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INTELLISOFT LICENSE AND WARRANTY
This End User License Agreement (the "License") is made and entered by and
between you
and Intellisoft Solutions, Inc. ("Intellisoft"). For purposes of this License, the
terms
"Software" shall mean the computer program delivered online or
electronically and may include associated media,
associated modules,
associated copy protection devices, electronic or printed documentation,
printed materials, and revisions thereof that may be provided to you by Intellisoft.
Subject to the terms and conditions of this License, Intellisoft hereby
grants to you,
and you, by taking delivery of the Software, accept a non-exclusive,
non-transferable
license to use the Software in machine readable, object code form only. The
Software and its corresponding documentation are copyrighted and licensed
(NOT SOLD).
By taking delivery of the Software, you accept and agree to the terms of
this license
agreement. This license agreement and any attached addenda represent the
entire
agreement concerning the Software between you and Intellisoft, and supersede
any prior
proposal, representation, or understanding between the parties. Please note
that this version of the license agreement shall supersede where there are
any
conflicts between this electronic version of the agreement and any written
agreements that may be part of the documentation, materials, manuals, and
packaging
associated with the Software.
While Intellisoft continues to own the Software, you will have certain
rights to use
the Software. Except as may be modified by a license addendum which
accompanies this
license, your rights and obligations with respect to the Software are as
follows:
* You may:
(i) use one copy of the Software on a single computer owned, leased or
otherwise
controlled by you;
(ii) make one copy of the Software for archival purposes, or copy the
software onto
the hard disk of your computer and retain the original for archival purposes
(any such copy shall include Intellisoft's copyright and other proprietary
notices);
(iii) use the Software on a network, provided that you have a licensed copy
of the
Software for that network;
* You may not:
(i) copy the documentation, which accompanies the Software;
(ii) assign, pledge, share, sublicense, rent, lease, or transfer in any
manner
whatsoever any portion of the Software, in whole or in part;
(iii) use the provided activation code to install and register more software
licenses than originally purchased or leased.
(iv) reveal the confidential activation code to other parties, or publish
the confidential activation code on any public forum or media.
(v) reverse engineer, decompile, disassemble, modify, translate, or make
any attempt
to discover the source code of the Software;
(vi) disable, modify, remove, or make any attempt to circumvent the copy
protection
method or copy protection device that accompanies the Software;
(vii) use the software to create computer programs with similar appearance or
logic;
(viii) enter into any agreement or relationship to manufacture, sell or
distribute
other computer programs with similar appearance or logic;
(ix) disclose any valuable trade secrets, confidential information, or
ideas of
the software to other parties;
(x) use a previous version of the Software in addition to an upgraded
version
received as a replacement of the prior version. Upon upgrading the Software,
all copies of the prior version must be destroyed except for copies retained
for archival purposes.
Intellectual Property Rights
You expressly understand and agree that the Software constitutes and
includes valuable
trade secrets, confidential information, ideas and expressions belonging to
Intellisoft
resulting from substantial creative effort and expense and agree that you
will not
disclose the Software or its operation to any third party. You further
acknowledge
that all right, title and interest in and to the Software, including
associated
intellectual property rights, are and shall remain with Intellisoft. You
further agree
to take all reasonable steps to protect the Software from unauthorized use
or disclosure.
License Fees
The license fees paid by you are paid in consideration of the License
granted hereunder.
Term
This license is effective upon delivery of the Software to you and shall
continue until
terminated. Intellisoft may terminate this License upon the breach by you of
any term hereof. In the event of such termination and upon notice to
you of termination, you shall be required to destroy all copies of the
software.
Trademark
Intellisoft, ManageMore, Intellifile, and IntelliCharge are trademarks of
Intellisoft.
No right, license, or interest to such trademarks is granted hereunder and
you agree that
no such right, license, or interest shall be asserted by you with respect to
such
trademarks. You agree that you shall not use the trademarks in any manner
whatsoever
without the express, written consent of Intellisoft.
Product Guarantee
If you are the original licensee of this copy of the Software and are dissatisfied with it for any reason,
you are entitled to a full refund based on the return policy specified on your original invoice or within
thirty days of the original invoice date, whichever is greater.
Demo or Evaluation Versions
If Intellisoft designates the Software as a "Demo" or "Evaluation" version,
then your license rights under this Agreement
shall extend solely for a 60-day evaluation period, during which your use is
restricted solely to allow you to determine whether to purchase an ongoing
license to the Software. Unregistered use of the Software, including
documentation, beyond the trial period violates Intellisoft’s rights, as
described above, including but not limited to Intellisoft's rights under the
United States Copyright Act. You acknowledge that any Demo or Evaluation
version is merely a technology demonstration that may not be at the level of
performance or compatibility of generally available Intellisoft Software
products. Demo or Evaluation versions are provided strictly on an
as is basis.
Payment of Software
You shall be responsible for payment of any sales, use or similar taxes
levied upon the software or services rendered by Intellisoft.
Under special finance or rental payment arrangements of the
software, you will be responsible for making payments on a timely basis.
If payment is returned from
insufficient funds,
Intellisoft, at its sole discretion, may request entire payment for the
Software at such
time, and the same shall become immediately due and payable.
Software Updates
Pursuant to the original invoice between you and Intellisoft, for the use of
the software,
a certain limited period of software updates will be included at no charge.
During this
period, Intellisoft will provide you with unlimited software updates via an
internet
download only. Software updates primarily include improvements to existing
functionality
in the program and may or may not include new features to your existing
software. It is
your sole responsibility and decision to periodically check for these
updates within your
limited period or within any extended product support plan given.
Intellisoft reserves the
right to revoke, cancel, suspend, or discontinue software updates, and/or
charge additional fees for software updates.
Software Rentals
Pursuant to the original invoice between you and Intellisoft, for the use of
the software,
an unlimited period of technical support and software updates are included
at no charge to software rental licenses only. Intellisoft will provide you with unlimited software updates via an
internet
download only. Software updates primarily include improvements to existing
functionality
in the program and may or may not include new features to your existing
software. Software rental licenses are on a month-to-month basis
and can cancel their rental arrangement or request to purchase a software
license at any time. Intellisoft reserves the right to revoke,
cancel, suspend, or discontinue and software rental, and/or charge
additional fees to software rental licenses at any time.
Software Product Telephone Support
Pursuant to the original invoice between you and Intellisoft, for the use of
the software,
a certain limited period of telephone support may be included at no charge.
During this
period, Intellisoft will provide you with technical assistance on the
software
during its regular business hours only. This telephone support is not
intended to
substitute for the necessary training of new users on the software, but
rather is intended
to assist those users who are already familiar with the software and require
some further
assistance. Intellisoft reserves the right to revoke, cancel, suspend or
discontinue
telephone support services, and/or charge additional fees for telephone
support.
Software Product Online Support
Pursuant to the original invoice between you and Intellisoft, for the use of
the software,
a certain limited period of online support may be included at no charge.
During this
period, Intellisoft will provide you with an electronic form of technical assistance on the
software
during its regular business hours only. Online support may include, but not
be limited to a live web chat service, email correspondence, web trouble
ticket service and/or an online
web forum. These online support services are not
intended to
substitute for the necessary training of new users on the software, but
rather are intended
to assist those users who are already familiar with the software and require
some further
assistance. Intellisoft reserves the right to revoke, cancel, suspend or
discontinue online support services, and/or charge additional fees for
online
support.
Subscription Support Renewal
You understand and agree that any additional fees for extended technical support services offered by Intellisoft, including but not limited to product telephone support and/or product online support are optional and non-refundable.
Interruption of Software
You understand that the software may be intentionally designed to interrupt
its usage from
time to time under certain arrangements between you and Intellisoft. This
acknowledged
interruption of the software may occur for any of the following reasons:
(i) A finance arrangement of the software has been established for a certain
period of
months.
(ii) A rental arrangement of the software has been established on an ongoing
monthly basis.
(iii) A customer record limit has been established that will not allow any
further data
entry into the software.
Upon full payment of any of the above mentioned situations, a proprietary
code will be
issued to you by Intellisoft, that will resume the use of the software. You
will have
the right, at any time, to purchase the software without reservation, which
will eliminate
any intentional interruption of the software.
Copy Protection
The software covered under this license has been copy protected to prevent
unauthorized
duplication of the software. This copy protection is not contained on
Intellisoft's website or on any CD or other media which may have been
delivered to you for the sole purpose of transporting the
software to your
computer hardware only.
The copy protection of the Software will specifically be one of the following:
(i) A periodic transmission of non-sensitive information is sent to our
dedicated internet server. This information includes, but is not
limited to, your company name, software serial number, registration
information, and computer identification name. This information is not
sold or used for any other purpose than to validate the authenticity of your
software license.
You understand that this software may be intentionally designed to interrupt
its usage if this copy protection method is unable to successfully
communicate to our dedicated internet server or if our records indicate that
the software is not in compliance with this license agreement.
Under certain conditions, the Software
will provide advanced warnings of possible interruption if it is unable
to validate the authenticity of your software license.
(ii) A proprietary hardware device (commonly known as a "Hardware Key") that
must remain
externally connected to your computer hardware on which the software has
been
installed to identify that the software is licensed and registered to that
hardware. Loss of this copy
protection device that accompanies the Software may result in additional
fees, including
the purchase of a new software license.
Personal Information
We have taken security measures, consistent with international information
practices, to protect your personal information. In some cases,
Intellisoft may provide non-sensitive information to selected business
partners to communicate to you information about products or services that
may be important to you or your business. If you prefer that we not provide
this non-sensitive information to our business partners, you can 'opt-out'
from us sharing your information by sending a mailed letter to:
Intellisoft Customer Service, 7735 NW 146 Street, Suite 306 - Miami Lakes, FL
33016.
Please be advised that in certain instances, it may be necessary for
Intellisoft to disclose your personal information to government officials
or otherwise as required by our legal obligations.
Limited Warranty
EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SOFTWARE IS LICENSED "AS IS."
Intellisoft warrants for your benefit alone that the media on which the
Software is
distributed will be free from defects for a period of thirty (30) days from
the date of purchase to you. Your sole remedy in the event of a breach
of this
warranty will be that Intellisoft will, at its sole option, replace any
defective media
returned to Intellisoft within the warranty period or refund the money you
paid for the
Software. Intellisoft does not warrant that the Software will meet your requirements or
that operation of the Software will be uninterrupted or that the Software
will be
error-free.
THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL
RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
Disclaimer of Damages
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL
PURPOSE, IN NO EVENT WILL INTELLISOFT BE LIABLE TO YOU OR ANY THIRD PARTY
IN ANY ACTION RELATED TO THE SUBJECT MATTER OF THE LICENSE OR OTHERWISE,
UNDER CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY, FOR ANY
SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR SIMILAR DAMAGES,
INCLUDING ANY LOST PROFITS OR LOST OR INACCURATE DATA ARISING OUT OF THE
USE OR INABILITY TO USE THE SOFTWARE EVEN IF INTELLISOFT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL INTELLISOFT'S
CUMULATIVE LIABILITY EXCEED THE LICENSE FEES FOR THE SOFTWARE.
The disclaimers and limitations set forth above will apply regardless of
whether you accept the Software.
Effect of Invalidity
The invalidity in whole or part of any provision hereof shall not affect the
validity
of any other remaining provisions hereof.
Waiver
The waiver by one party of the performance of any covenant, condition,
obligation,
representation, warranty, or promise in this agreement shall not invalidate
this
agreement or be deemed a waiver by any party of the time for performing any
act
or condition hereunder and does not constitute a waiver of the act or
condition itself.
Publicity
Either party may disclose the fact that an agreement exists between the
parties for use
of the software. However, neither party will disclose the specific terms of
this agreement,
including pricing, which the parties agree to maintain as confidential.
U.S. Government Restricted Rights
RESTRICTED RIGHTS LEGEND. Use, duplication, or disclosure by the Government
is subject
to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in
Technical Data
and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1)
and (2) of
the Commercial Computer Software-Restricted Rights clause at 48 CFR
52.227-19, as
applicable, Intellisoft Solutions, Inc., 7735 NW 146 Street, Suite 306, Miami Lakes, FL
33016.
General
This Agreement will be governed by the laws of the State of Florida. This
Agreement may
only be modified by a license addendum which accompanies this license or by
a written
document which has been signed by both you and Intellisoft. Should you have
any questions
concerning this Agreement, or if you desire to contact Intellisoft for any
reason, please
write: Intellisoft Customer Sales and Service,
7735 NW 146 Street, Suite 306 - Miami Lakes, FL 33016.
Now that you have read the terms and conditions of this end user license
agreement, you may
only continue to use the SOFTWARE upon acceptance and in accordance
with these terms and conditions. If you do not accept these terms and
conditions and agree to be bound by them, please return the product to the
place of purchase or contact Intellisoft for a refund.
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