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 Bargain. CTP 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 Place. It 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.