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MASTER SUBSCRIPTION AGREEMENT
FOR USERS OF VIRTUSOFT SOLUTIONS, LLC
SOFTWARE PRODUCTS
1. Notice to End User.
This End User License Agreement (EULA) is a CONTRACT between you (either an individual or a single entity) and Virtusoft Solutions, LLC ("Virtusoft"), which covers your use of the Virtusoft software product that accompanies this EULA and related software components, which may include associated media, printed materials and "on-line" or electronic documentation. All such software and materials are referred to herein as the Software Product. A software license, issued to a designated user only by Virtusoft or its authorized agents, is required for each user of the Software Product. If you do not agree to the terms of this EULA, then do not install or use the Software Product or Software Product License. By explicitly accepting this EULA, however, or by installing, copying, down loading, accessing or otherwise using the Software Product and/or Software Product License, and by clicking the "I ACCEPT" option displayed as part of the ordering process, you agree to the following terms and conditions (the "Agreement") governing your use of Virtusoft's on-line service, including on-line components and all other aspects of the Software Product (collectively the "Service"). If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to commit such entity to these terms and condition, in which case the terms "YOU" or "YOUR" shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must select the "I DECLINE" option and may not use the service.
2. Privacy and Security Disclosure.
Virtusoft's privacy and security policies may be viewed at http://www.govirtusoft.com/privacy.html. Virtusoft reserves the right to modify its privacy and security policies in its sole discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from time to time from Virtusoft. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Personal Setup. Because the Service is a hosted, on-line application, Virtusoft occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that Virtusoft can disclose the fact that you are a paying customer and the edition of the Service that you are using.
3. License Grant and Restrictions.
Virtusoft hereby grants you a non-exclusive, non-transferable, right to use the Service solely for your internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Virtusoft and its licensors.
a. You may not access the Service if you are a direct competitor of Virtusoft, except with Virtusoft's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality or for any other benchmarking or competitive purposes.
b. You shall not (i) license, sub license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based devise; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions, or graphics of the Service or (c) copy any ideas, features, functions, or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
c. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable law; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or program; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
d. Virtusoft reserves the right to monitor compliance with this EULA and to restrict the use of the Software for non-compliance.
e. Virtusoft reserves the right to ask you to provide legal documents to us in order to verify that you are the real credit card holder if Virtusoft has reasons to believe that an order is fraudulent and Virtusoft reserves the right to cancel/refund the order if these required documents are not provided by you.
f. You may make copies of Software Product as reasonably necessary for the use authorized above, including as needed for backup and/or archival purposes. No other copies may be made. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software Product. You may install each Software Product License on a single website/domain and make copies of the Software Product License as necessary only for backup and/or archival purposes. No other copies may be made. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software Product License.
g. The primary user of the Computer in which the Software Product is installed ("Primary User") may install a second copy of the Software for his or her exclusive use on either a portable Computer or Computer located at his or her home, provide that the Software on the portable or home Computer is not used at the same time as the Software on the primary Computer. You may be required to contact Virtusoft in order to make a second copy.
h. YOU MAY NOT RENT, LEASE, SELL, SUB LICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOFTWARE OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL'S OR LEGAL ENTITY'S COMPUTER EXCEPT AS MAY BE PERMITTED HEREIN. You may, however, permanently transfer all your rights to use the Software to another individual or legal entity provided that: (i) you also transfer (a) this Agreement, (b) the serial number(s), the Software and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, upgrades, updates and prior versions, and (c) all copies of font software converted into other formats to such individual or entity; (d) you retain no upgrades, updates or copies, including backups and copies stored on a computer; and (e) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions under which you purchased a valid license to the Software. NOT WITHSTANDING THE FOREGOING, YOU MAY NOT TRANSFER EDUCATION, PRE-RELEASE, OR "NOT FOR RESALE" COPIES OF THE SOFTWARE. Prior to the transfer, Virtusoft requires that you and the receiving party confirm in writing your compliance with this Agreement, provide Virtusoft with information about yourselves and register as end-users of the Software. Allow 4-6 weeks to transfer. Contact Virtusoft for more information.
4. Your Responsibilities.
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall:
a. Notify Virtusoft immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
b. Report to Virtusoft immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your User; and
c. Not impersonate another Virtusoft user or provide false identity information to gain access to or use the Service.
5. Customer Account Information and Data.
Virtusoft does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Virtusoft, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of Customer Data and Virtusoft shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Virtusoft will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Virtusoft reserves the right to withhold, remove and/or discard Customer Data without notice for any breach including, without limitation, your non-payment. Upon termination for cause your right to access and use Customer Data immediately ceases and Virtusoft shall have no obligation to maintain or forward any Customer Data.
a. You have the absolute responsibility to create and preserve additional backup. The additional backup created and preserved by you is the backup on which you must rely.
6. Intellectual Property Ownership.
Virtusoft alone (and its licensors, where applicable) own all right, title and interest, including all related Intellectual Property Rights, in and to the Virtusoft Technology, Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Virtusoft Technology or the Intellectual Property Rights owned by Virtusoft. The Virtusoft name, the Virtusoft logo and the product names associated with the Service are trademarks of Virtusoft or third parties and no right or license is granted to use them. Virtusoft reserves all intellectual property rights, including copyrights and trademark rights.
a. The Software Product is protected by laws and treaties of the U.S., other countries, and international copyright, as well as other intellectual property laws and treaties. You must not remove or alter any copyright notices on any copies of the Software Product.
7. Third Party Interactions.
During use of the Service you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity and any terms, conditions, warranties or representations associated with such activity is solely between you and the applicable third-party. Virtusoft and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Virtusoft does not endorse any sites on the Internet that are linked through the Service. Virtusoft provides these links to you only as a matter of convenience and in no event shall Virtusoft or its licensors be responsible for any content, products or other materials on or available from such sites. Virtusoft provides the Service to you pursuant to the terms and conditions of this Agreement. You must recognize, and acknowledge that you do recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different licenses or other terms prior to your use of or access to such software, hardware or services.
8. Charges and Payment of Fees.
You shall pay, and you hereby agree to pay, all fees or charges to your account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. All fees, charges and billing terms are attached hereto and accessible by clicking on "Charges and Payment of Fees".
9. Excess Data Storage Fees.
The maximum disk storage space provided to you at no additional charge is (TO BE DETERMINED).
10. Billing and Renewal.
Virtusoft charges and collects in advance for the Service. Virtusoft uses an outside billing company which will automatically renew and bill your credit card or issue an invoice to you on a monthly or annual basis on the subsequent anniversary as Virtusoft and you mutually agree. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term unless Virtusoft has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an "as-quoted" basis. Virtusoft's fees are exclusive of all taxes, levies or duties imposed by taxing authorities and you will be responsible for payment of all such taxes, levies or duties, excluding only United States Federal, State or Local taxes based solely on Virtusoft's income.
a. You agree to provide Virtusoft with complete and accurate billing and contact information. This information includes your legal company name (as set forth on the documents by which your company was officially created), street address, e-mail address and name and telephone number of an authorized billing contact and License Administrator (if any). You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Virtusoft reserves the right to terminate your access to the Service in addition to any other legal remedies available to Virtusoft.
b. All payments must be paid in U.S. currency.
c. If you believe your bill is incorrect, you must contact Virtusoft, in writing, within 30 days of the invoice date of the invoice containing the amount which is questioned in order to be eligible to receive an adjustment or credit.
d. Virtusoft absolutely disclaims any liability for any loss of your identity whether by Virtusoft, its employees, staff, or agents or by the outside billing company, its employees, staff or agents.
11. Non-Payment and Suspension.
In addition to any other rights granted to Virtusoft herein, Virtusoft reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (i.e.. if you have not paid your account by more than 30 days). Delinquent invoices are subject to interest of 1% per month on any outstanding balance or the maximum permitted by law, whichever is greater, plus all expenses of collection. You will continue to be charged for the User licenses during any period of suspension. If you or Virtusoft initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section, Paragraph 8 above. You agree that Virtusoft may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
a. Virtusoft reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Virtusoft has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
12. Termination Upon Expiration.
This Agreement commences on the Effective Date. The termination shall be as set forth on the Agreement between you and Virtusoft but may be terminated at any time at Virtusoft's sole discretion if you fail to comply with any term or condition of this Agreement. In such event you agree to return to Virtusoft or to destroy all copies of the software upon termination of the License.
a. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Virtusoft's then current fees.
b. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then Current License Term, by notifying the other party in writing at least five business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Virtusoft will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Virtusoft has no obligation to retain the Customer Data and may delete such Customer Data more than 30 days after termination. You acknowledge that it is for this reason that Virtusoft has strongly recommended that you create your own backup, as herein above set forth in this Agreement in Paragraph 5a.
13. Termination for Cause.
Any breach of you payment obligations or unauthorized use of the Virtusoft Technology or Service will be deemed a material breach of this Agreement. Virtusoft, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Virtusoft may terminate a free account at any time in its sole discretion.
a. You agree and acknowledge that Virtusoft has no obligation to retain the Customer Data and may delete such Customer Data if you have materially breached this Agreement, including but not limited to: (i) failure to pay outstanding fees; (ii) such breach as has not been cured within 30 days of notice of such breach; and (iii) what, in the sole discretion of Virtusoft, is your lack of sufficient computer knowledge to correctly and properly use the Software program.
14. Refund Policy.
Please take time and evaluate the Software Program using our on-line demo or trial version. Before purchase, make certain that your server supports the software requirements. Refunds will not be given for the user's lack of knowledge of the software's functionality, limitations or restrictions.
a. You acknowledge that Virtusoft has provided every opportunity for you to evaluate the software prior to purchase.
b. If you have any questions, please contact Virtusoft's staff before making your purchase. Complete source code is shipped with the software. The digital nature of the product makes it non-returnable. Therefore, all sales are final. Refunds are NOT given for installation fees or other non-product labor costs.
15. Representations and Warranties.
You and Virtusoft represent and warrant that each has the legal power and authority to enter into this Agreement. Virtusoft represents and warrants that it will provide the Service in the manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the on-line Virtusoft help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
16. Disclaimer of Warranties.
VIRTUESOFT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. VIRTUSOFT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT
a. The use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
b. The Service will meet your requirements or expectations;
c. Any stored data will be accurate or reliable;
d. The quality of any products, services, information or other material purchased or obtained by you through this service will meet your requirements or expectations.;
e. Errors or defects will be corrected, or;
f. The Service or the server's that make the Service available are free of viruses or other harmful components.
THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY VIRTUSOFT AND ITS LICENSORS.
17. Internet Delays.
Virtusoft's services may be subject to limitations, delays, lack of any service, interruptions and other problems inherit in the use of the Internet and electronic communications. Virtusoft is not responsible for any delays, delivery failures, lack of any service or interruptions or any damage resulting from such problems.
18. No Liability.
In no event shall either you or Virtusoft's aggregate liability exceed the amounts actually paid by and/or due from you in the twelve month period immediately preceding the event giving rise to such claim. In no event shall you or Virtusoft and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with, this service, including but not limited to, the use or inability to use the Service, or for any content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
19. Installation Service.
If installation service is not required/ordered, product is usually delivered by e-mail within 24 hours after the order has been received, but please allow a maximum of three business days for delivery in special circumstances (anti-fraud verifications, Internet connection problems, etc.).
Please allow a maximum number of four business days for providing the paid installation service, if you have ordered such service. The timeframe is considered from the moment when all required Server information has been received. Installation service will not be delivered if your server does not meet the software requirements.
20. Additional Rights.
Certain states and/or jurisdictions do not permit the exclusion of implied warranties or limitation of liability for incidental, consequential or other types of damages, so the exclusion set forth above may not apply to you.
21. Local Laws and Export Control.
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury, Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of other countries. You acknowledge and agree that the site shall not be used, and none of the underlying information, software or technology may be transferred or otherwise exported or re-exported, to countries to which the United States maintains an embargo or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or U.S. Department of Commerce's Table of Denial Orders (collectively "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
a. Virtusoft and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. You agree that none of the Content, or any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the United States Government.
22. Notice.
Virtusoft may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Virtusoft's account information or by written communication sent by first class mail to your address on record in Virtusoft's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or 12 hours after sending by e-mail. You may give notice to Virtusoft (such notice shall be deemed given when received by Virtusoft) at any time by any of the following: letter sent by confirmed facsimile to Virtusoft at its fax number, to wit, (717) 843-0742; letter delivered by nationally recognized overnight delivery service or first class postage pre-paid mail to Virtusoft at PO Box 2618, York, PA 17405 or by e-mail to: customerservice@govirtusoft.com by which you have received confirmation, printed by you and available for inspection, that the e-mail has been delivered.
23. Modification of Terms.
Virtusoft reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible to regularly review this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
24. Assignment; Change and Control.
This Agreement may not be assigned by you without the prior written approval of Virtusoft but may be assigned without your consent by Virtusoft to:
a. A parent or subsidiary,
b. An acquirer of its assets; or
c. A successor by merger.
Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results, or would result, in a direct competitor of Virtusoft directly or indirectly owning or controlling 50% or more of you shall entitle Virtusoft to terminate this Agreement for cause immediately upon written notice, as herein before set forth.
25. Governing Law.
These Terms and Conditions shall be construed, interpreted and performed according to the laws, excluding conflict of law rules, of the Commonwealth of Pennsylvania, United States of America. Any legal action must be filed and commenced within one year after it arises. The failure of you or Virtusoft to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. The Uniform Commercial Code as adopted by the Commonwealth of Pennsylvania will be applied, without application of any similar state or international law or treaty.
26. Dispute Resolution.
You and Virtusoft shall exercise your best efforts to resolve by negotiation any and all disputes, controversies or differences arising out of or relating to this Agreement. All disputes, controversies or differences between the parties that are not settled by negotiation shall be mutually decided in accordance with the Common Law Arbitration Rules as set forth in 42 Pa. C.S.A. §7341 and judgment will be entered on the award. The arbitrator(s) will be bound by the express terms of this Agreement. The site of arbitration will be in the City of York, County of York, Commonwealth of Pennsylvania and the arbitrator(s) will be bound by the applicable laws of the Commonwealth of Pennsylvania.
27. Force Majeure.
Virtusoft will not be liable or held responsible for any delays or losses resulting directly or indirectly, from Acts of God, severe weather conditions, labor disputes, governmental actions, inability to obtain permits, licenses, raw materials or shipments of Product, war, riots, shortages or any other circumstances or causes beyond Virtusoft's reasonable control.
28. Sales Tax.
Applicable state and local tax will be charged on orders unless you provide Virtusoft with an Exemption Certificate. You must note your tax-exempt status when ordering.
29. Freight.
Unless otherwise stated with the order, you will pre-pay for any freight cost associated with the delivery of product to its destination. Local delivery charges may apply. Any extra or additional charges or services rendered in transit or at the destination will be your responsibility. Title and risk of loss will pass to you upon delivery to the carrier charged with delivery of the product to you.
30. Questions or Additional Information.
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to customerservice@govirtusoft.com.
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