Software License for Software Application Agreement

IT Timesavers

PLEASE READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE OF ALL OF ITS TERMS BY CLICKING THE “I ACCEPT/AGREE” BUTTON AT THE BOTTOM OF THIS WEB PAGE. ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU ARE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. YOU MAY NOT PURCHASE THE SOFTWARE APPLICATION UNLESS YOU ACCEPT THE TERMS OF THIS LICENSE.

YOU MAY PRINT THE WEB PAGE CONTAINING THIS LICENSE OR SAVE IT AS A FILE ON YOUR COMPUTER. A TRUNCATED VERSION OF THIS LICENSE IS INCLUDED AS A “README” FILE IN THE DOWNLOADABLE FILE CONTAINING THE PURCHASED SOFTWARE. THE LICENSE INCLUDED WITH THIS SOFTWARE PACKAGE IS SUBSTANTIVELY IDENTICAL TO THIS LICENSE.

This Software License for Software Application Agreement (the “Agreement”) is between you, the Customer (“Customer”) and IT Timesavers, LLC, a Rhode Island Limited Liability Company (“Licensor”). Licensor agrees to provide Customer with a software file taking the form of a compressed archive containing the “IT Timesavers” software application and a copy of this License (“Software Product”). Customer agrees to pay the Purchase Price to Licensor according to the terms of this Agreement.

1. Definitions.
   • (a) “Licensor Website” means the Web site located at www.ittimesavers.com.
   • (b) “Licensor Download Folder” means the .zip file that shall be downloaded to Customer’s computer after the Customer has properly submitted the required information on the License to Licensor and has submitted payment. The Customer shall have the ability to unzip the Licensor Download Folder and obtain the Software Product.
   • (c) “Software Product” means the compressed archive, compressed using the .zip format, which includes the full application “IT Timesavers”, a copy of this License, and a documentation file.
   • (d) “Acceptance” means that the Customer has accepted the terms of this Agreement and has manifested said acceptance by clicking on the “I Accept/Agree” button at the bottom of this Agreement.
   • (e) “Purchase Price” is the payment which has been articulated by Licensor on the Licensor Website for the Software Product.
     
     
2. Licensor’s Duties.
   • (a) Privacy of Customer’s Information. The only customer information to which Licensor shall have access is Customer’s name, company name (if applicable), and e-mail address, which is provided by Customer on this License or in a separate page where Customer will indicate that they have accepted this Agreement. Customer payment information entered to pay the Purchase Price amount shall be provided by Customer to Licensor’s third-party payment processing service and not shall not be accessed or retained by Licensor. Licensor shall not disclose to third parties any information which Customer forwards to Licensor on this License. The information which the Customer forwards to Licensor on this License shall be used solely by Licensor for the purposes of advertising and for notifying Customer of any future information pertaining to the Software Product, such as upgrade information.
   • (b) Provision of Software Product. Licensor shall allow Customer to access the Licensor Download Folder after the Customer has (1) indicated Acceptance of this Agreement, (2) properly filled out all information requested on the License, and (3) successfully completed payment of the Purchase Price through Licensor’s third-party payment processor.
   • (c) Failed Download of Software Product. Licensor recognizes that Customer may fail to properly download the Software Product. Licensor shall grant Customer the ability to access to the Licensor Download Folder for a period of twenty-four (24) hours after Acceptance of this Agreement so that Customer may attempt subsequent downloads during this time. Customer need only provide the e-mail address when prompted to access the Licensor Download Folder during this twenty-four (24) hour period Customer may access the Licensor Download Folder in this manner by following the link on the Licensor Website. Licensor shall, in the event that Customer is unable to properly download the Software Product during the twenty-four (24) hour period, mail a copy of the Software Product to Customer after receiving notice from the Customer via e-mail.
     
     
3. Customer’s Duties.
   • (a) Payment. Customer agrees to pay Licensor the Purchase Price.
   • (b) Information Entry. Customer shall enter and forward to Licensor truthful and factually accurate information on the information entry fields on this License. Customer shall provide credit card information to Licensor’s third-party payment processor to facilitate payment of the Purchase Price.
   • (c) Intellectual Property Ownership. Customer recognizes that the entire Software Product is Licensor’s copyrighted and trademarked intellectual property.
     
     
4. License. LICENSOR GRANTS TO CUSTOMER A LIMITED AND NON-EXCLUSIVE LICENSE TO USE THE SOFTWARE PRODUCT AS PROVIDED IN THIS LICENSE. THE SOFTWARE PRODUCT IS LICENSED BY LICENSOR TO CUSTOMER FOR CUSTOMER’S USE ONLY ACCORDING TO THE TERMS OF THIS AGREEMENT.
   
   • (a) Use of Software Product. Customer may install and use the Software Product on no more than one (1) computer at a time. Customer is granted the right to make one (1) copy of the Software Product for backup or archival purposes. Customer acknowledges and agrees that Customer has no right, power, or authority to make any modifications to or unauthorized copies of the Software.
   • (b) Term of License. This License Agreement is effective until terminated by Licensor. Customer may terminate this License Agreement by permanently deleting the Software Product and any backup or archival copy from the computer(s) on which they are stored.
   • (c) Restrictions. Customer may not re-sell, lease, rent, or otherwise transfer the Software Product to a third-party person or entity. Customer may not modify, reverse engineer, decompile, disassemble, or create derivative works from the Software Product.
   • (d) Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect the remainder of this Agreement, and this Agreement shall continue in force and effect to the full extent allowed by law.
     
     
5. Copyright. The Software Product is copyrighted material owned by Licensor and is protected by United States copyright law and by international treaties. Customer agrees that Licensor owns and holds title to merely the copy Software Product and all subsequent authorized copies thereof regardless of the form or media, but that all title, ownership rights, and intellectual property rights in the Software Product shall remain with Licensor. Customer may not copy or otherwise reproduce any part of the Software Product unless in the manner authorized by Paragraph 4(a). Customer may physically transfer the software electronically over a network but may not distribute the Software Product to others.
   
   
6. Purchase Price. Customer agrees to pay the Purchase Price Amount to Licensor by providing Customer’s proper credit information to Licensor’s third-party payment processor.
   
   
7. Information Entry. Customer shall provide Customer’s full name, company name (if applicable), and e-mail address on the information entry fields of this License. Customer shall provide credit card information to Licensor’s third-party payment processor to facilitate payment of the Purchase Price. The Licensor Information Page may also ask Customer to provide voluntary information which Licensor shall use only according to the terms of Paragraph 2(a).
   
   
8. Choice of Law. This Agreement shall be construed and controlled by the laws of the State of Rhode Island. Any dispute the terms of or breach of this Agreement shall be brought in the federal and state courts of Rhode Island.
   
   
9. Indemnification. Licensor shall not undertake to resolve any disputes or litigation on Customer’s behalf involving use of the services or products described herein, and Customer agrees that it shall indemnify, hold Licensor harmless, and defend Licensor against any disputes involving use of the Software Product.
   
   
10. Disclaimer of Warranties. The services and products provided by Licensor under this Agreement are provided “AS IS,” WITHOUT WARRANTY OF ANY KIND TO CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OF THE COMPUTER PROGRAM, FITNESS FOR CUSTOMER’S PURPOSE, OR SYSTEM INTEGRATION; INFORMATIONAL CONTENT OR ACCURACY; NON-INFRINGEMENT; QUIET ENJOYMENT; AND TITLE. CUSTOMER AGREES THAT ANY EFFORTS BY LICENSOR TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE DISCLAIMER OF WARRANTIES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH CUSTOMER.
    
    
11. Limitation of Remedies. CUSTOMER AGREES THAT LICENSOR SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE REASONABLY FORESEEABLE TO LICENSOR, OR LICENSOR WAS GROSSLY NEGLIGENT. IN NO EVENT SHALL LICENSOR’S LIABILITY EXCEED THE PURCHASE PRICE PAID BY CUSTOMER FOR THE SOFTWARE PRODUCT.  CUSTOMER AGREES THAT ANY EFFORTS BY LICENSOR TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATION OF REMEDIES.  Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Customer. In such jurisdictions, Licensor’s liability is limited to the greatest extent permitted by law.
    
    
12. Export Restrictions. Customer agrees not to export the Software Product or any copies thereof or any products utilizing the Software Product in violation of any applicable laws or regulations of the United States. Customer agrees to indemnify Licensor from liability if Customer violates any such laws or regulations.
    
    
13. Force Majeure. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, epidemics/pandemics government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
    
    
14. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only by a written agreement signed by authorized representatives of both parties.
    
    
15. Knowing Consent and Authority to Consent. The parties knowingly and expressly consent to the foregoing terms and conditions. Each party is authorized to enter into this Agreement on behalf of its respective party.