Software License Agreement for BizproEZ® Software
Thank you for selecting BizproEZ Business Software. This Software License Agreement (the “Agreement”) gives you certain rights and responsibilities depending on the software product license you purchased or subscribed to, as more fully described below (the “Software”). This Agreement governs you and your agents’ access to and use of the software. If you do not accept this Agreement, you will not be able to use the Software. You may print this Agreement by clicking on the print button located on the screen where this Agreement is displayed.
1. LICENSE GRANT AND RESTRICTIONS. BizproEZ, LLP (“BizproEZ”, “us”, “we”, “our”) grants you (“you” and “your” means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement.
i) Single User License and Single User Add On Pack Purchasers. You may install the Software on one computer or one user account. If you purchased a valid license for the Software and received an Authentic BizproEZ CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.
(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of user licenses you purchased; (b) place a copy of your software data files on a network for access by licensed users; and (c) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users.
(iii) Trial Versions. In connection with the foregoing license grant: (a) you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and (b) according to the license grants above in Section 1 (i) for a single user license or (ii) if you are using more than one copy of the trial version of the Software. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE.
(iv) Monthly Membership Fee. BizproEZ Business Software is a downloadable software application that is installed onto your computer. BizproEZ requires a monthly membership fee for continual use of the application and add-ons, including but not limited to all estimating packages. Membership fees are established at the time of the most recent renewal and will not increase from month-to-month or year-to-year as long as membership remains active and not cancelled or suspended. Membership can be cancelled or suspended at any time. Unpaid membership means BizproEZ Business Software and features or add-ons of BizproEZ will no longer operate. If cancelled or suspended, membership can be renewed at any time. Renewed or reactivated membership is subject to monthly fees at the time of renewal. Monthly membership allows the following option: (a) Pay online on a month to month basis, (b) BizproEZ will automatically charge your credit card on a month-to-month basis (i.e. automatic reoccurring monthly charges), (c) pay in advance. Monthly membership includes free email technical support, free updates.
(v) Add-on Packages and Estimating Packages: Add-on packages may be available for BizproEZ. Add-on packages not produced by BizproEZ are not supported by BizproEZ. BizproEZ add-on packages may incur additional costs or one time fees. Please read the payment terms and purchase options before purchasing an add-on package.
(vi) Copyright And Restrictions: You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or license (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section 1 (ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i) or (ii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of BizproEZ Business Software or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by BizproEZ and may be subject to a transfer fee determined by BizproEZ in its sole discretion.
In addition to the BizproEZ Business Software, the term “Software” includes any other programs, tools, internet-based services, components and any “updates” (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that BizproEZ provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that BizproEZ generally makes available to other users of the Software. However, Upgrades to the Software are only made available to subscribers as set forth in this Agreement. Certain Software may be accompanied by, and will be subject to, additional terms.
(vii) Emailing System: Emails sent through BizproEZ Business Softare's emailing system will have a notice at the bottom showing the recipient the email was generated by BizproEZ Business Software. BizproEZ Business Software may not be used for sending spam or unauthorized emails. Using BizproEZ Business Software for such purposes may result in the loss of the user license by BizproEZ. Loss of licensing shall in no way constitute reason for reimbursement of payment made.
2. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed, not sold and BizproEZ reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. BizproEZ and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of BizproEZ.
3. PRIVACY. For details about BizproEZ's privacy policies, please refer to the BizproEZ Privacy Statement contained either in the Software, or the privacy policy link on the BizproEZ website relating to the Software product you purchased. You agree to be bound by the applicable BizproEZ privacy policy, as it may be amended from time to time in accordance with its terms.
4. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED, THE SOFTWARE, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE OR SERVICES ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIZPROEZ, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, CDROMS AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. BIZPROEZ DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. FURTHER, BIZPROEZ DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
THE SOFTWARE AND ANY RELATED SERVICES OR CONTENT ARE DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT BIZPROEZ AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. BIZPROEZ EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS, FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO KEEP ABREAST OF CHANGES IN LAWS, REGULATIONS AND ACCOUNTING PRACTICES THAT AFFECT YOU AND YOUR BUSINESS.
All warranties or guarantees given or made by BizproEZ with respect to the Software (a) are solely for the benefit of you as the registered user of the Software and are not transferable, and (b) shall be null and void if you breach any term or condition of this Agreement.
5. LIMITATION OF LIABILITY AND DAMAGES. YOU AGREE THAT IN NO EVENT WILL BIZPROEZ BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF BIZPROEZ AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE AND, IF SUCH LIABILITY ARISES FROM OR RELATES TO A SUBSCRIPTION TO A BIZPROEZ SERVICE, THEN SUCH LIABILITY SHALL BE LIMITED TO THE AMOUNT OF UP TO THREE (3) MONTHS OF BIZPROEZ SERVICE FEES PAID BY YOU, UNLESS OTHERWISE SEPARATELY AGREED BY BIZPROEZ IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIZPROEZ AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET BIZPROEZ’S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF BIZPROEZ, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN BIZPROEZ AND YOU. BIZPROEZ WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.
6. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (“CONSENT”).
(a) Consent to Electronic Communications. BizproEZ may be required by law to send “Communications” (as defined below) to you that may pertain to the Software, the use of information you may submit to BizproEZ, and the Third Party Services you choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that BizproEZ, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as www.bizproez.com. You consent to receive these Communications electronically.
The term “Communications” means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and the Third Party Services.
(b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically, and our agreement to do so, applies to this Agreement, the Software and any applicable Third Party Services.
(c) Communication Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, and Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "I accept the terms of the license agreements" button and accepting this Agreement, you are confirming to us that you have each of these and the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.
(d) Changes to Your Email Address. In order to provide you with the Communications, you agree to notify us promptly of any change in your email address. You can do so by accessing your account at https://www.bizproez.com and following the instructions to submit a comment to BizproEZ (please include both your old and new email addresses).
(e) Application Error Consent; BizproEZ strives to create an error free application. This takes time and communication so our technical department knows what may trigger an error. Errors are normally non-threatening and will not damage the BizproEZ database or affect your records in any way. Some errors may require an automatic restart of the application and some may not. Either way, unless opted out from the company settings, all errors will be sent to the BizproEZ support team along with your company name, company phone number and the users logged in name. No other customer records or financial information will be sent to BizproEZ. BizproEZ will use the information sent for no other reason than to address the error.
(f) Application Update Consent; BizproEZ is continually improving our software by adding new features and correcting bugs. It is up to you, the user, to keep your version of BizproEZ business software up-to-date by allowing these updates to be installed. Update notifications may or may not be emailed. BizproEZ will notify you of updates when you log on via a host computer or server. It is your responsilibilty to log on to BizproEZ periodically through the host computer or server and to allow the update to run when the prompt is given. BizproEZ DOES NOT SUPPORT SOFTWARE THAT HAS GONE OVER SIX (6) MONTHS WITHOUT AN UPDATE. If you do not have a copy of BizproEZ a server where the database is installed, additional charges may occur to have the update code and instructions sent to you.
7. MISCELLANEOUS. Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between you and BizproEZ and sets forth the entire liability of BizproEZ and its suppliers and your exclusive remedy with respect to the Software, BizproEZ Services, and Third Party Services and their use. The Suppliers, agents, employees, distributors, and dealers of BizproEZ are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on BizproEZ. This Agreement will be governed by Pennsylvania law as applied to agreements entered into and to be performed entirely within Pennsylvania, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Montgomery County, Pennsylvania or federal court for the Eastern District of Pennsylvania. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. This Agreement does not limit any rights that BizproEZ may have under trade secret, copyright, patent or other laws.
8. TERMINATION AND AMENDMENT. Your rights under this Agreement may be terminated by BizproEZ immediately and without notice if you fail to comply with any term or condition of this Agreement or no longer consent to receipt of electronic Communications. Upon such termination, you must immediately cease using the Software and any Service, and delete or destroy all complete and partial copies of the Software, including all backup copies. Any termination of this Agreement shall not affect BizproEZ’s rights hereunder. BizproEZ shall have the right to change or add to the terms of its Agreement at any time (provided that it is not BizproEZ’s intent that such change substantially affect the license rights granted to you in Section 1 and for which consideration was paid by you), and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software or Services (including internet based services, pricing, technical support options, and other product-related policies) upon notice by any means BizproEZ determines in its discretion to be reasonable, including sending you an email notification or posting information concerning any such change, addition, deletion, discontinuance or conditions in the Software or on any BizproEZ sponsored web site, including www.BizproEZ.com.
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