Apr
27
2008

End User Licensing Agreement

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE PDRATER SOFTWARE (“SOFTWARE”) YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6; AND LIABILITY IN SECTION 7. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE ON TANGIBLE MEDIA (e.g., CD) WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY OBTAIN A REFUND OF ANY AMOUNT YOU ORIGINALLY PAID IF YOU: (A) DO NOT USE THE SOFTWARE AND (B) RETURN IT, WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED WITHIN THIRTY (30) DAYS OF THE PURCHASE DATE.

Jay Shergill (“JS”), an individual, owns all intellectual property in and related to the Software. JS permits you to Use the Software only in accordance with the terms of this Agreement. Any use of some third-party materials that may be included in the Software may be subject to other terms and conditions typically found in a separate license agreement or “ReadMe” file located near such materials.

1. Definitions. “Software” means (a) all of the contents of the website and HTML code, files, disk(s), CD-ROM(s), or other media with which this Agreement is provided, including but not limited to (i) JS or third-party computer information or software and (ii) related explanatory written materials or files (“Documentation”); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by JS (collectively, “Updates”). “Use” or “Using” means to access or otherwise benefit from using the functionality of the Software in accordance with, and only as specified by, the Documentation. “Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by JS. “Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. “JS” means Jay Shergill, an individual, with full ownership and rights to www.PDRater.com, any sub domain websites, and all proprietary information contained therein.

2. Software License. As long as you comply with the terms of this Software License Agreement (this “Agreement”), JS grants to you a non-exclusive license to Use the Software only for the purposes described in the Documentation.

2.1 General Use. You may access and use the Software on your compatible computer with compatible internet website browsing software and a working internet connection, up to the Permitted Number of computers. “Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by JS. In the case of a volume license granted by JS, the licensee may install, access, and use the Software Web Application (“WebApp”) as needed to provide access to their clients.

2.2 No Modification. You may customize or extend the functionality of the installer for the Software as specifically allowed by instructions found at www.pdrater.com (e.g., installation of additional plug-in and help files). You may not otherwise alter or modify the Software or create a new installer for the Software. The Software is licensed and distributed by JS for estimating California workers’ compensation benefits, permanent disability rates, temporary disability rates, average weekly wage, temporary partial disability rates, permanent total disability rates, life expectancy, life pension, date calculations, and interest. You are not authorized to integrate or use the Software with any other software, plug-in, or enhancement which uses or relies upon the Software.

2.3 You are not authorized to integrate or use the Software with any (a) plug-in software not developed in accordance with a License Agreement or (b) other software or enhancement to programmatically interface with the Software. You may not alter or modify the Software interface except as provided in a separate license agreement.

2.4 Third-Party Access. The Software allows you access via a third-party website, generally granted a license by JS, which is covered under a separate agreement. Your access to and use of any Third-Party Website, including any services or information made available from such Third Party Websites, is governed by the terms and conditions distributed with such Third-Party Website, if any. Third-Party Websites are not designed, developed, manufactured, sold, maintained, owned or operated by JS. YOUR USE OF THIRD-PARTY WEBSITES IS AT YOUR OWN RISK. JS MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS, OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NONINFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD-PARTY WEBSITES.

3. Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that you make are the intellectual property of and are owned by JS. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of JS. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by JS and its affiliates. Certain aspects of the Software may be subject to issued U.S. Patents and pending U.S. and foreign patent applications.

3.1 Copyright Protection. PDRater and PDRater.com and accompanying documentation are protected by intellectual property rights. You are receiving only a license to electronically access and to use this Software strictly in accordance with the terms and conditions of this agreement. You agree to treat the software like any other copyrighted material and may not reproduce the software in any form, except as specifically authorized in this Agreement. You agree not to reverse-engineer, decompile, or disassemble the Software.

4. Restrictions.

4.1 Notices. You shall not copy the Software except as set forth in Section 2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.

4.2 No Modifications. You shall not modify, adapt, or translate the Software. You shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software, except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested JS to provide the information necessary to achieve such operability and JS has not made such information available. JS has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by JS and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to JS.

4.3 Program Features. The Software may contain features and functionality that appear disabled. (“Features”). The Features will only activate when a user duly licenses the software, under separate agreement. You agree not to access, or attempt to access, disabled Features or otherwise circumvent the permissions that control activation of such Features. You may only use the Features with programs that have been enabled using Keys obtained under a valid license from JS. No other use is permitted.

4.4 Transfer. You may not rent, lease, sublicense, assign, or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user’s computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, and (ii) the Software and all other software or hardware bundled or preinstalled with the Software, including all copies, Updates, and prior versions, to such person or entity; and (b) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, prerelease, or not for resale copies of the Software.

4.5 Distribution. Notwithstanding the terms of Section 4.4, you may not transmit, sell, or distribute the Software without the express written permission of JS under a separate license agreement.

5. Updates. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; (c) you acknowledge any and all modifications to this license agreement upon accepting and installing the Update, and (d) you acknowledge that any obligation JS may have to support the previous versions of the Software may be ended upon availability of the Update.

6. LIMITED WARRANTY.

6.1 Created for Professional User. JS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS. The software is designed solely to assist persons already familiar with all applicable law and regulations (“Laws”) in the performance of certain calculations, and should be used by other persons or for other purposes. You should only use the Software if you have sufficient knowledge to determine independently that the calculations performed by the Software will be suitable for your purposes. You cannot rely on JS, PDRater or its representatives to make that determination. Moreover, the formulas mandated by Laws change from time to time, and you must take responsibility for making sure for making sure that the formulas in the Software at the time you may any calculation are the correct one for your purposes. The Laws covered by the Software at any time are posted on the PDRater website, and you should not use the Software to make any calculations unless you have reviewed that posting and determined that the Laws covered are suitable for your purposes. In particular, although JS and PDRater use reasonable efforts to update the Software from time to time, if you need compliance with the most recent Laws, you must verify that the Software at the time of use includes all updates that you may need. JS AND PDRATER DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF IT CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. You bear sole responsibility and all liability for any loss incurred due to failure of the Software to meet your requirements.

6.2 Disclaimer of Warranty. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ADDITIONAL WARRANTY OF ANY KIND, AND JS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Please be aware that access to the Software will be unavailable from time to time due to scheduled and unscheduled issues, and you must allow for the possibility that the Software may not be available 100% of the time. YOU MUST DETERMINE WHETHER THE SOFTWARE MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. JS WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE. IN ADDITION, JS WILL NT BE LIABLE FOR ANY CLAIMS OF ANY PARTY ARISING OUT OF ANY ALLEGED OR ACTUAL INFRINGEMENT BY THE SOFTWARE OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

7. LIMITATION OF LIABILITY. IN NO EVENT WILL JS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN JS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. JS’ AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS, DISTRIBUTORS, AND PARTNERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits JS’ liability to you in the event of death or personal injury resulting from JS’ negligence or for the tort of deceit (fraud). JS is acting on behalf of its suppliers for the purpose of disclaiming, excluding, and/or limiting obligations, warranties, and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact JS.

8. Export Rules. You agree that the Software will not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations (collectively the “Export Laws”). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

9. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of California.

10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of JS. Updates may be licensed to you by JS with additional or different terms. This is the entire agreement between JS and you relating to the Software, and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.

11. Notice to U.S. Government End Users. The Software and Documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. For U.S. Government End Users, JS agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.

12. Compliance with Licenses. If you are a business or organization, you agree that upon request from JS or an authorized representative, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from JS.

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