End user agreement for Retirement Savings Planner
End User License Agreement (EULA)
INSTALLING OR USING THE ACCOMPANYING COMPUTER SOFTWARE (THE "SOFTWARE") OR RELATED DOCUMENTATION INDICATES THAT YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT AND COMPLY WITH ITS TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT INSTALL OR USE THE SOFTWARE.
1. GRANT OF RIGHTS
Subject to the terms and conditions contained herein, Torrid Technologies, Inc. grants to End User, and End User accepts, a nonexclusive, nontransferable, and nonassignable limited license to use the Torrid software system ("Torrid Software") and related documentation (collectively, the "Torrid System") solely for End User's use and only at authorized End User locations. Such license is restricted to the time period specified at time of purchase of "Subscription". Torrid reserves the right to discontinue End User's license and use of the software if "Subscription" to use the software expires, or if a violation of this EULA occurs. Such license and subscription is expressly restricted to use by the total number of employees or users for which End User has paid a license fee. End User is prohibited from lending, leasing, sublicensing, pledging, transferring, or assigning the "Torrid System". Simultaneous use of the software by multiple users is not allowed. For corporate users, this license entitles you to use the software on one computer. Use of the same software by other users, even if not simultaneous, is not allowed, unless you purchase a site license. All rights not specifically granted End User under this License are expressly reserved to Torrid.
1.1 Personal or Couples Edition License
Allows an individual and spouse to use the software for their own planning purposes subject to the rest of this EULA. Personal Edition may not be used in any commercial or business context where you are developing or displaying plans for other people.
1.2 Professional Edition License
Allows you to use the software in a commercial context subject to the rest of this EULA. It also offers you access to additional and more comprehensive functionality that is unavailable in the Personal Edition.
2. RIGHT TO COPY
End User's license right hereunder is that End User shall have the right to make one (1) copy of the Software solely as needed for its own back-up, testing, and archival purposes, and to make such number of copies of the Documentation solely as needed for End User's internal use of the Software.
2.1 Copies to Other Users
You may not transfer free non-demo copies unless you have purchased the requisite number of licenses that authorize such copies. You may provide copies of DEMO or TRIAL versions of our software in their original digital form.
3. PROPRIETARY INFORMATION
Torrid has and shall retain all right, title and interest in and to all Torrid Proprietary Information, including without limitation the Torrid Software and Documentation; all copies, modifications, derivative works, enhancements, and amendments thereto; and all worldwide patents, patent applications, copyright, trademarks, trade secrets, and other intellectual property rights and interests therein. End User agrees that, except for the limited license granted under Section 1 above, it shall not assert any right, title, or interest in or to any Torrid Proprietary Information.
Proprietary Information means, collectively, Confidential Information and Trade Secrets, and any information of a third party for which Owner is under a confidentiality obligation similar hereto. Confidential Information means any information that is valuable to the disclosing party or its owner and not generally known by the public, including any information defined as a Trade Secret which is found by a court of competent jurisdiction not to rise to the level of a Trade Secret. Trade Secrets means any technical or nontechnical information, without regard to form, which: (a) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
End User acknowledges and agrees that the misappropriation, unauthorized use, or disclosure by End User of Torrid's Proprietary Information would cause Torrid irreparable harm. Therefore, End User agrees to hold the Proprietary Information in the strictest confidence and shall take all appropriate steps to satisfy such obligation. End User shall limit disclosure of the Proprietary Information to End User's employees on a need-to-know basis who have been advised of the proprietary nature thereof and have been contractually obligated to maintain such confidentiality.
3.4 Torrid System.
End User acknowledges that the Proprietary Information includes the Torrid System and all related information. Therefore, End User covenants and agrees that, in addition to its other obligations under this Section 3, it shall not directly or indirectly, or in whole or in part:
a. Modify or prepare derivative works based on the Torrid System;
b. Disassemble, decompile, or reverse engineer the Torrid Software or in any way attempt to discover or reproduce source code for Torrid Software, or any portion thereof; or
c. Authorize or allow any third party to make copies of Torrid System without Torrid's prior written consent.
The obligations set forth in this Section 3 shall continue for Trade Secrets for as long as such Proprietary Information qualifies as such under applicable law, and all Confidential Information for a period of five (5) years from this Agreement's expiration date under applicable law or after its termination, whichever occurs first.
3.6 Changes in Functionality
End User acknowledges that Torrid has the right to change the Torrid System features and functionality, remove them, limit them, rename them, or discontinue them without any obligation to End User. Torrid reserves the right to add, modify, change, or discontinue the Torrid System at any time and for any reason.
4. Warranty Disclaimers; Remedy Limitations
THIS PRODUCT IS FOR EDUCATIONAL AND ESTIMATING PURPOSES ONLY. IT IS NOT MEANT AS AN EXACT ANALYSIS OF YOUR SITUATION. INFLATION AND INTEREST RATES FLUCTUATE OVER TIME. NO RETURNS ARE GUARANTEED. ANY REQUIRED MINIMUM DISTRIBUTIONS CALCULATIONS OR OTHER CALCULATIONS ARE FOR ESTIMATING PURPOSES ONLY. YOU AGREE THAT NEITHER YOU, NOR YOUR CLIENTS, WILL RELY ON THE RMD ESTIMATES IN TAKING ACTUAL RMD AMOUNTS FROM ACTUAL ACCOUNTS. ALL TORRID SOFTWARE IS PROVIDED "AS IS" WITHOUT SUPPORT OR MAINTENANCE OF ANY KIND FROM TORRID, AND TORRID MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR WRITTEN, WITH RESPECT TO THE TORRID SOFTWARE AND OTHER TORRID PROPRIETARY INFORMATION, AND ITS/THEIR QUALITY, RELIABILITY, OR PERFORMANCE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
5. Liability Limitations
END USER ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL TORRID, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR REPRESENTATIVES, BE LIABLE TO END USER FOR DAMAGES OF ANY KIND OR NATURE OR IN ANY MANNER WHATSOEVER, WITHOUT REGARD TO THE CAUSE OF ACTION AND THE FORM OF DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS OR GOODWILL, OR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS, RESULTING FROM THE USE OR INABILITY TO USE THE TORRID SYSTEM, EVEN IF TORRID HAS BEEN NOTIFIED OF THE POSSIBILITY THEREOF. END USER FURTHER AGREES THAT THE LIABILITY LIMITATIONS SET FORTH IN THIS PARAGRAPH 5 SHALL SURVIVE TERMINATION OF ITS RELATIONSHIP WITH TORRID CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF AN EXCLUSIVE REMEDY.
6. Termination; Effect of Termination
Torrid may terminate this License and all rights to use or possess the Torrid Systems immediately upon End User's failure to comply with any material provision hereof, or for any other reason Torrid deems appropriate. Any provision relating to the confidentiality, security, use, and ownership of Torrid's Proprietary Information shall be deemed a material provision. Upon termination of this License or End User's relationship with Torrid (or its authorized designee) for any reason, End User shall return to Torrid or destroy all materials in any form related to the Proprietary Information, including the Torrid System and all copies thereof; and acknowledges and agrees that its obligations under any provisions which by their content and context are intended to survive termination, including without limitation provisions regarding the protection and security of the Proprietary Information, shall so survive.
7. Governing Law; Equitable Relief.
This License shall be governed by the substantive laws of the State of Georgia, USA and End User agrees to venue in Cobb County, Georgia for any legal disputes that may arise related to this agreement. End User acknowledges that US laws prohibit the export and/or re-export of technical data of US origin, including software, and agrees that it will not export or re-export the Torrid Software. If End User breaches or threatens to breach any provision hereof, which breach jeopardizes the confidential and/or proprietary nature of the Torrid System, in addition to any other remedies it may have at law or in equity, either Torrid Technologies or the applicable Third Party Licensor shall be entitled to a restraining order, injunction, or other similar remedy without any requirement to post bond as a condition of such relief.
Notices and other communications shall be provided by the most efficacious and secure method to Torrid at the following addresses:
Torrid Technologies, Inc.
1860 Sandy Plains Rd., Suite 204-129
Marietta, GA 30066
Or, if our address has changed, the current address listed on our web site at http://www.torrid-tech.com
9. Entire Agreement
This License represents the entire understanding of the parties with respect to the subject matter hereof, and all other understandings and representations, whether oral or written, shall be of no force or effect whatsoever.
10. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
11. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.