The DiVA Document Management software that you are about to use is for demonstration purposes only. This is a shared, public installation, and should not be considered in any way as a secure location for personal, business, or any other types of confidential documents. By using this demonstration software you agree to the terms of the end-user license agreement (EULA). We reserve the right to edit any content we deem necessary, which in our discretion is in violation of the EULA or the conduct guidelines stated below, and may, at our sole discretion suspend or terminate any user who violates these conduct guidelines. As a user, you agree to notify us immediately of any activity that you feel is in violation of the EULA and/or the conduct guidelines. By monitoring and accepting reports from you regarding any violations of the Terms and Conditions or any other behavior which might be offensive, inappropriate or otherwise objectionable, we expressly do not take on the responsibility of guaranteeing that this website and its users or third party links or vendors will not violate these terms or otherwise cause you harm of any kind. No Privacy: At our discretion, and without notice, we reserve the right to remove any content of any kind that we consider to be inappropriate. All documents, comments, indexing data, applications, cabinets, index field names, or any other system component, data or electronic communication may be monitored at any time by the administration. Communications on this website are not private communications.

Conduct Guidelines. We strictly prohibit the following activities:

• The uploading, posting, emailing or otherwise transmitting of any postings, communications of any type or other materials which are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable in the discretion of the health steward administration.
• Any activity that is or reasonably foreseeable may be harmful to any other person in any way.
• Any impersonating of any individual, position or capacity.
• Any forgery.
• The uploading of any materials which are copyrighted, or which you otherwise have no legal right to upload.
• The posting, uploading, emailing or otherwise transmitting advertisement, commercial solicitation of any kind, charitable solicitation, political advertisement, chain letters or spam, without express written consent of the DiVA administrator.
• The uploading of viruses or any computer code designed to disrupt, interrupt, destroy or otherwise negatively affect the functioning and use of this web-based application.
• The violation of any law, whether intentional or unintentional.
• The "stalking" or otherwise harassing of any user or DiVA staff.
• The use of this site to gain illegal or unauthorized access to other computers or networks through hacking or other means.
• The assistance or acquiescence to any person who engages in any of the activities described above, or in any other activity that may cause harm of any kind to any other user or visitor to this web-based application.

     This End-User Software License Agreement for the DiVA software is made and entered into as of the date of installing, copying, or using the software (the "effective date") by and between:
     1. Compass Information Technology dba Compass Consulting ("Licensor") and You, either an individual or a single entity ("Licensee").

Recitals

          a. Licensor has developed the DiVA computer software which consists of document imaging, archival and retrieval functionality ("The Software").
          b. The Software was developed by Licensor for the following purpose:
               i.  Electronic document computerized storage and indexing (archival), including the interfacing with electronic scanning devices, existing electronically stored files, and other network devices capable of scanning or electronic storage, for the purpose of indexed storage and subsequent electronic retrieval.
               ii. Electronic document retrieval based on user-supplied search criteria that is based on the user-input index information performed during the archival process.
          c. The Software provides an automated system based on Licensee's specification to allow Licensee to perform electronic document archival and retrieval.
          d. The Software requires application of other software applications including Microsoft Windows Server, Microsoft Internet Information Services and Microsoft SQL Server and other applications not expressly set forth herein ("Ancillary Software") may be appropriate and useful in application of The Software. Licensor is not the owner of the Ancillary Software and does not claim any rights in said Ancillary Software.

Agreement

     NOW, THEREFORE, the parties agree to the above Recitals and the following terms and conditions as the entire Agreement between them:
     1.1 License - In accordance with the terms herein, Licensor grants to Licensee, and Licensee accepts from Licensor, a non-exclusive, non-transferable perpetual license to use the current version of the The Software.
     1.2 Licensee may use the software in a local area network environment or on any computer in the location defined under The Software’s Single Server, Single Site License. Licensee may only use the software for Licensee's own direct benefit. Licensee may not use The Software in connection with the development of any product for any third parties, and, (as is more fully explained in the confidentiality section of this Agreement) may not allow any third parties to have access to or use The Software except on Licensee's behalf. Licensee shall not transfer, communicate, broadcast or otherwise disseminate The Software, except as provided herein.
     2.   Copies
     2.1 The License granted herein includes the right to copy The Software in non-printed, machine readable form in whole or in part as necessary only for the Licensee's own business use. In order to protect Licensor's trade secret and copyrights in The Software, Licensee agrees to reproduce and incorporate Licensor's copyright on any such copies.
     3.   Licensee Fee
     3.1 A licensee fee shall be remitted to Licensor for the agreed upon value of the software upon execution of this license agreement.
     4.   Software Ownership
     4.1 Licensor represents that it is the owner of The Software and all portions thereof and that it has the right to modify same and to grant Licensee a license for its use. All trade secrets, trademarks, and copyrights to the extent that same exist for The Software are solely owned by Licensor.
     4.2 Licensee expressly agrees that it has a license to use The Software and does not have, nor does this License Agreement confer any ownership interest in The Software to Licensee.
     5.   Intent to Cooperate
     5.1 Both Licensor and Licensee acknowledge that successful implementation of The Software pursuant to this License Agreement shall require their full and mutual good faith cooperation, and Licensee and Licensor acknowledge that they shall timely fulfill their responsibilities, including but not limited to those set forth in this Agreement.
     6.   No Maintenance Services
     6.1 Licensor has no obligations to maintain The Software in any particular way except that Licensor shall cure any material defects within 30 days of receiving notice from Licensee of the defect provided that Licensee has provided such notice within 90 days of the date of execution of this license agreement.
     7.   Title to The Software and Confidentiality
     7.1 The Software and all programs developed hereunder and all copies thereof are proprietary to Licensor and title thereto remains in Licensor. All applicable rights to patents, copyrights, trademarks and trade secrets in The Software or any modifications at Licensee's request are and shall remain owned by Licensor. This includes modifications, enhancements or improvements to the Software that may be made at the instance and request of Licensee, whether created by Licensor, or by the consultants, employees or other agents of either Licensor or Licensee, all of which are works-for-hire in favor of Licensor and are licensed to Licensee pursuant to this License Agreement. Except as otherwise permitted herein, Licensee shall not sell, transfer, publish, disclose, display or otherwise make available The Software or copies thereof to others. Licensee agrees to secure and protect each module, software product, documentation and copies thereof in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to each program or software product to satisfy its obligations hereunder. Except as stated herein, all copies of The Software made by the Licensee and other programs developed hereunder, including translations, compilations, partial copies with modifications and updated works are the property of Licensor. Violation of any provision of this paragraph shall be the basis for immediate termination of the License Agreement.
     8.   Consultation
     8.1 Licensor shall, within the fourteen (14) day period after execution of this license agreement, be available for consultation and testing of The Software to Licensee's satisfaction.
     8.2 Licensor shall assist Licensee, to the extent necessary, with the installation of The Software on at least one computer at the location specified in The Software’s Single Server, Single Site License provided that such assistance takes place at one location. If such installation assistance is required at more than one location then Licensor may provide such service at Licensor's standard hourly rates. Licensor shall have no obligation to assist Licensee to install any further copies.
     9.   Use in Training
     9.1 Licensee shall limit the use of The Software to its employees who have been appropriately trained. Said employees will be advised of the confidential nature of The Software as detailed in paragraph 7 herein.
     9.2 Licensor shall have no obligation to train any employees in the application of The Software except as provided for in paragraph 8 herein.
     10.   Warranties and Representations
     10.1 Licensor warrants that software will conform to the specifications as detailed in Section 1 Recitals.
     10.2 Licensor warrants that The Software will be free of defects which substantially affect system performance.
     10.3 Licensee must notify Licensor in writing, within ninety (90) days of the date of this licensee agreement concerning its claim of any such defect. If The Software is found defective by Licensor, Licensor's sole obligation under this warranty is to remedy such defect in a manner consistent with Licensor's regular business practices or refund all but 20% of Licensee's license fee at the sole discretion of Licensor.
     10.4 THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES AND LICENSEE RECEIVES NO WARRANTY EXPRESSED OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MARKETABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE.
     10.5 If any modifications are made to the software by Licensee during the warranty period (ninety (90) days) this warranty shall immediately be terminated. Correction for difficulties or defects traceable to Licensee's errors or systems changes shall be billed at Licensor's standard time and material charges.
     10.6 Licensee agrees that Licensor's liability arising out of contract, negligence, strict liability and tort or warranty shall not exceed any amounts payable by Licensee for The Software identified above.
     10.7 Licensor represents that it is the sole owner, copyright holder, trade secret, trademark holder, creator, and author of The Software. Licensor further represents that it has the authority and ability to enter into this License Agreement.
     10.8 Licensee acknowledges that The Software must be used in conjunction with the Ancillary Software previously detailed in the Recitals herein, for which Licensee warrants and represents that it will only utilize The Software only through application of licensed copies of Ancillary Software. Licensee further acknowledges and represents that Licensor has not provided Licensee with any copies of the Ancillary Software and that it is Licensee's sole responsibility to obtain all rights, clearances, licenses, permissions, and releases necessary to the Ancillary Software.
     11.   Indemnity
     11.1 Definition of "Claim". "Claim" shall mean any claim, action, suit, proceeding, or litigation and any loss deficiency, damages, liabilities, cost and expenses, including without limitation, reasonable attorneys' fees and all related costs and expenses, to be paid to a third party or otherwise incurred in connection with the defense of any claim, action, suit, proceeding, or litigation.
     11.2 Each party hereby agrees to indemnify, defend and hold the other party, and their respective officers, directors, agents, employees, professionals and contractors, harmless against any claims resulting from or based on any infringement or violation or alleged infringement or violation of any warranty or representation included in paragraph 10 above. Licensee further agrees to indemnify, defend and hold Licensor, and its respective officers, directors, agents, employees, professionals and contractors, harmless against any claims resulting from or based on any infringement or violation or alleged infringement or violation of any claim arising from Licensee’s unauthorized use of the Software.
     12.   Termination
     12.1 Licensor shall have the right to terminate this Agreement and the license granted herein upon ten (10) days' written notice in the event that Licensee, its officers, agents, representatives, or anyone acting in concert with Licensee violates any provision of this License Agreement including, but not limited to confidentiality, copy restrictions and payment.
     12.2 Licensor shall have the right to terminate this License in the event the Licensee
          i.   Terminates or suspends its business;
          ii.  Becomes subject to any bankruptcy or insolvency proceedings under Federal or State statute or
          iii. Becomes insolvent or becomes in direct control by a trustee, receiver or similar authority. In the event of termination by reason of the Licensee's failure to comply with any part of this Agreement, Licensor shall have the right to take immediate possession of The Software, and all copies and documentation wherever located. Licensee shall upon being served with such notice, turn over all such materials within five (5) days at the location described by Licensor in its notice.
     12.3 Upon termination of this Agreement, Licensee shall provide to Licensor, a sworn declaration under penalty of perjury under the laws of the State of California by an officer of Licensee, that all copies of The Software have been returned to Licensor, and that all copies of The Software in existence on Licensee's network, hard drives, or other data storage devices have been deleted and/or purged.
     12.4 Licensee's failure to comply with any provisions in this paragraph shall be deemed a material breach of this License Agreement. The parties further agree that damages resulting from this breach would be difficult to calculate and therefore liquidated damages in the amount of $25,000 (Twenty Five Thousand) plus necessary costs and attorneys' fees as a result of instituting proceedings to enforce these provisions will be recoverable.
     12.5 Without limiting any of the above provisions, in the event of termination as a result of the Licensee's failure to comply with any of its obligations under this License Agreement, the Licensee shall continue to be obligated for any payments due. Termination of the license shall be in addition to and not in lieu of any equitable remedies available to Licensor.
     13.   License Locations
     13.1 Use of The Software by the Licensee at any location other than those described in paragraph 1.2 above shall be the basis for immediate termination of this License Agreement. Termination of the License Agreement shall be in addition and not in lieu of any equitable remedies available to Licensor.
     14.   Modifications
     14.1 All custom modifications to The Software requested by Licensee shall be undertaken by Licensor at its then current time and materials charges. For each custom modification requested, Licensee shall provide written specifications to Licensor, which shall be mutually agreed upon prior to commencement of such custom modification effort. Licensor shall have no obligation to modify The Software as requested and Licensee is not obligated to retain Licensor to make modifications.
     15.   Miscellaneous
     15.1 Rules of Construction - As used in this Agreement, the words "hereof" "herein" and "hereunder" in other words of similar import refer to this Agreement as a whole, including any attachments or Exhibits hereto, as the same may be amended or supplemented from time to time, and not to any subdivision contained in this Agreement. Reference is herein to a section, subsection, attachment or Exhibit shall refer to the appropriate section, subsection, attachment, or Exhibit in or to this Agreement. The descriptive heads of this Agreement are inserted for convenience of reference only, and do not constitute a part of this Agreement and shall not be utilized in interpreting it.
     15.2 No Joint Venture - The sole relationship between the parties shall be that of a license. Nothing herein shall be construed to constitute the parties as partners, joint venturers, or agents of each other in any way whatsoever. Neither party shall make any warranties or representations, or assume or create any obligations, on the other party's behalf. Each party shall be solely responsible for the actions of its respective employees, agents and representatives.
     15.3 Entire Agreement - This Agreement constitutes the complete Agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings, communications, and agreements, written or oral, regarding such subject matter.
     15.4 Amendment; Waiver - This Agreement may not be modified, nor shall any provision hereof be waived or amended, except in a writing duly signed by the parties. A waiver with respect to one event shall not be construed as continuing, or as a bar or waiver of any right or remedy as to subsequent events.
     15.5 Severability - If any provision hereof is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed without further action by the parties, to the extent necessary to make such provision valid and enforceable, and no other provisions hereof shall be affected or impaired thereby.
     15.6 Governing Loss; Arbitration; Equitable Relief - This Agreement shall be construed in accordance with the laws of the State of California. Any claim which seeks any award of damages for violation of this Agreement shall be submitted to binding arbitration in Los Angeles County.
     15.7 Limitation of Recovery of Damages; Recovery of Costs and Expenses - Under no circumstances is either party (if found to be in breach of this Agreement), liable to the other for "consequential damages". If either party initiates an arbitration or judicial proceeding against the other party to enforce its rights under this Agreement, each party shall be responsible for its own attorneys' fees, except as expressly provided elsewhere in this Agreement.
     15.8 Notices - Any notices to be given hereunder to a party shall be made via U.S. Mail or Express Courier to such party's current business address.