Imperial Software License Agreement

This License Agreement (“Agreement”) is entered into by and between Imperial Software Systems LLC (“Imperial” or “Licensor”), a New York Limited Liability Corporation with a principal place of business at 175 Pinelawn Road, Suite 300 Melville, New York 11746 and the party accepting this agreement as of the date of subscription (the “Effective Date”).

WHEREAS, Imperial is the exclusive designer, developer, distributor and owner of Imperial Software (hereinafter collectively referred to as “Imperial”) providing certain on premise, cloud hosted or web-based software that has the following capabilities:

Imperial allows documents to be scanned into a document-managed system.  From there, the documents are stored on a server which is stored in the cloud.  This allows documents to have different search criteria catering to each company’s needs.  Imperial can be customized to accept files from several locations for your company’s convenience, such as email, fax, or a directory of files from your system.  It can also deliver files to and from Imperial via email, fax or have the documents posted to the web.

WHEREAS, the parties desire to enter into this Agreement to permit Licensee to license and subscribe to Imperial, and;

WHEREAS, all references herein to Imperial is intended to include Imperial and Imperial Software Systems LLC.

NOW, THEREFORE, in consideration of the mutual covenants and agreements made herein, the Licensor and Licensee hereby agree as follows:

1.        Sole Ownership and Control

Imperial retains all right, title, and interest in and to Imperial and its components, including all intellectual property rights therein and thereto, and in and to all trademarks, service marks or trade names associated therewith. Licensee acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Licensee further acknowledges that Imperial retains the right to use the foregoing for any purpose in Imperial’s sole discretion. All rights not expressly granted to Licensee are reserved by Imperial.

2.        License Grant and Restrictions

Subject to the terms and conditions of this Agreement, Imperial hereby grants Licensee a limited, non-exclusive, non- transferable, worldwide right to access and use the Imperial, solely for its own internal business purposes, during the Term of this Agreement, in accordance with the terms and conditions of this Agreement. Imperial shall provide to Licensee and its users the necessary credentials to allow Licensee to access the Imperial promptly after the users agree to Imperial’s terms of use (the “Terms of Use”) which are presented to users when such users sign up to access the Imperial.

1. Restrictions: Licensee shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit Imperial; (ii) modify or make derivative works based upon Imperial; or (iii) reverse engineer or access Imperial. Furthermore, Licensee shall not access the Imperial to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions or graphics of Imperial, or (c) copy any ideas, features, functions or graphics of Imperial. Licensee may use the Service only for its internal business purposes and shall not: (I) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (II) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (III) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (IV) interfere with or disrupt the integrity or performance of Imperial or the data contained therein; or (V) attempt to gain unauthorized access to Imperial or its related systems or networks.
2. Account Information and Data: In the event this Agreement is terminated (other than by reason of your breach), Imperial will continue to make access to information provided by and/or collected from Licensee as indicated in our Terms of Use and Privacy Policy, readily available to Licensee under the Legacy-Licensee provisions contained.
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3.        Obligations of the Parties.

Licensee Obligations

1. Licensee represents that it is aware of the limitations on the accuracy of the information provided by the Imperial (as set forth in Section 8 (Disclaimers) below), and agrees it shall notify any person or entity to which or to whom such information is provided of such limitations, and shall pass through the disclaimers and limitations of liability contained in this Agreement.
2. Licensee represents and warrants that it shall utilize all of the information and reports provided by Imperial only in connection with transactions involving the persons or business entity specifically for whom such information is sought, and shall not use such information for any other All such information shall be used in accordance with applicable law, rules and regulations.
3. Licensee represents and warrants that only authorized users of Licensee who have received sufficient training in the use of the Imperial shall be permitted to use the Imperial. Licensee shall undertake reasonable efforts to make all users aware of the provisions of this Agreement as applicable to such user’s use of the Application Service, and shall cause users to comply with such provisions.
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5. Licensee represents and warrants that it shall take reasonable measures to prevent any unauthorized use of Imperial, and any information obtained or exchanged with regard to or in connection with the use of the Imperial. User credentials and passwords shall be protected and kept confidential at all times to prevent unauthorized use. Licensee acknowledges and agrees that, as between Licensee and Imperial, Licensee shall be responsible for all acts and omissions of its users, and any act or omission by a user which, if undertaken by Licensee, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Licensee.
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7. Licensee acknowledges and agrees that it and its employees, agents, contractors and users are responsible for the accuracy of their own entries into the program and under no circumstance shall Imperial be liable for any incorrect or missing charges, fees, remittances or disbursements.
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9. To the extent that Licensee, through or in connection with use of the Imperial, collects, uses, stores and discloses data from any other party, Licensee shall accurately and adequately disclose, either through a privacy policy or otherwise, how Licensee collects, uses, stores and discloses data, including, where applicable, that Imperial may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’.
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11. Imperial acknowledges that Licensee owns or otherwise has rights to all information that it provides or otherwise permits Imperial to access through the Imperial and Licensee grants to Imperial a non-exclusive license during the Term of the Agreement to use such information in connection with the provision of the Imperial to Licensee, and a non- exclusive, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to share certain of the information with third parties such as insurance companies, brokers, lenders and other value added buyer, seller or homeowner service providers. Licensee represents and warrants that it has sufficient rights to transmit or otherwise permit access to any such information to Imperial, including any data or information contained therein and that, to the extent Licensee shares or otherwise permits Imperial or the Imperial to make use of any credentials to obtain such data or information, that such sharing of credentials shall not violate the rights of, or any contractual obligations with, any third.
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Licensor Obligations

1. Licensor shall provide training and product support in the use of Imperial in accordance with the terms set forth in the attached Pricing Quote/Schedule (herein referred to as the “Price Schedule”).
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3. Imperial shall: (i) take reasonable measures designed to maintain the security and integrity of all Licensee customer information that Imperial has in its possession or control.
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4.        Fees, Customization, Extras or Alterations

Licensee shall pay to Imperial the fees set forth on the attached Price Schedule, including any specified minimum contract commitments, for Licensee’s access to and use of the Imperial. Such fees shall be due and payable thirty (30) days after the date of the invoice sent by Imperial to Licensee. In addition, past due amounts are subject to a late charge equal to one and a half percent (1 ½ %) per month. Licensor reserves the right to amend the Price Schedule, on 60-days’ notice to customers whereby a change of pricing is required due to increased operating costs or other such business condition changes that are beyond the control of Licensor. Licensee acknowledges and agrees that certain enhanced services including staff-based reconciliation to correct for deficient accounts, out of date account balancing, and to maintain account balances, etc. and system services to design workflows, implement enhanced configurations and customizations such as tasks, events, user assessments, custom views, etc. are offered on an hourly basis at additional charge and shall be invoiced separately. Additional or future optional product capabilities with related optional fees are offered and may be added to the service at any time on the written request of the Licensee.

Licensee will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on Imperial’s income), and any related penalties and interest for the grant of license rights hereunder, or the delivery of related services. Licensee will make all required payments to Imperial free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to Imperial will be Licensee’s sole responsibility, and Licensee will, upon Imperial’s request, provide Imperial with official receipts issued by the appropriate taxing authorities, or such other evidence as Imperial may reasonably request, to establish that such taxes have been paid.

5.        Computer and Operating Requirements

 All Imperial require a suitable broadband internet connection. It is recommended that this internet connection be of business grade and at a minimum upload/download speed of 25mbs. Internet speed requirements are determined by office size, office activity, number of users, number of transactions and other such factors. Imperial will provide customary advanced notice for all maintenance, application upgrades or any other planned outages and will take reasonable measures to defer such standard maintenance windows to off hours and weekends.

6.        Indemnification

 Licensor will defend and hold Licensee harmless against any and all claims, causes of action, liabilities, lawsuits, demands and/or damages (including, without limitation, any and all court costs and reasonable attorney’s fees) that Imperial furnished by Imperial to Licensee infringes a U.S. patent or copyright, provided Licensee promptly notifies Licensor in writing of the claim.  If such a claim has occurred or in Licensor’s opinion is likely to occur, Licensee agrees to permit Licensor at Licensor’s option and expense, either to procure for Licensee the right to continue using the software or replace or modify the same so that it becomes non-infringing.  In the event of any claim, suit or proceeding, Licensor shall be permitted to assert sole control of any such action or settlement negotiations.  Licensee shall notify Licensor promptly in writing of such claim, suit or proceeding and give authority to proceed as contemplated herein.

 7.        Term of License; Termination

1. The initial term of this Agreement shall be as specified within the attached Price Schedule. Thereafter, the license created herein shall continue in full force for subsequent periods consistent with the initial term unless cancelled upon notification by either party within sixty (60) days of the anniversary date.
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3. Termination notification must be received by Imperial from Licensee in writing; applicable termination fees and/or monthly minimum contract commitments as agreed to and specified by the Price Schedule will be calculated by Imperial and submitted to Licensee for prompt payment within ten (10) business days of receipt of the termination.
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5. Upon the expiration of the Initial Term of this Agreement, if Licensor determines to change the fee schedule included in attached Price Schedule herein for any reason, Licensee shall be provided sixty (60) days’ notice before such new fees shall go into effect.
6. The provisions of Sections 8 and 10 of this Agreement shall survive any termination of this Agreement.
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8. Historical In the event Lessor no longer requires or desires the services of Imperial, access to all data shall be available via Historical Access. Full access to historical Client Data will remain available for user in the regular user interface for so long as the monthly Historical Access fee is not delinquent. The Historical Access monthly fee is governed by the Price Schedule and goes into effect at the time of termination or as otherwise determined by Imperial at the time of termination.
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10. The pricing set forth in the Price Schedule will be the minimum amount due each month for the term of this Agreement. Licensee can add additional users at any time at the rate indicated in the Price Schedule which then increases the minimum amount due each User license reductions are addressed at the time of Agreement renewal.

 

Disclaimer of Warranties.

 THE IMPERIAL AND ALL INFORMATION PROVIDED THROUGH THE IMPERIAL IS PROVIDED “AS-IS” AND “WITH ALL FAULTS.” LICENSOR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, AVAILABILITY, ACCURACY OR COMPLETENESS OF IMPERIAL OR ANY CONTENT THEREOF. IMPERIAL LICENSOR does NOT REPRESENT OR WARRANT THAT THE USE OF IMPERIAL WILL BE UNINTERRUPTED OR ERROR- FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, OR THAT ANY PRODUCTS, SERVICES, INFORMATION, OR THAT OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH IMPERIAL WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. IMPERIAL AND ITS LICENSOR DISCLAIM ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, SYSTEM INTEGRATION AND/OR DATA ACCURACY.

8.        Limitation of Liability

IN NO EVENT WILL IMPERIAL OR LICENSOR BE LIABLE TO LICENSEE FOR ANY LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, REGARDLESS OF THE NATURE OF THE CLAIM, IF IMPERIAL OR IMPERIAL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE CUMULATIVE LIABILITY OF IMPERIAL TO LICENSEE (INCLUDING ITS USERS IN THE AGGREGATE) FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE LESSER OF (I) THE TOTAL AMOUNT OF ALL FEES PAID TO IMPERIAL OR IMPERIAL BY LICENSEE UNDER THIS AGREEMENT PRIOR TO THE ACT, OMISSION OR EVENT GIVING RISE TO SUCH LIABILITY OR (II) FIVE HUNDRED UNITED STATES DOLLARS. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Licensee acknowledges and understands that the disclaimers, exclusions and limitations of liability set forth in Section 8 and 9 form an essential basis of the agreement between the Parties, that the Parties have relied upon such disclaimers, exclusions and limitations of liability in negotiating the terms and conditions in this Agreement, and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

9.        Internet Delays; Force Majeure

Imperial may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Imperial is not responsible for any delays, delivery failures, or other damage resulting from problems with the internet. Notwithstanding anything herein to the contrary, Imperial shall not be liable for any losses arising out of the delay or interruption of its performances of any obligations due to any act of God, act of governmental authority, act of public enemy, war, severe weather conditions, or any other cause beyond its control except where this is caused by the gross negligence of Imperial or Imperial.  In such an event Imperial shall be entitled to a reasonable extension of time to perform is affected obligations provided that Imperial shall use reasonable efforts to mitigate the impact and continue to carry out its unaffected obligations.

10.     Breach of Agreement

Any breach of your payment obligations, failure to obtain the necessary consents to provide Imperial with the information provided by Licensee to Imperial hereunder, violation of Imperial’s intellectual property rights, or other unauthorized use of Imperial shall be deemed a material breach of this Agreement. Imperial will notify Licensee of any material breach of this Agreement and Licensee shall have thirty (30) days to cure such breach. If the breach is not cured within 30 days, a final breach notification will be sent to Licensee and account access may be limited or suspended. Upon final notification, Licensee will have 30 additional days to resolve the breach. If Licensee does not cure such breach after such thirty (30) day period, this Agreement shall automatically terminate; all usage, termination and/or contract commitment fees will immediately become due.

Licensee agrees and acknowledges that Imperial has no obligation to retain the Licensee Data if Licensee has breached this Agreement.

11.     General Provisions

1. This Agreement shall be governed by and construed in accordance with the laws of the State of New York and Licensee hereby submits to the jurisdiction of an appropriate court within the State of New York.
2. If any provision of the Agreement is declared to be invalid, the Licensee agrees that such invalidity shall not affect the validity of the remaining provisions of this Agreement, and further agrees to substitute for an invalid provision a valid provision, of choice, which approximates the intent and economic effect of the invalid provisions as closely as
3. Except as otherwise expressly provided herein, neither party may assign, or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the other, which consent shall not be unreasonably withheld. Any purported assignment or transfer not in accordance with this section shall by void and not merely A waiver of a breach or default under this Agreement shall not be a waiver of any other breach or Failure or delay by either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.
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5. This Agreement, together with the Terms of Use, exhibits, schedules and addenda hereto, if any, represent, constitute and express the entire agreement between the parties with respect to the subject matter contained herein and supersede any previous or simultaneous oral or written communications, representations, understandings or agreements with respect thereto. The terms of this Agreement may be modified only in writing signed by Imperial and Licensee. In the event of a conflict between this Agreement and the Terms of Use, the Terms of Use shall control.
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7. The titles of the Sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
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9. No delay, failure or default in performance of any obligation hereunder shall constitute a breach of this Agreement, to the extent that such failure to perform, delay or default arises out of a cause beyond the control and without the negligence of the party otherwise chargeable with failure, delay or default, including without limitation: action or inaction or governmental, civil, or military authority: fire, strike, lockout or other labor dispute: flood: war: riot: earthquake: natural disaster: breakdown of public or common carrier communications facilities: computer malfunction: or act, negligence or default of the other party. This Section shall in no way limit the right of either party to this Agreement to make any claim against third parties for any damages suffered due to said causes.
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By accepting this agreement, you are authorizing Imperial to charge your Credit Card for product(s) or subscription(s) services from Imperial Software Systems.