Please read the following license agreement carefully before using this program. If you decide to install and use this program, you will have to abide by the terms and conditions of this license agreement. If you do not accept the terms of the agreement, do not install the program.
This End User License Agreement (this "Agreement") is a legal agreement between you (either an individual or an entity) and ResolutionsMSP LLC, Inc. ("Company" or "we"), regarding the use of Company's software and service(s) (collectively, the "Products"). This Agreement also governs the use of any user documentation provided in connection with the Products, regardless of whether in print, "online" or electronic form.
1. Grant of License. Subject to your payment of the applicable fees and your compliance with the terms and conditions of this Agreement, Company hereby grants to you a non-exclusive, non-transferable right to use the Products for internal purposes only and only on the URL sites and for the number of users specified by you during the registration process. The Company's software is in "use" when it is loaded into the temporary memory (e.g., hard disk, CD-ROM, or other storage device) of the computer, workstation or other electronic device for which the Product was designed. A separate license is required for each user. Therefore, you must purchase additional licenses for users in excess of the number of users specified by you during the registration process. Company reserves all rights not expressly granted herein.
2. Term. This Agreement shall expire at the end of the service or license period that you have purchased. At the end of such period, you must cease all use of the Products (including the services). Downloads that are not blocked after the expiration of the period by us do not constitute a renewal or extension of the license or agreement and must be paid for at the prices then designated by us. You will not receive any refund or credit for any unused Products or services. This Agreement will terminate automatically and without notice if you fail to comply with any of the limitations or other requirements described herein. We reserve the right to audit you during the term of this Agreement to ensure compliance.
3. Your Representations, Consent and Indemnification. You hereby represent and warrant that the URL sites identified by you during the registration process are sites owned by you or are owned by entities in which you own more than a fifty percent interest.
4. Ownership Rights. The Products are owned by Company or its suppliers or licensors and are protected by United States copyright laws and international treaty provisions. We (and our suppliers) own and retain all right, title and interest in and to the Products, including patents, trademarks, copyrights, trade secrets and other intellectual property rights embodied or contained therein. Your possession, installation, or use of the Products does not transfer to you any title to the Products and you will not acquire any right to the Products except as expressly set forth in this Agreement. Therefore, you may not use, copy or distribute the Products without our authorization. You may (a) make one copy of any software solely for backup or archival purposes, or (b) transfer such software to a single hard disk provided you keep the original solely for backup or archival purposes. You may not copy printed materials accompanying the Products, if any, nor print copies of any user documentation provided in "online" or electronic form.
5. Restrictions.
(a) You may not rent, lease, or loan the Products, or any part thereof, including any accompanying software and documentation. You may not permit third parties to benefit from the use or functionality of the Software via a timesharing, service bureau or other arrangement except to the extent such use is expressly permitted in the service you purchase. You may transfer your rights under this Agreement permanently, provided you transfer this Agreement, the software and all accompanying printed materials, retain no copies, and the recipient agrees to the terms of this Agreement.
(b) You may not reverse engineer, decompile or disassemble the Products, or any part thereof, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon the Products, including the software, services and documentation.
(c) You may use the Products only upon the URL site(s) identified by you and you may not perform, facilitate or publish a competitive review of the services associated with the Products without the express consent of Company.
(d) All rights not expressly set forth hereunder are reserved by Company. Company reserves the right to periodically conduct audits upon advance notice to verify your compliance with the terms of this Agreement.
6. Warranty and Disclaimer.
(a) Limited Warranty. COMPANY MAKES THE LIMITED WARRANTY FOR A PERIOD OF 60-DAYS FROM THE INITIAL REGISTRATION THAT THE PRODUCTS WILL SUBSTANTIALLY CONFORM TO THE DESCRIPTION THEREOF PROVIDED IN THE PRODUCT LISTS OR END USER DOCUMENTATION. COMPANY MAKES NO WARRANTY THAT THE PRODUCTS WILL BE ERROR FREE OR FREE FROM INTERRUPTION OR FAILURE.
(b) Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS (EXCEPT AS SET FORTH IN THE FIRST SENTENCE OF THIS SECTION) OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE PRODUCTS AND THE ACCOMPANYING WRITTEN MATERIALS. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT THE PRODUCTS MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS, INCLUDING WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, THE INTERNET OR DISRUPTION ATTRIBUTABLE TO THE TURN OF THE MILLENIUM. THEREFORE, COMPANY EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY, ACCESSABILITY OR PERFORMANCE.
7. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL COMPANY, OR ITS SUPPLIERS, LICENSORS, SUCCESSORS OR ASSIGNS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE OR OTHER PECUNIARY LOSS), ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
8. U.S. Government Restricted Rights. The Products are a "commercial item", as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) (or an equivalent provision, e.g., in supplements of various U.S. Government agencies, as applicable), all U.S. Government users acquire the Products with only those rights set forth herein. Manufacturer is ResolutionsMSP, LLC., PO Box 7091, Mesa, AZ 85216.
9. Export Restrictions. You may not download, export or re-export any software received hereunder, regardless of the manner in which received, (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Products, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. You acknowledge that it is your sole responsibility to comply with any and all government export and other applicable laws and that the Company has no further responsibility for such after this initial license to you.
IN ADDITION, YOU SHOULD BE AWARE OF THE FOLLOWING: EXPORT OF THE SOFTWARE MAY BE SUBJECT TO COMPLIANCE WITH THE RULES AND REGULATIONS PROMULGATED FROM TIME TO TIME BY THE BUREAU OF EXPORT ADMINISTRATION, UNITED STATES DEPARTMENT OF COMMERCE, WHICH RESTRICT THE EXPORT AND RE-EXPORT OF CERTAIN PRODUCTS AND TECHNICAL DATA. IF THE EXPORT OF THE SOFTWARE IS CONTROLLED UNDER SUCH RULES AND REGULATIONS, THEN THE SOFTWARE SHALL NOT BE EXPORTED OR RE-EXPORTED, DIRECTLY OR INDIRECTLY, (A) WITHOUT ALL EXPORT OR RE-EXPORT LICENSES AND UNITED STATES OR OTHER GOVERNMENTAL APPROVALS REQUIRED BY ANY APPLICABLE LAWS, OR (B) IN VIOLATION OF ANY APPLICABLE PROHIBITION AGAINST THE EXPORT OR RE-EXPORT OF ANY PART OF THE SOFTWARE. SOME COUNTRIES HAVE RESTRICTIONS ON THE USE OF ENCRYPTION WITHIN THEIR BORDERS, OR THE IMPORT OR EXPORT OF ENCRYPTION EVEN IF FOR ONLY TEMPORARY PERSONAL OR BUSINESS USE. YOU ACKNOWLEDGE THAT THE IMPLEMENTATION AND ENFORCEMENT OF THESE LAWS IS NOT ALWAYS CONSISTENT AS TO SPECIFIC COUNTRIES. ALTHOUGH THE FOLLOWING COUNTRIES ARE NOT AN EXHAUSTIVE LIST THERE MAY EXIST RESTRICTIONS ON THE EXPORTATION TO, OR IMPORTATION OF, ENCRYPTION BY: BELGIUM, CHINA (INCLUDING HONG KONG), FRANCE, INDIA, INDONESIA, ISRAEL, RUSSIA, SAUDI ARABIA, SINGAPORE, AND SOUTH KOREA. YOU ACKNOWLEDGE IT IS YOUR ULTIMATE RESPONSIBILITY TO COMPLY WITH ANY AND ALL GOVERNMENT EXPORT AND OTHER APPLICABLE LAWS AND THAT COMPANY HAS NO FURTHER RESPONSIBILITY AFTER THE INITIAL SALE TO YOU WITHIN THE ORIGINAL COUNTRY OF SALE.
10. High Risk Activities. The Products are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Products could lead directly to death, personal injury or severe physical or property damage (collectively, "High-Risk Activities"). Company expressly disclaims any express or implied warranty of fitness for High-Risk Activities.
11. General. This Agreement is governed by the laws of the United States and the State of Arizona, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. 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 Arizona. This Agreement is the entire agreement between you and Company and supersedes any other communications or advertising with respect to the Products. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. No provision hereof shall be deemed waived or modified except in a written addendum signed by an authorized representative of Company.
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