End user agreement for Appointment Scheduling Software
SOFTWARE LICENSE AGREEMENT
1. Limited Use License
If you do not agree to the terms of this agreement, DO NOT INSTALL the software.
Selent and Associates, Inc and its legal successors, the licenser, grants to you the end user organization, a perpetual non-exclusive license to use the copy of the software program(s) provided to you (the "Software") for your own internal corporate purposes in accordance with the following terms and conditions. The number of individual end-users within your organization entitled to use the Software to create or edit (read/write) data shall not exceed the number of end-users specified at the time the license was purchased, or subsequently purchased. End user organizations may use the Evaluation Version of Software within the limitation on the number of users only during the evaluation period. You may not continue using it beyond the trial period unless you purchase a license agreement. This agreement supersedes any prior version license and governs your use of the Software.
This License is not a sale of the Software or a sale of a copy of the Software. SELENT retains title and ownership of the Software delivered by electronic medium or recorded on the original media delivered to you and all copies made regardless of the form or media on or in which the original or any copy may exist. SELENT is selling to you the physical media, if any, on which the Software is delivered and licensing you to use for limited purposes the Software. SELENT retains all other rights in the Software and associated documentation delivered, in paper or electronic form, with the Software (the "Documentation")..
The Software and the Documentation are subject to copyright protection. SELENT hereby permits the Licensee to make copies of the Software and the Documentation for its own internal, archival purposes only provided that such copies of the Software and/or Documentation remain within the possession and control of the Licensee, copyright notices are replicated or remain affixed or embedded in the Software and/or Documentation, and you do not take credit for or re-sell the Software and/or Documentation. SELENT holds and retains all worldwide rights, title and interests, including without limitation, copyright, in and to Software, and its third party suppliers from whom SELENT has licensed portions of the Software. Such suppliers are expressly understood to be beneficiaries of the terms and provisions of this Agreement. All rights not expressly granted are reserved by SELENT or its suppliers.
4. Express Restrictions on Use and Transfer
You may not and your employees, sub-contractors, or anyone affiliated with you or your company may not:modify, adapt or create other works based upon the Software or the Documentation; upon upgrading (if applicable) of the Software, all copies of the prior version must be destroyed, and cannot be given, transferred, or used by other individuals or organizations;modify, reverse engineer, decompile, create other works from, make any attempt to discover the source code of the Software, or disassemble the Software; post or upload the Software other than the Evaluation Version to any electronic bulletin board, on-line service or other electronic network accessible by third parties, rent, sublicense, or otherwise distribute the Software or Documentation, or any rights therein to any person or entity; including, but not limited to "Active Server Pages";
In the event that you have received an evaluation version of the Software ("Evaluation Version"), you are authorized to distribute the Evaluation Version to third parties provided that you make the third party aware it is an evaluation version only and is subject to these licensing terms. If you wish to transfer the Software other than the Evaluation Version to a third party, you must first notify SELENT, destroy all back-up or archival copies of the Software and then have the transferee provide SELENT with an acknowledgment of the terms of this License Agreement.
This License is effective until terminated. You may terminate the license at any time by removing or deleting the Software from all computers into which the Software has been installed or transferred, destroying or returning to SELENT all copies of the Software on disc or other media and, if requested by SELENT, providing with an officer's certificate attesting to the foregoing. This License will be terminated by SELENT immediately and without notice in the event that you fail to comply with any term or condition hereof. Upon any termination, you will return to SELENT, at your expense, the Software and Documentation and any copies thereof whether or not the copying was authorized hereunder and remove or delete the Software from the memory of the computer into which the Software has been transferred.
6. Limited Warranty and Disclaimer of Liability
The Software is licensed "as is". However, in the event that you have received the Software from on a physical media, SELENT warrants the media on which the Software resides to be free from defective materials or workmanship in normal use for one (1) year from the date of original purchase. If a defect appears during the warranty period, return the media to SELENT, for a replacement (shipping charges may be incurred). No dealer, company or person is authorized to expand or alter any portion of these warranties or this Agreement, and such representation will not bind SELENT.
APART FROM THE FOREGOING, THERE ARE NO OTHER OR FURTHER REPRESENTATIONS, WARRANTIES, PROMISES OR GUARANTEES. ANY IMPLIED WARRANTIES COVERING THE DOCUMENTATION, THE MAGNETIC MEDIA OR THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVED BY THE END-USER. IN NO EVENT SHALL BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES INCLUDING LOSS OF PROFIT OR DAMAGES FOR BUSINESS INTERUPTION. The maximum liability of in the event that any of the above limitations are held unenforceable shall not exceed the license fee paid by you, regardless of the form of any claim.
Termination by SELENT will not limit any of its other rights or remedies under this Agreement or at law or in equity. Any provision of this Agreement that by its sense and context is intended to survive termination of this Agreement will survive termination.
This Agreement, together with any special rights or promotions provided in writing with your copy of the Software, is the entire agreement between you and SELENT relating to the Software. It supersedes any prior or contemporaneous oral or written communication relating to the Software.
Controlling Law and Severability. This License shall be governed by and construed in accordance with the laws of the United States and the State of Florida. If for any reason a court of competent jurisdiction finds any provision of this License, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties and the remainder of this License shall remain in full force and effect. Any cause of action with respect to must be instituted within one year after the claim or cause of action has arisen or be barred.
Both the license and your right to use the Software terminate automatically if you violate any part of this Agreement.
In the event of termination, you must immediately destroy all copies of the Software and Documentation or return
them to SELENT.
You may not allow anyone to do anything that this Agreement prohibits you from doing.
This License Agreement shall enure to the benefit of Selent and Associates, Inc, and its successors and assigns.
SUPPORT: SELENT will attempt to answer your technical support requests concerning the Software;
however, this service is offered on a reasonable efforts basis only, and SELENT may not be able to resolve every
support request. SELENT supports the Software only if it is used under conditions and on operating systems for
which the Software is designed. For support requests, contact SELENT via email; fax; or phone as indicatedin the
Documentation or Help section of the software. IN NO EVENT WILL SELENT OR ITS SUPPLIERS
BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONTINGENT, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND RESULTING FROM THE DELIVERY OF TECHNICAL SUPPORT SERVICES OF ANY
KIND. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGE TO YOUR COMPUTER EQUIPMENT AND THE LOSS OF YOUR DATA.
Confidentiality. and all Materials provided by SELENT under this License are confidential and proprietary to SELENT. You agree to hold them in confidence, not to use them other than in connection with and the performance of this License.
You agree to defend and indemnify SELENT AND ASSOCIATES, INC against all claims, losses, liabilities, damages, costs and expenses, including attorney's fees, which SELENT AND ASSOCIATES, INC may incur in connection with your breach of this Agreement.