ACCUSOFT CORPORATION
PRIZMDOC ‘SHRINK-WRAP’ LICENSE AGREEMENT

PLEASE READ THIS LICENSE AGREEMENT (“AGREEMENT”) WHICH GOVERNS YOUR
RIGHT TO USE OF PRIZMDOC (“PROGRAM”). YOU MUST ACCEPT THESE TERMS
BEFORE YOU ARE PERMITTED TO INSTALL THE PROGRAM. YOU EXPRESSLY AGREE
THAT YOU HAVE THE AUTHORITY TO CONTRACTUALLY BIND THE ORGANIZATION OR
ENTITY YOU REPRESENT (“LICENSEE”) TO BE BOUND BY THESE TERMS.
BY CHECKING THE “I ACCEPT THE TERMS IN THE LICENSE AGREEMENT” CHECKBOX
AND THEN CONTINUING WITH THE INSTALLATION AND USE OF PROGRAM BY PUSHING
THE “NEXT” BUTTON, YOU AND LICENSEE AGREE TO BE BOUND BY THIS AGREEMENT.
AND YOU EXPLICITLY CONFIRM THAT YOU ARE ACCEPTING OUR
​PRIVACY POLICY
​. IF
YOU HAVE ANY QUESTIONS ABOUT THAT POLICY, PLEASE EMAIL
privacy@accusoft.com
​.
1.
Background.
​ Accusoft Corporation, a Florida corporation, (“Accusoft”) is the owner of
all right, title, and interest in the software system known as PrizmDoc Viewer (“Program”) and
consisting of an installed front-end component plus either an installed back-end component
hosted by LICENSEE or back-end services known as PrizmDoc Cloud (“Service”) hosted by
Accusoft. LICENSEE desires to receive and use a copy of Program under the terms and
conditions stated herein, for purpose of evaluating the Program under an Evaluation Mode
Limited License (Paragraph 3) or for a commercial purpose under a Commercial License
(Paragraph 4).

2.
Evaluation Mode and Licensed Mode

Default Installation - Evaluation Mode (or Trial Licensing)

The Program installation installs Program in Evaluation Mode. This allows you to test all
Program features and functions. Images may be displayed with a watermark on them and
occasionally dialogs may be posted reminding you that Program is in evaluation mode. Printed,
exported and e-mailed images may also display a watermark. This Evaluation Mode license
expires after 30 days at which time Program will cease operating. If your evaluation is not
complete at that time, please contact
​
​www.accusoft.com
​ or
​sales@accusoft.com
​ to see if your
Evaluation Mode license time can be extended.

Changing from Evaluation Mode to Licensed Mode

A Commercial License may be purchased at
​
​www.accusoft.com
​ or through
sales@accusoft.com
​ and then LICENSEE’s rights as to the number of installations and scope
and term of use are governed solely by the purchased license and
​LICENSEE is required to
purchase the appropriate license PRIOR TO SUCH INSTALLATIONS.


Accusoft software applications, including Program, are limited to use on a single computer. No
runtimes or copies may be installed or distributed unless that installation or distribution is
granted by a direct license from Accusoft. These 'license agreements' provide the terms and
limits of number of copies and usage.

All prospective customers have every opportunity to evaluate Accusoft's products including
Program prior to purchasing. Accusoft fully supports and warrants its code and its pricing of
Program reflects those support and warranty costs.

3.
Evaluation Mode Limited License.
​ In Evaluation Mode, Accusoft grants to LICENSEE
only a limited, non-transferable, non-exclusive and non-assignable license to evaluate the
Program on a single computer for a thirty (30) day period beginning on the date of download of
the Program and as may be subsequently extended by Accusoft on LICENSEE’s request
(“Term”), for the sole purpose of evaluating the Program (the “Purpose”), and
​not
​ for any
commercial usage. For clarity, LICENSEE may only install and use the Program on a single
computer, and may only use it in an internal testing or proof-of-concept environment.
LICENSEE IS NOT PERMITTED TO INSTALL AND USE THE PROGRAM IN A
PRODUCTION ENVIRONMENT.
​Either party may terminate this Agreement for convenience
prior to the end of the Term on one day’s written notice (email notice is acceptable) to the other
party. LICENSEE shall have no right to, and shall not assign this Agreement whether by
transfer, assignment, merger or otherwise.

4.
Commercial License.
​A license may be purchased at
​
​www.accusoft.com
​ or through
sales@accusoft.com
​. If a separate license agreement for Program is entered into between
Accusoft and LICENSEE at that time, then the terms of that agreement and the Term of that
agreement shall govern only where different from the terms and Term of this Agreement. If a
separate Accusoft license agreement for Program is not entered into at that time, then
LICENSEE’s permitted use of Program is governed by this Paragraph 4., replacing Paragraph
3. Evaluation Mode Limited License, and all other terms and Term are according to this
Agreement. In that case, Accusoft grants to LICENSEE a limited, non-exclusive,
non-assignable license to install and use Program on one computer for one year beginning on
the date of purchase of Program and as may subsequently be extended by Accusoft on
LICENSEE’s request (“Term”). LICENSEE is only permitted to transfer this license one time to
one third party provided that: a) LICENSEE does not install or use Program except on behalf of
the third party, and (b) the third party also agrees to all the terms of this Agreement as
LICENSEE. When LICENSEE uses PrizmDoc Cloud Service, LICENSEE’s Commercial
License includes a monthly transaction limit or a fixed number of transactions (known as a
“Transaction Bucket”) which are not time limited except as noted in Section 7 below.

5.
Error and Usage Reporting.
​LICENSEE acknowledges that Program includes an Error
and Usage Reporting mechanism that may automatically exchange error and usage information

with an Accusoft server or servers over the Internet when a connection to the Internet is
available.

6.
Ownership.
​ LICENSEE acknowledges and agrees that Accusoft owns all right, title and
interest in the Program, in all forms, including without limitation any and all worldwide proprietary
rights therein, including but not limited to trademarks, copyrights, patent rights, patent
continuations, trade secrets and confidential information.

7.
LICENSEE Service Restrictions
a. If LICENSEE’s usage of Service exceeds their monthly transaction limit, LICENSEE agrees
that Accusoft may charge LICENSEE an additional monthly fee for overage transactions at the
same per transaction rate reached at their transaction limit.
b. LICENSEE agrees to indemnify and hold Accusoft harmless from any claim, action or
proceeding arising in any way from LICENSEE’s uploaded content or from LICENSEE’s usage
of uploaded content.
c. LICENSEE agrees to access or use Service solely via their licensed usage of Program.
d. LICENSEE agrees the Service account key allowing their licensed access to Service is
Proprietary Information of Accusoft as defined below, that they are responsible for the security
of Service account key, that they will only allow use of Service account key from their licensed
usage of Program installed on their one allowed licensed host and that they will immediately
notify Accusoft if they learn that their Service account key was used by any other party in any
other way.
e. LICENSEE is prohibited from reverse-engineering or hacking Service including Service API’s
(Application Programming Interfaces).
f. LICENSEE is prohibited from removing or obscuring Accusoft or PrizmDoc marks.
g. LICENSEE agrees they will access or use Service only during Term and LICENSEE agrees
to discontinue all use of Service following Term and following termination of Agreement for any
other reason.
h. Transactions purchased in a Transaction Bucket do not expire based on time, except
Accusoft reserves the right with thirty days notice to cancel unused transactions in the case of
zero activity for 180 days, or if older than one year, or immediately if Service account is closed
or terminated per the terms of this Agreement.

8.
Accusoft Service Obligations
a. Accusoft will utilize its best efforts to ensure that Service is available to LICENSEE at all
times.
b. All data communication between Program front-end and the Program Service back-end can
be encrypted via HTTPS protocol.
c. Uploaded content, and cached converted content, is encrypted while it resides on the Service
host filesystem.
d. Accusoft will limit access to Service hosts to necessary Accusoft employees.


9.
Other Restrictions and Reservations.
​ All rights and licenses not expressly granted to
LICENSEE are reserved to Accusoft. LICENSEE shall not disassemble, decompile, decrypt or
reverse engineer (except reverse engineering for the purpose of debugging modifications made
by LICENSEE to LGPL-licensed portions of the Program) the Program or in any manner attempt
to discover or reproduce the source code or any other copyrightable aspect of the Program, or
any portion thereof. With an Evaluation Mode Limited License:
a. LICENSEE is strictly prohibited from reproducing, copying, marketing, selling, distributing,
licensing, sublicensing, leasing, timesharing or renting the Program or any component thereof,
and
b. LICENSEE is strictly prohibited from any commercial use of the Program, and such actions
are expressly prohibited, and
c. LICENSEE is strictly prohibited from incorporating or including the Program or any
component thereof, in whole or part, into or as part of any product or service of LICENSEE
regardless of functionality of Program (or lack thereof) within or as part of such product or
service, and
d. LICENSEE is strictly prohibited from using the Program, directly or indirectly, in developing
LICENSEE’s own product with, or including, similar functionality, and
e. LICENSEE is strictly prohibited from making any copies of the Program for any purpose
whatsoever.

10.
Warranty Disclaimer.
​LICENSEE ACKNOWLEDGES AND AGREES THAT THE
PROGRAM IS PROVIDED “AS IS.” ACCUSOFT DISCLAIMS ANY AND ALL
REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT.

11.
Limitation of Liability.
​ ACCUSOFT SHALL HAVE NO LIABILITY TO LICENSEE,
LICENSEE AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, OFFICERS, DIRECTORS,
EMPLOYEES, REPRESENTATIVES OR ANY THIRD PARTY, WHETHER IN CONTRACT,
TORT, NEGLIGENCE OR PRODUCTS LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE,
INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, BUSINESS
INTERRUPTION, LOST DATA, LOST FILES, OR FOR ANY DIRECT, INDIRECT, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER
ARISING OUT OF OR IN CONNECTION WITH USE OF OR INABILITY TO USE THE
PROGRAM, OR THE PERFORMANCE OR OPERATION OF THE PROGRAM, EVEN IF
ACCUSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.
Indemnification by LICENSEE.
​ LICENSEE SHALL INDEMNIFY, HOLD HARMLESS
AND DEFEND ACCUSOFT FOR ANY LOSS, CLAIM, ACTION OR PROCEEDING THAT
ARISES OR RESULTS FROM ANY ACTIONS OR OMISSIONS OF LICENSEE PERTAINING
TO THE PRODUCT OR FROM LICENSEE USAGE OF PROGRAM NOT PERMITTED BY
THIS AGREEMENT.


13.
Termination.
​ This Agreement and the limited license shall expire at midnight on the last
day of the Term. This Agreement shall also terminate immediately upon LICENSEE’S breach of
any provision of this Agreement. Upon expiration or termination of the Term or any other
termination, LICENSEE shall have no license or rights whatsoever in or regarding the Program,
shall immediately cease to use the Program, and shall uninstall the Program from LICENSEE’s
and any other computers, and shall destroy all copies of the Program, unless LICENSEE has
entered into a separate Accusoft license agreement for the Program signed by an authorized
representative of Accusoft. In the event of any termination for any reason all sections of this
Agreement survive except Paragraphs 2, 3, and 4.

14.
Confidentiality.
​LICENSEE acknowledges that the Program contains Accusoft
know-how, confidential and trade secret information (“Proprietary Information”). LICENSEE
agrees: (a) to hold the Proprietary Information in the strictest confidence, (b) not to, directly or
indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose,
cause to be disclosed, or otherwise transfer the Proprietary Information to any third party, (c) not
to make use of the Proprietary Information other than for usage of Program as permitted by this
Agreement and (d) to disclose the Proprietary Information only to LICENSEE’s representatives
requiring such material for effective performance of this Agreement and who have undertaken
an obligation of confidentiality and limitation of use consistent with this Agreement. This
obligation shall continue as long as allowed under applicable law.

15.
Injunctive Relief.
​LICENSEE agrees that any violation or threat of violation of this
Agreement will result in irreparable harm to Accusoft for which damages would be an
inadequate remedy. Therefore, in addition to its rights and remedies available at law (including
but not limited to the recovery of damages for breach of this Agreement), Accusoft shall be
entitled to immediate injunctive relief to prevent any violation of Accusoft’s copyright, trademark,
trade secret rights regarding the Program, or any violation of this Agreement, including, but not
limited to, unauthorized use, copying, distribution or disclosure of or regarding the Program, as
well as any other equitable relief as the court may deem proper under the circumstances.

16.
Liquidated Damages.
​In the event LICENSEE other than as granted by this Agreement
and other than granted by a separate Accusoft license agreement for Program (a) copies the
Program, (b) uses the Program for any reason other than the Purpose, (c) installs or uses the
program on more than a single computer or (d) otherwise violates or breaches this Agreement
or separate Accusoft license agreement for Program, LICENSEE agrees that Accusoft is
entitled to obtain as liquidated damages and not as a penalty the then current published quantity
one list price for each unlicensed copy of Program distributed, copied or installed other than as
granted by this Agreement or other Accusoft license agreement for Program. THE LICENSEE
EXPRESSLY AGREES THAT THE FOREGOING LIQUIDATED DAMAGES ARE NOT A
PENALTY.

17.
No Reduced Pricing.
​In any determination of Accusoft’s damages (whether liquidated
damages or actual damages), or any determination of any licensing fees or royalties due

Accusoft under this Agreement due to a breach by LICENSEE hereunder, LICENSEE shall not
be entitled to any discounts (volume or otherwise) or reduced licensing fees or royalties.
Further, LICENSEE agrees that it shall not be entitled to reduced licensing fees or royalties
when determining Accusoft’s damages due to any undertaking or activity by LICENSEE
regarding the Program outside of or exceeding the scope of permission or Purpose of this
Agreement, or LICENSEE’s actions otherwise in violation of this Agreement, other than as may
be granted by a separate Accusoft license agreement for Program.

18.
Attorneys’ Fees and Costs.
​ In the event of any lawsuit or other proceeding brought as
a result of any actual or alleged breach of this Agreement, to enforce any provisions of this
Agreement, or to enforce any intellectual property or other rights in or pertaining to the Program,
the prevailing party shall be entitled to an award of its reasonable attorneys’ fees and costs,
including the costs of any expert witnesses, incurred at all levels of proceedings.

19.
Governing Law.
​ This Agreement shall be construed, governed and enforced in
accordance with the laws of the State of Florida, without regard to any conflicts of laws rules.
Any action related to or arising out of this Agreement will be brought solely in the state court
sitting in Hillsborough County, Florida or in the federal courts in the Middle District of Florida,
Tampa Division, and LICENSEE consents to the exclusive jurisdiction and venue of said courts.

20.
Severability.
​If any provision of this Agreement is determined to be invalid by any court
of final jurisdiction, then it shall be omitted and the remainder of the Agreement shall continue to
be binding and enforceable. In addition, the Court is hereby authorized to enforce any provision
of the Agreement that the Court otherwise deems unenforceable, to whatever lesser extent the
Court deems reasonable and appropriate, rather than invalidating the entire provision. Without
limiting the generality of the foregoing, LICENSEE expressly agrees that should LICENSEE be
found to have breached the Agreement, under no circumstances shall LICENSEE be entitled to
any volume or other discount, or reduced licensing fee or royalty in the determination of
Accusoft’s damages, or otherwise in the determination of any licensing fee or royalty owed to
Accusoft.

21.
Government Rights.
​ The Program and accompanying documentation have been
developed at private expense and are sold commercially. They are provided under any U.S.
government contracts or subcontracts with the most restricted and the most limited rights
permitted by law and regulation. Whenever so permitted, the government and any
intermediaries will obtain only those rights specified in Accusoft’s standard commercial license.
Thus, the Program referenced herein, and the documentation provided by Accusoft hereunder,
which are provided to any agency of the U.S. Government or U.S. Government contractor or
subcontractor at any tier shall be subject to the maximum restrictions on use as permitted by
FAR 52.227-19 (June 1987) or DFARS 227.7202-3(a) (Jan. 1, 2000) or successor regulations.
Manufacturer is Accusoft Corporation, 4001 N. Riverside Drive Tampa, FL 33603.


22.
Entire Agreement.
​ This Agreement represents the entire understanding of the parties
concerning the subject matter hereof and supersedes all prior communications and agreements,
whether oral or written, relating to the subject matter of this Agreement. Only a writing signed
by the parties may modify this Agreement. In the event of any modification in writing, of this
Agreement, including an expanded Accusoft license agreement for Program, all unmodified,
non-conflicting sections of this Agreement survive.

23.
Contact Us.
​ Should you have any questions concerning this Agreement, or if you need
to modify this Agreement, or if you have an Evaluation Mode Limited License and you need to
use Program for a different purpose than Purpose such as a commercial purpose, or if you
desire to contact Accusoft for any other question or reason, please contact Accusoft at
1-813-875-7575 or at
​sales@accusoft.com
​.

24.
Third Party Notices.
​ See
https://help.accusoft.com/PrizmDoc/v13.5/HTML/webframe.html#third-party-attributions.html



Agreement Version: 10/26/2018