PLEASE READ THIS END USER LICENSE AGREEMENT (HERETO REFERRED TO AS “EULA” or “LICENSE”) CAREFULLY. BY CLICKING “I AGREE” OR TAKING ANY STEP TO DOWNLOAD, SET-UP, INSTALL OR USE ALL OR ANY PORTION OF THIS PRODUCT AND ASSOCIATED FILES YOU AND YOUR COMPANY ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA. IF YOU ACQUIRE THE PRODUCT FOR YOUR COMPANY’S USE YOU REPRESENT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE WHO HAS THE AUTHORITY TO LEGALLY BIND YOUR COMPANY TO THE “EULA” (HERETO REFERRED TO AS “”USER””).THIS “EULA” IS MADE WITH THE SOFTWARE GROUP INC, THE SOFTWARE NAME IS “SIMPLECONSIGN” DBA AS “TRAXIA” (HERETO REFERRED TO AS “TRAXIA”, or “LICENSOR”)ANY REFERENCE TO EITHER NAME IS REPRESENTATIVE OF THE SAME ENTITY IN THIS EULA, LOCATED AT 2120 Forum BLVD, SUITE 3, COLUMBIA, MISSOURI 65203
Scope of LICENSE
“SimpleConsign” is a Web based Point of Service System (Software As A Service) designed to simplify the tracking of daily business activity, and includes all modifications, enhancements, improvements, updates, and additions, derivative works, documentation and related material.
NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:
1. This “EULA” grants a non-exclusive, non-transferable right to use “SimpleConsign” on a month-to-month basis solely for the “USER” internal use only. Authorized “USER” is limited to Owners, Managers and Employees. “SimpleConsign” is sold as a Month-To-Month service and is paid for on a month-to-month basis, and stays in force as long as the “USER” pays the agreed upon monthly fees. By using the program past your trial period, you are authorizing us to withdraw a monthly payment from the electronic ACH/Credit Card Authorization Form. This will apply whether or not you sign or e-sign for the service. The full monthly fee will be due by the “USER” for any portion of service rendered within a monthly period. “USER” data will remain the property of the “USER” and will be retrievable only while the account is active.
Consent to Use Data: This agreement will in no way hinder Traxia from using any or all of the data in conjunction with the data of other customers to improve the SimpleConsign program. “User” agrees to allow Traxia to collect technical information about the “USER” devices, systems, application software, and peripherals that are gathered to facilitate product support and other services available to the “USER”. This includes but is not limited to mining the data, to build a historical and intuitive data base of all activity in the program. In case of termination of the month-to-month “LICENSE” by the “USER” the “USER” may be charged a handling fee to return the data. The format of the data will be at the full discretion of “TRAXIA”. This “EULA” does serve as the only “LICENSE “between the “USER” and “TRAXIA”.”TRAXIA” does reserve the right to terminate this “LICENSE “for any reason without written notice.
2. “USER” may notify “TRAXIA” of all problems and ideas for enhancements which come to the “USER” attention during the period of this “EULA”, and hereby assigns to “TRAXIA” all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights. Neither party shall be responsible for delay or failure in performance resulting from acts beyond the control of either party, including, but not limited to: an act of God; an act of war, riot, epidemic, fire, flood, other disasters; or an act of government. Any non-payment will always result in termination of the “SimpleConsign” service.
3. “USER” agrees that the code or information is the sole property of “TRAXIA” and includes valuable trade secrets of “SimpleConsign”. “USER” agrees to treat “SimpleConsign” as confidential and will not offer access to any other party for current or future development without the express written authorization of “TRAXIA”:
(a) Demonstrate, copy, sell or market the “SimpleConsign” or future versions to any third party; or competitor, or
(b) Publish or otherwise disclose information relating to performance of “SimpleConsign” or produced using “SimpleConsign” to any third party; or
(c) Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate “SimpleConsign” or any portion thereof. “USER” may not use the “SimpleConsign” Application or any portion thereof in any manner not authorized by this “EULA”. The “USER” may not publish, display, disclose, rent, sell, lease, modify, loan, sublicense, distribute, download or create derivative works based on the “SimpleConsign” Application or any part thereof. The “USER” may not reverse engineer, decompile, translate, adapt or disassemble the Application or any portion thereof nor attempt to create the source code from the object code for the Application.
“USER” may not evade or attempt to evade the security of the “SimpleConsign” Application or “LICENSOR” network or use the application in any manner not contemplated by this “LICENSE” or any documentation available for use by Authorized “USER”.
(d) This duty of non-disclosure shall survive the termination of this “LICENSE” and affiliation with “TRAXIA”. All provisions of this “EULA” intended to survive the expiration or termination of this “EULA” shall so survive such expiration or termination for whatever reason whatsoever.
4. “SimpleConsign” is provided “AS IS” without warranty of any kind. In no event shall “TRAXIA” or Software Group INC be liable for any damage whatsoever arising out of the use of or inability to use “SimpleConsign”, even if “TRAXIA” or Software Group INC has been advised of the possibility of such damages. Under no circumstances will Software Group Inc, DBA “TRAXIA”, acting as “LICENSOR”, its officers, directors, employees, agents or affiliates be liable to the “USER” or any third party, including, but not limited to, authorized “USER”, for any incidental, special, consequential, punitive or exemplary damages, even if resulting from the negligence of “TRAXIA” , “LICENSOR”, its officers, directors, employees, agents or affiliates. In no event shall Software Group Inc, DBA “TRAXIA” liability hereunder, if any, exceed the amount of the Current Monthly fee paid by the “USER” to” TRAXIA”. All fees are paid for services rendered on a monthly basis.
5. This “LICENSE” Agreement shall be governed, construed and enforced in accordance with the laws of the United States of America and of the State of Missouri, and the parties to this “LICENSE” agree that jurisdiction and venue shall be in Boone County, Missouri. This “EULA” is expressly made subject to any law, regulation, order, or other restriction on the export from the United States of America of the Application or information about the Application which may be imposed from time to time by the government of the United States of America. “USER” shall not export the Application or information about the Application or stored in the Application other than in strict compliance with such laws, regulations, orders or other restrictions. The Application may not be downloaded, installed, exported or re-exported into or to a national or resident of any country to which the United States has affected an embargo, or to anyone on the entity list, the U.S. list of specially designated nationals or table of denial orders. The “USER” represents and warrants that “USER” is not located in or under the control of any such country or on any such list.
6. Disclaimer of Warranties
THE “USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE APPLICATION AND THE “LICENSOR” NETWORK IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR CONDITIONS WHATSOEVER, EXPRESS OR IMPLIED. “LICENSOR” DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION OR “LICENSOR” NETWORK IS ERROR FREE, THAT ALL ERRORS IDENTIFIED WILL BE CORRECTED OR THAT THE APPLICATION OR “LICENSOR” NETWORK WILL SUPPORT THE “USER” OR AUTHORIZED USERS’ NEEDS. “LICENSOR” SPECIFICALLY DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION WITH RESPECT TO THE QUALITY, COMPATIBILITY OR CONTINUITY OF ANY THIRD-PARTY TELECOMMUNICATION, INFORMATION SYSTEMS OR INTERNET SERVICE PROVIDERS’ CONNECTIVITY FOR SYSTEMS, OR WITH RESPECT TO THE FUNCTIONALITY, OPERABILITY OR RELIABILITY OF ANY THIRD-PARTY’S DATA SECURITY FEATURES OR SYSTEMS. EXCEPT AS SET FORTH IN THIS “LICENSE”, “LICENSOR” GIVES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, ACCURACY, INTERFERENCE WITH ENJOYMENT OF THE APPLICATION, OR THAT ANY INFORMATION, “LICENSOR” EFFORTS, OR THE APPLICATION WILL FULFILL ANY PARTICULAR NEEDS OR PURPOSES.
7. Statement of Liabilities
THE “USER” IS SOLELY RESPONSIBLE FOR, AND ASSUMES THE ENTIRE LIABILITY FOR, THE ACCURACY AND USE OF “USER” DATA AND THE SELECTION AND USE OF THE APPLICATION. SOFTWARE GROUP INC, “TRAXIA”, “LICENSOR”, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES, SHALL NOT BE LIABLE TO THE “USER” OR TO ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, AUTHORIZED “USER”, FOR: (i) THE FAILURE OF ANY “USER” OR OTHER ENTITY TO MAINTAIN THE ACCURACY OR INTEGRITY OF THEIR RESPECTIVE “USER” INFORMATION; (ii) A “USER” MANAGEMENT OF THEIR CERTIFICATION PORTFOLIOS; (iii) THE ACCURACY OF “USER” DATA; (iv) THE USE OF “USER” DATA BY ANY PERSON OR ENTITY TO WHOM “USER” HAS GRANTED ACCESS; (v) COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO OR USE OF “LICENSOR” NETWORK, PROGRAMS OR SERVICES.
8. This “EULA” constitutes the entire and only “LICENSE” between the parties for “TRAXIA” and all other prior negotiations, representations, licenses, and understandings are superseded hereby. No licenses altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the parties.
9. “USER” shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this “EULA” The Application contains material that is protected by United States Copyright Law, trade secret law, and by international treaty provisions. The “USER” may not remove any proprietary notice of “SimpleConsign” or any third party from the “SimpleConsign” Application. The “USER” acknowledges that it has no claim to ownership by reason of its use of or access to the “SimpleConsign” Application.
10. Failure of “TRAXIA” or Software Group INC to enforce a right under this “EULA” shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
11. If any provision of this “LICENSE” shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of the balance of the “EULA”.
Any notice required by this “LICENSE “shall be given by prepaid, first class, certified mail, return receipt requested, addressed to:
“TRAXIA”: 2120 Forum Boulevard Suite 3, Columbia, Missouri 65203