Technical Information

Primary Computer Are you currently sitting at the computer which you will be using DirectFile?

Yes No

Internet Connection (Which you use most)

I don't know or I'm unsure. Phone Modem (33k,56k) or Equiv. Cable Modem, DSL, or Equiv. Business Level T1, ISDN or Equiv. Other

Contact Information

Full Name
Mailing Address
City
State
Zip Code
Phone (format: 555-555-5555)

Optional

Email
Fax
Mobile
Pager

DirectFile License Agreement

DirectFile Electronic Products License Agreement TERMS AND CONDITIONS Before you use DirectFile's electronic products, you need to accept, understand and agree to this Electronic Products License Agreement that governs your use of it. After reading the Agreement you must accept it by clicking the “accept button” at the bottom. If you have questions, please call DirectFile at 559-266-3453. If you are the representative of your firm, institution, or organization, all references to “you” in this Agreement refer to you and the entity that you represent. By accepting the agreement and using this DirectFile Product, you agree to be bound by the following Terms and Conditions: 1. License Subject to the terms of this Agreement, DirectFile and its parent corporation hereby grants you a non-exclusive, non-transferable license to have access to and use the on-line products provided by DirectFile (the "Products"). You do not acquire any ownership interest or rights in the Products and associated materials, or any parts thereof, and all such rights and interest remain in DirectFile and its licensors. You will use the Products solely for your own personal or internal use. You will not publish, broadcast or sell any materials retrieved through the Products or use the materials in any manner that will infringe the copyright or other proprietary right of DirectFile or its licensors. You may print and make copies of materials retrieved through the Products only as permitted in Section 1 of this Agreement. You represent and warrant to DirectFile that you are not in the business of providing computer-assisted research or other computer-related services to third parties. Notwithstanding the previous paragraph, if you represent a public library, educational institution, governmental agency or non-profit institution allowing public access, to data and information, then, subject to any special restrictions of DirectFile, you may provide public access to and retrieval of data and information through the Products by or for public users. You will limit such use to the customary services provided to public users and you will not commercially re-distribute the materials retrieved from the Products or provide access to the Products to other libraries or third parties, unless specifically authorized by DirectFile. You may create printouts of materials retrieved through the Products by on-line printing, off-line printing, facsimile, electronic mail or from printers operated by DirectFile. All reproduction and distribution of such printouts, and all downloading and electronic storage of materials retrieved through the Products, is subject to the Copyright Act of 1976, Title 17 U.S.C. and other applicable intellectual property laws. You agree not to copy or translate the Products or any user manual or other supporting documentation that DirectFile provides to you. You will not copy, alter, translate, disassemble, decompile, or reverse engineer the software or otherwise attempt to discover the source code of the software, including but not limited to, modify the software to make it operate on non-compatible hardware. Additional restrictions on your use of the materials retrieved through the Products may be set forth on computer screen displays. With on-line Products, an individual user identification number and password will be assigned to each authorized user of the Products. You are responsible for all charges incurred by your assigned username and passwords. You will immediately notify DirectFile if you believe one or more of your assigned usernames and passwords is being misused. THIS LICENSE WILL TERMINATE AUTOMATICALLY if you fail to comply with the terms and conditions of this Agreement. 2. Fees and Payments You will pay the fees for the Products as shown on the web page. DirectFile may update and supply revised fees to you from time to time. You will pre pay the fees for the Products when due. 3. Term and Termination If you are licensing our Products on a subscription basis, this Agreement shall continue until the Expiration Date listed on the front of this Agreement or, if it is renewed, until the new Expiration Date. If not, this Agreement will continue until terminated by either party upon at least ten (10) days prior notice to the other. DirectFile may suspend delivery of Products to you if you fail to comply with your obligations under this Agreement and DirectFile can pursue any other legal remedy available to it. Upon expiration or termination of this Agreement, you will return or destroy Products according to the instructions provided by DirectFile. You will certify to DirectFile the return or destruction of Products if requested. If you want to continue to use the Products after expiration of this Agreement, you will have to enter into a separate agreement with DirectFile. 4. Proprietary Rights All intellectual property rights, including without limitation, trade secrets, copyrights and patent rights to any software, materials, databases or hardware supplied to you by DirectFile will remain the sole property of DirectFile or its licensors, and no title or license right is granted to you except as expressly set forth in this Agreement. 5. Additional Materials From time to time during the term of this Agreement, DirectFile may add, delete or modify information, databases, materials, capabilities or services to on-line Products with or without notice to you. All such information, databases, materials, capabilities and services shall be subject to the terms and conditions of this Agreement at the time they are added to the Products. 6. Hardware and Software DirectFile may supply software and hardware from time to time for use in connection with the Products. DirectFile may designate that certain hardware and software are capable of operating compatibly with the Products, but such designation means only that the hardware or software appears to meet the necessary requirements of the Products. DIRECTFILE SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR DETERMINING THE COMPATIBILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY DIRECTFILE WITH THE PRODUCTS AND PROVIDES NO WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH THE PRODUCTS. You are responsible for local telecommunication connections if they are needed and the charges therefor. 7. U. S. Government Restricted Rights The Products includes materials that are commercial technical data and/or computer databases and/or commercial computer software, as applicable, which were developed exclusively at private expense by DirectFile, P.O. Box 362, Fresno, CA 93708. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer databases and/or computer software are subject to the limited rights restrictions of DFARS 252.227-7015 (b) (2) (June 1995) and/or subject to the restrictions of DFARS 227.7202- 1 (a) (June 1995) and 227.7202-3 (a) (June 1995), as applicable for U.S Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (June 1987) and/or subject to the restricted rights provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June19 87), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurement 8. Limited Warranty And Disclaimer Of Warranty DirectFile warrants that it has all rights necessary to enter into this Agreement and to provide the Products to you. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE PRODUCT AND ALL EQUIPMENT AND SOFTWARE PROVIDED BY DIRECTFILE TO YOU ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER DIRECTFILE NOR ANY PROVIDER OF INFORMATION OR SOFTWARE IN THE PRODUCTS WARRANTS THE USE OF THE PRODUCTS OR THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR MAKES ANY WARRANTY AS TO THE AVAILABILITY OF THE PRODUCTS OR AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION OR THE RESULTS OF LICENSEE'S USE OF THE PRODUCTS, THE SOFTWARE OR THE INFORMATION, EVEN IF ASSISTED BY DIRECTFILE. 9. Limitation Of Liability THE MAXIMUM LIABILITY OF DIRECTFILE, AND ITS LICENSORS, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY DIRECTFILE FROM YOU HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL DIRECTFILE OR ITS LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES RELATED TO THE USE OF THE PRODUCTS OR DIRECTFILE'S FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER DIRECTFILE OR ITS LICENSORS ARE NEGLIGENT. 10. Legal Disclaimer IN THE PREPARATION OF THE PRODUCTS, EVERY EFFORT HAS BEEN MADE TO PROVIDE THE MOST CURRENT, CORRECT AND MOST ACCURATE PRODUCTS POSSIBLE. NONETHELESS, INADVERTENT ERRORS CAN OCCUR, AND PUBLIC AGENCIES CAN CHANGE FORMS, RULES AND REGULATIONS AND MATERIALS CONTAINED IN THE PRODUCTS WITHOUT THE KNOWLEDGE OF DIRECTFILE. LAWS AND REGULATIONS WHICH GOVERN THE USE OF MATERIALS IN THE PRODUCTS ARE SUBJECT TO RAPID AND CONTINUAL CHANGE, AND CAN BE INTERPRETED ONLY IN LIGHT OF PARTICULAR FACTUAL SITUATIONS. THE MATERIALS AND FORMS CONTAINED IN THE PRODUCTS ARE INTENDED ONLY TO PROVIDE A CONVENIENT METHOD OF ENTERING AND RECORDING THE TYPES OF DATA USED IN THE FORMS. DIRECTFILE AND ITS PRODUCTS DO NOT PROVIDE LEGAL, ACCOUNTING, TAX, OR OTHER TYPES OF CONSULTING ADVICE. THE PRODUCTS SHOULD BE USED ONLY IN CONJUNCTION WITH APPROPRIATE PROFESSIONAL ADVICE OBTAINED BY YOU FROM A SUITABLY QUALIFIED PROFESSIONAL WHO UNDERSTANDS YOUR PARTICULAR FACTUAL SITUATION. BY YOUR USE OF THE PRODUCTS, YOU AGREE THAT YOU HAVE NOT RELIED UPON DIRECTFILE FOR LEGAL OR OTHER CONSULTING ADVICE; YOU FURTHER AGREE TO CHECK AND REVIEW ALL PRINT REPRODUCTIONS OR ELECTRONIC TRANSMISSIONS FOR ACCURACY AND COMPLETENESS. 11. Miscellaneous Assignment. You may not assign this Agreement or any right granted thereunder without the prior written consent of DirectFile. Waiver. Failure of either party to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver of such provisions or of the right of such party thereafter to enforce any such or other provisions of this Agreement. Interruption of On-Line Products. Neither DirectFile nor its Licensor’s shall be liable or deemed in default of this Agreement for any failure or delay or interruption of the on-line Products or any failure of any equipment or tele--comnunications resulting from any cause or circumstance beyond the reasonable control of DirectFile. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to its subject matter and supersedes any and all previous and contemporaneous understandings or agreements between the parties with respect to the same subject matter. The terms of your Purchase Orders, if any, are for your convenience and do not supersede any term or condition of this Agreement. Changes to this Agreement. This Agreement may be modified by DirectFile from time to time by adding additional terms and conditions, and your continued use of the Products will indicate your acceptance of those additional terms and conditions. Governing Law. The Agreement shall be construed according to the laws of the State of California without application of its conflict of law provisions. You agree that jurisdiction and venue for any dispute or claim arising in connection with your use of the products shall lie in Fresno County, California. Effective Date. This Agreement shall be effective on the Subscription Start Date at the end of this Agreement, or, if for on-line Products, as of the first date in which the Products are provided to you. 12. Applicability of United States Export Administration Regulations We may deliver software to you with the Products. It is proprietary to DirectFile and its Licensors and as such is subject to U.S. Export Administration Regulations (15 CFR 799 et seq.) No diversion, duplication or resale of any such software is permitted under this Agreement. Use in or the export of the software to North Korea, Cuba, Libya, Sudan, Iran and Iraq is strictly prohibited. BY CLICKING ON THE ACCEPT BUTTON BELOW, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS

By clicking on the submit button below you are agreeing
to the terms and conditions outlined above.