END USER LICENSE AGREEMENT
This End User License Agreement (“Agreement”) is a binding legal contract between you (either an individual or a legal entity) and MorrisCore (“Licensor”). By installing, accessing or using the software and any associated documentation and Enhancements (as defined below) provided with this Agreement (collectively, the “Software”) you will be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, Licensor is not willing to license any right to use or access the Software to you. In such event, you may not install, access, use or copy the Software.
APPLICATION ACCESS AND USE LICENSE
The Software is licensed to you, not sold. Except for the limited license granted in this Agreement, Licensor and its licensors retain all right, title and interest in the Software, all copies thereof, and all proprietary rights in the Software, including copyrights, patents, trademarks and trade secret rights.
- GRANT OF LICENSE.This Agreement grants you the following rights, as applicable:
- License. During the term of this Agreement, Licensor grants you a revocable, nontransferable, nonexclusive license to use the object code version of the Software for the purpose of installation and use on hardware devices (to be provided by you) solely for use within your organization.
- Enhancements. Licensor reserves the right to upgrade, enhance, change or modify the Software at any time in its sole discretion (“Enhancements”). Any Enhancements made available to you by Licensor, if any, will be subject to the terms of this Agreement, except to the extent that conflicting or more restrictive provisions are agreed upon in future agreements relating to such Enhancements
- Third Party Components. The Software and future Enhancements may contain certain third party components (“Third Party Components”) which are provided to you under terms and conditions which are different from this Agreement, or which require Licensor to provide you with certain notices and/or information. Your use of each Third Party Component which contains or is accompanied by its own license agreement will be subject to the terms and conditions of such other license agreement, and not this Agreement. Notwithstanding the foregoing, the following terms and conditions apply to all “Third Party Components”: (i) all Third Party Components are provided on an “AS IS” basis; (ii) Licensor will not be liable to you or indemnify you for any claims related to the Third Party Components; and (iii) Licensor will not be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages with respect to the Third Party Components. Your sole and exclusive remedy with regard to any defect, claim, or other dispute relating to the Third Party Components is to cease use of such components.
- Beta Software. Licensor may designate certain Enhancements or new releases of an Software as “Beta Software”. Such Beta Software will not be ready for use in a production environment. At this early stage of development, operation of the Beta Software may be unpredictable and lead to erroneous results. You acknowledge and agree that: (i) the Beta Software is experimental and has not been fully tested; (ii) the Beta Software may not meet your requirements; (iii) the use or operation of the Beta Software may not be uninterrupted or error free; (iv) your use of the Beta Software is for purposes of evaluating and testing the product and providing feedback to Licensor; (v) you shall inform your employees, staff members, and other users regarding the nature of the Beta Software; and (vi) you will hold all information relating to the Beta Software and your use of the Beta Software, including any performance measurements and other data relating to the Beta Software, in strict confidence and shall not disclose such information to any unauthorized third parties. Your use of the Beta Software shall be subject to all of the terms and conditions set forth herein relating to the Software. You shall promptly report any errors, defects, or other deficiencies in the Beta Software to Licensor. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ALL BETA SOFTWARE IS PROVIDED “AS-IS” AND “AS-AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. You hereby waive any and all claims, now known or later discovered, that you may have against Licensor and its suppliers/licensors arising out of your use of the Beta Software.
- Syncing. If you are using one of our e-mail syncing systems (“plug-in software”), our systems download your emails and search through your Infusionsoft contacts on our server to match emails with contacts and to store these emails into Infusionsoft. Since Infusionsoft supports the adding of emails to your Infusionsoft email history (“attaching emails”), but does not support the removal of attached emails, once you use our email syncing system we have no way of removing emails for any reason. If you are looking to remove previously attached emails, please refer to Infusionsoft directly for additional information.
- InfusionSoft. Should you provide us with your InfusionSoft access information, we do the following: Access the information needed in order to provide you with all of the features you need in our software. This includes accessing your data through the InfusionSoft API, through normal signing in if needed for support or additional features not supported by the API. We gather any data needed for the features of our software. We will not share this data or access with anyone without your explicit permission.
- Term. The license will commence on the date you first use the Software or accept this Agreement, whichever is earlier, and continue in effect until it is terminated as provided in Section 5 (Termination).
- LIMITATIONS ON LICENSE.The license granted to you in this Agreement is restricted as follows:
- Limitations on Copying and Distribution. You may not copy or distribute the Software except to the extent that copying is necessary to use the Software for purposes set forth herein. You may make a single copy of the Software for backup and archival purposes.
- Limitations on Reverse Engineering and Modification. You may not reverse engineer, decompile, disassemble, modify or create works derivative of the Software. You may not alter or modify any disabling mechanism which may be resident in the Software.
- Sublicense, Rental, and Third Party Use. You may not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Software, or directly or indirectly permit any third party to use or copy the Software.
- Proprietary Notices. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Software. You must reproduce the copyright and all other proprietary notices displayed on the Software on each permitted back-up or archival copy.
- Use in Accordance with Documentation. All use of the Software shall be in accordance with its then current documentation.
- Compliance with Applicable Law. You shall be solely responsible for ensuring that your use of the Software is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations.
- Confidentiality. You acknowledge and agree the Software and associated documentation constitute valuable proprietary and confidential information and intellectual property (collectively, the “Proprietary Information”) of Licensor. You may not use or disclose the Proprietary Information without Licensor’s prior written consent, except disclosure to and subsequent uses by your employees and contractors who have a need-to-know, provided such employees and contractors have executed written agreements restricting use or disclosure of Proprietary Information that are at least as protective as those set forth in this Agreement. You agree to use at least the same degree of care in protecting the Proprietary Information as you use to protect your own similar information, but in no event less than reasonable care. You acknowledge that due to the unique nature of the Proprietary Information, Licensor will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Proprietary Information. In addition to any other remedies that may be available in law, in equity or otherwise, Licensor shall be entitled to obtain injunctive relief to prevent such unauthorized use or disclosure. You shall not use any information or data disclosed by Licensor in connection with this Agreement to contest the validity of any Licensor intellectual property. Any such use of Licensor’s information and data shall constitute a material, non-curable breach of this Agreement.
- MAINTENANCE SERVICES. From time to time, Licensor may decide to offer services to maintain the software (“Maintenance Services”). During the period for which you pay for Maintenance Services, Licensor will provide you with any Enhancements that Licensor distributes to its other customers generally without additional charge. If Licensor distributes any Enhancement as an option or new product for which it charges an additional fee, it will make such option or new product available to you on the same terms as it offers generally to other similarly situated customers.
- FEES. The license fees payable to Licensor for the rights hereunder are as set forth in the separate Software Order Form or similar ordering document provided by Licensor describing the license fees and any other fees owed by you.
- Breach of Agreement. Without prejudice to any other rights, Licensor may terminate this Agreement on thirty (30) days prior written notice if you fail to comply with any of the terms and conditions of this Agreement and fail to cure the failure within the foregoing period.
- Infringement Claims. In the event of a claim of intellectual property infringement by any third party relating to the Software (“Infringement Claims”), Licensor reserves the right to immediately terminate this Agreement and the rights granted hereunder. In such event, Licensor shall refund a pro rata portion of any prepaid fees.
- Termination for Convenience. You may terminate this Agreement at any time by discontinuing use of the Software, complying with your termination obligations set forth below, providing Licensor written notice, and returning the Software to Licensor.
- Licensee’s Termination Obligations. In the event of any expiration or termination of this Agreement for any reason, you must remove all copies of the Software and all of its components from all of your systems, and destroy all related media and documentation, if any. The license granted to the Software will automatically terminate on expiration or termination of this Agreement.
- WARRANTY DISCLAIMER. THE APPLICATION AND MAINTENANCE SERVICES ARE PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE APPLICATION AND MAINTENANCE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE ANY ADDITIONAL LICENSOR WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF LICENSOR’S OBLIGATIONS HEREUNDER.
LICENSOR MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH REGARD TO ANY, HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING OBTAINED BY VENDOR FROM THIRD PARTIES (COLLECTIVELY, THE “THIRD PARTY ITEMS”). LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE/NON-INFRINGEMENT, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE THIRD PARTY ITEMS. VENDOR SHOULD CONSULT THE RESPECTIVE VENDORS/MANUFACTURERS OF THE THIRD PARTY ITEMS FOR WARRANTY AND PERFORMANCE INFORMATION.THE APPLICATION MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT LICENSOR DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. LICENSOR SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS/LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT DAMAGES, OR ANY OTHER DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE APPLICATION, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE). IN ANY CASE, THE ENTIRE LIABILITY OF LICENSOR AND ITS SUPPLIERS/LICENSORS UNDER THIS AGREEMENT FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO THE INITIAL LICENSE FEE PAID BY YOU, IF ANY, FOR THE APPLICATION.
Some states do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the above may not apply to you.
- INDEMNITY. You agree to indemnify, defend and hold harmless Licensor and its parent and their respective officers, directors, shareholders, agents, affiliates, and licensors from and against any and all third party claims of any kind (along with attorney’s fees and litigation costs) arising out of, resulting from, or in connection with your breach of this Agreement or your use or misuse of the Software, including any combination of the Software with any hardware, software, or other intellectual property not provided by Licensor.
- GOVERNING LAW. This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Virginia, as applied to agreements entered into and wholly performed within Virginia between Virginia residents and residents of other states in the United States of America. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any action or proceeding brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in Charlottesville, Virginia, and the parties submit to the in personam jurisdiction of such courts for purposes of any action or proceeding.
- GENERAL. This Agreement constitutes the entire understanding and agreement between Licensor and you with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. In particular, if you are a current licensee of the Software, this Agreement shall supersede your existing license agreement and that agreement shall be of no further force or effect. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by authorized representatives of both parties. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Any failure by Licensor to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision. The following provisions shall survive any termination or expiration of this Agreement: Sections 2 (Limitations on License), 5 (Termination), 6 (Warranty Disclaimer), 7 (Limitation of Liability), 8 (Indemnity), 9 (Governing Law), 10 (General), and 11 (U.S. Government Rights). Licensor may assign any of its rights or obligations hereunder as it deems necessary. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
- U.S. GOVERNMENT RIGHTS. The Software is commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101. If acquired by or on behalf of any the Department of Defense (“DOD”) or any component thereof, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer Software.
- AUTHORIZATION. By downloading, installing, accessing, or using the Software, you indicate that you have the authority to bind yourself and your organization to the terms of this Agreement.