1. Software License.

(a) License Grant. By acknowledging your acceptance of this agreement, i3-ImageSoft, LLC., a Delaware company (“ImageSoft”) grants to you the non-exclusive, non-transferable, non-sublicensable right to use the ImageSoft software programs, within which this agreement was presented, in executable form only (the “Software”), on either: a) your own servers and computers (“On-Premises Software”); or b) hosted by ImageSoft over the Internet (“Hosted Software”). This Agreement does not convey to you an interest in or to the Software, but only a limited right of use, revocable in accordance with the terms of this Agreement.

(b) Volume Restrictions. If you purchased the Software, your use of the Software may not exceed the limits specified in the associated ImageSoft sales invoice or in the Software’s activation code.

(c) Limited License Grant for Non-production Usage.

(i) For On-Premises Software you may install and maintain the Software on a separate system; else for Hosted Software ImageSoft may provide for your use a separate hosted system at an additional cost (“Secondary Environments”).  Secondary Environments may only be used for the following specific reasons: a) disaster recovery, b) testing, c) development.  Secondary Environments may not be used to manage or process production data, except in the event that the primary system on which the Software is installed is inaccessible or non-functional due to a disaster or other unforeseen event, in which case all other license restrictions remain in effect.

(ii) For On-Premises Software ImageSoft reserves the right, during your normal business hours, to view the environment in which you have installed the Software for purposes of confirming your compliance with the limited license grant. Such audit will:

(A) not unreasonably interfere with your business activities; and

(B) not be conducted more than once in any twelve (12) month period (unless a prior audit revealed unauthorized installation or use of the Software); and

(C) not be at your cost or expense unless unauthorized installation or use of the Software is revealed on any two (2) consecutive audits; and

(D) be conducted subject to a reasonable confidentiality agreement of your specification. 

2. License Restrictions. ImageSoft and its suppliers reserve all rights not expressly granted to you under this Agreement. You may not modify or alter the Software in any way. You may not disassemble, decompile or reverse engineer the Software in order to obtain the source code, which is a trade secret of ImageSoft. You may not lease, sublicense or otherwise make the Software and accompanying documentation accessible by third parties. Without limiting the foregoing, to the extent that Information is transmitted to the Minnesota Judicial Branch or third parties through the Software, You and Your Authorized Users access to and use of the Information shall comply with all applicable Minnesota Statutes and Minnesota Judicial Branch court rules and orders, including, without limitation, the Rules of Public Access to Records of the Judicial Branch, and applicable rules of procedure.

3. Ownership. No title to or ownership in the Software is transferred to you.  You acknowledge and agree that ImageSoft and its suppliers own and retain all rights, title and interest in the Software and ownership of all intellectual property rights in the Software, including any adaptations or copies. You acquire only a license to use the Software. The Software is the proprietary product of ImageSoft and/or its suppliers and is protected by United States copyright laws and international provisions. You agree not to attempt in any way to obliterate or destroy the trade secret or copyright notice in all copies of the Software.

4. Term. This license is effective until terminated. You may terminate it by ceasing to use the Software and notifying ImageSoft in writing of the termination. ImageSoft may terminate this license, upon written notice to you, if you fail to comply with any term or provision of this Agreement. In either event, you agree upon such termination to cease using the Software and, if you have an on-premises version of the Software, to destroy all copies of the Software and accompanying documentation that are then in your possession.

5. Limited Warranty. In the absence of any optional warranty or continuing provisions extended by a formal written agreement, ImageSoft warrants the Software in accordance with the following:

(a) Limited Warranty. ImageSoft warrants for your benefit alone, that the Software will perform substantially in accordance with the accompanying documentation for either: a) for Hosted Software while your paid subscription to the Software remains in effect; or b) for On-Premises Software for a period of ninety (90) days after your receipt of the Software (the “Warranty Period”). Except as expressly provided herein, neither ImageSoft nor its suppliers warrant the performance or results of the Software, that the Software will meet your requirements, or that the Software will run uninterrupted or error free.

(b) Exclusive Remedy. ImageSoft’s entire liability and your exclusive remedy for breach of the foregoing warranty shall be the replacement of any Software that does not function as specified. Warranty claims must be received by ImageSoft within the Warranty Period.

6. WARRANTY DISCLAIMER. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY IMAGESOFT AND ITS SUPPLIERS. Some jurisdictions do not allow certain disclaimers and limitations of warranties, so portions of the above limitations may not apply to you. This limited warranty gives you specific rights and you may also have other rights which vary from state to state.

7. LIMITATION OF LIABILITY. IN NO EVENT SHALL IMAGESOFT OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS, DATA, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. IN NO EVENT WILL IMAGESOFT’S AGGREGATE LIABILITY FOR DIRECT DAMAGES TO PROPERTY OR PERSON (WHETHER IN ONE INSTANCE OR A SERIES OF INSTANCES) EXCEED (1) IN THE CASE OF A PERPETUAL LICENSE TO THE SOFTWARE, THE AMOUNT PAID BY YOU FOR THE SOFTWARE OUT OF WHICH SUCH CLAIM AROSE, OR (2) IN THE CASE OF A SUBSCRIPTION TO THE SOFTWARE, THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU FOR THE SOFTWARE FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT OUT OF WHICH THE CLAIM AROSE (OR SUCH SHORTER PERIOD OF TIME THAT THE SUBSCRIPTION IS IN EFFECT). In those jurisdictions that do not allow the exclusion or limitation of damages, ImageSoft’s liability shall be limited or excluded to the maximum extent allowed within those jurisdictions.

8. U.S. Government Restricted Rights. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (b)(3) of the Right in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software – Restricted Rights at 48CFR 52.227-19, as applicable. Supplier is ImageSoft, Inc. 25900 W. 11 Mile Road, Suite 100 Southfield, MI 48034.

9. Maintenance and Update Rights.

Maintenance and Update Fee and Term. For On-Premises Software if the End User is current on annual maintenance and update (“M&U”) fees; or, for Hosted Software, if the applicable subscription fee for the Software is current (“Supported Customers”), ImageSoft shall provide support and updates for the Software, as defined below:

(a) Support.  The default support for the Software is e-mail support, under which ImageSoft will respond within two (2) business days to e-mails sent to support@imagesoftinc.com.  ImageSoft also offers advanced System Maintenance support which is defined in a separate SMA contract.  End User may learn more about ImageSoft support services by visiting: https://www.imagesoftinc.com/support.

(b) Updates. ImageSoft may make available to Supported Customers updates to the Software at its sole discretion.  For the purposes of this Agreement, an Update shall mean a generally available release of the same Software that was originally purchased. All Updates shall be considered Software licensed under the terms of this Agreement.  Updates as defined herein are available to Supported Customers at no additional charge. 

10. Export. You agree that you do not intend to and will not, directly or indirectly, export or transmit the Software or related documentation and technical data to any country to which such export or transmission is restricted by any applicable U.S. regulation or statue, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission. You represent and warrant that you are not located in, under the control of, or a national or resident of any such country.

11. Indemnification. You shall defend, indemnify, and hold ImageSoft, its officers, directors, employees, and suppliers harmless from and against any and all claims, damages, losses, costs or other expenses (including reasonable attorneys’ fees) that arise directly or indirectly out of your willful misconduct or unauthorized use of the Software or out of your violation of any term of this Agreement.

Without limiting the foregoing, if You are an office, officer, agency, department, division or bureau of the state of Minnesota, Your liability shall be governed by the provisions and limitations of the Minnesota Tort claims act, Minnesota Statutes section 3.376, and other applicable Minnesota law. If You are a political subdivision of the state of Minnesota, Your liability shall be governed by the provisions and limitations of Minn. Stat. Chap. 466. Nothing in this Agreement constitutes a waiver by an office, officer, agency, department, division or bureau of the state of Minnesota or a political subdivision of the state of Minnesota of any statutory or common law defenses, immunities, or limits on liability. The obligation of a political subdivision of the state of Minnesota under this Agreement cannot exceed the amount that the political subdivision would be obligated to pay under the provisions and limitations of Minn. Stat. Chap. 466 without the indemnification language in this section. Under no circumstances will the political subdivision be required to pay on behalf of itself and other parties, any amounts in excess of the limits on liability established in Minn. Stat. Chap. 466 applicable to any one party.

12. Compliance with Law.  You will use the Software only in full compliance with all applicable laws and regulations.  In particular, you will not use the Software for any illegal or fraudulent purpose.  You are solely responsible for inputting accurate and truthful information into the Software.  Any intentional or unintentional violation of this Section by you will cause this Agreement to terminate automatically, without notice to you. After any such termination, ImageSoft may withdraw your access to the Software and will have no obligation to refund any subscription fees paid by you.    

13. Miscellaneous.

(a) Severability. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.

(b) Governing Law. This Agreement shall be governed by the laws of the State of Delaware, USA (without reference to choice of law principles), and applicable federal law.

(c) Construction. This Agreement is deemed entered into in the State of Delaware and shall be construed as to its fair meaning and not strictly for or against either party.

(d) Attorneys’ Fees. In the event of any legal action or proceeding relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees in addition to any other relief granted.

(e) Third Party Software and Related Intellectual Property. As used in this Agreement, the term ‘Software’ includes third-party software and related documentation, and any upgrades, modified versions, updates, additions, and copies thereof.

(f) Consent to use e-signature.  You agree that e-signature technology may be used within the Software and signatures performed in this way are the same as handwritten signature for the purposes of validity, enforceability and admissibility.

(g) Entire Agreement; Modification. This Agreement sets forth the entire understanding and agreement between you and ImageSoft and may be amended only in a writing signed by both parties.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND IMAGESOFT, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND IMAGESOFT RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.