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CHARTER TECHNOLOGIES PARTNERS, LLC SOFTWARE LICENSE TERMS
CHARTER TECHNOLOGIES PARTNERS, LLC automentor
These license terms are an agreement between CHARTER TECHNOLOGIES PARTNERS, LLC, a South Carolina Limited Liability Company (“CTP”) (or based on where you live, one of its affiliates) and you.  Please read them.  They apply to the software named above, which includes the media on which you received it, if any.  The terms also apply to any CTP
·         updates,
·         supplements,
·         Internet-based services,
·         support services, and
·         documentation
for this software (“the CTP Software”), unless other terms accompany those items.  If so, those terms apply.  The terms apply to the Client who is licensed to use the CTP Software.  They also apply to you if you are an employee of Client or any other End-User of the CTP software.  If you are not, or are no longer, licensed or otherwise authorized to use the CTP Software, the terms other than those licensing or permitting you to use the CTP Software still apply.
BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS.  IF YOU DO NOT ACCEPT THEM, DO NOT USE THE SOFTWARE.
If you comply with these license terms, you have the rights below.
1.    a.   Limited License Grant. Subject to the terms and conditions of this Agreement, CTP hereby grants to Client, during the Term, a nontransferable, nonexclusive, limited license to (i) to use the CTP Software by worldwide web-page interface solely for the purposes of integration with Client’s existing systems and applications pursuant to this agreement and solely in accordance with the documentation. Client and each other End-User agree that all rights to use the CTP Software, works and other matter developed hereunder not expressly granted to Client in this agreement are reserved by CTP and its Third Party licensors or vendors, as applicable.
b.     Restrictions.  Client and each other End-User agree that the CTP Software contains trade secrets and other valuable proprietary information owned by CTP or its Third Party vendors.  Client shall not, and shall not allow End-Users to, (a) modify, make derivative works, alter or permit a Third Party to modify, make derivative works, or alter, any part of the CTP Software, (b) copy or permit a Third Party to copy the CTP Software, in part or in whole, (c) reverse engineer, decompile, disassemble or otherwise attempt to derive source codes of the CTP Software or other proprietary information from the CTP Software, or (d) sell, transfer, lease or disclose the CTP Software to a Third Party.  CTP may electronically monitor Client’s use of the CTP Software for compliance with the license terms and restrictions.
 
2.    Scope of License.  The software is licensed, not sold. This agreement only gives you some rights to use the software.  CTP reserves all other rights.  Unless applicable law gives you more rights despite this limitation, you may use the software only as expressly permitted in this agreement.  In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways.    You may not
·         work around any technical limitations in the software;
·         reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation;
·         make copies of the software other than specified in this agreement or allowed by applicable law, despite this limitation;
·         publish the software for others to copy;
·         rent, lease or lend the software; or
·         use the software for commercial software hosting services.
 
3.    OWNERSHIP.  As between the parties to this agreement, CTP shall retain sole and exclusive ownership of, and all right, title, and interest in and to CTP software, as well as any graphical use interface modifications made by or for Client and all suggestions, ideas, improvements, data, feedback, evaluation material, reports, presentations, records, designs, technology, invention, know-how, works of authorship, software, specification, modifications and other materials, information and any other intellectual property made, developed, conceived or reduced to practice (whether by or for Client or CTP) in the performance of this agreement, (collectively, ”Results”).  To the extent necessary to effect this intention, Client and each other End-User hereby assign to CTP any and all right, title and interest in and to the CTP software and Results, and shall take all actions necessary to accomplish such assignment.
 
4.     FEES, PAYMENT AND TERM.
4.1 Fees.  Client agrees to pay CTP the $150 per named user per month and other charges set forth, as applicable, provided under this agreement (collectively, the “Fees”).  All Fees are payable in United States dollars and are exclusive of any and all taxes, and Client is responsible for payment of such taxes (excluding taxes based on CTP’s net income).  Fees are subject to change by CTP on 90 days’ notice.
4.2 Payment.  If Client meets CTP’s credit standards for invoicing, CTP shall invoice Client at regular intervals, and Client shall pay such invoice on receipt with a fifteen (15) day grace period.  Late payments will bear interest from the date of receipt of the invoice, at the rate of one and one-half percent (1.5%) per month, or the maximum rate allowed by law, whichever is lower.  Client will be billed in advance of service provided.
4.3  Term .  Client shall be licensed as described in this agreement for as long as any applicable free-trial period and otherwise for as long as Client is current on the Fees.  The other terms of this agreement shall survive the termination of the license or any discontinuation of the availability of the CTP Software on the worldwide web.  CTP may terminate this agreement or discontinue the availability of the CTP Software on 90 days’ notice.
 
5.    RESPONSIBILITIES
5.1Client and Other End-User Responsibilities.
(a)      Client shall be solely responsible for the manner in which Client and each other End-User use the CTP software.  Client shall ensure that only authorized End-Users have access to any passwords provided by CTP for use in connection with the CTP software and shall not disclose such passwords to any other individual.  Client acknowledges and agrees that it is solely responsible for strictly maintaining the confidentiality and integrity of such passwords and Client shall indemnify and hold harmless CTP from and against any liability, damages or costs arising from Client’s failure to comply with this Section 5.1(a).  Client shall notify CTP immediately in writing if the security or integrity of a password has been compromised or if it otherwise needs to be discontinued or changed.  Client shall be soley responsible for preservation of Client’s own data and forms; however, for a reasonable fee to be determined in CTP’s sole discretion, CTP shall endeavor to assist Client in capturing, recapping or recovering data, with no warranty by CTP whatsoever.
 
6.    DOCUMENTATION.  Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes.
7.    SCHEDULED MAINTENANCE.  CTP reserves the right to take down applicable servers containing the CTP software to conduct routine maintenance checks (“Scheduled Maintenance”).  CTP will use commercially reasonable efforts to perform Scheduled Maintenance outside of the business hours of Monday-Friday, 9 am- 5 pm EST/EDT.  CTP also reserves the right to do emergency maintenance or any other unplanned maintenance or takedown deemed necessary by CTP under exigent circumstances   CTP will not be responsible for any damages or costs incurred by Client, if any, for Scheduled Maintenance or any other downtime for any reason.  The Client will be notified at least 24 hours prior to scheduled maintenance downtime via e-mail, and will make all reasonable efforts to work within the needs of the client for Service access.
 
8.    TRANSFER TO A THIRD PARTY.  Client may not transfer the license.  CTP will attempt to accommodate, opon reasonable request and for a reasonable fee, substitution of a new licensee with Client’s set-up settings and base of data.
 
9.    SUPPORT SERVICES. Because this software is “as is,” CTP may not provide support services for it.  However, CTP reserves the right to update the software or upgrade the software or implement new versions of the software from time to time.,without reserving or continuing to make available, older versions.
 
10. Legal Effect.  This agreement describes certain legal rights.  You may have other rights under the laws of your country.  This agreement does not change your rights under the laws of your country if the laws of your country do not permit it to do so.
Disclaimer of Warranty.   The software is licensed “as-is.”  You bear the risk of using it.  CTP gives no express warranties, guarantees or conditions.  You may have additional consumer rights under your local laws which this agreement cannot change.  To the extent permitted under your local laws, CTP excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringement.  EXCEPT AS EXPRESSLY STATED HEREIN, CTP SERVICE, SUPPORT SERVICES, TECHNOLOGY, INTELLECTUAL PROPERTY MATERIALS, INFORMATION AND OTHER ITEMS PROVIDED BY CTP UNDER THIS AGREEMENT ARE PROVIDED TO CLIENT AND END-USERS ON AN “AS IS” BASIS WITH NO WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE AND CTP AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NONINFRINGEMENT AND MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  CTP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERUPTED, ERROR-FREE OR WITHOUT DELAY OR DISCONTINUATION AND SHALL NOT BE LIABLE FOR ANY LOSS OF DATA.  CTP DOES NOT PROVIDE ANY LEGAL ADVICE TO CLIENT AND CLIENT IS RESPONSIBLE FOR PROOFING AND OBTAINING ITS OWN LEGAL OPINIONS ON THE FORMS CLIENT USES BEFORE CLIENT USES THEM.  CTP DOES NOT WARRANT THAT DEALER FORMS ARE CORRECT, APPROPRIATE, OR ERROR FREE.
 
11.  INDEMNIFICATION.
11.1 Indemnification Obligation.  Subject to Section 11.2 below, Client shall indemnify, defend and hold CTP harmless from any claims, action, losses, liabilities, damages and expenses (including attorney’s fees and court costs) made, assessed of awarded against CTP by any Third Party arising out of or in connection with (i) Client’s use of the CTP Software, (ii) End-User’s use or misuse of the CTP Software, and/or (iii) representations or warranties made by Client to End-Users regarding the CTP Software that is not in accordance with the Documentation or representations made pursuant to this agreement.
11.2 Conditions of Indemnification.  The indemnity obligations set forth in this Section are contingent upon: (a) the indemnitee giving prompt written notice to the indemnitor of any such claim(s) (except that failure to notify shall not limit or negate the indemnitor’s obligation to indemnify indemnitee except to the extent that such failure to notify is materially harmful to indemnitor in the proceeding regarding the particular claims; (b) the indemnitor having sole control of the defense or settlement of the claim; and (c) at the indemnitor’s request and expense, the indemnitee cooperating in the investigation and defense of such claim(s).
 
12. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES.  You can recover from CTP and its suppliers only direct actual damages up to U.S. $5.00.  You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental, punitive or exemplary damages.
This limitation applies to
·         anything related to the software, services, content (including code) on third party Internet sites, or third party programs; and
·         claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.
It also applies even if CTP knew or should have known about the possibility of the damages.  The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.
 
13. GENERAL TERMS.
13.1 Force Majeure.  Except with respect to payment obligations, neither party shall be liable for any failure of performance or equipment due to causes beyond such party’s reasonable control, including but not limited to:  acts of God, fire, flood or other catastrophes; any law order, regulation, direction, action, or request of any governmental entity or agency, or any civil or military authority; national emergencies, insurrections, riots, wars, terrorism; unavailability of rights-of-way or materials; or strikes, lock-outs, work stoppages, or other labor difficulties.
13.2 Basis of BargainCTP and Client acknowledge that CTP has set its Fees and entered into this agreement in reliance upon the disclaimers of warranties and limitations of liability and damages as set forth in this Agreement, and that such provisions form an essential basis of the bargain between the parties and do not cause this agreement, or the remedies available hereunder, to fail of its or their essential purpose or be unfair.
 
13.3 Notices.  Any notice hereunder shall be deemed properly given when delivered, if delivered in person, or sent via facsimile (with confirmation of receipt), overnight courier, certified or registered mail (postage prepaid) to Client at the address listed on Order Form or to CTP at Charter Technologies Partners, LLC, ATTENTION: Legal Department, POB 291870 Columbia, South Carolina 29229; facsimile number (866) 550-6570.  Each party must notify the other party of any changes to its address in accordance with this Section.
13.4 PlaceIt is agreed that the Client initiated contact with CTP in South Carolina in order to reach this agreement, and that the Client initiates contact with the CTP Software in order to access the software under a South Carolina license.  This agreement is entered into and performed in, and the subject matter of it is located in, South Carolina.
13.5 Governing Law and Forum.  This Agreement shall be governed and construed in accordance with applicable United States federal law and the laws of the State of South Carolina, without regard to conflicts of laws principles.  The parties agree to the exclusive jurisdiction and venue of the South Carolina state courts and United States federal courts serving Columbia, South Carolina for all actions or proceedings relating to the interpretation or enforcement of this agreement, or any rights, duties, or liabilities in any way arising under, out of, or in connection with it or the CTP Software in any way.  CTP may avail itself of the laws and courts of other jurisdictions to give effect to the determinations, orders, and judgments rendered by a court in South Carolina or to seek equitable relief.  Client and each other End-User affirmatively covenant to abide by this Section.  It is agreed that any action taken by Client or any other End-User in violation of this Section shall be a breach of this agreement causing special damages and costs and further that any process, order, or judgment issued or obtained as a result shall be void as to CTP, without need of CTP to answer, respond or appear, and that if not void, same shall be voidable by CTP upon application to a court in South Carolina.
 
13.6 Amendment; No Waiver.  Except as otherwise expressly provided herein, any provisionof this agreement may be amended or modified and the observance of any provision of this agreement may be waived (either generally or any particular instance and either retroactively or prospectively) only with the written consent of the parties.  No failure by either party to enforce any rights hereunder shall constitute a waiver of such right then or in the future.
 
13.7 Headings.  Headings and captions are for convenience only and are not to be used in the interpretation of the Agreement.
 
13.9 Enforcement.  CTP in any action to enforce this agreement will be entitled to recover reasonable attorney’s fees and expenses and costs in connection with such action.
 
13.10    Independent Contractors.  The relationship of CTP and Client established by this agreement is that of independent contractors and nothing in this Agreement shall be construed (i) to give either party the power to direct or control the day to day activities of the other or (ii) to constitute the parties as partners, franchisees, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.  Further, nothing in this agreement shall prevent CTP from licensing or providing the CTP Software or similar services to any Third Party or from engaging in any development of software or products similar in any manner to the CTP Software  provided hereunder.
 
13.11    Equitable Relief.  The parties agree that a material breach of this agreement adversely affecting CTP’s proprietary rights in the CTP Software would cause irreparable injury to CTP for which monetary damages should not be an adequate remedy and that CTP shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.
 
13.12    Export Compliance.  The rights and obligations of Client regarding the CTP Software shall be subject to applicable United States and foreign laws and regulations governing licensing, delivery or export of technology or content abroad.
 
13.13    Invoices.  The terms, provisions or conditions of any purchase order or their business form or written authorization used by Client will have no effect on the rights, duties or obligations of the parties under, or otherwise modify, this agreement, regardless of any failure of CTP to object to those terms, provisions or conditions.
 
13.14    Severability.  If for any reason a court of competent jurisdiction finds any provision of this agreement, or portion thereof, to be unenforceable, that provision of the agreement will be enforced to the maximum extent permissible so as to effect the economic intent of the parties, and the remainder of this Agreement will continue in full force and effect.
 
13.15    Counterparts.  This agreement may be executed in counterparts and by telecopy, each of which shall be considered an original, but all of which taken together shall constitute one and the same instrument.  This agreement may also be executed electronically by “click button agreement” or other electronic signature, and in any event, binds the Client and any other End-User upon use of the CTP Software.
 
13.16    Entire Agreement.  This Agreement constitutes the entire agreement of the parties concerning its subject matter and supersedes any and all prior or contemporaneous, written or oral negotiations, correspondence, understandings and agreements between the parties respecting the subject matter of this agreement.