Revisions to this Agreement were made May 1, 2017 and are effective immediately.
This End User License Agreement (the “License”) is made and entered by and between you and Intellisoft Solutions, Inc. (“Developer” or “Intellisoft” ).
1.1 “Agreement” or “License” or “EULA” refers to this End User License Agreement.
1.2 “You” or “Your” means or refers to the individual or legal entity entering into this Agreement with Developer, whether or not such terms are capitalized in this Agreement.
1.3 “Software” means the computer programs listed on Developer’s commercial price list to which You acquire a license under a purchase agreement, together with any software code relating to the foregoing that is provided to You pursuant to a support and subscription service contract and that is not subject to a separate license agreement.
1.4 “Purchase Agreement” or “Sales Agreement” or “Invoice” refers to the official electronic document provided to You as receipt and acknowledgement of a legally binding arrangement You entered into with Developer.
1.5 “Services” means the technical support services provided by Developer in connection with this Agreement whether such services are provided via email, telephone, website (including without limitation any software documentation, Frequently Asked Questions or online videos located on the website) or by any other means.
1.6 “Telephone Support” means the Services provided by Developer over the telephone to individuals or entities who have paid the Support Fees applicable to telephone support.
1.7 “Online Support” means the Services provided by Developer via email correspondence, live web chat service, or website to individuals or entities who have paid the Support Fees applicable to online support.
1.8 “Updates” means any new software releases, fixes, patches and other modifications of the Software provided by Developer.
1.9 “Incident” means a request by You for telephone support or online support in addressing a single technical problem relating to the Software. Developer shall make the final determination as to what constitutes an “Incident” in its sole discretion.
1.10 “Database” means an electronic collection of personal information organized on a computer including, but not limited to, customer mailing lists, vendor contact information, employee information, inventory price lists, notes, sales/purchase histories, and financial data.
1.11 “Single-User” has the meaning given in the Section titled “Single-User Software Licensing.”
1.12 “Multi-User” has the meaning given in the Section titled “Multi-User Software Licensing.”
1.13 “Remote Support” has the meaning given in the Section titled “Remote Support Service.”
1.14 “Validation” has the meaning given in the Section titled “Software Validation.”
2. License Grant
Subject to the terms and conditions of this License, the Developer 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 licenses granted to You will commence on either delivery of the Software or the date of being notified of availability for electronic download, whichever comes first. You may copy the Software and Documentation as necessary to install and run the quantity of copies licensed, but otherwise for archival purposes only.
IMPORTANT-READ CAREFULLY: BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU (THE INDIVIDUAL OR LEGAL ENTITY) AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU AND DEVELOPER, AND SUPERCEDES ANY PRIOR AGREEMENT, PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.
3. EULA Term
The term of this EULA begins on the notice of availability for electronic download or delivery of the Software and shall continue until this EULA is terminated. Developer 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, erase and/or uninstall all copies of the software.
4. Restrictions; OWNERSHIP.
4.1 License Restrictions. Without Developer’s prior written consent, You must not, and must not:
(a) assign, pledge, share, sublicense, rent, lease, or transfer in any manner whatsoever any portion of the Software, in whole or in part;
(b) reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of the Software;
(c) disable, modify, remove, prohibit or make any attempt to circumvent the technical protection measure (“validation process”) that accompanies the Software;
(d) use the provided software activation code to install and register more software licenses than originally purchased or leased.
(e) reveal the confidential software activation code to other parties, or publish this activation code on any public forum or media.
(f) use the software to create computer programs with similar appearance or logic;
(g) enter into any agreement or relationship to manufacture, sell or distribute other computer programs with similar appearance or logic;
(h) disclose any valuable trade secrets, confidential information, or ideas of the software to other parties;
(i) use Developer trademarks in any manner whatsoever without the express written consent of Developer.
(j) 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.
4.2 Ownership. The Software and Documentation, all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of Developer and its licensors. Your rights to use the Software and Documentation shall be limited to those expressly granted in this EULA. No other rights with respect to the Software or any related Intellectual Property Rights are implied. You are not authorized to use (and shall not permit any third party to use) the Software, Documentation or any portion thereof except as expressly authorized by this EULA. Developer reserves all rights not expressly granted to You. Developer does not transfer any ownership rights in any Software.
5. Additional Terms
From time to time, Intellisoft may update, revise, supplement, modify or amend these terms. If we do, you will be notified through the software, the website, in an email notification, or by displaying a written revision notice at the very beginning of this agreement. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement. All Additional Terms are hereby incorporated into this Agreement by this reference. If you do not agree to the Additional Terms, You must stop using the software. Otherwise, the new terms will apply to you.
6. License Fees
The license fees paid by You are paid in consideration of the License granted hereunder. The license fees paid by You do not have to be signed to be valid and enforceable.
7. Product Guarantee
If You are the original licensee of the software and are dissatisfied with the software for any reason, You are entitled to a full refund within (30) days of purchase. This (30) day return period will commence upon being notified of availability for electronic download and/or upon delivery of the purchase agreement. In no event shall the return period commence any later than the initial date of payment received via credit card, bank wire transfer, online web payment, or mailed check. Please refer to the purchase agreement for any software or service that explicitly has a Non-Refundable “AS IS” clause including, software rentals, custom programming or subscription renewal support services provided by Developer.
8. Demo or Evaluation Versions
If Developer designates the Software as a “Demo” or “Evaluation” version, then Your use of the Software is only permitted in a non-production environment and for a 30-day evaluation period only. Unregistered use of the Software, including documentation, beyond the evaluation period violates Developer’s rights, as described above, including but not limited to Developer’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 Software products. Demo or Evaluation versions are provided strictly on an “AS IS” basis.
9. Payment of Software
You shall be responsible for payment of any sales, use or similar taxes levied upon the software or services rendered by Developer. Under special finance or rental payment arrangements of the software, You will be responsible for making payments in accordance to the financial terms provided on the sales agreement. If you are financing or renting the software, You expressly understand that the software will intentionally interrupt its usage if payment is not received on a timely basis. If timely payment is made in accordance to the financial obligation agreed upon between You and Developer, then the software will operate without interruption. Developer, at its sole discretion, may cancel any finance arrangement made between You and Developer and request entire payment for the Software within (10) ten days notice.
10. Software Rentals
Pursuant to the original invoice between You and Developer, for the use of the software, ongoing service and software updates are included at no charge to software rental licenses only. Under a software rental license arrangement as mentioned in this section, You will be provided with software updates via an internet download only. Software rental license fees are collected on a month-to-month basis. The software rental fee is automatically charged on Your credit card on a recurring basis up to one month in advance and is final and NON-REFUNDABLE. Any initial deposit collected at the time of purchase is also final and NON-REFUNDABLE. You can cancel the rental payment arrangement or request to purchase the software license in full at any time. Cancellation of the software rental payment arrangement must be done in writing via United States Postal Service (USPS) certified mailed to Intellisoft Solutions, Inc., P.O. Box 260883, Pembroke Pines, FL 33026-7897. Developer, at its sole discretion, may change its software rental fees with You at any time or may request entire payment for the software within (10) ten days notice.
11. Software Updates
Pursuant to the original invoice between You and Developer, for the use of the software, a certain limited period of software updates will be included at no charge. During this period, Developer will provide You with software updates via an internet download only. Software update privileges can be optionally extended via a subscription support renewal. 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. Developer reserves the right to revoke, cancel, suspend, or discontinue software updates, and/or charge additional fees for software updates.
12. Single-User Software Licensing
When developer classifies its product as a “Single-User” license, it means that the delivered computer program is to be installed only one time on any given computer. Furthermore, each time an instance of a ManageMore application is launched (i.e., ManageMore Business Software or ManageMore POS Software) from a computer, a session (also known as a “User” license) is said to be running. A Single-User license permits only one session running at any one moment. It is your responsibility to purchase the correct amount of “User” licenses to be in compliance. The program may periodically enforce your allotted “User” license limit by prohibiting excessive concurrent ManageMore applications from being launched.
13. Multi-User Software Licensing
When developer classifies its product as a “Multi-User” license, it means that the delivered computer program is to be installed only one time on any given computer or single network server environment and a certain concurrent session limit is allowed to run the application. This session limit is pre-determined by your software purchase. Each time an instance of a ManageMore application is launched (i.e., ManageMore Business Software or ManageMore POS Software) from a computer or single network server environment, a session (also known as a “User” license) is said to be running. Your purchased User license limit is based on the number of concurrent sessions running at any one moment. It is your responsibility to purchase the correct amount of “User” licenses to be in compliance. The program may periodically enforce your allotted “User” license limit by prohibiting excessive concurrent ManageMore applications from being launched.
14. Remote Support Service
You expressly understand that remote support service refers to a third party software technology integrated into Your software and is used by Developer to remotely take control of Your computer(s) for purposes of assisting You with your software. This remote support service requires an internet connection and Your approval for Developer to connect to Your computer. You acknowledge that use of this remote support service is at Your own risk and that Developer is not familiar with interconnections, settings, or special applications on Your computer or all purposes to which Your computer is used for or for which the computer is connected to. This service also requires a separate acceptance of the Remote Support Standard Terms and Conditions.
15. Telephone Support Service
Pursuant to the original invoice between You and Developer, for the use of the software, a certain limited period of telephone support may be included at no charge. During this period, Developer will provide You with technical assistance on the software during its regular business hours only. Telephone Support service can be optionally extended via a subscription support renewal. At Developer’s discretion, resolution of any technical support matter may require Remote Support Service to be available upon Developer’s request. Developer reserves the right to revoke, cancel, suspend or discontinue telephone support services, and/or charge additional fees for telephone support.
16. Online Support Service
Pursuant to the original invoice between You and Developer, for the use of the software, a certain limited period of online support may be included at no charge. During this period, Developer will provide You with an electronic form of technical assistance on the software during its regular business hours only. At Developer’s discretion, resolution of any technical support matter may require Remote Support Service to be available upon Developer’s request. Developer reserves the right to revoke, cancel, suspend or discontinue Online support services, and/or charge additional fees for Online support.
17. Subscription Support Renewal
You expressly understand that support services and software update privileges are limited and that Developer offers a subscription support renewal plan which extends support services and software updates inclusively for an additional fee. You acknowledge that this additional fee offered for support services and software updates is optional and NON-REFUNDABLE.
18. Service Restrictions
You acknowledge that following thirty (30) days after the purchase of the license, a reasonable support service limit of fifty (50) incident requests will be provided at no charge for the remainder of the included technical support of the license. Upon renewal of support services, a new fifty (50) incident requests will be reissued (not accumulated) to each purchased software license per year. In the case of a rental license, a limit of ten (10) incidents requests will be provided at no charge each month. If the software is a multi-user license, then each 5-user license pack will constitute an additional five (5) incident requests to the total incident request limit granted per period. In the event you exceed the provided incidents for the license, a minimum US $50 per incident will be charged to You thereafter.
Support service DOES NOT provide consultation, recommendation, assistance, instruction or advice on accounting practices, operating system use, third party software, external backup, virus removal, and computer networking administration. Terms, conditions, support features, procedures, pricing and support availability for future periods are subject to change at any time without notice.
Developer reserves the right to revoke, cancel, suspend or discontinue support services for any reason. Such reason may include, but are not limited to, Your use of the service in an irregular, excessive, abusive or fraudulent manner, use of the Software in conjunction with third party software that is determined to be incompatible, high number of incidents from new employees not trained on the software, repeated support requests involving consultation on accounting/bookkeeping practices, or discussion of issues that are not related to the software.
19. Card Chargeback
You agree, if purchasing or renting by credit card or charge card, that you permanently and irrevocably waive any and all right to cause a “chargeback” (that is, a disputed, reversed or contested charge) for any reason whatsoever against Developer, effective as soon as you purchase or rent the software and/or renew your Subscription Support Renewal plan. You agree that, if you institute such a “chargeback”, it constitutes a material violation of this license, and damages Developer in ways impossible to calculate, and with long-term adverse effects to the Developer. You expressly understand, in the event of such a “chargeback”, that such chargeback constitutes fraud and confess such fraud. You agree to pay all costs incurred by Developer as a result of a chargeback.
Furthermore, Developer reserves the right, at minimum, to report a “chargeback” incident for inclusion in a chargeback abuser list and/or a collection reporting agency directory and will provide your name, email address, order date, order amount, IP address, full address, and phone number to these agencies. Chargeback abusers wishing to be removed from all agency directories will require payment to Developer for the amount of the chargeback plus US $250 for processing fees by Wire Transfer Only.
20. Software Validation
The software covered under this license has been copy protected to prevent unauthorized use of the software. During the initial activation of the software license and from time to time, the Software will electronically verify whether the installed copy of the software is properly licensed by transmitting non-sensitive information about the software and your computer to Developer (referred to as “validation”). This validation process will receive information including, but not limited to, your company name, registration information provided at the time of activation, product serial number, the Internet protocol address of the computer and information derived from the hardware configuration of the computer. This information is not sold or used for any other purpose than to verify the authenticity of Your software license and to confirm your installation and acceptance of this license agreement.
You understand that this software is intentionally designed to interrupt its usage if the validation process determines the software to be counterfeit, improperly licensed, not in compliance with this license agreement, or is unable to perform the validation process. In the event that Your software license encounters a software validation warning/failure, the Developer can be contacted to remedy any false positive validation errors. Developer reserves the right to revoke, cancel, suspend or discontinue Your software license if the Developer confirms the software license to be counterfeit, improperly licensed, or not in compliance with this license agreement.
21. Database Conversion
You expressly understand that Developer may optionally provide a database conversion service from popular competing products in the marketplace. In some cases, this database conversion service can be performed from lesser known competing products for an additional fee separate from the purchase of the software. With respect to a Database Conversion, You acknowledge that:
(a) Database conversion is the complex process of electronically extracting and manipulating data from a third party product for use within the Developer’s software. Unless otherwise stated in writing on a separate addendum, the data extraction process is “AS IS” and does not imply, suggest, assert or claim that all extracted data will be converted.
(b) Developer does not warrant that the database conversion will meet Your requirements or be error-free.
(c) Your sole remedy in the event the data conversion does not meet Your requirements will be that Developer will, at its sole option, adjust the database conversion process to better suit your needs or you will need to manually input part or all of the data into the software.
22. Database Standard of Care
Under special circumstances, You may request Developer to evaluate Your database or may be asked by Developer to provide Your database for review.
You acknowledge that Developer is unaware of the actual sensitivity of your database and cannot be held accountable for protecting your personal information in a manner which may be required by various federal and state privacy and data security laws, such as the Gramm-Leach-Bliley Act (GLBA), the Health Insurance Portability and Accountability Act (HIPAA), the Health Information Technology for Economic and Clinical Health Act (HITECH), the Fair Credit Reporting Act (FCRA) and the Children’s Online Privacy Protection Act (COPPA). Developer does NOT represent or warrant that its collection, access, use, storage, disposal and disclosure of Personal Information complies with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations and directives.
In recognition of the foregoing, Developer will make reasonable efforts to:
(a) Use the same degree of care as with its own personal information, which shall be at least a reasonable standard of care, to prevent disclosure of any personal Information, except to its officers and employees, to the extent necessary to permit them to assist in evaluating of Your database.
(b) Use this personal Information only for the purposes being reported to Developer.
If you do not agree with Developer’s database standard of care, then You should not provide Developer your database for any reason or under any circumstance.
23. Corporate Licensing
When the software is licensed for use by a U.S. corporation, then administrative rights of the software will be granted to the corporate officers of such business. As long as the software license is on an active subscription plan and in good standings, administrative rights will include, but not be limited to, requests for technical assistance of the software, requests for technical assistance on backing up, restoring and/or transferring the software to another computer, and request for technical assistance on overriding a security password (if possible) in the software which may have been created by another corporate officer / administrator.
You consent to Developer providing you all notifications about the software, including, but not limited to, the purchase agreement, via email to the address you specified when you purchased the software. Notices emailed to you will be deemed given and received when the email is sent. If you don’t consent to receive notices electronically, you must stop using the software. Changes to your email on file can be made electronically at anytime via our website or contacting Intellisoft customer service.
25. Assignment and Transfer
Developer may assign this agreement, in whole or in part, at any time without notice to you. You may not assign this agreement or transfer any rights to use the software.
26. Limited Warranty
EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SOFTWARE IS LICENSED “AS IS.”
Developer warrants for a period of (30) thirty days following the notice of availability for electronic download or delivery of the Software that the Software will perform substantially in accordance with the Documentation. Your sole remedy in the event of a breach of this warranty will be that Developer will, at its sole option, replace any defective media within the warranty period or refund the money You paid for the Software pursuant to section 7 of this EULA. Developer 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 or that content loss won’t occur. No oral or written information or advice given by Developer, its dealers, distributors, agents or employees shall create a warranty, or in any way increase the scope of this warranty, and you may not rely on any such information or advice.
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.
27. Limitation of Liability
TO THE MAXIMUM EXTENT MANDATED BY LAW, IN NO EVENT WILL DEVELOPER 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 DATA OR INACCURATE DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF DEVELOPER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL DEVELOPER’S CUMULATIVE LIABILITY EXCEED THE SOFTWARE LICENSE FEES YOU PAID FOR THE SOFTWARE. THE DISCLAIMERS AND LIMITATIONS SET FORTH ABOVE WILL APPLY REGARDLESS OF WHETHER YOU ACCEPT THE SOFTWARE AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
28. Further Limitations
Developer’s licensors shall have no liability of any kind under this EULA and Developer’s liability with respect to any third party software embedded in the Software shall be subject to Section 27 (Limitation of Liability). You may not bring a claim under this EULA more than six (6) months after the cause of action arises.
Each term and provision of this agreement shall be valid and enforceable to the fullest extent permitted by applicable law and any invalid, illegal or unenforceable term or provision shall be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid, illegal or unenforceable term or provision.
30. Contract Interpretation
The headings of sections of this EULA are for convenience and are not to be used in interpreting this EULA. As used in this EULA, the word ‘including’ means “including but not limited to”.
31. Order of Precedence
In the event of conflict or inconsistency among the clickwrap agreement upon software installation, this EULA and terms and conditions on the purchase agreement, the following order of precedence shall apply: (a) this EULA as displayed publicly on Developers commercial web site, (b) the clickwrap agreement which appears upon software installation, (c) the terms and conditions as stated on the purchase agreement. With respect to any inconsistency between this EULA and terms and conditions on the purchase agreement, the terms of this EULA shall supersede and control over any conflicting or additional terms and conditions of any purchase agreement, acknowledgement or confirmation or other document issued by You.
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.
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.
34. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of Florida. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Broward County, Florida. In the event of litigation relating to the subject matter of this Agreement, You shall reimburse the Developer for all reasonable attorney fees and costs resulting therefrom only if Developer is the prevailing party. Any modifications to this Agreement must be made in a writing executed by both parties.
35. 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 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., P.O. Box 260883, Pembroke Pines, FL 33026-7897.
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.