by ProSolutions Software
END USER LICENSE AGREEMENT
This document is an agreement between you, the end user (“Licensee”) and Prosolutions Software, Inc. (“PSI”). By clicking the “I Agree” button on this form, you represent that you are authorized to accept the terms of this agreement on behalf of yourself and/or the organization that you represent and agree to be bound by the terms of this agreement (the “License”).
If you do not agree to the terms hereof, click the “I Don’t Agree” button on this form and promptly return the program package and all of its contents to the place where you obtained them for a full refund or credit.
- GRANT OF LICENSE. In consideration of payment of a monthly license fee, you, the Licensee, are granted a non-exclusive, non-transferable, non-sublicenseable license to use and display this copy of this software program (the “Software”) for internal purposes only, on a single computer (a single CPU, at a single location). If the single computer on which you use the Software is a multiuser system, the license covers all users on that single system.
- OWNERSHIP OF SOFTWARE. All rights, title, interest in, and ownership of the Software not specifically granted to Licensee herein, regardless of the form or media in or on which the original and other copies may exist, shall remain the sole property of PSI. This License in not a sale of the original Software or any copy. The Software contains proprietary information that is protected by copyright and trade secret rights, and constitutes valuable property of its owner. You acknowledge that the Software is disclosed to you only for your use under the terms of this License and that you do not acquire any rights of ownership in the Software.
- COPY RESTRICTIONS. The Software and any accompanying written materials are subject to copyright protection. Unauthorized copying of the Software, including Software that has been modified, merged or included with other software, or of the written materials, is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this License. Subject to these restrictions, you may copy the Software solely for backup purposes. You must reproduce and include the copyright notice on the backup copy.
- USE RESTRICTIONS. As Licensee, you may physically transfer the Software from one computer to another, provided that the Software is used on only one computer at a time. You may not electronically transfer the Software from one computer to another over a network. You may not distribute copies of the Software or accompanying written materials to others. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software or any written materials.
- TRANSFER RESTRICTIONS. The Software is licensed only to you, the Licensee, and may not be transferred to anyone without the prior written consent of PSI. Any authorized transferee of the Software shall be bound by the terms and conditions of this Agreement. In no event may you transfer, assign, rent, lease, sell, or otherwise dispose of the Software on a temporary or permanent basis, except as expressly provided herein.
- TERMINATION. This License is effective until terminated by either party. This License will terminate automatically without notice from PSI if you fail to comply with any provisions of the License and/or fail to pay monthly License fees to PSI. Upon termination, you shall destroy the written materials and all copies of the Software, including modified copies, if any.
- TEXT MESSAGING TERMS AND CONDITIONS. Licensee shall at all times comply with FTC and FCC rules and regulations, applicable state laws, and any other applicable laws and/or regulations when using the SMS text messaging function of the Software. Licensee shall also adhere to the Mobile Marketing Association policies, guidelines and codes of conduct regarding SMS mobile marketing. Licensee shall ensure that all content and materials of any transmitted SMS text message does not and will not contain material that: (1) is inappropriate, such as profane language, illicit drug references, or promoting illicit drug use; (2) is unlawful, obscene or defamatory; (3) violates intellectual property rights or other third party rights; (4) is false, misleading, or likely to mislead or deceive; (5) contains sexually explicit images; (6) promotes violence or discrimination; or (7) facilitates illegal activities. Licensee must provide users with information on how to “opt-out” of receiving messages from Licensee in any message sent to any recipient. For commercial messages that primarily advertise or promote a commercial product or service, the first message shall include, at a minimum, all of the following items: (1) Licensee identifier/name; (2) short description of the service; (3) number and frequency of messages; (4) charging information; (5) opt-out instructions; (6) contact information; and (7) where to get assistance/URL. Example:
Business name. Max 6msgs/wk; Std msging chrgs apply; PLS rply “GO” 2 confirm u want discount offers. STOP=Opt-out. Visit [insert URL] for more information.
Licensee is solely responsible for providing all information to users necessary to enable such end users the ability to opt-in to receive any commercial messages and to enable end users to opt-out if they no longer wish to receive text messages. Licensee represents and warrants that it will only send and continue to send text messages to persons that have opted-in to receive such text messages and have not subsequently opted out. Licensee shall not access or use any third party mailing lists or otherwise prepare or distribute any unsolicited messages in connection with the use of the Software. Contravention of any of the foregoing may result in termination of this License and/or disablement of Licensee’s short code on supporting wireless carriers.
- EMAIL TERMS AND CONDITIONS. Licensee shall at all times comply with FTC and FCC rules and regulations, applicable state laws, and any other applicable laws and/or regulations when using the email function of the Software. Licensee shall ensure that all content and materials of any transmitted email message does not and will not contain material that: (1) is inappropriate, such as profane language, illicit drug references, or promoting illicit drug use; (2) is unlawful, obscene or defamatory; (3) violates intellectual property rights or other third party rights; (4) is false, misleading, or likely to mislead or deceive; (5) contains sexually explicit images; (6) promotes violence or discrimination; or (7) facilitates illegal activities. Licensee shall also ensure that use of the email function complies with the following: (1) all email messages contain accurate “from” lines, relevant, non-deceptive subject lines, a legitimate physical address of the publisher/advertiser, and a visible and operable unsubscribe mechanism; (2) consumer opt-out requests are honored within 10 business days; and (3) opt-out lists are only used by Licensee for compliance purposes. Licensee is solely responsible for providing all information to users necessary to enable such end users the ability to opt-out if they no longer wish to receive email messages. Licensee represents and warrants that it will only send and continue to send email messages to persons that have not opted out of receiving such email messages. Contravention of any of the foregoing may result in termination of this License.
- WARRANTY DISCLAIMERS. LICENSEE ASSUMES ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE AN INTENDED RESULT AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE SOFTWARE. PSI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- LIMITATION OF LIABILITY. PSI SHALL NOT BE HELD LIABLE FOR ANY ACT OF ORDINARY AND/OR GROSS NEGLIGENCE BY ANY PSI OWNER, AGENT AND/OR EMPLOYEE IN RELATION TO LICENSEE’S USE OF THE SOFTWARE INCLUDING, BUT NOT LIMITED TO, PROGRAMMING, TRAINING AND/OR TECHNICAL SUPPORT SERVICES.
- LIMITATION OF DAMAGES. IN NO EVENT WILL PSI BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM USE OF THE SOFTWARE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE AND/OR INABILITY TO USE THE SOFTWARE, EVEN IF PSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PSI’S TOTAL LIABILITY TO LICENSEE FOR ANY AND ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
- GENERAL. This License is governed by the laws of the State of California. Any dispute between you and Company regarding this Agreement will be subject to the exclusive venue of the state and federal courts in the state of California. This License is the entire agreement between Licensee and PSI for the use of the Software and supersedes all prior agreements or understandings whether written or oral, regarding that subject matter.