Last updated: July 17, 2009

NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY, ALL HEREIN "PERSON") AND THE PACER EDITION CMS. AND ANY OF ITS SUPPLIERS AND LICENSORS (ALL HEREIN, "THE PACER EDITION CMS"). BY INSTALLING, COPYING, OR OTHERWISE USING ALL OR ANY PORTION OF THE PACER EDITION's "SOFTWARE" (WHICH INCLUDES BUT IS NOT LIMITED TO THE COMPUTER PROGRAM(S) FOR WHICH YOU ARE BEING GRANTED LICENSES FROM THE PACER EDITION CMS, ELECTRONIC CONTENT, ASSOCIATED MEDIA, PRINTED AND ELECTRONIC DOCUMENTATION, UPDATES AND UPGRADES PROVIDED TO YOU), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN, SIGNED, NEGOTIATED AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR OTHERWISE USE THE SOFTWARE (IF ALREADY INSTALLED, REMOVE THE SOFTWARE FROM YOUR HARD DRIVE AND PERMANENTLY ERASE ALL COPIES AND DESTROY). IF YOU ACQUIRED THIS SOFTWARE WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT,  YOU AGREE TO BE BOUND BY ANY ADDITIONAL LICENSE TERMS THAT ACCOMPANY THEM. IF YOU DO NOT AGREE, DO NOT USE THEM.

WARNING: All Software has the ability to make sweeping and possibly irreversible changes to the computer it's installed on. We have thoroughly tested The Pacer Edition CMS and believe it to be safe but make no guarantees.  The user must assume the entire risk of using this software. ANY LIABILITY OF THE SELLER WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPLACEMENT OR REFUND OF PURCHASE PRICE.

SOFTWARE LICENSE.   Subject to the terms and conditions of this Agreement, The Pacer Edition CMS grants you the following license for use of the Software:

(a) software code.  A limited, non-exclusive license to store, load, install, execute, access and display (all collectively "Use") the Software in object code or executable code format only, on no more than the number of computers for which you purchased licenses subject to this Agreement. You may not sublicense the software without the express written permission of THE PACER EDITION CMS. You agree that only THE PACER EDITION CMS shall have the right to maintain, enhance, or otherwise modify the Software other than as described in the accompanying documentation for the purpose of customizing the Software for individual use.

(b) documentation.  You may make a reasonable number of copies (either in hardcopy or electronic form) of the documentation included with the Software, provided that such copies shall be used only for your internal business purposes and are not republished or distributed to any third party, and provided further that you reproduce and include THE PACER EDITION CMS's copyright notice, trademarks and any other proprietary markings on such copies of the documentation. They shall remain THE PACER EDITION CMS's exclusive property.

(c) restrictions.  THE PACER EDITION CMS reserves all rights not expressly granted in this Section. This Agreement does not constitute a sale and does not authorize a sale of the Software. As between you and THE PACER EDITION CMS, you do not become the owner of, and THE PACER EDITION CMS retains title to, the Software. THE PACER EDITION CMS retain all rights not expressly granted. You must treat the Software like any other copyrighted material. For example, but not by way of limitation, you may not copy any portion of the Software and you may not, nor may you cause or permit a third party to, alter, translate, adapt, modify, translate, reverse engineer, decompile, create derivative works of, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Doing or encouraging the above or any other breach of this Agreement may constitute copyright or intellectual property infringement, which may include civil fines, criminal penalties, or both. Nothing in this Section shall be deemed to limit any legal or equitable rights available to THE PACER EDITION CMS for violation of this Agreement.

(d) transfers.  You may not transfer, resell, sublicense, rent, lease, or lend the Software or allow all or any portion of the Software to be copied onto another user's computer except as may be expressly permitted herein. During the term of this Agreement, you may, however, transfer all your rights to Use the Software to another person or legal entity, provided that: (i) you also transfer this Agreement and the Software, including all copies, Updates and prior versions, to such person or entity; (ii) you retain no copies, including backups and copies stored on a computer; (iii) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software, and (iv) notify THE PACER EDITION CMS so the Software may be re-registered to the new licensee.

(e) back-up copy.  You may make one (1) copy of the Software for archival purposes only, provided you reproduce and include THE PACER EDITION CMS's copyright notice, trademarks and any other proprietary markings on such copy of the Software.

(h) compliance.  To ensure compliance with the terms of this Agreement, THE PACER EDITION CMS or its authorized representative shall have the right to inspect and audit all the computers and networks on which you install and/or Use the Software. If such inspections or audits disclose that you have installed, Used or permitted Use of the Software on computer(s) and/or networks in any manner that is inconsistent with this Agreement, THE PACER EDITION CMS may terminate this license immediately, your rights to Use the Software will end, you shall stop using the Software and remove the Software from your computer/stop access thereto, and you will pay THE PACER EDITION CMS all costs of the audit. Nothing in this Section shall be deemed to limit any legal or equitable rights available to THE PACER EDITION CMS for violation of this Agreement.

MISCELLANEOUS. This Agreement and your right to Use the Software will terminate automatically if you violate or fail to comply with any part of this Agreement. Information in this Agreement is subject to change without notice and does not represent a commitment on the part of THE PACER EDITION CMS, its suppliers or licensors. Any sections of this Agreement that by their nature would survive termination of this Agreement shall survive termination (howsoever caused), such as limitations of liability, payment, and indemnity provisions, but this shall not imply or create any continued right to Use the Software after termination of the Agreement.

Any notice under this Agreement will be in writing and will be deemed to have been duly served the day after it is sent, if sent by next day commercial courier delivery (e.g., UPS). Any breach or termination notices shall be sent to jcwebden.com.

No agency, partnership, or joint venture is created hereby. The provisions of this Agreement are severable; if a court of competent jurisdiction determines as a part of a final non-appealable judgment that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, the provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

Except for payment obligations, neither party shall be responsible for any failure or delay in its performance due to circumstances beyond its reasonable control. Upon breach, the non-breaching party shall notify the breaching party in writing, which shall have thirty (30) days (ten days in the case of nonpayment) to cure. If the breach is not cured, any licenses granted hereunder will immediately cease. All payments made or due before that date are non-refundable. In the case of your bankruptcy, inability to pay bills when they come due, or filing to be protected from creditors, any licenses granted hereunder shall be deemed to have terminated the day before said filing.

Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, advertisements, proposals, communications, and other understandings related to the subject matter of this Agreement, including any terms in your company's purchase order or similar document even if signed by the parties after the date hereof. No change or modification of this license will be valid unless it is in writing and is signed by THE PACER EDITION CMS in ink. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. The English version of this Agreement shall be the version used when interpreting or construing this Agreement; particularly, if you acquired this Software in Canada, you agree to the following: The parties to this Agreement have expressly required that the Agreement be drawn up in the English language/Les parties aux presents ont expressement exige que la present convention soient redigees en langue anglaise. This Agreement will continue in effect so long as its terms are adhered to.

This Agreement and the performance of the parties are governed by the internal substantive laws of the State of Florida (and not by the 1980 United Nations Convention on Contracts for the International Sale of Goods, as amended). The parties consent to the personal and exclusive jurisdiction of, and venue in, the state and federal courts in Ocala, Florida and agree that process may be served by mail upon them. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover reasonable fees and costs (including attorneys' fees).

NOTICE TO INTEGRATORS/THOSE WHO DO NOT INTEND TO BE END USERS: IF YOU BREAK USE OR INSTALL THE SOFTWARE ACTING ON BEHALF OF ANOTHER, YOU AGREE (i) TO DELIVER THE TANGIBLE MEDIA (IF ANY) CONTAINING THE SOFTWARE AND THIS AGREEMENT TO THE USER PRIOR TO PROVIDING THEM WITH USE OF THE SOFTWARE; AND (ii) THAT YOU WILL NOT RETAIN ANY USE OF THE SOFTWARE. OTHERWISE, YOU WILL ALSO BE DEEMED TO BE THE USER OF THE SOFTWARE, AND BOUND BY THE TERMS OF THIS AGREEMENT.

LIMITATION OF LIABILITIES

THIS SOFTWARE IS PROVIDED "AS IS". THE PACER EDITION CMS DOES NOT WARRANT THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. ANY AND ALL REPRESENTATIONS, GUARANTEES, AND/OR EXPRESS OR IMPLIED WARRANTIES WITH RESPECT THERETO, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM COURSE OF DEALING OR PERFORMANCE, ARE EXPRESSLY DISCLAIMED. THE PACER EDITION CMS DOES NOT CLAIM OR WARRANT THAT THE CONTENT OR OPERATION OF THE SOFTWARE WILL BE WITHOUT DEFECT OR ERROR OR WILL SATISFY THE REQUIREMENTS OF YOUR COMPUTER SYSTEM. THE PACER EDITION CMS AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, AND DISCLAIM ANY AND ALL EFFECTS SAID SOFTWARE MAY HAVE ON YOUR SOFTWARE/HARDWARE IF INTEGRATED THEREIN OR USED THEREON. DEPENDING UPON WHERE YOU ARE LOCATED, YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. NO ADVERTISING DESCRIPTION OR REPRESENTATION, WHETHER MADE BY A DEALER, DISTRIBUTOR, LICENSOR, AGENT OR EMPLOYEE, SHALL BE BINDING UPON THE PACER EDITION CMS OR SHALL CHANGE THE TERMS OF THIS AGREEMENT. THIS SOFTWARE MAY CONTAIN SIGNIFICANT OR INSIGNIFICANT ERRORS, INCLUDING PROGRAM ERRORS THAT MAY CAUSE AN OPERATIONAL INTERRUPTION OF YOUR COMPUTER SYSTEM OR THE SOFTWARE. YOU ASSUME RESPONSIBILITY FOR DETERMINING THE SUITABILITY OF THE SOFTWARE FOR ANY NEEDS AND AS COMBINED WITH OTHER SOFTWARE OR DEVELOPMENT, AND FOR RESULTS OBTAINED. THE PACER EDITION CMS MAKES NO CLAIMS AND SPECIFICALLY DISCLAIMS ANY CLAIMS OR WARRANTIES WITH RESPECT TO PRIVACY, DATA LOSS, CONTENT CORRUPTION, OR PACKET LOSS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PACER EDITION CMS SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING ANY BENEFIT YOU MIGHT OBTAIN THEREFROM, AND THE OPERATION, APPEARANCE, OR INTERACTION OF THE SOFTWARE, DELIVERABLES OR SERVICES WITH ANY OTHER SOFTWARE, EXCEPT AS SPECIFIED IN THE DOCUMENTATION ACCOMPANYING THE SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PACER EDITION CMS SHALL IN NO EVENT BE LIABLE HEREUNDER FOR DAMAGES WHICH ARE RELATED TO MATTERS BEYOND ITS REASONABLE CONTROL; NOR WILL THE PACER EDITION CMS OR ITS SUPPLIERS AND LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, COVER, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING BUT NOT LIMITED TO: THOSE ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, USER DOCUMENTATION, OR RELATED TECHNICAL SUPPORT; BUSINESS INTERRUPTION; DAMAGES OR COSTS RELATING TO THE LOSS OF: PROFITS OR REVENUES, BUSINESS OR BUSINESS OPPORTUNITIES, GOODWILL, DATA (INCLUDING LOSS OF USE OR OF DATA, LOSS OR INACCURACY OR CORRUPTION OF DATA), TIME OR COMPUTER PROGRAMS; OR FOR PRODUCTS LIABILITY; OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF THE FAILURE OF ANY EXCLUSIVE REMEDY. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE PACER EDITION CMS'S AND ITS SUPPLIERS' AND LICENSORS' LIABILITY EXCEED THE AMOUNT PAID BY YOU FOR THE PORTION OF THE SOFTWARE WHICH DIRECTLY GAVE RISE TO THE DAMAGES, REGARDLESS OF THE FORM OF THE CLAIM (INCLUDING, WITHOUT LIMITATION, ANY CONTRACT, PRODUCT LIABILITY, OR TORT CLAIM (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE). YOU ACKNOWLEDGE THAT THE AMOUNTS PAYABLE FOR THE LICENSE HEREUNDER ARE BASED IN PART ON THE LIMITATIONS CONTAINED HEREIN, AND FURTHER THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO EACH CLIENT, BUT IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. Nothing contained in this Agreement limits THE PACER EDITION CMS's liability in the event of death or personal injury resulting from THE PACER EDITION CMS's gross negligence or for the tort of deceit (fraud). THE PACER EDITION CMS is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please contact THE PACER EDITION CMS's Customer Support Department.

NOTICE TO THE U.S. GOVERNMENT:   The Software (including all documentation) is/are "Commercial Item(s)," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished – rights reserved under the copyright laws of the United States. The manufacturer/distributor is DarkStar, Inc., P.O. Box 135, Holder, FL 34445. You agree that when licensing the Software for the U.S. Government, or any contractor therefore, you will license consistent with the policies set forth in 48 C.F.R. §12.212 (for civilian agencies) and 48 C.F.R. §§227-7202-1 and 227-7202-4 (for the Department of Defense). For U.S. Government end users, THE PACER EDITION CMS agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement. You may not export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. Specifically, you agree that the Software will not be shipped, ported, transferred, exported, downloaded, or accessed into or by any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations (collectively, the "Export Laws"). In addition, if the Software is identified as an export-controlled item under the Export Laws, you represent and warrant that it is not incorporated in, or otherwise located within, an embargoed nation (including, but not limited to, Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to install, access and/or use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

The Parties have read this Agreement, and had the opportunity to consult with their legal advisors. It will be fairly interpreted according to its terms, without strict construction against either party. Any headings shall be of no legal consequence. You will comply with all applicable federal, state, local and foreign laws and regulations with respect to all Use of the Software or any other exercise of your rights under this Agreement.