Copyright: © 1998-2001 Timberline Software Corporation. All rights reserved.


End user license agreements
 End user license

 Australian

 Canadian

 International (for all countries except Australia, Canada, and the United States)

 United States


United States license
United States End User License

09/2002

TERMS AND CONDITIONS

1.	GRANT OF LICENSE:

1.1	Timberline hereby grants to Licensee, subject to the terms and conditions of this License, a non-exclusive, non-transferable license to use the Software only has setforth herein. The term "Software" also includes any documentation, user upgrades, modified versions or updates of the Software which may be provided to Licensee by Timberline.

1.2	Licensee understands and agrees that the Software is licensed for a specific type of use, as described below, and such use is controlled by the Software.

(i)	Seat-Based:  a group of applications available for a single user to install and use on only one computer, at one location, at any one time; or for concurrent use over a network so that multiple users may access the Software, the number of users at any one time may not exceed the number of Seats.

(ii)	Use-Based:  individual applications available for a single user to install and use on only one computer, at one location, at any one time; or for concurrent use over a network so that multiple users may access the Software, the number of users at any one time may not exceed the number of Uses per application.

1.3	Licensee may make copies of the Software for back-up purposes only in support of Licensee's use of the Software described in 1.2 above.

1.4	Licensee may not decompile the Software from object code to source code or cross-compile or otherwise adapt or modify the Software.

1.5	LICENSEE MAY NOT USE, COPY, MODIFY, OR TRANSFER THE SOFTWARE EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE.

2.	PROPRIETARY RIGHTS: The Software is owned by Timberline and its suppliers and is protected by United States Copyright Law and International Treaty provisions. Licensee agrees with Timberline that the Software and all information or data supplied by Timberline and its suppliers in machine-readable form are trade secrets of Timberline and its suppliers, are protected by civil and criminal law, and by the law of copyright, are very valuable to Timberline, and that their use and disclosure must be carefully and continuously controlled. Licensee further agrees that underlying ideas, algorithms, concepts, procedures, processes, principles, know-how, and methods of operations are confidential and contain trade secrets. Timberline and its suppliers retain title to the Software, user documentation, data or any other information furnished by Timberline to Licensee. Licensee agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within the Software or any related materials or documentation.

3.	PROTECTION DEVICE: Timberline may adopt from time to time mechanical or electronic methods that Timberline deems necessary to control unauthorized use or distribution of the Software. The Software may only be used with a Protection Device or with a code which is provided to Licensee.

4.	LIMITED WARRANTY:

4.1	Timberline warrants that the Software will perform substantially in accordance with the user documentation accompanying the Software, when used in conjunction with the required operating environment, and the user documentation is substantially free of errors.

4.2	The warranty covering the Software and user documentation is made for ninety (90) days from the Effective Date of the License Agreement. During this 90 day period, Timberline will, at its sole option, either replace or correct any Software that does not perform substantially in accordance with the user documentation with a corrected copy of the Software without charge. Timberline will correct material errors in the user documentation without charge. If Timberline is unable to provide corrected Software within a reasonable time, Timberline will, upon written request by Licensee, refund the fees paid for licensing the Software. These are Licensee's sole and exclusive remedies for any breach of warranty.

4.3	Timberline does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. The warranty does not cover any media or user documentation which has been subjected to damage or abuse. The Software's warranty does not cover any Software that has been altered or changed in any way by anyone other than Timberline. Timberline is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software nor for problems in the interaction of Timberline's Software with non-Timberline software. The software warranty does not cover any network software or any problems caused in whole or part by network software.

4.4	LICENSEE AGREES THAT THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF TIMBERLINE AND TIMBERLINE DISCLAIMS ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, QUALITY OR PRODUCTIVENESS, OR CAPACITY.

5.	TRAINING GUIDELINES: Licensee understands and agrees that qualified training is a key to the successful implementation and ongoing use of the software.  Training may be received from a Timberline employee, a Timberline certified consultant, certified trainer or at a Timberline Authorized Training Center using Authorized Training Curriculum.  Licensee is responsible for maintaining trained staff as the primary contact with Timberline support.

6.	REQUIRED OPERATING ENVIRONMENT: It is Licensee's responsibility to conform to Timberline's stated hardware and operating system requirements as set forth in the user documentation.

7.	PATENT AND COPYRIGHT INDEMNIFICATION: Timberline will defend, at its expense, any action brought against Licensee to the extent that it is based on a claim that the Software supplied to Licensee constitute direct infringement of copyright filed in the United States on or before the date of this License, provided that Timberline is promptly informed in writing and furnished a copy of each communication, notice, or other action related to the alleged infringement and is given authority, information, and assistance necessary to defend or settle such claim. Timberline will not be obligated to defend or be liable for costs and damages if the infringement arises out of compliance with the Licensee's specification, or from a combination with or an addition to programs not developed and supplied by Timberline, or modification of the Software after delivery by Timberline.  In the event any Software furnished hereunder is, in Timberline's opinion, likely to, or does, become the subject of a claim of infringement of a copyright or a patent, Timberline may, at its option and expense, procure for Licensee the right to continue using the Software or modify the Software to make them non-infringing or replace them with non-infringing software, which may, at Timberline's option, come under this same License. If, in Timberline's opinion, none of the foregoing alternatives is reasonably available to Timberline, then Timberline may refund the purchase price for the Software and terminate this License. THE FOREGOING STATES THE ENTIRE LIABILITY OF TIMBERLINE WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS, PATENTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR ANY PARTS THEREOF AND IS IN LIEU OF ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED.

8.	SCOPE OF LICENSE: This License shall apply to all Timberline Software and any support or maintenance now or in the future delivered by Timberline to Licensee unless Timberline and Licensee agree in writing to other terms and conditions. Licensee's acceptance of any Software from Timberline shall be conclusive evidence of Licensee's agreement that the use of such Software is governed by this License.

9.	GENERAL:

9.1	This License and the Software Programs, Products and Services may not be assigned or otherwise transferred by Licensee without prior written consent of Timberline.

9.2	This License will be governed by and interpreted in accordance with the laws of the State of Oregon without regard to conflicts of law principles. In the event of any dispute the parties hereby irrevocably submit to the jurisdiction of any Court sitting in Washington County, Oregon or the United States District Court for the State of Oregon in Portland, and hereby waive any objection to jurisdiction and venue in any such court, and waive any claim that such forum is an inconvenient forum. The parties further agree that this provision shall survive the termination of this License and that no action, regardless of form, arising hereunder, may be instituted by either party more than one (1) year after the cause of action arose, except that the above limitations shall not apply to the enforcement of any of Timberline's intellectual property rights.

9.3	This License will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded.

9.4	Licensee agrees 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. Any distribution or license of the Software to the U.S. Government or its agencies or instrumentality (the “Government”) is made only with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1) (ii) of the Rights in Technical Data and Computer Software clause at DFAR 252.227-7013, or is as set forth in the particular department or agency regulation or rules which provide Timberline protection equivalent to or greater than the above cited clause.

9.5	Notice to government end users: If this Software is acquired under the terms of (a) GSA contract: use, reproduction, or disclosure is subject to the restrictions set forth in the applicable ADP Schedule contract; (b) DoD contract: use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of 252.227-7013; (c) Civilian agency contract: use, reproduction, or disclosure is subject to 52.227-19 (a) through (d) and restrictions set forth in the accompanying end user Agreement. Any license of the Software to the Government is made only with restricted rights as set forth above or as set forth in the particular department or agency regulations or rules which provide Timberline protection equivalent to or greater than cited above.

10.	LIMITATION OF REMEDIES AND LIABILITY: NEITHER TIMBERLINE NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE AND SERVICES RELATED THERETO, OR ANY OTHER SOFTWARE OR SERVICES DELIVERED BY TIMBERLINE TO LICENSEE, SHALL BE LIABLE TO LICENSEE OR ANY PARTY CLAIMING THROUGH LICENSEE FOR ANY DAMAGES OR EXPENSES OF ANY TYPE, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST SAVINGS, LOST BUSINESS, LOSS OF ANTICIPATED BENEFITS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECT OR INDIRECT, SPECIAL OR GENERAL, ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, TORT, OR UNDER ANY WARRANTY, OTHERWISE, AND WHETHER CAUSED BY DEFECT, NEGLIGENCE, BREACH OF WARRANTY, DELAY IN DELIVERY, OR OTHERWISE, EVEN IF TIMBERLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY OTHER CLAIM BY ANY OTHER PARTY. NO OBLIGATION OR LIABILITY SHALL ARISE OR FLOW FROM TIMBERLINE'S RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH THE SOFTWARE, OTHER SOFTWARE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, INSTALLATION, TRAINING SERVICES, AND SUPPORT SERVICES. TIMBERLINE'S LIABILITY FOR DAMAGES IN NO EVENT SHALL EXCEED THE LICENSE FEE PAID FOR THE RIGHT TO USE THE SOFTWARE.

11.	INTEGRATION: LICENSEE AND TIMBERLINE AGREE THAT THE TERMS OF THIS LICENSE ALLOCATE THE RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE BETWEEN TIMBERLINE AND LICENSEE. TIMBERLINE SOFTWARE PRICING REFLECTS THIS ALLOCATION OF RISK IN THE LIMITED WARRANTY AND IN THE LIMITATION OF REMEDIES AND LIABILITY. LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS LICENSE, WHICH INCLUDES ALL ADDENDUMS, UNDERSTANDS EACH AND EVERY TERM AND CONDITION, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE AGREES THAT THIS LICENSE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENSE BETWEEN TIMBERLINE AND LICENSEE. LICENSEE AGREES THAT ANY TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER, OR OTHER REQUEST FOR THE SOFTWARE OR FOR SERVICES HAVE BEEN AND ARE REJECTED BY TIMBERLINE AND THAT THIS LICENSE SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS LICENSES, PROPOSALS, NEGOTIATIONS, OR DISCUSSIONS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREIN. NO COURSE OF DEALING OR USAGE OF TRADE OR COURSE OF PERFORMANCE SHALL BE RELEVANT TO EXPLAIN OR SUPPLEMENT ANY TERMS EXPRESSED HEREIN. LICENSEE FURTHER AGREES THAT NO REPRESENTATIONS OR STATEMENTS OF ANY KIND, INCLUDING, BUT NOT LIMITED TO DEALER ADVERTISING, PRESENTATIONS, ORAL OR WRITTEN, MADE BY ANY AGENT OR REPRESENTATIVE OF TIMBERLINE WHICH ARE NOT STATED HEREIN SHALL BE BINDING UPON LICENSEE OR TIMBERLINE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE TERMS OF THIS LICENSE INCLUDING, WITHOUT LIMITATION, ANY PROVISIONS RELATING TO WARRANTIES, PREVAIL OVER ANY LICENSES CONTAINED IN THE SOFTWARE PACKAGE AND USER DOCUMENTATION DELIVERED TO LICENSEE PURSUANT TO THIS LICENSE.

Note: The signed license agreement supercedes this online agreement.


Australian licence
Australian End User licence

09/2002

TERMS AND CONDITIONS

1.	GRANT OF LICENCE:

1.1	Timberline hereby grants to Licensee, subject to the terms and conditions of this Licence, a non-exclusive, non-transferable licence to use the Software only as setforth herein. The term "Software" also includes any documentation, user upgrades, modified versions or updates of the Software which may be provided to Licensee by Timberline.

1.2	Licensee understands and agrees that the Software is licenced for a specific type of use, as described below, and such use is controlled by the Software.

(i)	Seat-Based:  a group of applications available for a single user to install and use on only one computer, at one location, at any one time; or for concurrent use over a network so that multiple users may access the Software, the number of users at any one time may not exceed the number of Seats.

(ii)	Use-Based:  individual applications available for a single user to install and use on only one computer, at one location, at any one time; or for concurrent use over a network so that multiple users may access the Software, the number of users at any one time may not exceed the number of Uses per application.

1.3	Licensee may make copies of the Software for back-up purposes only in support of Licensee's use of the Software described in 1.2 above.

1.4	Licensee may not decompile the Software from object code to source code or cross-compile or otherwise adapt or modify the Software.

1.5	LICENSEE MAY NOT USE, COPY, MODIFY, OR TRANSFER THE SOFTWARE EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENCE.

2.	PROPRIETARY RIGHTS: The Software is owned by Timberline and its suppliers and is protected by United States Copyright Law and International Treaty provisions. Licensee agrees with Timberline that the Software and all information or data supplied by Timberline and its suppliers in machine-readable form are trade secrets of Timberline and its suppliers, are protected by civil and criminal law, and by the law of copyright, are very valuable to Timberline, and that their use and disclosure must be carefully and continuously controlled.  Licensee further agrees that underlying ideas, algorithms, concepts, procedures, processes, principles, know-how, and methods of operations are confidential and contain trade secrets.  Timberline and its suppliers retain title to the Software, user documentation, data or any other information furnished by Timberline to Licensee.  Licensee agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within the Software or any related materials or documentation.

3.	PROTECTION DEVICE: Timberline may adopt from time to time mechanical or electronic methods that Timberline deems necessary to control unauthorised use or distribution of the Software. The Software may only be used with a Protection Device or with a code which is provided to Licensee.

4.	LIMITED WARRANTY:

4.1	Timberline warrants that the Software will perform substantially in accordance with the user documentation accompanying the Software, when used in conjunction with the required operating environment, and the user documentation is substantially free of errors.

4.2	The warranty covering the Software and user documentation is made for ninety (90) days from the Effective Date of the Licence Agreement. During this 90 day period, Timberline will, at its sole option, either replace or correct any Software that does not perform substantially in accordance with the user documentation with a corrected copy of the Software without charge. Timberline will correct material errors in the user documentation without charge. If Timberline is unable to provide corrected Software within a reasonable time, Timberline will, upon written request by Licensee, refund the fees paid for licensing the Software. These are Licensee's sole and exclusive remedies for any breach of warranty.

4.3	Timberline does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. The warranty does not cover any media or user documentation which has been subjected to damage or abuse. The Software's warranty does not cover any Software that has been altered or changed in any way by anyone other than Timberline. Timberline is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software nor for problems in the interaction of Timberline's Software with non-Timberline software. The Software warranty does not cover any network software or any problems caused in whole or part by network software.

4.4	LICENSEE AGREES THAT THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF TIMBERLINE AND TIMBERLINE DISCLAIMS ALL OTHER WARRANTIES , EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, QUALITY OR PRODUCTIVENESS, OR CAPACITY.

5.	TRAINING GUIDELINES: Licensee understands and agrees that qualified training is a key to the successful implementation and ongoing use of the software. Training may be received from a Timberline employee, a Timberline certified consultant, certified trainer or at a Timberline Authorized Training Center using Authorized Training Curriculum. Licensee is responsible for maintaining trained staff as the primary contact with Timberline support.

6.	REQUIRED OPERATING ENVIRONMENT: It is Licensee's responsibility to conform to Timberline's stated hardware and operating system requirements as set forth in the user documentation.

7.	PATENT AND COPYRIGHT INDEMNIFICATION: Timberline will defend, at its expense, any action brought against Licensee to the extent that it is based on a claim that the Software supplied to Licensee constitute direct infringement of copyright filed in the United States on or before the date of this Licence, provided that Timberline is promptly informed in writing and furnished a copy of each communication, notice, or other action related to the alleged infringement and is given authority, information, and assistance necessary to defend or settle such claim. Timberline will not be obligated to defend or be liable for costs and damages if the infringement arises out of compliance with the Licensee's specification, or from a combination with or an addition to programs not developed and supplied by Timberline, or modification of the Software after delivery by Timberline.  In the event any Software furnished hereunder is, in Timberline's opinion, likely to, or does, become the subject of a claim of infringement of a copyright or a patent, Timberline may, at its option and expense, procure for Licensee the right to continue using the Software or modify the Software to make them non-infringing or replace them with non-infringing software, which may, at Timberline's option, come under this same Licence. If, in Timberline's opinion, none of the foregoing alternatives is reasonably available to Timberline, then Timberline may refund the purchase price for the Software and terminate this Licence. THE FOREGOING STATES THE ENTIRE LIABILITY OF TIMBERLINE WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS, PATENTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR ANY PARTS THEREOF AND IS IN LIEU OF ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED.

8.	SCOPE OF LICENCE: This Licence shall apply to all Timberline Software and any support or maintenance now or in the future delivered by Timberline to Licensee unless Timberline and Licensee agree in writing to other terms and conditions. This Licence may not be assigned or otherwise transferred by Licensee without the prior written consent of Timberline.  Any transfer permitted by Timberline may be subject to a transfer fee and other conditions which may be imposed by Timberline in its sole discretion.  Licensee's acceptance of any Software from Timberline shall be conclusive evidence of Licensee's agreement that the use of such Software is governed by this Licence.

9.	DISPUTES, GOVERNING LAW AND VENUE:

9.1	Any disputes, controversies or claims (“Disputes”) arising from or relating to this Licence or any breach thereof shall be resolved as set forth in section 9.2.

9.2	If such Disputes require that immediate equitable relief be obtained, Licensee agrees that Timberline shall have the right to seek all equitable and legal redress which may be available for the breach or threatened breach of this Licence, and shall, in exercising such right, have (without limiting the generality of the foregoing) the specific right to bring suit in the Federal District Court for the District of Oregon, USA (to which jurisdiction Licensee herein specifically consents), to obtain injunctive relief restraining and enjoining Licensee and all persons in privity and/or contractual relationships with Licensee and all entities with which Licensee may be affiliated from taking, receiving, concealing, assigning, transferring, leasing, pledging, copying or other wise using or disposing of the Software and the Confidential Information of Timberline in the Software an/or from infringing Timberline’s copyrights, trademarks, or other proprietary rights, or interests.

9.3	The parties hereby stipulate that any preliminary injunction or final order or judgment issued pursuant to section 9.2 herein shall be enforceable in the domestic courts of any party, and that all parties promptly shall provide any consents or stipulations necessary to facilitate enforcement of such orders or judgments in the domestic courts of the party against which enforcement is sought.

9.4	This Licence shall be governed by and construed in accordance with the laws of the State of Oregon, USA exclusive of the provision governing conflict of laws, and without regard to the United Nations 1980 convention on the International Sale of Goods. In the event of any dispute the parties hereby irrevocably submit to the jurisdiction of any Court sitting in Washington County, Oregon or the United States District Court for the State of Oregon in Portland, and hereby waive any objection to jurisdiction and venue in any such court, and waive any claim that such forum is an inconvenient forum. The parties further agree that this provision shall survive the termination of this Licence and that no action, regardless of form, arising hereunder, may be instituted by either party more than one (1) year after the cause of action arose, except that the above limitations shall not apply to the enforcement of any of Timberline's intellectual property rights. The preceding sentence shall not limit in any way Timberline’s right to sue Licensee for infringement of any of Timberline’s property rights including, without limitation, rights in intellectual property, trademarks, trade secrets, patents, and copyrights.

10.	LIMITATION OF REMEDIES AND LIABILITY:

10.1	SUBJECT TO ANY LIABILITY ARISING UNDER ANY ACT OF PARLIAMENT WHICH CANNOT BE EXCLUDED, LICENSEE ACKNOWLEDGES THIS LICENCE EXPRESSLY STATES THE ENTIRE RIGHTS OF AND REMEDIES AVAILABLE TO THE LICENSEE AS AGAINST LICENSOR ARISING IN ANY WAY OUT OF THIS LICENCE, AND LICENSOR SHALL NOT BE UNDER ANY LIABILITY TO LICENSEE WHATSOEVER, WHETHER SUCH LIABILITY IS FOR LOSS OR DAMAGE (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE) OR OTHERWISE AND WHETHER SUCH LIABILITY AROSE IN CONNECTION WITH TIMBERLINE SOFTWARE OR SERVICES OR OTHERWISE.

10.2	SUBJECT TO THE FOLLOWING PARAGRAPHS 10.3A AND 10.3B, ALL CONDITIONS, WARRANTIES, UNDERTAKINGS OR TERMS IN ANY WAY RELATING TO THIS LICENCE WHICH ARE NOT EXPRESSLY AS STATED IN THIS LICENCE ARE EXCLUDED.

10.3.A	Where conditions, warranties or other rights for the licensee’s benefit are implied in this Licence or otherwise conferred by the Trade Practices Act, 1974 or other laws and it is not lawful or possible to exclude them, then those conditions, warranties and other rights will (but only to the extent required by law) apply to this Licence. Other than as set out in this clause, all implied conditions, warranties and rights are excluded from this Licence.

10.3.B	THE LICENSOR’S LIABILITY FOR BREACH OF IMPLIED CONDITIONS OR WARRANTIES IS LIMITED, TO THE EXTENT PERMITTED BY LAW, AT THE OPTION OF THE LICENSOR:

10.3.B1  IF THE BREACH RELATES TO GOODS:

10.3.B1(i) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS;

10.3.B1(ii) THE REPAIR OF THE GOODS;

10.3.B1(iii) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR

10.3.B1(iv) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND

10.3.B2  IF THE BREACH RELATES TO SERVICES:

10.3.B2(i) THE SUPPLYING OF THE SERVICES AGAIN; OR

10.3.B2(ii) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.

10.4	LICENSEE WARRANTS THAT IT HAS NOT RELIED UPON ANY REPRESENTATION MADE BY TIMBERLINE OR UPON ANY DESCRIPTION OR ILLUSTRATIONS OR SPECIFICATIONS CONTAINED IN ANY DOCUMENT, INCLUDING ANY CATALOGUES OR PUBLICITY MATERIAL, PRODUCED BY TIMBERLINE.

11.	INTEGRATION: LICENSEE AND TIMBERLINE AGREE THAT THE TERMS OF THIS LICENCE AGREEMENT ALLOCATE THE RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE BETWEEN TIMBERLINE AND LICENSEE. TIMBERLINE SOFTWARE PRICING REFLECTS THIS ALLOCATION OF RISK IN THE LIMITED WARRANTY AND IN THE LIMITATION OF REMEDIES AND LIABILITY. LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS LICENCE, WHICH INCLUDES ALL ADDENDUMS, UNDERSTANDS EACH AND EVERY TERM AND CONDITION, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE AGREES THAT THIS LICENCE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENCE BETWEEN TIMBERLINE AND LICENSEE. LICENSEE AGREES THAT ANY TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER, OR OTHER REQUEST FOR THE SOFTWARE OR FOR SERVICES HAVE BEEN AND ARE REJECTED BY TIMBERLINE AND THAT THIS LICENCE SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, PROPOSALS, NEGOTIATIONS, OR DISCUSSIONS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREIN. NO COURSE OF DEALING OR USAGE OF TRADE OR COURSE OF PERFORMANCE SHALL BE RELEVANT TO EXPLAIN OR SUPPLEMENT ANY TERMS EXPRESSED HEREIN. LICENSEE FURTHER AGREES THAT NO REPRESENTATIONS OR STATEMENTS OF ANY KIND, INCLUDING, BUT NOT LIMITED TO DEALER ADVERTISING, PRESENTATIONS, ORAL OR WRITTEN, MADE BY ANY AGENT OR REPRESENTATIVE OF TIMBERLINE WHICH ARE NOT STATED HEREIN SHALL BE BINDING UPON LICENSEE OR TIMBERLINE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE TERMS OF THIS LICENCE INCLUDING, WITHOUT LIMITATION, ANY PROVISIONS RELATING TO WARRANTIES, PREVAIL OVER ANY LICENCES CONTAINED IN THE SOFTWARE PACKAGE AND USER DOCUMENTATION DELIVERED TO LICENSEE PURSUANT TO THIS LICENCE.

Note: The signed licence agreement supercedes this online agreement.


Canadian license
Canadian End User License

09/2002

TERMS AND CONDITIONS

1.	GRANT OF LICENSE:

1.1	Timberline hereby grants to Licensee, subject to the terms and conditions of this License, a non-exclusive, non-transferable license to use the Software only has setforth herein. The term "Software" also includes any documentation, user upgrades, modified versions or updates of the Software which may be provided to Licensee by Timberline.

1.2	Licensee understands and agrees that the Software is licensed for a specific type of use, as described below, and such use is controlled by the Software.

(i)	Seat-Based:  a group of applications available for a single user to install and use on only one computer, at one location, at any one time; or for concurrent use over a network so that multiple users may access the Software, the number of users at any one time may not exceed the number of Seats.

(ii)	Use-Based:  individual applications available for a single user to install and use on only one computer, at one location, at any one time; or for concurrent use over a network so that multiple users may access the Software, the number of users at any one time may not exceed the number of Uses per application.

1.3	Licensee may make copies of the Software for back-up purposes only in support of Licensee's use of the Software described in 1.2 above.

1.4	Licensee may not decompile the Software from object code to source code or cross-compile or otherwise adapt or modify the Software.

1.5	LICENSEE MAY NOT USE, COPY, MODIFY, OR TRANSFER THE SOFTWARE EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE.

2.	PROPRIETARY RIGHTS: The Software is owned by Timberline and its suppliers, and it protected by United States Copyright Laws and International Treaty provisions. All Software supplied to Licensee is subject to the proprietary rights of Timberline and its suppliers. Licensee agrees with Timberline that the Software and all information or data supplied by Timberline and it suppliers in machine-readable form are trade secrets of Timberline and its suppliers, are protected by civil and criminal law, and by the law of copyright, are very valuable to Timberline, and that their use and disclosure must be carefully and continuously controlled. Licensee further agrees that underlying ideas, algorithms, concepts, procedures, processes, principles, know-how, and methods of operations are confidential and contain trade secrets. Timberline and its suppliers retain title to the Software, user documentation, data or any other information furnished by Timberline to Licensee. Licensee agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within the Software or any related materials or documentation.

3.	PROTECTION DEVICE: Timberline may adopt from time to time mechanical or electronic methods that Timberline deems necessary to control unauthorized use or distribution of the Software. The Software may only be used with a Protection Device or with a code which is provided to Licensee.

4.	LIMITED WARRANTY:

4.1	Timberline warrants that the Software will perform substantially in accordance with the user documentation accompanying the Software, when used in conjunction with the required operating environment, and the user documentation is substantially free of errors.

4.2	The warranty covering the Software and user documentation is made for ninety (90) days from the Effective Date of the License Agreement. During this 90 day period, Timberline will, at its sole option, either replace or correct any Software that does not perform substantially in accordance with the user documentation with a corrected copy of the Software without charge. Timberline will correct material errors in the user documentation without charge. If Timberline is unable to provide corrected Software within a reasonable time, Timberline will, upon written request by Licensee, refund the fees paid for licensing the Software. These are Licensee's sole and exclusive remedies for any breach of warranty.

4.3	Timberline does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. The warranty does not cover any media or user documentation which has been subjected to damage or abuse. The Software's warranty does not cover any Software that has been altered or changed in any way by anyone other than Timberline. Timberline is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software nor for problems in the interaction of Timberline's Software with non-Timberline software. The Software warranty does not cover any network software or any problems caused in whole or part by network software.

4.4	ALL CONDITIONS, WARRANTIES, REPRESENTATIONS, PROMISES AND UNDERTAKINGS, TERMS, GUARANTEES AND COLLATERAL AGREEMENTS, IN ANY WAY RELATING TO THIS LICENSE, INCLUDING WITHOUT LIMITATION ANY IMPLIED OR STATUTORY WARRANTIES, SUCH AS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE NOT EXPRESSLY STATED IN THIS LICENSE ARE EXPRESSLY EXCLUDED.

5.	TRAINING GUIDELINES: Licensee understands and agrees that qualified training is a key to the successful implementation and ongoing use of the software. Training may be received from a Timberline employee, a Timberline certified consultant, certified trainer or at a Timberline Authorized Training Center using Authorized Training Curriculum. Licensee is responsible for maintaining trained staff as the primary contact with Timberline support.

6.	REQUIRED OPERATING ENVIRONMENT: It is Licensee's responsibility to conform to Timberline's stated hardware and operating system requirements as set forth in the user documentation.

7.	PATENT AND COPYRIGHT INDEMNIFICATION: Timberline will defend, at its expense, any action brought against Licensee to the extent that it is based on a claim that the Software supplied to Licensee constitute direct infringement of copyright filed in the United States on or before the date of this License, provided that Timberline is promptly informed in writing and furnished a copy of each communication, notice, or other action related to the alleged infringement and is given authority, information, and assistance necessary to defend or settle such claim. Timberline will not be obligated to defend or be liable for costs and damages if the infringement arises out of compliance with the Licensee's specification, or from a combination with or an addition to programs not developed and supplied by Timberline, or modification of the Software after delivery by Timberline. In the event any Software furnished hereunder is, in Timberline's opinion, likely to, or does, become the subject of a claim of infringement of a copyright or a patent, Timberline may, at its option and expense, procure for Licensee the right to continue using the Software or modify the Software to make them non-infringing or replace it with a non-infringing program, which may, at Timberline's option, come under this same License. If, in Timberline's opinion, none of the foregoing alternatives is reasonably available to Timberline, then Timberline may refund the purchase price for the Software and terminate this License. THE FOREGOING STATES THE ENTIRE LIABILITY OF TIMBERLINE WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS, PATENTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR ANY PARTS THEREOF AND IS IN LIEU OF ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED.

8.	EFFECTIVE DATE AND SCOPE OF LICENSE: This License shall apply to all Timberline Software and any support or maintenance now or in the future delivered by Timberline to Licensee unless Timberline and Licensee agree in writing to other terms and conditions. Licensee's acceptance of any Software from Timberline shall be conclusive evidence of Licensee's agreement that the use of such Software is governed by this License.

9.	GENERAL:

9.1	This License and the Software Programs, Products and Services may not be assigned or otherwise transferred by Licensee without prior written consent of Timberline.

9.2	This License will be governed by and interpreted in accordance with the laws of the State of Oregon without regard to conflicts of law principles. In the event of any dispute the parties hereby irrevocably submit to the jurisdiction of any Court sitting in Washington County, Oregon or the United States District Court for the State of Oregon in Portland, and hereby waive any objection to jurisdiction and venue in any such court, and waive any claim that such forum is an inconvenient forum. The parties further agree that this provision shall survive the termination of this License and that no action, regardless of form, arising hereunder, may be instituted by either party more than one (1) year after the cause of action arose, except that the above limitations shall not apply to the enforcement of any of Timberline's intellectual property rights.

9.3	This License will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded.

9.4	Licensee agrees 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 exports laws, restrictions, or regulations. Any distribution or license of the Software to the U.S. Government or its agencies or instrumentality (the “Government”) is made only with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1) (ii) of the Rights in Technical Data and Computer Software clause at DFAR 252.227-7013, or is as set forth in the particular department or agency regulation or rules which provide Timberline protection equivalent to or greater than the above cited clause.

10.	LIMITATION OF REMEDIES AND LIABILITY:

10.1	LICENSEE ACKNOWLEDGES THIS LICENSE EXPRESSLY STATES THE ENTIRE RIGHTS OF AND REMEDIES AVAILABLE TO THE LICENSEE AS AGAINST LICENSOR ARISING IN ANY WAY OUT OF THIS LICENSE, AND LICENSOR SHALL NOT BE UNDER ANY LIABILITY TO LICENSEE WHATSOEVER, WHETHER SUCH LIABILITY IS FOR LOSS OR DAMAGE (INCLUDING CONSEQUENTIAL LOSS OR DAMAGE) OR OTHERWISE AND WHETHER SUCH LIABILITY AROSE IN CONNECTION WITH TIMBERLINE SOFTWARE OR SERVICES OR OTHERWISE.

10.2	SUBJECT TO THE FOLLOWING PARAGRAPH 10.3, ALL CONDITIONS, WARRANTIES, REPRESENTATIONS, PROMISES, UNDERTAKINGS, TERMS, GUARANTEES AND COLLATERAL LICENSES IN ANY WAY RELATING TO THE SUBJECT MATTER OF THIS LICENSE WHICH ARE NOT EXPRESSLY STATE IN THIS LICENSE ARE EXCLUDED, INCLUDING WITHOUT LIMITATION ANY IMPLIED OR STATUTORY WARRANTIES, SUCH AS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10.3	IF ANY ACT OF PARLIAMENT OR OTHER APPLICABLE LAW OR REGULATION RESTRICTS LICENSOR’S ABILITY TO EXCLUDE ITS LIABILITY IN THE MANNER REFERRED TO IN PARAGRAPHS 10.1 AND 10.2, BUT PERMITS LICENSOR TO LIMIT ITS LIABILITY TO ANY ONE OR MORE OF SEVERAL OPTIONS SPECIFIED IN THAT LAW, LICENSOR’S LIABILITY TO LICENSEE, IN LICENSOR’S ABSOLUTE DISCRETION, SHALL BE LIMITED TO ANY ONE OR MORE OF THOSE OPTION.

10.4	LICENSEE WARRANTS THAT IT HAS NOT RELIED UPON ANY REPRESENTATION MADE BY LICENSOR OR UPON ANY DESCRIPTION OR ILLUSTRATIONS OR SPECIFICATIONS CONTAINED IN ANY DOCUMENT, INCLUDING ANY CATALOGUES OR PUBLICITY MATERIAL, PRODUCED BY LICENSOR.

11.	INTEGRATION: LICENSEE AND TIMBERLINE AGREE THAT THE TERMS OF THIS LICENSE ALLOCATE THE RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE BETWEEN TIMBERLINE AND LICENSEE. TIMBERLINE SOFTWARE PRICING REFLECTS THIS ALLOCATION OF RISK IN THE LIMITED WARRANTY AND IN THE LIMITATION OF REMEDIES AND LIABILITY. LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS LICENSE, WHICH INCLUDES ALL ADDENDUMS, UNDERSTANDS EACH AND EVERY TERM AND CONDITION, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE AGREES THAT THIS LICENSE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENSE BETWEEN TIMBERLINE AND LICENSEE. LICENSEE AGREES THAT ANY TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER, OR OTHER REQUEST FOR THE SOFTWARE OR FOR SERVICES HAVE BEEN AND ARE REJECTED BY TIMBERLINE AND THAT THIS LICENSE SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS AGREEMENTS, PROPOSALS, NEGOTIATIONS, OR DISCUSSIONS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREIN. NO COURSE OF DEALING OR USAGE OF TRADE OR COURSE OF PERFORMANCE SHALL BE RELEVANT TO EXPLAIN OR SUPPLEMENT ANY TERMS EXPRESSED HEREIN. LICENSEE FURTHER AGREES THAT NO REPRESENTATIONS OR STATEMENTS OF ANY KIND, INCLUDING, BUT NOT LIMITED TO DEALER ADVERTISING, PRESENTATIONS, ORAL OR WRITTEN, MADE BY ANY AGENT OR REPRESENTATIVE OF TIMBERLINE WHICH ARE NOT STATED HEREIN SHALL BE BINDING UPON LICENSEE OR TIMBERLINE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE TERMS OF THIS LICENSE INCLUDING, WITHOUT LIMITATION, ANY PROVISIONS RELATING TO WARRANTIES, PREVAIL OVER ANY LICENSES CONTAINED IN THE SOFTWARE PACKAGE AND USER DOCUMENTATION DELIVERED TO LICENSEE PURSUANT TO THIS LICENSE.

Note: The signed license agreement supercedes this online agreement.


International license
International End User License

(for all foreign countries except Australia, Canada, and the United States)

09/2002

TERMS AND CONDITIONS

1.	GRANT OF LICENSE:

1.1	Timberline hereby grants to Licensee, subject to the terms and conditions of this License, a non-exclusive, non-transferable license to use the Software only has setforth herein. The term "Software" also includes any documentation, user upgrades, modified versions or updates of the Software which may be provided to Licensee by Timberline.

1.2	Licensee understands and agrees that the Software is licensed for a specific type of use, as described below, and such use is controlled by the Software.

(i)	Seat-Based:  a group of applications available for a single user to install and use on only one computer, at one location, at any one time; or for concurrent use over a network so that multiple users may access the Software, the number of users at any one time may not exceed the number of Seats.

(ii)	Use-Based:  individual applications available for a single user to install and use on only one computer, at one location, at any one time; or for concurrent use over a network so that multiple users may access the Software, the number of users at any one time may not exceed the number of Uses per application.

1.3	Licensee may make copies of the Software for back-up purposes only in support of Licensee's use of the Software described in 1.2 above.

1.4	Licensee may not decompile the Software from object code to source code or cross-compile or otherwise adapt or modify the Software.

1.5	LICENSEE MAY NOT USE, COPY, MODIFY, OR TRANSFER THE SOFTWARE EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE.

2	PROPRIETARY RIGHTS: The Software is owned by Timberline and its suppliers, and is protected by United States Copyright Law and International Treaty provisions. All Software supplied to Licensee is subject to the proprietary rights of Timberline and its suppliers. Licensee agrees with Timberline that the Software and all information or data supplied by Timberline and its suppliers in machine-readable form are trade secrets of Timberline and its suppliers, are protected by civil and criminal law, and by the law of copyright, are very valuable to Timberline, and that their use and disclosure must be carefully and continuously controlled. Licensee further agrees that underlying ideas, algorithms, concepts, procedures, processes, principles, know-how, and methods of operations are confidential and contain trade secrets. Timberline and its suppliers retain title to the Software, user documentation, data or any other information furnished by Timberline to Licensee. Licensee agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within the Software or any related materials or documentation.

3	PROTECTION DEVICE: Timberline may adopt from time to time mechanical or electronic methods that Timberline deems necessary to control unauthorized use or distribution of the Software. The Software may only be used with a Protection Device or with a code which is provided to Licensee.

4	LIMITED WARRANTY:

4.1	Timberline warrants that the Software will perform substantially in accordance with the user documentation accompanying the Software, when used in conjunction with the required operating environment, and the user documentation is substantially free of errors.

4.2	The warranty covering the Software and user documentation is made for ninety (90) days from the Effective Date of the License Agreement. During this 90 day period, Timberline will, at its sole option, either replace or correct any Software that does not perform substantially in accordance with the user documentation with a corrected copy of the Software without charge. Timberline will correct material errors in the user documentation without charge. If Timberline is unable to provide corrected Software within a reasonable time, Timberline will, upon written request by Licensee, refund the fees paid for licensing the Software. These are your sole and exclusive remedies for any breach of warranty.

4.3	Timberline does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free. The warranty does not cover any media or user documentation which has been subjected to damage or abuse. The Software's warranty does not cover any Software that has been altered or changed in any way by anyone other than Timberline. Timberline is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the Software nor for problems in the interaction of Timberline's Software with non-Timberline software. The software warranty does not cover any network software or any problems caused in whole or part by network software.

4.4	LICENSEE AGREES THAT THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OF TIMBERLINE AND TIMBERLINE DISCLAIMS ALL OTHER WARRANTIES OF THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS OR ADEQUACY FOR ANY PARTICULAR PURPOSE OR USE, QUALITY OR PRODUCTIVENESS, OR CAPACITY.

5.	INSTALLATION AND TRAINING:

5.1	Except as specifically set for in this License, Timberline shall not be responsible for installing the Software for Licensee or training or supporting the Licensee in the use of the Software. Licensee acknowledges and agrees that Licensee shall have no rights against Timberline resulting from the provision of such installation, training, and support services by any third party.

5.2	Licensee understands and agrees that qualified training is a key to the successful implementation and ongoing use of the software. Training may be received from a Timberline employee, a Timberline certified consultant, certified trainer or at a Timberline Authorised Training Center using Authorised Training Curriculum. Licensee is responsible for maintaining trained staff as the primary contact with Timberline support.

6.	REQUIRED OPERATING ENVIRONMENT: It is Licensee's responsibility to conform to Timberline's stated hardware and operating system requirements as set forth in the user documentation.

7.	PATENT AND COPYRIGHT INDEMNIFICATION: Timberline will defend, at its expense, any action brought against Licensee to the extent that it is based on a claim that the Software supplied to Licensee constitute direct infringement of copyright filed in the United States on or before the date of this License, provided that Timberline is promptly informed in writing and furnished a copy of each communication, notice, or other action related to the alleged infringement and is given authority, information, and assistance necessary to defend or settle such claim. Timberline will not be obligated to defend or be liable for costs and damages if the infringement arises out of compliance with the Licensee's specification, or from a combination with or an addition to programs not developed and supplied by Timberline, or modification of the Software after delivery by Timberline. In the event any Software furnished hereunder is, in Timberline's opinion, likely to, or does, become the subject of a claim of infringement of a copyright or a patent, Timberline may, at its option and expense, procure for Licensee the right to continue using the Software or modify the Software to make them non-infringing or replace them with non-infringing software, which may, at Timberline's option, come under this same License. If, in Timberline's opinion, none of the foregoing alternatives is reasonably available to Timberline, then Timberline may refund the purchase price for the Software and terminate this License. THE FOREGOING STATES THE ENTIRE LIABILITY OF TIMBERLINE WITH RESPECT TO INFRINGEMENT OF ANY COPYRIGHTS, PATENTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE OR ANY PARTS THEREOF AND IS IN LIEU OF ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED.

8.	EFFECTIVE DATE AND SCOPE OF LICENSE: This License shall apply to all Timberline Software and any support or maintenance now or in the future delivered by Timberline to Licensee unless Timberline and Licensee agree in writing to other terms and conditions. Licensee’s acceptance of any Software from Timberline shall be conclusive evidence of Licensee’s agreement that the use of such Software is governed by this License.

9.	GENERAL:

9.1	This License and the Software Programs, Products and Services may not be assigned or otherwise transferred by Licensee without prior written consent of Timberline.

9.2	Licensee agrees 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, restriction, or regulations. Any transfer permitted by Timberline may be subject to a transfer fee and other conditions which may be imposed by Timberline in its sole discretion. Any distribution or license of the Software to the U.S. Government or its agencies or instrumentality (the “Government”) is made only with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1) (ii) of the Rights in Technical Data and Computer Software clause at DFAR 252.227-7013, or is as set forth in the particular department or agency regulation or rules which provide Timberline protection equivalent to or greater than the above cited clause.

10.	GOVERNING LAW, VENUE AND LANGUAGE:

10.1	Any disputes, controversies or claims (“Disputes”) arising from or relating to this License or any breach thereof shall be resolved as follows:

10.2	If such Disputes require that immediate equitable relief be obtained, Licensee agrees that Timberline shall have the right to seek all equitable and legal redress which may be available for the breach or threatened breach of this License, and shall, in exercising such right, have (without limiting the generality of the foregoing) the specific right to bring suit in the Federal District Court for the District of Oregon, USA (to which jurisdiction Licensee herein specifically consents), to obtain injunctive relief restraining and enjoining Licensee and all persons in privity and/or contractual relationships with Licensee and all entities with which Licensee may be affiliated from taking, receiving, concealing, assigning, transferring, leasing, pledging, copying or other wise using or disposing of the Software and the Confidential Information of Timberline in the Software an/or from infringing Timberline’s copyrights, trademarks, or other proprietary rights, or interests.

10.3	The parties hereby stipulate that any preliminary injunction or final order or judgment issued pursuant to section 10.2 herein shall be enforceable in the domestic courts of any party, and that all parties promptly shall provide any consents or stipulations necessary to facilitate enforcement of such orders or judgments in the domestic courts of the party against which enforcement is sought.

10.4	This License shall be governed by and construed in accordance with the laws of the State of Oregon, USA exclusive of the provision governing conflict of laws, and without regard to the United Nations 1980 convention on the International Sale of Goods. In the event of any dispute the parties hereby irrevocably submit to the jurisdiction of any Court sitting in Washington County, Oregon or the United States District Court for the State of Oregon in Portland, and hereby waive any objection to jurisdiction and venue in any such court, and waive any claim that such forum is an inconvenient forum. The parties further agree that this provision shall survive the termination of this License and that no action, regardless of form, arising hereunder, may be instituted by either party more than one (1) year after the cause of action arose, except that the above limitations shall not apply to the enforcement of any of Timberline's intellectual property rights. The preceding sentence shall not limit in any way Timberline’s right to sue Licensee for infringement of any of Timberline’s property rights including, without limitation, rights in intellectual property, trademarks, trade secrets, patents, and copyrights.

10.5	The parties declare that they have requested that this License and any amendments or supplements thereto be drafted in English.

11.	LIMITATION OF REMEDIES AND LIABILITY: NEITHER TIMBERLINE NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE AND SERVICES RELATED THERETO, SHALL BE LIABLE TO LICENSEE OR ANY PARTY CLAIMING THROUGH LICENSEE FOR ANY DAMAGES OR EXPENSES OF ANY TYPE, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST SAVINGS, LOST BUSINESS, LOSS OF ANTICIPATED BENEFITS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECT OR INDIRECT, SPECIAL OR GENERAL, ARISING OUT OF THE USE OR INABILITY TO USE SUCH SOFTWARE WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, TORT, OR UNDER ANY WARRANTY, OR OTHERWISE, AND WHETHER CAUSED BY DEFECT, NEGLIGENCE, BREACH OF WARRANTY, DELAY IN DELIVERY, OR OTHERWISE, EVEN IF TIMBERLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY OTHER CLAIM BY ANY OTHER PARTY. NO OBLIGATION OR LIABILITY SHALL ARISE OR FLOW FROM TIMBERLINE'S RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH THE SOFTWARE, OR SERVICES, INCLUDING, BUT NOT LIMITED TO, INSTALLATION, TRAINING SERVICES, AND SUPPORT SERVICES. TIMBERLINE'S LIABILITY FOR DAMAGES IN NO EVENT SHALL EXCEED THE LICENSE FEE PAID FOR THE RIGHT TO USE THE SOFTWARE.

12.	ALLOCATION OF RISKS: LICENSEE AND TIMBERLINE AGREE THAT THE TERMS OF THIS LICENSE ALLOCATE THE RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE BETWEEN TIMBERLINE AND LICENSEE. TIMBERLINE SOFTWARE PRICING REFLECTS THIS ALLOCATION OF RISK IN THE LIMITED WARRANTY AND IN THE LIMITATION OF REMEDIES AND LIABILITY. LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS LICENSE, WHICH INCLUDES ALL ADDENDUMS, UNDERSTANDS EACH AND EVERY TERM AND CONDITION, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

13.	INTEGRATION: LICENSEE AGREES THAT THIS LICENSE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENSE BETWEEN TIMBERLINE AND LICENSEE. LICENSEE AGREES THAT ANY TERMS OR CONDITIONS CONTAINED IN ANY PURCHASE ORDER, OR OTHER REQUEST FOR THE SOFTWARE OR FOR SERVICES HAVE BEEN AND ARE REJECTED BY TIMBERLINE AND THAT THIS LICENSE SUPERSEDES ALL PRIOR AND CONTEMPORANEOUS LICENSES, PROPOSALS, NEGOTIATIONS, OR DISCUSSIONS, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREIN. NO COURSE OF DEALING OR USAGE OF TRADE OR COURSE OF PERFORMANCE SHALL BE RELEVANT TO EXPLAIN OR SUPPLEMENT ANY TERMS EXPRESSED HEREIN. LICENSEE FURTHER AGREES THAT NO REPRESENTATIONS OR STATEMENTS OF ANY KIND, INCLUDING, BUT NOT LIMITED TO DEALER ADVERTISING, PRESENTATIONS, ORAL OR WRITTEN, MADE BY ANY AGENT OR REPRESENTATIVE OF TIMBERLINE WHICH ARE NOT STATED HEREIN SHALL BE BINDING UPON LICENSEE OR TIMBERLINE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE TERMS OF THIS LICENSE INCLUDING, WITHOUT LIMITATION, ANY PROVISIONS RELATING TO WARRANTIES, PREVAIL OVER ANY LICENSES CONTAINED IN THE SOFTWARE PACKAGE AND USER DOCUMENTATION DELIVERED TO LICENSEE PURSUANT TO THIS LICENSE.

Note: The signed license agreement supercedes this online agreement.


License Agreement Help v.3.5.5