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BEFORE INSTALLING THIS SOFTWARE,
PLEASE VERIFY YOUR SYSTEM MEETS THE MINIMUM REQUIREMENTS.
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486 or better processor
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Windows 95, 98, 2000 or NT
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MSWord 97, MSOffice 97 or later version
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Minimum 64 MB of RAM available (this does not include RAM used for your operating system)
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500 MB disk space available
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BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, AGENT AGREES
TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
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1. NO CHANGE TO AGENT REPORTING AGREEMENT ("ARA")
Nothing in this Agreement shall affect the terms, conditions or validity of the Agent's ARA.
2. GRANT
ARC grants and the Agent accepts a nonexclusive, limited license (the "License") to use the APS Software in accordance with this Agreement and the ARA. Agent acknowledges and agrees that the Software is the exclusive property of ARC and that this Agreement grants to Agent no title or right of ownership in the Software. Nothing in this Agreement permits Agent to derive the source code of files that ARC has provided in executable form only, or to reproduce, modify, use, or distribute the code of such files. Agent may:
A. Use the Software to complete and submit ARC documents.
B. Use the Software for its Internal Business Use. For purposes of this Agreement, "Internal Business Use" shall be defined to mean use by Agent and its employees, consultants or agents in accordance with this Agreement and the ARA.
C. Make one copy of the Software solely for backup or archival purposes or transfer the Software to a single hard disk provided Agent keeps the original solely for backup or archival purposes.
D. Transfer the Software (with all notices) to another party provided: (i) the other party agrees to accept the terms and conditions of this Agreement; and (ii) ARC has given prior written consent to the transfer, which consent may be withheld. If ARC consents to the Software transfer, Agent agrees to transfer all copies, whether in printed or machine readable form, or destroy any copies not transferred, including all portions of the Software contained or merged into other software. Except as provided in this Agreement, Agent may not transfer, rent, lease, lend, copy, modify, translate, sublicense, time-share, or post the Software on a web site.
ARC reserves all rights not specifically granted in this Agreement.
3. OWNERSHIP
ARC retains title and ownership of the Software recorded on the original media and all subsequent copies of the Software regardless of the form or media in or on which the original and other copies may exist. ARC reserves the right, in its sole discretion and at any time, to modify or discontinue the Software; to limit, terminate or suspend the use of the Software; to assess charges for the use of the Software, following reasonable notice, in the future; and/or to make changes to this Agreement. Agent agrees that Agent will not use, or permit the use of, ARC's name, logos or trademarks.
4. UPGRADES/NEW VERSIONS
ARC reserves the right, at its sole discretion, to discontinue this version of the Software upon reasonable notice and issue a new or upgraded version of the Software. An upgraded version of the Software shall constitute a single product with the Software that was upgraded. Agent may use or transfer the new or upgraded version of the Software only in accordance with the terms of this Agreement.
5. NONDISCLOSURE
ARC represents that ARC developed the Software as a valuable asset. Agent agrees to preserve the confidential nature of the proprietary information by retaining and using the Software in trust and confidence, solely for its own Internal Business Use, and agrees not to disassemble, reverse compile, or reverse engineer the Software or take any action in order to derive a source code equivalent of the Software, nor permit the use of the Software by, or disclosure of such information, to unauthorized persons or any party not subject to the confidentiality provisions herein. Agent agrees to promptly report to ARC any failure to adhere to these provisions by Agent's employees, consultants or agents of which Agent is aware. Agent agrees not to remove or alter any ARC copyright, trademark or other proprietary rights notice contained in any portion of the Software, including the code or other files that bear such a notice. Agent agrees that it shall treat the Software with the same degree of care it treats like information of its own, which it does not wish to disclose to the public.
6. TERMINATION
Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party. Notwithstanding the foregoing, in the event of termination of the Agent's ARA, this Agreement shall immediately terminate without further obligation or liability by ARC. The termination of this Agreement shall not affect the survival of the representations, warranties and covenants contained herein. Upon the termination of this Agreement or the ARA, whichever occurs first, Agent shall promptly certify in writing to ARC that all copies of the Software have been removed from each CPU upon which the Software was installed, and that all copies have been destroyed. Termination of this Agreement shall not release Agent from the obligations of Articles 5 and 7 of this Agreement.
7. INDEMNIFICATION
A. ARC maintains that, to the best of its knowledge, the Software will not infringe upon or violate any patent, copyright, trademark, trade secret, or other proprietary right of any third party. ARC will defend or settle, at its own expense and option, any claim against Agent asserting a patent, copyright, trademark, trade secret or proprietary right violation arising from Agent's authorized use of the Software in the form provided by ARC. ARC shall indemnify Agent against any loss, expense or liability from any damages finally awarded against Agent as a result of Agent's authorized use of the Software in the form provided by ARC, provided, however, (i) Agent notifies ARC in writing within 72 hours after Agent first receives notice of any such claim, action or allegation of infringement, and (ii) ARC shall have sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Agent. ARC shall not be liable for any costs or expenditures incurred by Agent without ARC's prior written consent.
In the event the Software in the form as provided by ARC becomes subject to an infringement claim or if an injunction or order is obtained against Agent's use of the Software by reason of the allegations of infringement or if in ARC's opinion the Software is likely to become the subject of a claim of infringement, Agent will permit ARC, at its option and expense, to:
(1) Procure for Agent the right to continue using the Software; or
(2) Modify or replace the Software with a compatible, functionally equivalent, non-infringing product; or
(3) Notwithstanding Article 6 of this Agreement, immediately terminate this Agreement.
B. Agent agrees to indemnify and hold harmless ARC, its shareholders, officers, directors, employees, representatives, participating carriers, related companies, subsidiaries, and affiliates from and against any claims or liabilities arising out of the unauthorized use, misuse, reproduction or distribution of the Software by the Agent, its employees, consultants or agents.
8. LIMITED WARRANTY
The Software is provided
"AS IS" and "AS AVAILABLE." ARC's entire liability and Agent's sole and exclusive remedy shall be repair or replacement of the Software. THIS LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS. THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THIS AGREEMENT OR ANY PRODUCTS LICENSED HEREUNDER.
9. DISCLAIMER
ARC DISCLAIMS ALL WARRANTIES
AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
10. LIMITATION OF LIABILITY
AGENT'S SOLE AND EXCLUSIVE REMEDY SHALL BE REPAIR OR REPLACEMENT OF THE SOFTWARE. IN NO EVENT SHALL ARC BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, ACTUAL, DIRECT, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, LOSS OF BUSINESS, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF ARC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
11. GOVERNING LAW
This Agreement shall be construed, interpreted and governed according to, and the rights of the parties shall be governed under, the laws of the Commonwealth of Virginia. The forum for all disputes shall be the United States Federal District Court, Eastern District of Virginia. If any provision of this statement is found void or unenforceable, the remainder will remain valid and enforceable to the fullest extent permitted by law. If any remedy provided is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages set forth herein shall remain in effect.
12. ENTIRE AGREEMENT
Agent acknowledges it has read this Agreement and agrees that it supersedes all prior proposals and understandings, oral and written, relating to the subject matter of this Agreement. The terms and conditions of any present or future documents submitted by Agent which conflicts with, or in any way purports to amend this Agreement, are specifically objected to by ARC and shall be of no force or effect.
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