EULA
Our End User License Agreement
Most up to date version can always be found on out website at http://www.SMForce.net/Privacy
IMPORTANT READ CAREFULLY Read the terms and conditions of this EULA before installing, copying, or otherwise using any SMFORCE product. This End-User License Agreement (EULA) is a legal agreement between you, (Customer or you), and SMFORCE , LLC (SMFORCE). This EULA is valid and grants the end-user rights only if the software is genuine and was purchased from SMFORCE or an authorized reseller. This EULA pertains to all SMFORCE software and products, including electronic downloads, CD-Roms, diskettes, associated media, printed materials and electronic documentation. BY CLICKING I ACCEPT, INSTALLING, COPYING, OR OTHERWISE USING ANY PART OF THE ABOVE SOFTWARE OR ANY ASSOCIATED MEDIA, PRINTED MATERIALS, OR ANY ONLINE OR ELECTRONIC DOCUMENTATION (THE SOFTWARE), YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. If you do not agree to the terms of this EULA, promptly contact SMFORCE for instructions on return of the unused product(s) for a refund in accordance with SMFORCE's return policies. The term Computer used herein shall mean the Hardware, if the Hardware is a single computer system, or shall mean the computer system in which the Hardware operates if the Hardware is a computer system component.
1. Grant of Non-Exclusive, Limited License Provided you have paid all applicable fees, registered the software with SMFORCE and otherwise complied with this License Agreement, SMFORCE grants you the following:
1.1 Installation and use. Except as otherwise expressly provided in this EULA, you may install and use one copy of the Software on a single Computer. THE SOFTWARE MAY NOT BE INSTALLED, ACCESSED, DISPLAYED, RUN, SHARED, OR USED CONCURRENTLY ON OR FROM DIFFERENT COMPUTERS, INCLUDING A WORKSTATION, TERMINAL OR OTHER DEVICE. If you purchase multiple computer Licenses for the Software from SMFORCE, the Software may be installed, accessed, displayed, run, shared, or used concurrently on or from different computers, provided that each individual user accessing the software has a valid Software License used only by that individual.
1.2 Software Transfer. The Software may not be shared or used concurrently on different computers. The initial licensee of the SOFTWARE PRODUCT may make a one-time permanent transfer of this EULA and SOFTWARE PRODUCT only directly to an end-user. This transfer must include all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, and this EULA). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such a one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and SOFTWARE product.
1.3 EULA Grant for Remote Desktop. You may use remote access technologies to access and use your licensed copy of the Software, provided that only the primary user of the device hosting the remote desktop session access and uses the software with a remote access device. These remote desktop rights do not permit you to use the Software on both the device hosting the remote desktop session and the access device at the same time.
1.4 EULA Grant for Remote Assistance. You may permit any device to access and use your licensed copy of the Software for the purpose of providing you with technical support and maintenance services.
1.5 EULA Grant for Documentation. The documentation that accompanies the Software is licensed for internal, non-commercial reference purposes only.
1.6 EULA Grant for Templates. This Software includes templates. You may copy and modify the templates available as part of the SMFORCE software that accompanies this EULA and distribute such templates along with your modifications for use by other licensees of the software. YOU MAY NOT SELL, RESELL, LICENSE, RENT, LEASE, LEND, OR OTHERWISE TRANSFER FOR VALUE, THE TEMPLATES. You may not copy or post any templates on the Internet or broadcast it in any media. You must indemnify and defend SMFORCE against any claims or lawsuits, including attorneys' fees, that arise from or result from the modifications to templates by you.
1.7 Back-up Copy. You may make a single back-up copy of the software. You may use one back-up copy of the software solely for your archival purposes and to reinstall the software on the computer. You may not otherwise make copies of the software, including the printed materials that accompany the software. YOU MAY NOT LOAN, RENT, LEASE, LEND, OR OTHERWISE TRANSFER THE CD OR BACK-UP COPY TO ANOTHER USER.
2. Reservation of Rights and Ownership SMFORCE reserves all rights not expressly granted to you in this EULA. This is a license agreement and not an agreement for sale. SMFORCE continues to own the copy of the software and all other copies that you are authorized by this agreement to make. The Software is protected by copyright and other intellectual property laws and treaties. SMFORCE owns the title, copyright, and other intellectual property rights in the Software. This EULA does not grant you any rights to trademarks or service marks of SMFORCE. Nothing in this agreement constitutes a waiver of SMFORCE's rights under U.S. Copyright law, International Treaty Provisions, or any other federal or state law.
3. Limitations on Reverse Engineering, Decompilation, and disassembly. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
4. Appropriate Use This software is not meant to be, nor does it constitute legal or business advice. None of these contracts, forms and templates should be used without appropriate customization and advice from properly licensed legal counsel familiar with the law that may apply to your circumstances. SMFORCE takes no responsibility for the applicability of these materials for the particular transaction you will be undertaking. SMFORCE , LLC. WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, ARISING IN TORT, NEGLIGENCE, CONTRACT OR OTHERWISE, IN CONNECTION WITH THE USE IN ANY MANNER OF THE CONTENTS OF THESE MATERIALS.
5. Upgrades To use software identified as an upgrade, you must first be licensed for the software identified by SMFORCE as eligible for the upgrade. After installing the upgrade, you may no longer use and you may not transfer the original that formed the basis for your upgrade eligibility, except as part of the upgraded software.
6. Separation of Components The Software is licensed as a single product. ITS COMPONENT PARTS MAY NOT BE SEPARATED FOR USE ON MORE THAN ONE COMPUTER.
7. Termination Without prejudice to any other rights, SMFORCE may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the software and all of its component parts.
8. Limited Warranty
8.1 Limited Warranty Conditions. SMFORCE grants you a Limited Warranty that the software will materially conform to the documentation and User Guide for ninety (90) days, following your receipt of the Software. This is your only Warranty. SMFORCE does not warrant that this software will meet your requirements. SMFORCE excludes and expressly disclaims all express and implied warranties not stated herein, including the implied warranties of merchantability and fitness for a particular purpose. If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer or it, you also have an implied warranty or condition, but only as to defects discovered during the period of this limited warranty (ninety days). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY-DAY PERIOD, THERE IS NO WARRANTY OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition may last, so this statement may not apply to you.
8.2 Warranty for Supplements and Updates. Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety-day period are not covered by any warranty or condition, express, implied, or statutory.
8.3 Limitation on Remedies; no Consequential or Other Damages. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except as for any refund elected by SMFORCE, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet the Manufacturer's Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 10 (Exclusion of Incidental, Consequential, and Certain Other Damages) are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction.
8.4 Your Exclusive Remedy. SMFORCE's entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA, or for any other liability relating to the Software shall be, at SMFORCE's option from time to time exercised subject to applicable law
(a) return of amount paid (if any) for the Software in accordance with SMFORCE's return policies, or
(b) repair or replacement of the Software that does not meet this Limited Warranty and that is returned to SMFORCE with a copy of your invoice at the address specified by SMFORCE. You will receive the remedy elected by SMFORCE without charge, except that you are responsible for any expenses specified in SMFORCE's warranty remedy documentation. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty days, whichever is longer, and SMFORCE will use commercially reasonable efforts to provide you remedy within a commercially reasonable time of your compliance with SMFORCE's warranty remedy procedures.
9. Disclaimer of Warranties SMFORCE's entire liability to you for any losses shall be limited to the amount you originally paid for the software if any. In no event shall SMFORCE be liable for any indirect, special, incidental, punitive, or consequential damages (including loss of profits) even if SMFORCE has been advised of the possibility of such damages. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, SMFORCE provides the Software and support services WITH ALL FAULTS, and hereby disclaims all other warranties and conditions, whether express, implied, or statutory, including, but not limited to, any (if any) implied warranties, duties, or conditions, of merchantability, of fitness for a particular purpose, or reliability or availability, of accuracy or completeness of response, or results, of workmanlike effort, of lack of viruses, and of lack of negligence, all support or services, information, software, and related content through the Software or otherwise arising out of use of the software. Also, there is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description or noninfringement with regard to the software.
10. Exclusion of Incidental, Consequential, and Certain Other Damages TO THE MAXIMUM EXTENT PERMITTED BY ALL APPLICABLE LAW, IN NO EVENT SHALL SMFORCE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGE FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY OR GOOD FAITH OR REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OF OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, AND EVEN IF SMFORCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Limitation of Liability and Remedies NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE) THE ENTIRE LIABILITY OF SMFORCE UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER (EXCEPT FOR ANY REMEDY OF REPAIR OR REPLACEMENT ELECTED BY SMFORCE WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER AMOUNT OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR U.S. $5.00. The foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
12. Entire Agreement; Servability. This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and SMFORCE relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable, or illegal, the other provisions shall continue in full force and effect.
13. Notice: Specifications Subject to Change Unless otherwise provided by written agreement with SMFORCE , LLC, this publication is provided as is without warranty of any kind, expressed or implied, including, but not limited to, the implied warranties of merchantability of fitness for a particular purpose. Some states do not allow disclaimer of expressed or implied warranties in certain transactions, so this statement may not apply to you. While reasonable efforts have been made to assure the accuracy of this documentation, in no event will SMFORCE , LLC be liable for direct, indirect, special, incidental, or consequential damages resulting from any defect in the publication or the associated software. SMFORCE , LLC reserves the right to change this document at any time without obligation to notify anyone.