End user license agreement

1. Definitions

• “Software” means the Prodocere desktop application provided by Licensor, including its updates and documentation, but excluding the Third-Party Components.
• “Seat” means a license to use the Software for one (1) named individual user.
• “Subscription” means a paid, time-limited license to use the Software, billed on a recurring basis (currently monthly).
• “Subscription Term” means the period for which you have paid.
• “Third-Party Components” means software and other materials included with the Software that are licensed under separate terms, as described in Section 9.

2. License grant

Subject to your compliance with this Agreement and payment of the applicable fees, Licensor grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software during the Subscription Term, limited to the number of Seats you have purchased. Each Seat authorizes use by one named individual on the devices that individual ordinarily uses for work.

3. Subscription, fees, and renewal

The Software is licensed on a subscription basis, billed on a recurring basis (currently monthly). Subscriptions renew automatically for successive terms unless cancelled before the renewal date. Fees are stated at the time of purchase, are exclusive of taxes, and are non-refundable except as required by law or as expressly stated by Licensor. Licensor may change fees for future terms with reasonable notice. If a payment is not received when due, Licensor may suspend or terminate the license.

4. Term and termination

This Agreement is effective until the end of your Subscription Term and any renewals, or until terminated. The license terminates automatically if you fail to comply with any term, and upon the expiry or cancellation of your Subscription. On termination you must stop using the Software and remove all copies. Any provisions that by their nature should survive, including ownership, disclaimers, limitation of liability, and governing law, survive termination.

5. Restrictions

You may not, and may not permit others to:

• copy, distribute, resell, rent, lease, sublicense, or otherwise make the Software available to anyone beyond your licensed Seats;
• exceed the number of Seats you have purchased;
• reverse engineer, decompile, or disassemble the Software, or attempt to derive its source code, except where this restriction is prohibited by applicable law or permitted for Third-Party Components under their own licenses;
• modify, adapt, or create derivative works of the Software;
• remove or alter any proprietary notices; or
• use the Software to build a competing product.

6. Ownership

The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. No rights are granted to you except those expressly set out in this Agreement.

7. Updates

During an active Subscription, Licensor may provide updates, which may include security patches and improvements. Updates form part of the Software and are subject to this Agreement. Licensor is not obligated to provide any particular update or to maintain support for prior versions.

8. Your documents and your responsibilities

The Software runs locally on your device and is designed so that the documents you process are not transmitted to Licensor. You are solely responsible for your documents and for your use of the Software, including verifying that converted files, Bates numbering, and any production output are accurate and complete and meet your professional, ethical, court, and regulatory obligations. The Software is a tool, and it does not provide legal advice.

9. Third-Party Components

The Software includes Third-Party Components licensed under their own terms, including the LibreOffice suite (Mozilla Public License 2.0) and bundled typefaces (SIL Open Font License 1.1). Those components remain governed by their respective licenses, copies of which are included with the Software, and nothing in this Agreement limits your rights under those licenses. The restrictions in Section 5 apply to Licensor’s proprietary portions of the Software, and not to Third-Party Components to the extent their licenses provide otherwise.

10. Disclaimer of warranties

The Software is provided “as is” and “as available,” without warranty of any kind. To the maximum extent permitted by law, Licensor disclaims all warranties, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranty that the Software will be error-free or uninterrupted or that its output will be accurate or suitable for any particular use. You are responsible for reviewing all output.

11. Limitation of liability

To the maximum extent permitted by law, Licensor will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost data, or business interruption, arising out of or related to the Software or this Agreement, even if advised of the possibility. Licensor’s total liability for all claims will not exceed the fees you paid for the Software in the twelve (12) months before the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

12. Indemnification

You will indemnify and hold Licensor harmless from claims, damages, and expenses arising out of your use of the Software in violation of this Agreement or of applicable law.

13. Governing law and venue

This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state and federal courts located in the State of Texas, and you consent to their jurisdiction.

14. General

This Agreement is the entire agreement between you and Licensor regarding the Software, and it supersedes any prior understanding. If any provision is found unenforceable, the rest remains in effect. Licensor’s failure to enforce a provision is not a waiver of it. You may not assign this Agreement without Licensor’s consent; Licensor may assign it. Licensor may update this Agreement for future Subscription Terms with reasonable notice.

15. Contact

Questions about this Agreement can be sent to support@prodocere.com.