LICENSE AGREEMENT

 

Zorroa Corporation (“Zorroa”) licenses its business intelligence software for image databases (the “Software”) and the related online and electronic documentation for the Software (the “Documentation”), subject to the terms and conditions of this Agreement. BY SELECTING “ACCEPT”, OR BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE, ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT BECOME LEGALLY BINDING ON YOU AS AN INDIVIDUAL OR ON THE ORGANIZATION THAT YOU REPRESENT.  AS A RESULT, PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY.

IF YOU THE INDIVIDUAL (A) DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (B) ARE NOT AUTHORIZED TO DOWNLOAD OR INSTALL THE SOFTWARE AND AGREE TO BE BOUND BY THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION, YOU ARE REQUIRED TO SELECT “DO NOT ACCEPT”, IN WHICH CASE YOU ARE NOT PERMITTED TO DOWNLOAD, INSTALL OR USE THE SOFTWARE.

A legally binding contract is immediately formed upon your acceptance of this Agreement.  The licensee who is bound by this Agreement (“Licensee”) is: (i) the individual accepting this Agreement, if the individual is licensing the Software for his or her personal use or use as a sole proprietor; or (ii) the corporation, institution, partnership, organization or other entity (“Organization”) on whose behalf the individual accepting this Agreement is acting.  Licensee represents that the name provided to Zorroa, if any, is its full and correct legal name.

  1. License Grant.
  2. Software Support. Zorroa shall provide support and assistance (including installation support and trouble-shooting) to Licensee in connection with its use of the Software during the Term of the applicable license, at no cost to Licensee, in accordance with the terms and conditions of support and maintenance set forth at: https://zorroa.com/zorroa-support/, as amended from time-to-time.
  3. Fees and Payment. The fees applicable to Use of the Software shall be set forth in each applicable Order and shall be based upon, among other things: (i) the applicable License Type; (ii) the characteristics of Licensee; (iii) the amount of Licensee’s data/usage; and (iii) the number of Authorized Users.  All fees are payable in full in advance, without deduction or offset, upon purchase and/or renewal of the applicable license, unless Zorroa agrees to invoice Licensee, in which case the applicable fees are payable within the period set out in the invoice (and if no period is set out in the invoice, within thirty (30) days of the date on which Licensee receives the invoice).  All fees are non-cancelable and non-refundable.  Zorroa may suspend Use of the Software, without liability to Zorroa, in the event that any amounts payable by Licensee are past due or Licensee is otherwise in breach of this Agreement.  Licenses of certain License Types may be provided free of charge.  All fees are exclusive of any applicable taxes, levies, duties or similar government charges or assessments of any nature, including sales taxes, value-added taxes and withholding taxes (collectively, “Taxes”).  If Zorroa has a legal obligation to pay or collect Taxes, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides Zorroa with an acceptable tax exemption certificate issued by the appropriate taxing authority.
  4. Term and Termination.
  5. Intellectual Property and Confidential Information.

 

 

  1. Disclaimer of Warranties.
  2. Limitation of Liability.
  3. Intellectual Property Infringement Indemnity.
  4. Inspection.
  5. Miscellaneous.
  6. Defined Terms.

For avoidance of doubt, the Permitted Use shall not in any case include the Use of the Software by any Authorized User of an Organization for any personal projects where it is reasonably expected that revenue may be earned.

 

Support agents are available 9 am - 5 pm PST Mon-Fri excluding holidays and will respond with a case number within the next business day.