SimplePort End User LicenseNOTICE TO ALL USERS: PLEASE READ THIS CONTRACT CAREFULLY. BY CLICKING THE ACCEPT BUTTON OR MAKING USE OF THE APPLICATION, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE, CLICK ON THE BUTTON THAT INDICATES THAT YOU DO NOT ACCEPT THE TERMS OF THIS CONTRACT AND DO NOT USE THE APPLICATION.
a. "Application" means the SimplePort application as hosted by Simple Business Systems, Inc. or its distributors, resellers, OEM/MSP partners, or other business partners (collectively "Authorized Partner(s)"), including but not limited to (i) related explanatory materials in printed, electronic, or online form ("Documentation"); and (b) upgrades, modified or subsequent versions and updates (collectively "Updates").
b. "Use" or "Using" means to access, use or otherwise benefit from using the Application.
c. "Computer" means a device that accepts information in digital or similar form and manipulates it for a specific result based upon a sequence of instructions.
d. "Owner" means Simple Business Systems, Inc., a California corporation, with offices located at 216-G Mount Hermon Road, Suite 1603, Scotts Valley, CA 95066.
2. License Grant.
Unless earlier terminated as set forth herein, this Agreement is effective for the term of one (1) year from purchase or subscription. If you have agreed to permit Simple Business Systems to automatically renew your subscription to the Application by charging a valid credit card number which you have provided to Simple Business Systems, your subscription will be automatically renewed thirty (30) days prior to the expiration of the term and each anniversary thereafter for a fee no greater than SimplePort's then-current price, excluding promotional and discount pricing. You must provide current, complete, and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete, and accurate (such as a change in billing address, credit card number, or credit card expiration date), and you must promptly notify Simple Business Systems if your credit card is cancelled (for example, for loss or theft). Changes to such information can be made at our website. If you fail to provide Simple Business Systems any of the foregoing information, you agree that Simple Business Systems may continue charging you for any subscription automatically renewed unless you inform Simple Business Systems’ customer support department not to renew your subscription to the Application at least thirty (31) days prior to the expiration of your subscription to the Application and informing them of your desire not to have such subscription automatically renewed. This Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. Upon any termination or expiration of this Agreement, you must cease use of the Application and destroy all copies of the Application and the Documentation.
This license is limited to the version of the Application delivered by Simple Business Systems and from time to time may include updates which shall be governed by the terms of this license.
5. Ownership Rights.
The Application is protected by United States' and other copyright laws, international treaty provisions and other applicable laws in the country in which it is being used. Owner retains all right, title and interest in and to the Application, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Your possession, installation, or Use of the Application does not transfer to you any title to the intellectual property in the Application, and you will not acquire any rights to the Application except as expressly set forth in this Agreement. Any copy of the Application and Documentation authorized to be made hereunder must contain the same proprietary notices that appear on and in the Application and Documentation.
You may not reverse engineer, decompile, or disassemble the Application, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon, the Application in whole or in part. You may not copy the Application. You may not permit third parties to benefit from the use or functionality of the Application via a timesharing, service bureau or other arrangement. You may not remove any proprietary notices or labels on the Application. All rights not expressly set forth hereunder are reserved by Simple Business Systems.
7. Warranty and Disclaimer.
a. Limited Warranty. Simple Business Systems warrants (manufacturer warranty) that the Application will substantially function as described.
b. Customer Remedies. Simple Business Systems and its suppliers' entire liability and your exclusive remedy for any breach of the foregoing warranty shall be Simple Business Systems return of the purchase price paid for the license, if any.
c. Warranty Disclaimer. Except for the limited warranty set forth herein, THE APPLICATION IS PROVIDED "AS IS" AND Simple Business Systems MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. Simple Business Systems, ITS SUPPLIERS, AND AUTHORIZED PARTNERS MAKE NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE APPLICATION TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE APPLICATION. WITHOUT LIMITING THE FOREGOING PROVISIONS, Simple Business Systems MAKES NO WARRANTY THAT THE APPLICATION WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS.
8. Limitation of Liability.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL Simple Business Systems, OR ITS AUTHORIZED PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR LOSS OF PROFITS, LOSS OF GOODWILL, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR GROSS NEGLIGENCE OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY OTHER DAMAGE OR LOSS. IN NO EVENT SHALL Simple Business Systems, OR ITS AUTHORIZED PARTNERS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE PRICE PAID FOR THE SOFTWARE, IF ANY, EVEN IF Simple Business Systems, OR ITS AUTHORIZED PARTNERS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation shall not apply to liability for death or personal injury to the extent that applicable law prohibits such limitation. Furthermore, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you. Nothing contained in this Agreement limits Simple Business Systems’ liability to you for Simple Business Systems’ negligence or for the tort of fraud. Simple Business Systems is acting on behalf of its suppliers and Authorized Partners for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
9. Governing Law.
This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of California. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If you are an individual consumer, this shall not affect any mandatory right you may have to take action in your country of residence and under the laws of that country.
By entering into this Agreement, you agree that Simple Business Systems may collect, retain and use your personal information, including your name, address, e-mail address, and payment details. Your personal information will be used primarily to provide services and product functionality to you. Simple Business Systems may also use your personal information for additional communication with you, subject to your decision not to accept such communication from Simple Business Systems and subject to applicable laws. Simple Business Systems engages other companies and individuals ("subcontractors") to perform functions on its behalf, such as payment processing, order fulfillment, marketing programs and customer service. Simple Business Systems may share your information with such subcontractors in order to perform these and other functions, but such subcontractors may not use your personal information for other purposes, unless you agree. By entering into this Agreement, you agree to the transfer of your personal information to Simple Business Systems’ offices in the United States, for the purposes stated above. For more detailed information on the collection, use and transfer of your personal information, and for information on how to opt out of or unsubscribe from the communications described above, please contact us on our website.
This Agreement sets forth all rights for the user of the Application and is the entire agreement between the parties. This Agreement supersedes any other communications, representations or advertising relating to the Application and Documentation. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of Simple Business Systems. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Simple Business Systems. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.