End user agreement for Account Plan 2008
PLAN 2 WIN SOFTWARE, LLC
END USER AGREEMENT AND PRODUCT LICENSE TERMS
BEFORE YOU CLICK ON THE ACCEPT BUTTON, CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE ACCEPT BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND DO NOT USE THIS PRODUCT.
This End User Agreement and Product License Terms (the "Agreement") is a legal agreement between you and Plan 2 Win Software, LLC, a New Hampshire limited liability company ("Plan 2 Win") for the Territory Plan and/or Account Plan software product. In this Agreement, the term "Product" means the Territory Plan and/or Account Plan software product, including computer software and associated media and printed materials, and may include online or electronic documentation. The term "you" means the company, entity or individual who is acquiring the license to use the Product under this Agreement. The term "we" or "us" means Plan 2 Win, except that terms such as "both of us" means both you and us. The term "use" means storing, loading, installing, executing or displaying the Product. “Computer” means a single computer which is not a server.
PRODUCT LICENSE TERMS.
License Grant - Usage in General. Except as otherwise specifically set forth below, upon payment by you of the purchase price for the applicable Product, we grant you and you accept the non-exclusive, non-transferable right to use the Product in object code form only, on a single Computer (provided that if you are the primary user of that Computer, you may also make a second copy of the Product for your exclusive use on either a home or portable Computer).
Evaluation License. If your Product is designated as an “Evaluation License”, we grant you and you accept the temporary, non-exclusive, non- transferable right to use one copy of the Product in object form only, solely for evaluation purposes, but not for general production use, during an evaluation period of sixty (60) days from the date the Product is first used by you.
Content. To the extent that the Product enables you to access (on-line or otherwise) materials not supplied by us ("Content"), you should be aware that such Content is the property of the applicable Content owner and may be protected by applicable copyright law. This License grants you no rights to Content.
Ownership. You acknowledge and agree that the Product is owned and copyrighted by us or our third party suppliers. Your license confers no title or ownership in the Product and is not a sale of any rights in the Product. All ownership rights remain in us or our third party suppliers, as the case may be.
Copies. You may only make one copy of the object code of the Product solely for backup or archival purposes or when copying is an essential step in the authorized use of the Product. You must reproduce all copyright and other proprietary or restricted rights notices in the original Product on all authorized copies. You may not copy any of the enclosed books or printed materials which are part of the Product.
Additional Restrictions. You acknowledge that the Product may contains software procedures or other mechanisms ("License Enforcement Mechanisms") that enforce use restrictions and that may disable functionality of the Product and prevent access to data using the Product at the end of any evaluation period or upon violation of the terms of this Agreement Except to the extent permitted above, you may not: permit other individuals to use the Product; permit concurrent use of the Product; modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Product; copy (including copying onto a internet server or similar system) the Product other than as specified above; rent, lease, grant a security interest in, or otherwise transfer rights to the Product except as set forth in "Transfer" below; modify, disable, attempt to circumvent, or otherwise interfere with any License Enforcement Mechanisms (and you acknowledge that any attempt to do so may be a violation of applicable law) or remove any proprietary notices or labels on the Product. If you are using the Product in any country in the European Community, the prohibition against modifying, translating, reverse engineering, decompiling, disassembling or creating derivative works based on the Product does not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
Transfer. You may not transfer your license to the Product. You have no right to sublicense, loan, rent or lease the Product to another user.
Multiple Copies of Product. You may receive the Product or upgrades in more than one manner, for example download file, or on CD-ROM. Possession of multiple copies (in the same or different form) does not give you additional usage rights. You may not loan, rent, lease, or otherwise transfer the other medium to another user.
Upgrades. If the Product is an upgrade of one of our Products, you now may use that upgraded Product only in accordance with this Agreement. If the Product is an upgrade of a component of a package of software programs that you licensed as a single Product, the Product may be used and transferred only as part of that single Product package and may not be separated for use on more than one Computer. You may not loan, rent, lease, or otherwise transfer the original non-upgraded Product to another user, except as part of the permanent transfer (as provided above in "Transfer") of the Product.
Third Party Software. We may provide to you certain software which is specifically labeled as being provided by and/or owned by third parties ('Third Party Materials"). If so, you shall be licensing such Third-Party Materials directly from the third party provider, including the right to use such Third Party Materials in connection with the Product.
WARRANTY AND LIMITATIONS ON LIABILITY.
Limited Warranty. We warrant that, for a period of 30 days after purchase, the Product will function substantially in accordance with its Documentation. As your exclusive remedy for breach of this warranty, we will, at our option, either replace or repair the defective Product or refund all fees paid for it, provided that you purchased the Product directly from an authorized dealer or from us; and you destroy all copies of the Product and provide the dealer from whom it was acquired (or us, if acquired directly) with certification of such destruction and proof of purchase, within thirty days of purchase.
Evaluation Copy Exclusion of Warranty. EVALUATION COPIES OF PRODUCT ARE PROVIDED FREE OF CHARGE OR AT A NOMINAL COST, AND ACCORDINGLY ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Warranty Exclusions. This warranty does not cover damage due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorized by us, usage not in accordance with product instructions, failure to perform required preventive maintenance, and problems caused by use of materials not supplied by us.
Because software is inherently complex and may not be completely free of errors, you are advised to verify and back up your work. Additionally, we do not guarantee compatibility between the Product and any future versions of the Product.
Limited Warranty -- General. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY US. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. OUR RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IN PRODUCTS IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
Limitations On Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF WE SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, WE ARE FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), OUR LIABILITY TO YOU WILL BE LIMITED TO THE GREATER OF $500 OR THE AMOUNT YOU PAID FOR THE PRODUCT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
Export Controls. None of the Product or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Product, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any country to which such export is so prohibited or on any such list. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Product, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable. If the Product is identified as a not-for-export product (for example, on the box, media or in the installation process), then, unless you have an exemption from the United States Department of State, additional restrictions may apply.
U.S. Government End Users. The Product is a "commercial item," as that term is defined in 48 C.F.R. 12.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Product with only those rights set forth herein
Term. Your license under this Agreement is effective until terminated. Your Evaluation License terminates automatically in accordance with the provision of this Agreement set forth above. You may terminate this license at any time. We may terminate this Agreement immediately if you breach any of the provisions of this Agreement. Upon any such termination or expiration, you must discontinue all use of the Product, and immediately destroy the Product together with all copies. The provisions of this Agreement (other than your license to use the Product) shall survive the termination of the license, or the termination or expiration of this Agreement.
Controlling Law and Severability. This Agreement constitutes the entire agreement between both of us with reference to this transaction. This Agreement will be governed by the laws of the State of New Hampshire, USA, except for that body dealing with conflicts of law. The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. In the event of any dispute involving this Agreement, both of us consent to exclusive jurisdiction and venue in either the state or federal courts in the State of New Hampshire and agrees that the prevailing party shall be entitled to its reasonable attorney fees and costs. In the event any provision of this Agreement shall be deemed unenforceable, void or invalid, such provision shall be modified so as to make it valid and enforceable, and as so modified the entire Agreement shall remain in full force and effect. No decision, action or inaction by us shall be construed to be a waiver of any rights or remedies available to us.