This Agreement is a subscription contract for services setting forth the terms and conditions of the license to use LIMA FORENSIC CASE MANAGEMENT SOFTWARE as defined below. Additional terms and restrictions as to use of the Software by Licensee are contained in the respective IntaForensics Limited (hereinafter “IntaForensics”) End-User License Subscription Agreement(s) and are incorporated herein by reference. It is understood that this Agreement shall have been executed by a person having the legal capacity to bind the firm and its partners, associates, shareholders or members. This Agreement is terminable by either Party pursuant to the terms contained herein and, unless otherwise terminated consistent herewith, shall automatically renew from month to month.
SOFTWARE: The term “Software” shall mean LIMA FORENSIC CASE MANAGEMENT SOFTWARE or any or all thereof, as applicable, and any other computer software or electronic files provided by IntaForensics to Licensee under the terms of this Agreement.
LICENSEE: The term “Licensee” shall mean the individual customer or customer firm to whom is granted the License(s) under the terms of this Agreement.
CONTACT PERSON: The term “Contact Person” shall mean the person designated by the Licensee, if another, to receive all notices or other information regarding or affecting the License(s) or the Software. Licensee agrees to provide to IntaForensics with the name, address, telephone number and email address of said Contact Person and any changes thereto.
PAYMENT TERMS AND TERMINATION: This monthly subscription contract for services is payable by means of a Monthly Subscription Fee, which fee shall be chargeable and accrue on or about the same business day of each month until termination of this Agreement by IntaForensics or until Licensee notifies IntaForensics of, and IntaForensics receives, notice of termination by Licensee in writing. Payment of Monthly Subscription Fees shall be made automatically by means of a charge by IntaForensics against Licensee’s bank direct debit, and Licensee agrees to keep said account current and in good standing such that charges against same may be collected; and further, to provide IntaForensics promptly of any change in account number, date of expiration or any other information necessary to ensure uninterrupted processing of said monthly payment. IntaForensics is not obligated to prorate or to refund any accrued Monthly Subscription Fees. Monthly Subscription Fees are due and payable to IntaForensics at its offices in The Courtyard, Eliot Business Park, Nuneaton, Warwickshire on or about the same business day of each month in advance without demand (hereinafter “Due Date”). Any Monthly Subscription Fees that are due and payable to, and not received by, IntaForensics by the Due Date shall be considered delinquent. IntaForensics retains the right to, and shall, terminate Licensee’s access to the Software in the event that Licensee is delinquent as defined above. AN ACTIVE SUBSCRIPTION IS REQUIRED IN ORDER TO USE THE SOFTWARE OR TO OBTAIN TECHNICAL SUPPORT, INCLUDING, BUT NOT LIMITED TO, ACTIVATION, RE-ACTIVATION, REGISTRATION, RE-REGISTRATION AND AUTHORIZED TRANSFER BY LICENSEE OF THE SOFTWARE TO ANOTHER USER, AND TERMINATION OF LICENSEE’S SUBSCRIPTION FOR ANY REASON SHALL FORTHWITH SERVE TO DENY ACCESS TO THE SOFTWARE AND THESE SERVICES AS AFORESAID. Program updates are provided free of charge to all IntaForensics’ Lima Forensic Case Management Licensees having an active technical support services account.
UPDATES: Except as otherwise provided in this Agreement, while this Agreement is in effect, IntaForensics shall provide Licensee with all applicable updates and upgrades for the Software at no additional charge. IntaForensics reserves the right to provide updates and upgrades via Internet download or via CD-ROM or other medium to be determined at the sole discretion of IntaForensics. Current updates and upgrades shall not be made available to a Licensee who is delinquent as defined above.
ADDITIONAL SERVICES: IntaForensics provides training materials accessible within the Software and online at https://online.intaforensics.com/. IntaForensics offers unlimited, customer support relative to the Software at no additional charge to current subscribers. IntaForensics reserves the right to change, add or remove items from the list of Additional Services, whether free or chargeable, or to charge a fee for any Additional Service prior to its delivery and to deny the Additional Service to any Licensee for any reason in the sole discretion of IntaForensics. These and other services may be offered to Licensee by mail, electronic mail, text messaging, telephone, facsimile, by means of the IntaForensics web site or by any other method, at the sole discretion of IntaForensics.
GRANT OF LICENSE: IntaForensics grants to Licensee such number of licenses to use the Software as to which Licensee shall subscribe. Licenses may be used on a computer network and/or individual stand-alone computers. One license is required for each authorized user whether on a network or stand-alone. For purposes of “thin client” applications, e.g., Microsoft Terminal Services, Microsoft Remote Desktop Services, Citrix XenApp, et als., a license shall be required for each client that accesses the Software. Additional licenses may be added to Licensee’s Monthly Subscription Fee. In the event that Monthly Subscription Fee payments are not received as provided for in this Agreement, IntaForensics may revoke the Grant of License in this Agreement without further notice to Licensee.
LIMITED WARRANTY: THIS SOFTWARE IS PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INTAFORENSICS DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT, WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK RELATED TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS ON THE LICENSEE. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. In the event IntaForensics fails to remedy material defects in the Software, Licensee’s exclusive remedy shall be, at IntaForensics’s option, either (a) to receive a refund not to exceed the license fee paid hereunder for the current term of the Agreement, or (b) to correct the Software at IntaForensics’s sole expense.
NO LIABILITY FOR DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INTAFORENSICS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF INTAFORENSICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
GENERAL: In the event the terms of this Agreement conflict with any other representations, either express or implied, made by any person or contained within any materials supplied by IntaForensics, the provisions of this Agreement shall prevail. All prices and terms are subject to change and IntaForensics reserves the right to increase Licensee’s Monthly Subscription Fee rate upon written notice to Licensee given not less than sixty (60) days prior to the effective date thereof. This Agreement shall be governed the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English courts. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable then the provision shall be severed and the other provisions shall remain in full force and effect. Licensee’s acceptance of this Agreement constitutes express written consent for IntaForensics to send information to Licensee or Licensee’s designee for any purpose via facsimile transmission or by text messaging to any wireless device number that Licensee or Licensee’s designee provides to IntaForensics, and constitutes express written consent for IntaForensics to contact Licensee or Licensee’s designee via telephone or electronic mail, or via any wireless telephone number that Licensee or Licensee’s designee provides to IntaForensics. Failure by IntaForensics to exercise any of its rights under this Agreement shall not be construed as to waive IntaForensics ability to exercise such rights thereafter.