codes.  You shall furnish P&C Claims with a letter signed by you certifying compliance with the foregoing. 

7.                    Need for Protections.  You acknowledge that (a) any and all intellectual property rights in or related to the Software and the Confidential Information are the exclusive property of P&C Claims; (b) the Software and the Confidential Information are a commercially valuable, proprietary product of P&C Claims; (c) P&C Claims has invested substantial time and economic resources in the design and development of the Software and the Confidential Information and (d) the Software and the Confidential Information constitute trade secrets of P&C Claims.  Disclosure of any such information can be expected to result in substantial harm to P&C Claims.  As money damages would not be a sufficient remedy for any breach of the confidentiality provisions of this Agreement.  P&C Claims shall be entitled to specific performance and injunctive relief as remedies for any such breach, without the necessity of posting any bond.

8.                    Limited Warranty; Disclaimer and Limitation of Liability.

8.1                             Created for Professional User.  P&C CLAIMS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS. The Software is designed solely to assists persons already familiar with all applicable law and regulations (“Laws”) in the performance of certain calculations, and should not be used by other persons or for other purposes.  You should only use the Software if you have sufficient knowledge to determine independently that the calculations performed by the Software will be suitable for your purposes.  You cannot rely on P&C Claims or it representatives to make that determination.  Moreover, the formulas mandated by Laws changes from time to time, and you must take responsibility for making sure that the formulas in the Software at the time you make any calculation are the correct one for your purposes.  The Laws covered by the Software at any time are posted on the GenRATE.NET website, and you should not use the Software to make any calculation unless you have reviewed that posting and determined that the Laws covered are suitable for your purposes.  In particular, although P&C Claims uses reasonable efforts to update the Software from time to time, if you need compliance with the most recent Laws, you must verify that the Software at the time of use includes all update that you need.   P&C CLAIMS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. You bear sole responsibility and all liability for any loss incurred due to failure of the Software to meet your requirements.

8.2                             Disclaimer of Warranty.  THE SOFTWARE IS PROVIDED "AS IS," WITHOUT ADDITIONAL WARRANTY OF ANY KIND, AND P&C CLAIMS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  Please be aware that access to the Software will be unavailable from time to time due to scheduled and unscheduled issues, and you must allow for the possibility that the Software may not be available 100% of the time.  YOU MUST DETERMINE WHETHER THE SOFTWARE MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. P&C CLAIMS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.  IN ADDITION, P&C CLAIMS WILL NOT BE LIABLE FOR ANY CLAIMS OF ANY PARTY ARISING OUT OF ANY ALLEGED OR ACTUAL INFRINGEMENT BY THE SOFTWARE OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

8.3                             LIMITATION OF LIABILITY.  UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL P&C CLAIMS BE LIABLE FOR ANY LOST REVENUE OR PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF P&C CLAIMS OR P&C CLAIMS' AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL P&C CLAIMS' TOTAL LIABILITY TO LICENSEE FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED A PRO RATA PORTION (BASED ON TIME ELAPSED OR NUMBER OF USES, DEPENDING ON THE LICENSE) OF THE  LICENSE FEES PAID BY YOU TO P&C CLAIMS UNDER THIS AGREEMENT. 

8.4                             Limitations Concerning Third Party Material. P&C Claims shall have no responsibility under any condition for performance of any hardware or programs licensed by it from third parties, and Licensee shall rely solely on the manufacturers’ warranty (if any).

8.5                             Risks Considered.  P&C Claims' pricing reflects the allocation of risks and limitation of liability in this Agreement. No oral or written information or advice given by P&C Claim or P&C Claims' representatives shall create any warranty with regard to the Software or in any way increase the scope of its obligations hereunder.

9.                    Indemnification.  Subject to the terms and conditions of this Agreement, you shall indemnify and hold harmless P&C Claims and its officers, directors, employees, successors and assigns from claims, damages, liabilities, losses, government procedures, costs, and expenses, including reasonable attorneys' fees and costs of suit, arising out of any claims, right, title, loss, damage or expense whatsoever in connection with your or your Authorized Persons’ breach of any provision of this Agreement.

10.                 Complete Agreement; Disputes.  This Agreement and the related terms of your purchase constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.  It supersedes any contrary terms in any related purchase order, and may only be modified in a written document signed by the parties. This Agreement (a) is not intended to benefit any third party; (b) may not be changed or modified except by a written amendment signed by the parties; and (c) does not create an employment, partnership, joint venture, representative, or other legal or business relationship, other than that of independent contractor.  This Agreement shall be governed by and construed in accordance with laws of the State of California , without giving effect to that state's choice of law rules.  Any action, proceeding, claim or other litigation related to this Agreement or the subject matter hereof shall be brought in federal or state courts located in the count of Los Angeles , California .  In any action between the parties arising out of or connected with this Agreement, the prevailing party or parties in such action shall be awarded, in addition to any damages, injunctive or other relief, their costs and expenses, including, but not limited to, court costs and reasonable attorneys' fees.

11.                 Assignment.  You may not assign your rights or obligations under this Agreement without the prior written consent of P&C Claims.  Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective permitted successors and assigns.

12.                 Notices.  All notices related to this Agreement shall be in writing and shall be sufficient in all respects if delivered personally, electronic facsimile (with confirmation by registered or certified mail place in the mail no later that the following day), or by register or certified mail, postage prepaid, addressed to a party as indicated in your registration or the GenRATE.NET website.  Notice shall be deemed to have been given upon transmittal thereof as to communications which are personally delivered or transmitted by electronic facsimile and, as to communications made by United States mail, on the third (3rd) day after mailing. 

13.                 Waivers.  No waiver shall be effective unless in writing and signed by the party making the waiver.  No action taken pursuant to this Agreement, including any investigation by any party hereto, shall constitute a waiver of any representation, warranty, covenant, or agreement contained herein or in any ancillary document.  The waiver by any party hereto of a breach of this Agreement shall not constitute a waiver of any other breach; no failure, forbearance or delay on the part of the non-defaulting party to exercise any rights or remedies shall operate or be construed as a waiver thereof.  Any single or partial exercise by the non-defaulting party of any rights or remedies shall not preclude any other or further exercise of that right or remedy or the exercise of any other rights or remedies.  P&C Claims’ allowance, whether intentional or unintentional, of your use of the Software beyond the period of your license, or P&C Claims’ acceptance of any payments by you following the occurrence of an event of default, does not extent or term or in any way reduces or waives P&C Claims' rights under this Agreement, or reduce or waive your obligation to pay for such usage.

14.                 Severability.  A determination that any provision of this Agreement is invalid in whole or in part shall not affect the enforceability of those provisions found not to be invalid.

 

GenRATE.NET License Agreement Version 03.21.05