HazDocs Terms Of Use

This Usage Agreement (“Agreement”) is entered into between Advent, Inc., 180 South St., New Providence, NJ 07974 (“Licensor”) and any company utilizing the HazDocs system, whether for free or by paying the monthly fee, the licensee (“Licensee”).

1. Licensed Property
   The use of HazDocs™, a Document Management and Distribution System, (the "Product"). which will be resident on and operated on Licensor’s central internet server.



2. Rights being licensed
   The limited, non-transferable, non-exclusive, worldwide License to access and use the Product for Licensee’s own business purposes. The License includes all future upgrades. No rights are “implied” or otherwise granted except as specifically set forth in this License.



3. Use
   Licensee may not sell, sub-license, distribute, copy, modify, reverse engineer or attempt to access the source code of the Product, except as specifically permitted in this License Agreement. Misuse shall result in an immediate termination of this License. Licensee shall be fully liable for any misuse of the product, including liquidated damages.



4. Fees
   Standard Account - $200.00 per month for all functionality of the HazDocs system.
   
   Customization available upon request at additional cost.



5. Term
   This agreement begins when the Licensee begins to use the system for any use and ends upon termination of use of the system. The terms of this agreement are not based on when compensation begins and ends.



6. Representations
   Each party represents and admits that it has the right, power and authority to enter into this Agreement, and that this Agreement is valid, legal and binding.



7. Disclaimer of Warranties
   LICENSOR DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS THAT THE PRODUCT WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT AND/OR ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSOR’S LIMITED WARRANTY IS IN LIEU OF ANY OTHER LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PRODUCT.



8. Indemnification
   Licensor will defend and indemnify the Licensee against any claims that the Product wrongfully infringes on the property of another. At its option, Licensor may substitute components or other products to avoid the expense of litigating an infringement claim.
   
   In the event that Licensor is required to defend, indemnify, or hold the Licensee harmless in connection with an infringement allegation, Licensor will have no obligation beyond incurring expenses equal to the amounts actually paid by the Licensee hereunder.



9. Limitation of Liability
   Except as specifically set forth herein, Licensor shall have no liability whatsoever in connection with Licensee’s use of the Product.
   
   It is specifically agreed that Licensor shall have no liability for consequential, exemplary, special, indirect, incidental or punitive damages even if it has been advised of the possibility of such damages. In any event, the aggregate liability of licensor for any reason and upon any cause of action or claim, including, without limitation, Licensor’s obligation to indemnify and hold harmless under this agreement, shall be limited to the amount of license fees paid to Licensor by Licensee hereunder. This limitation applies to all causes of action or claims in the aggregate, including, without limitation, breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentation, and other torts.



10. Confidentiality
    Each of the parties understands that it may learn or obtain confidential information about the other, including, but not limited to, information about its business, business practices, trade secrets, finances, customers, competitors, volume, profitability and expenses.
    
    It is agreed that neither party will divulge any such information to third parties, unless such information is, or becomes, available in the public domain.



11. Survival
    All provisions of this Agreement relating to proprietary rights, confidentiality, non-disclosure or the payment of expenses and fees shall survive the termination of this Agreement.



12. No Waiver
    The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of such rights.



13. Integration Clause
    This License contains all of the agreement rights, warranties and obligations of the parties and supersedes and extinguishes any prior agreements, understandings, warranties or promises made by either party, or its representatives, to the other party, or its representatives.