WEDDING WORKFLOW 1.0 SOFTWARE LICENSING AGREEMENT.


THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is made and entered into on the date of acceptance of this Agreement in connection with Licensee’s application for this License to use the Software (the "Effective Date") by and between Wedding Workflow ("Wedding Workflow"), and the applicant ("Licensee").
RECITALS
A. Wedding Workflow is the owner of, the Software and Documentation (as defined below).
B. Wedding Workflow desires to grant to Licensee and Licensee desires to obtain from Wedding Workflow a nonexclusive license to use the Software and Documentation solely in accordance with the terms and on the conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS.
1.1 "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Software which are furnished to Licensee by Wedding Workflow in connection with the Software.
1.2 "License Fee" shall mean fees paid and/or information given in lieu of fees by Licensee to Wedding Workflow.
1.3 "Software" shall mean the computer program Wedding Workflow 1.0 with all of its tables, databases and visual interfaces.
2. GRANT OF RIGHTS. Wedding Workflow hereby grants to Licensee a nonexclusive, nontransferable License to use the Software in the course of business. Licensee is not granted the right to, and agrees not to, redistribute or resell the Software. This Agreement does not create any rights in Licensee other than those specifically spelled out herein, and Wedding Workflow owns all intellectual property rights associated with the Software.
3. DELIVERY.
3.1 Software. Wedding Workflow shall deliver to Licensee a copy of the Software in electronic files only with one unlock code.
3.2 Documentation. Wedding Workflow shall post all documentation on the internet for use by the Licensee. No digital or written documentation will accompany the software.
4. MODIFICATIONS.
4.1 Error Corrections and Updates. Wedding Workflow may release, from time to time and in its own discretion, updates to the software. These updates will be posted on the internet for download when they are available. Future versions of the software, updates or error corrections may be provided for an additional fee at the sole discretion of Wedding Workflow.
4.2 Other Modifications. Licensee may, from time to time, request that Wedding Workflow incorporate certain features, enhancements or modifications into the Software. Wedding Workflow may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of Wedding Workflow's licensees.
4.3 Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of Wedding Workflow.
5. LIMITATIONS ON USE OF THE SOFTWARE.
5.1 Copies. The Software may not be copied by Licensee in whole or in part, except for Licensee's backup or archive purposes. Licensee agrees to maintain appropriate records of the number and location of all copies of the Software and make such records available upon Wedding Workflow's request. Licensee further agrees to reproduce all copyright and other proprietary notices on all copies of the Software in the same form and manner that such copyright and other proprietary notices are originally included on the Software.
5.2 No Improper Use of Software. Licensee agrees not to use the Software for any illegal purpose and not to use the Software in connection with any infringement of intellectual property rights of third parties, including, but not limited to patent rights, trademark rights, and copyrights. Failure to abide by this provision shall be a breach of this Agreement, and Licensee agrees to indemnify Wedding Workflow for any causes of action arising out of or related to such infringement.
5.3 No Distribution of Software. Licensee agrees that it will not transfer the Software to any other individual or entity. This License is nontransferable and terminates upon any attempted transfer (for free or otherwise) to another.
6. LICENSE FEES AND PAYMENT.
6.1 License Fee. In consideration of the license rights granted in Article 2 above, Licensee shall pay the License Fees or other consideration for the Software. All amounts payable hereunder by Licensee shall be payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind. Checks shall be made payable to Wedding Workflow and shall be forwarded to the Office at Wedding Workflow as follows:
Wedding Workflow, PO Box 11428, Chandler, AZ 85248
6.2 Taxes and Other Charges. Licensee shall be responsible for paying all (i) sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Software or Documentation hereunder, (ii) freight, insurance and installation charges, and (iii) import or export duties or like charges.
7. PROTECTION OF SOFTWARE.
7.1 Proprietary Notices. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include same on each copy of the Software.
7.2 No Reverse Engineering. Licensee agrees not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof.
7.3 Ownership. Licensee further acknowledges that all copies of the Software in any form provided by Wedding Workflow or made by Licensee are the sole property of Wedding Workflow and/or its suppliers. Licensee shall not have any right, title, or interest to any such Software or copies thereof except as provided in this Agreement, and further shall secure and protect all Software and Documentation consistent with maintenance of Wedding Workflow's proprietary rights therein.
8. CONFIDENTIALITY.
8.1 Acknowledgment. Licensee hereby acknowledges and agrees that the Software and Documentation constitute and contain valuable proprietary products and trade secrets of Wedding Workflow and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to treat (and take precautions to ensure that its employees treat) the Software and Documentation as confidential in accordance with the confidentiality requirements and conditions set forth below.
8.2 Maintenance of Confidential Information. Licensee agrees to keep confidential all confidential information disclosed to it by Wedding Workflow in accordance herewith, and to protect the confidentiality thereof in the same manner it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that Licensee shall not have any such obligation with respect to use or disclosure to others not parties to this Agreement of such confidential information as can be established to: (a) have been known publicly; (b) have been known generally in the industry before communication by Wedding Workflow to Licensee; (c) have become know publicly, without fault on the part of Licensee, subsequent to disclosure by Wedding Workflow; (d) have been known otherwise by Licensee before communication by Wedding Workflow; or (e) have been received by Licensee without any obligation of confidentiality from a source (other than Wedding Workflow) lawfully having possession of such information.
8.3 Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer or disclosure of the Software and Documentation or copies thereof will (i) substantially diminish the value to Wedding Workflow of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render Wedding Workflow's remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Software or Documentation, Wedding Workflow shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
8.4 Survival. Licensee's obligations under this Article 8 will survive the termination of this Agreement or of any license granted under this Agreement for whatever reason.
9. WARRANTIES; SUPERIOR RIGHTS.
9.1 Ownership. Wedding Workflow represents that it is the owner of the entire right, title, and interest in and to Software, and that it has the sole right to grant licenses thereunder, and that it has not knowingly granted licenses thereunder to any other entity that would restrict rights granted hereunder except as stated herein.
9.2 No Warranty. There are no warrantees, expressed or implied. The Software is delivered “as is,” and Licensee assumes all risks accompanying use of the Software. The Licensee uses Wedding Workflow without recourse for Software failure.
9.3 Limitations. Wedding Workflow's instructions for use of the Software are provided by Wedding Workflow in the Documentation. These instructions/Documentation may be amended, supplemented, or modified by Wedding Workflow from time to time and at Wedding Workflow’s sole discretion. Wedding Workflow shall have no warranty obligations with respect to any failure or problem that results from following the instructions or from errors in the Documentation. Wedding Workflow shall have no warranty obligations with respect to any failures of the Software which are the result of accident, abuse, misapplication, extreme power surge or extreme electromagnetic field.
9.4 Disclaimer of Warranties. WEDDING WORKFLOW DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. NO WARRANTEES ARE OFFERED BY WEDDING WORKFLOW. THERE ARE NO WARRANTIES RESPECTING THE SOFTWARE AND DOCUMENTATION OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF WEDDING WORKFLOW HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF WEDDING WORKFLOW IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF WEDDING WORKFLOW AS SET FORTH HEREIN.
9.5 Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH WEDDING WORKFLOW IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY WEDDING WORKFLOW OF THE RISK OF LICENSEE'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE SOFTWARE AND DOCUMENTATION. ACCORDINGLY, LICENSEE AGREES THAT WEDDING WORKFLOW SHALL NOT BE RESPONSIBLE TO LICENSEE FOR ANY LOSS-OF-PROFIT OR INFORMATION, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE SOFTWARE OR DOCUMENTATION. Any provision herein to the contrary notwithstanding, the maximum liability of Wedding Workflow to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Software delivered to Licensee hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual monetary price paid to Wedding Workflow by Licensee for the Software whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of Wedding Workflow arising out of this Agreement. The parties acknowledge that the limitations set forth in this Article 9 are integral to the amount of consideration levied in connection with the license of the Software and Documentation and any services rendered hereunder and that, were Wedding Workflow to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.
9.6 WEDDING WORKFLOW IS NOT RESPONSIBLE FOR ANY LOSS OF DATA BY LICENSEE. LICENSEE IS SOLELY RESPONSIBLE FOR ANY SUCH LOSS.
10. INDEMNIFICATION. Licensee shall indemnify and hold harmless Wedding Workflow, their officers, agents and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of Licensee's use of the Software or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license, granted hereunder, by Licensee or its officers, employees, agents or representatives.
12. DEFAULT AND TERMINATION.
12.1 Effective Date of Termination. Wedding Workflow may terminate this Agreement in the event of a material breach of this Agreement, upon providing written notice to Licensee. The termination shall be effective immediately upon such notice being given.
12.2 Obligations on Termination. Immediately after termination of this Agreement, Licensee shall cease and desist all use of the Software and Documentation and shall return to Wedding Workflow all full or partial copies of the Software and Documentation in Licensee's possession or under its control.
13. NOTICES. All notices, authorizations, and requests in connection with this Agreement shall be deemed given (i) five days after being deposited in the U.S. mail, postage prepaid, certified or registered, return receipt requested; or (ii) one day after being sent by overnight courier, charges prepaid, with a confirming fax; and addressed as first set forth above or to such other address as the party to receive the notice or request so designates by written notice to the other.
14. NONASSIGNABILITY. Licensee shall not assign this Agreement or its rights hereunder without the prior written consent of Wedding Workflow.
15. GOVERNING LAW; JURISDICTION AND VENUE. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Arizona. The Arizona state courts of Maricopa County shall have exclusive jurisdiction and venue over any dispute arising out of this Agreement, and Licensee hereby consents to the jurisdiction of such courts.
16. SEVERABILITY. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
17. MISCELLANEOUS. This Agreement and its exhibits contain the entire understanding and agreement between the parties respecting the subject matter hereof. This Agreement may not be supplemented, modified, amended, released or discharged except by an instrument in writing signed by each party's duly authorized representative. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.
IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement upon acceptance of this Agreement in connection with Licensee’s application for this License to use the Software.

Contact Wedding Workflow at info@weddingworkflow.com or www.weddingworkflow.com.