BEFORE YOU USE THE SOFTWARE SUBJECT TO THIS AGREEMENT, PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN CERTIFLEX SOFTWARE LLC (“OUR”, “CSLLC”, OR “CERTIFLEX SOFTWARE LLC”) AND YOU (“CUSTOMER”) GOVERNING YOUR USE OF OUR BUSINESS ACCOUNTING SOFTWARE. IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS. BY INSTALLING THE SOFTWARE MEDIA, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.
LICENSE GRANTS: Certiflex Software LLC grants to Customer a nonexclusive and nontransferable license to use CertiflexDimension Ultra (“Software”) for the period of time specified in the “Term” of this agreement, at a single location on up to the number of computer workstations owned or leased by Customer for which Customer has paid a license fee (“Permitted Number of Workstations”).
Customer may only use the programs contained in the Software for which Customer has paid a license fee. Customer grants to CSLLC or its representative(s) the right to examine its books, records and accounts during normal business hours to verify compliance with the above provisions. In the event such audit discloses Customer is in violation of single location or Permitted Number of Workstations, Customer shall promptly pay CSLLC the appropriate license fee for the additional locations and/or workstations. At CSLLC’s option, CSLLC may terminate this license for failure to pay the required license fee.
LICENSE RESTRICTIONS: Customer may make one (1) archival copy of the Software provided Customer affixes to such copy all copyright, confidentiality, and proprietary notices that appear on the original.
Except as expressly authorized above, customer shall not copy, modify, reverse compile, or reverse assemble all or any portion of the Software; or rent, lease, sell, distribute, or create derivative works thereof.
Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of CSLLC. Customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without prior written consent of CSLLC. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with CSLLC.
LIMITED WARRANTY: The Software is licensed on an annual basis with the purchase of an “Annual Software License (“ASL”). CSLLC warrants that for the period inclusive of the period covered by the ASL: (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software substantially conforms to published specifications. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to Customer as the original licensee. Customer’s exclusive remedy and the entire liability of CSLLC under this limited warranty will be, at CSLLC’s option, repair, replacement, or refund of the purchase price of the Software if reported and, upon request, returned to CSLLC. In no event does CSLLC warrant that the Software is error free or that Customer will be able to operate Software without problems or interruptions.
This warranty does not apply if the Software (a) has been altered, except by CSLLC, or (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by CSLLC.
Except as specified in this warranty, all express or implied conditions, representations, and warranties including, without limitation, any implied warranty of merchantability or fitness for a particular purpose, are hereby excluded to the extent allowed by applicable law.
This warranty does not apply to any software made available for testing or demonstration purposes, any temporary software modules, or any software for which CSLLC does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.
LIMITATIONS OF REMEDIES: In no event will CSLLC be liable for any lost revenue, profit, or special, indirect, consequential, incidental, or punitive damages however caused and regardless of the theory of liability arising out of the use of, or inability to use, the Software even if CSLLC has been advised of the possibility of such damages. In no event shall CSLLC’s liability to Customer, whether in contract, tort including negligence, or otherwise, exceed the license fee paid by Customer.
TERMS: CertiflexDimension Ultra is not sold, it is licensed as a subscription with an “Annual Software License”. Upon payment of an annual License fee, Customer shall be granted a one (1) year license to use the Software. At the end of the licensed term, a new ASL agreement is required to continue to operate the Software. You may terminate this License at any time by ceasing all use of the Services or by notifying us. We may terminate this License, at any time, without notice to you, if we believe, in our sole judgment, that you have breached or may breach any term or condition of this License. You agree that termination of this License will not relieve you of any obligation to pay any remaining portion of your contract. You shall be charged the full amount of the fee for the remaining contract period. Upon termination of License, access to software will be suspended immediately. Certiflex Software LLC will not be held liable for any lost profits, time or data incurred by Customer due to termination of service.
THIRD PARTY SOFTWARE: Software may contain third-party software requiring notices and/or additional terms and conditions. Such third-party software notices and/or additional terms and conditions are made a part of and incorporated into this agreement.
GENERAL: This License shall be governed by and construed in accordance with the laws of the State of Texas as if performed wholly within the state and without effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of the License shall remain in full force and effect. This License constitutes the entire License between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written.
CONTACT: If you have concerns or questions relating to this Agreement, please contact Certiflex Software LLC at firstname.lastname@example.org or via phone at 1-800-237-8435.
ACKNOWLEDGEMENT: The computer software and related documentation identified individually and collectively on this agreement is furnished under license and may be used only in accordance with the terms of such license.
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