PAD Software Distribution Clickwrap Agreement

SOFTWARE DISTRIBUTION CLICKWRAP AGREEMENT

Note - this agreement assumes that it is enacted by an agreement made online. Typically this is done by including a checkbox or initial box in the software or web site. As a part of the installation and operation of the Software you are about to download and/or run, you will be required to accept the following terms and conditions. This is a legal contract which dictates the terms and limitations of the license and warranty.

If you do not agree to the following terms and conditions, you must delete and/or destroy any and all copies of this Software and related files.

By downloading, installing or using our Software, you are explicitly agreeing to all of the following terms and conditions:

Specifications

Company provides its Software in the following versions:

Insert versions offered, such as "Registered" and Unregistered" and explain the process for evaluation (if any), upgrading and/or licensing other versions of the software. Include a statement about whether the software is full-featured and is "unlocked" by registering and purchasing a license or whether this is a limited version and users must download a different full-featured version of the Software.

1 Definitions

"Software" shall mean the Software or Program(s) to be provided by Company to Customer under this Agreement. "License Fee" shall mean the one-time or recurring fee paid to Company as compensation for continued use of the Software or its related services. "Support Services" shall mean any help, support, setup, installation, or other assistance rendered under this Agreement.

"Source Code" shall mean the readable forms together with make and build files. "Customer Data" shall mean all information, data, storage, files or input the Customer has made with or in conjunction with the usage of the Software. "Delivery" shall mean the Software as transmitted by Company to Customer electronically and in accordance with security measures agreed upon by both parties as described in the Specifications. "Company Materials" shall mean any software, code, data, graphics, documentation or other materials or resources transmitted to Customer in order to provide any of the services under this Agreement.

"Evaluation Period" shall mean the length of time that a license shall be valid at no additional charge for a particular piece of Software or a Service rendered by Company to Customer.

2 Service and Software Provisions

Rights and License Granted

Under the Company's Software agreement, Customer shall not be granted any rights or license to the Software or Services. Customer acknowledges that through its subscription payments to Company, it is granted access to the Software and Services. Customer further acknowledges that at no time shall Customer be entitled to download, distribute, install or otherwise redistribute the Software in any form not explicitly covered by this Agreement. The Customer understands that access to the Software ends when one of the following events takes place: 1) Customer fails to make a subscription or license payment; 2) Customer violates the terms of this Agreement; or 3) Customer returns, reverses or does a chargeback or otherwise cancels the license or subscription with a 30-day written notice and Customer's account is paid in full.

Limitations to Rights and License

At no time will Customer hold title to or ownership of any of the Software, Company Data or Source Code or any Materials provided to Customer during the term of this Agreement.

3 Length of Service or License

Insert license time constraints here. For example, state whether upgrades are included for a length of time and describe any fees required to get continued updates or upgrades. Customer agrees to the initial length of the license ("Term"). The length of contract required is based on the type of license desired by Customer and shall be determined solely by Company as defined in the payment option selected by Customer.

4 Software License Start Date

All license fees, if any, shall be due in advance of any service provided or license granted. Service and/or license shall begin upon Company receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.

5 Renewal or Upgrade Pricing

Renewal prices for online services, upgrades or reoccurring licenses are subject to change. Renewal of services or upgrading by Customer indicates agreement to any contract revisions and price changes. Company does not guarantee pricing for any period of time and Customer shall not be reimbursed or compensated for future increases and decreases between versions of software or services.

6 Software Customization

Customer acknowledges that the Software is provided "as is" and "as delivered" and cannot be construed as being able to be customized or modified in any way. Customer assumes all responsibility to review all features included in the Software prior to signing this Agreement.

7 Software Support

All support for the Software shall be conducted as defined in the Specifications. End-User Pricing and Services Compensation are subject to change at the sole discretion of Company.

Terms of Payment

Terms of payment are C.O.D. unless credit approval has been granted by Company. If credit approval has been granted, credit terms are net ten (10) days upon receipt of invoice. Company reserves the right to revoke any credit extended if payment is in arrears for more than thirty (30) days.

Proprietary Information

Proprietary information exchanged hereunder shall be treated as such by Customer. This information shall include, but is not limited to, the provisions of this Agreement, product and services information, materials, software, code, pricing, or any other materials transmitted to Customer under this Agreement. Customer agrees not to (a) decompose, disassemble, decode, or otherwise reverse engineer any Company program, code, or technology installed or delivered to Customer or any portion thereof; (b) transmit or allow to be transmitted any such materials to any third party except as necessary for the fulfillment of this Agreement; (c) sublicense or allow use of any materials or use of any provided services to any third party without written permission from Company; or (d) use any Materials or Services in any way not intended or expressly provided for by this Agreement.

Customer Information Content

Company will exercise no control whatsoever over the content of the information passing through the software, network, email, or web site.

Warranties

Company makes no warranties or representations of any kind, whether expressed or implied, for the Software it is providing. Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or due to errors or omissions of Customer. Use of any information obtained by way of Company is at Customer's own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its services.

Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Customer for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability.

Company specifically denies any responsibilities for any damages, direct or indirect, arising as a consequence of such unavailability.

1 No Duty to Customer's Users Not Directly Contracted with Company

Company shall have no obligation to support, train or troubleshoot issues for any third-party user due to problems arising out of the use of the Software provided to Customer by Company. Third parties shall include, but are not limited to: vendors, contractors, Customer's customers, Customer's clients or any third party not directly contracted with Company for Software and Software Support.

Trademarks

Customer warrants that Customer has the right to use any applicable trademarks or copyrighted materials that Customer integrates or uses in connection with this Software.

Transfer of Agreement

Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Company. In the event that Customer contemplates whole or partial sale of Customer's business, ownership change, or change in jurisdiction, Customer shall notify Company by mail, facsimile, or email no less than sixty (60) days prior to the effective date of the event.

Termination

Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of receiver or the filing of any application by Customer seeking relief from creditors, 3) expiration of current license fee or evaluation period, or 4) upon mutual agreement in writing by Company and Customer.

Disputes

If legal proceedings are commenced to resolve a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees as well as any costs or legal fees in connection with any appeals.

Indemnification

Customer shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Company directly or indirectly arising from or in connection with Customer's marketing or Support Services of the product or Services or the unauthorized representation of the product and Services or any breach of this Agreement by Customer.

General

If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This Agreement and any disputes arising hereunder shall be governed by the laws of State State. A failure by any party to exercise or any delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.

The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their use of the Software provided by Company.