Computer System Innovations, Inc.
END USER LICENSE AGREEMENT FOR COMPUTER SYSTEM INNOVATIONS, INC. SOFTWARE
IMPORTANT - READ CAREFULLY: This End User License Agreement ("EULA") is a binding agreement between Computer System Innovations, Inc. ("CSI") and the person or entity (“you”) identified in the quote, order form, and/or invoice incorporating this EULA by reference (each and/or both and/or all, an “Order”). This EULA and the applicable Order constitutes the full and complete agreement between CSI and you for the computer software product identified in the applicable Order ("SOFTWARE PRODUCT"). The SOFTWARE PRODUCT also includes any “online” or electronic documentation that may be made available with the SOFTWARE PRODUCT (“Documentation”) as well as any updates, upgrades, bug fixes, patches, and other error corrections and supplements to the original SOFTWARE PRODUCT provided to you by CSI (“Updates”). Any software provided along with the SOFTWARE PRODUCT that is associated with a separate end user license agreement is licensed to you under the terms of that end user license agreement.
CSI PROVIDES THE SOFTWARE PRODUCT SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS EULA AND THE APPLICABLE ORDER AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY SUBMITTING OR PAYING AN ORDER REFERENCING THIS EULA, EXECUTING A SERVICES AGREEMENT REFERENCING THIS EULA, AND/OR CLICKING THE “ACCEPT” OR “AGREE” BUTTON WHEN INSTALLING OR USING THE SOFTWARE PRODUCT, YOU, ON YOUR BEHALF AND THAT OF YOUR AUTHORIZED USERS, (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU, AND YOUR AUTHORIZED USERS, ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) IF YOU ARE AN INDIVIDUAL, YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF YOU ARE A CORPORATION, GOVERNMENTAL ORGANIZATION, NOT-FOR-PROFIT OR NON-PROFIT ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH CORPORATION, ORGANIZATION, OR ENTITY AND BIND IT TO THESE TERMS (IN WHICH CASE, “YOU” REFERS TO SUCH CORPORATION, ORGANIZATION, ENTITY). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, CSI WILL NOT AND DOES NOT LICENSE THE SOFTWARE PRODUCT TO YOU AND YOU MUST NOT DOWNLOAD, INSTALL, AND/OR USE THE SOFTWARE PRODUCT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA OR YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS EULA, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS EULA OR THE APPLICABLE ORDER, AND THIS EULA EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT YOU DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF THE SOFTWARE PRODUCT.
- SOFTWARE PRODUCT LICENSE.
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
Subject to and conditioned upon your payment of all applicable fees and your strict compliance with all the terms and conditions set forth in this EULA and the applicable Order, CSI hereby grants to you a non-exclusive, non-transferable, non-assignable (except as expressly set forth in Section 13), non-sublicensable, limited license during the Term (defined below) to download, install, and use the SOFTWARE PRODUCT solely as set forth in this EULA. This license grants you the right to:
- Download and install the SOFTWARE PRODUCT in accordance with the Documentation for use on a single live iMIS database and a single test iMIS database licensed and controlled by you. For clarity, the foregoing license does not permit you to share or use the SOFTWARE PRODUCT concurrently on different iMIS databases, other than a test database, unless otherwise expressly stated in the Order. The SOFTWARE PRODUCT may allow access to one or more web presentations (pages) from one or more Internet address(es).
- Make copies of the SOFTWARE PRODUCT, or install a copy of the SOFTWARE PRODUCT on a network server used for your internal network(s), in each case solely for your internal business purposes, for archival purposes, and/or for backup and restoration purposes; provided that you shall not, and shall not allow any individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity (“Person”) to install, access, or use any such copy other than as expressly permitted hereunder. All copies of the SOFTWARE PRODUCT made by you:
- will be the exclusive property of CSI;
- will be subject to the terms and conditions of this EULA and the applicable Order; and
- must include all trademark, copyright, patent, and other intellectual property rights notices contained in the original.
- Use and run the SOFTWARE PRODUCT as properly installed in accordance with this EULA, the applicable Order, and the Documentation, solely as set forth in the Documentation and solely for your internal business purposes. Unless otherwise stated in the applicable Order, you may permit only your employees, consultants, contractors, agents, and/or third parties with whom you transact business (including, but not limited, to donations) (i) who are authorized by you to access and use the SOFTWARE PRODUCT under the rights granted to you pursuant to this EULA and (ii) for whom access to the SOFTWARE PRODUCT has been purchased hereunder (“AUTHORIZED USERS”) to access and use of the SOFTWARE PRODUCT.
- USE RESTRICTIONS AND LIMITATIONS.
You shall not, and shall require your Authorized Users not to, directly or indirectly:
- Use the SOFTWARE PRODUCT beyond the scope of the license granted under Section 1;
- Provide any Person other than your Authorized Users with access or use of the SOFTWARE PRODUCT ;
- Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the SOFTWARE PRODUCT or any part thereof;
- Combine the SOFTWARE PRODUCT or any part thereof with, or incorporate the SOFTWARE PRODUCT or any part thereof in, any other programs with the exception of your authorized, licensed copy of the iMIS database and, unless otherwise agreed in writing, do so with more than one (1) iMIS database;
- Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or gain access to the source code for the SOFTWARE PRODUCT or any part thereof;
- Separate the components of the SOFTWARE PRODUCT for use on more than one iMIS database;
- Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the SOFTWARE PRODUCT, including any copy thereof.
- Except as expressly set forth in Section 1, copy the SOFTWARE PRODUCT, in whole or in part;
- Rent, lease, lend, sell, sublicense, assign (except as expressly set forth in Section 13), distribute, publish, transfer, or otherwise make available the SOFTWARE PRODUCT, or any features or functionality of the SOFTWARE PRODUCT, to any third party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web-hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or services;
- Use the SOFTWARE PRODUCT in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including:
- power generation systems;
- aircraft navigation or communication systems, air traffic control systems, or any other transport management systems;
- safety-critical applications, including medical or life-support systems, vehicle operation applications, or any police, fire, or other safety response systems; and
- military or aerospace applications, weapons systems, or environments;
- use the SOFTWARE PRODUCT in violation of any law, regulation, or rule; or
- use the SOFTWARE PRODUCT for purposes of competitive analysis of the SOFTWARE PRODUCT, the development of a competing software product or service, or any other purpose that is to CSI’s commercial disadvantage.
- DEPENDENCY ON iMIS DATABASE. You acknowledge that the proper functioning of the SOFTWARE PRODUCT depends upon the availability of, and integration with, your licensed copy of the iMIS database and that CSI has no control over such availability and integration. Accordingly, CSI makes no representations, warranties, or covenants regarding the functioning of the SOFTWARE PRODUCT, or any particular features thereof, to the extent such functioning or feature(s) depends upon the availability of the iMIS database. Nothing in this EULA or the Order(s) hereto creates any obligations on CSI’s part with respect to the iMIS database.
- SUPPORT SERVICES AND UPDATES.
- Subject to Section 4(c), CSI will provide you with basic support services related to the SOFTWARE PRODUCT as described in CSI’s then-current support policies ("Support Services") for the period for which you have paid all applicable fees for Support Services. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. For clarity, however, Support Services do not include installation, configuration, customization, or implementation and specifically exclude database corruption or any issues arising from integration with the iMIS database. With respect to technical information you provide to CSI as part of the Support Services, CSI may use such information for its business purposes, including for product support and development.
- The Support Services shall include those Updates for the SOFTWARE PRODUCT that CSI makes generally available free of charge to all licensees of the SOFTWARE PRODUCT then entitled to Support Services. CSI may develop and provide Updates in its sole discretion, and you agree that CSI has no obligation to develop any Updates at all or for particular issues. You further agree that all Updates will be deemed part of the SOFTWARE PRODUCT, and related documentation will be deemed Documentation, all subject to all terms and conditions of this EULA. You acknowledge that CSI may provide some or all Updates via download from a website designated by CSI and that your receipt thereof will require an internet connection, which connection is your sole responsibility. CSI has no obligation to provide Updates via any other media. Support Services do not include any new version or new release of the SOFTWARE PRODUCT that CSI may issue as a separate or new product, and CSI may determine whether any issuance qualifies as a new version, new release, or Update, in its sole discretion.
- CSI has no obligation to provide Support Services or Updates: (i) for any but the most current version or release of the SOFTWARE PRODUCT; (ii) for any copy of the SOFTWARE PRODUCT for which all previously-issued Updates have not been installed; (iii) if you are in breach under this EULA (including, without limitation, failure to timely pay all fees for Support Services; or (iv) for any SOFTWARE PRODUCT that has been modified other than by or with the authorization of CSI, or that is being used with any hardware, software, configuration, or operating systems not specified in the Documentation or expressly authorized by CSI in writing.
- CONSENT TO USE OF DATA – ANONYMIZED STATISTICS. For purposes of this EULA, “Anonymized Statistics” means data and information related to your and your Authorized Users’ use of the SOFTWARE PRODUCT that is used by CSI in an anonymized manner and that may be aggregated by CSI, including to compile statistical and performance information related to the provision and operation of the SOFTWARE PRODUCT. Notwithstanding anything to the contrary in this EULA, CSI may monitor your, and your Authorized Users’, use of the SOFTWARE PRODUCT and collect and compile Anonymized Statistics. As between CSI and you (including your Authorized Users), all right, title, and interest in Anonymized Statistics, and all intellectual property rights therein, belong to and are retained solely by CSI. You acknowledge that CSI may compile Anonymized Statistics based on data you or your Authorized Users input into the SOFTWARE PRODUCT. You agree that CSI may (i) make Anonymized Statistics publicly available in compliance with applicable law and (ii) use Anonymized Statistics to the extent and in the manner permitted under applicable law; provided that such Anonymized Statistics do not identify you or your Confidential Information.
- TERM AND TERMINATION. This EULA and the license granted hereunder and under the applicable Order shall remain in effect for the term set forth on the applicable Order or until earlier terminated as set forth herein (the “Term”). Without prejudice to any other rights, CSI may terminate this EULA, each Order hereunder, and the license granted hereunder if you: (a) materially breach the terms and conditions of this EULA (including, without limitation, fail to timely pay any fees due under an Order) and fail to cure the breach within thirty (30) days of CSI’s written notice to you or (b) file, or have filed against you, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, make or seek to make a general assignment for the benefit of creditors or apply for, or consent to, the appointment of a trustee, receiver, or custodian for a substantial part of your property, such termination to be effective immediately. Upon expiration of the Term or termination of this EULA, the license granted hereunder shall also terminate, and you shall cease using and destroy all copies of the SOFTWARE PRODUCT and all of its component parts, including, without limitation, the Documentation. No expiration or termination shall affect your obligation to pay all fees (including Support Services fees) that may become due before such expiration or termination, or entitle you to any refund, in each case except as set forth in Section 9.
- INTELLECTUAL PROPERTY RIGHTS.
- Ownership. You acknowledge and agree that the SOFTWARE PRODUCT (including the Documentation and Updates) are provided under license, and not sold, to you. You do not acquire any ownership interest in the SOFTWARE PRODUCT under this EULA or any Order hereto, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this EULA. CSI and its licensors reserve and shall retain all right, title, and interest in and to the SOFTWARE PRODUCT (including, but not limited to, any images, photographs, animations, video, audio, music, and text incorporated into the SOFTWARE PRODUCT) all intellectual property rights arising out of or relating to the SOFTWARE PRODUCT, except as expressly granted to you under this EULA.
- Feedback. If you or any of your Authorized Users, employees, or contractors sends or transmits any communications or materials to CSI by mail, email, telephone, or otherwise, suggesting or recommending changes to the CSI IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (”Feedback”), CSI is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign to CSI on your behalf, and on behalf of your Authorized Users, employees, contractors, and/or agents, all right, title, and interest in, and CSI is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although CSI is not required to use any Feedback.
- All license fees and Support Services fees are payable in advance in the manner set forth in the Order and are non-refundable. Any renewal of the license or Support Services shall not be effective until the fees for such renewal have been paid in full.
- LIMITED WARRANTY, EXCLUSIVE REMEDY, AND DISCLAIMER.
- CSI warrants that the SOFTWARE PRODUCT will perform substantially in accordance with the Documentation for a period of ninety (90) days from the date of receipt.
- If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THE LIMITED WARRANTY (NINETY (90) DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.
- Any Updates to the SOFTWARE PRODUCT, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety (90) day limited warranty period, are not covered by any warranty or condition, express or implied, or statutory.
- THE FOREGOING WARRANTIES DO NOT APPLY, AND CSI STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY MATERIALS, INCLUDING, WITHOUT LIMITATION THE iMIS PRODUCT AND DATABASE.
- CSI's and its suppliers' entire liability, and your exclusive remedy, for any breach of the limited warranties provided under this Section 9 shall be, at CSI's option, (i) return of the fees paid (if any) for the SOFTWARE PRODUCT and termination of the license granted hereunder or (ii) repair or replacement of that portion of the SOFTWARE PRODUCT that does not meet the limited warranties provided under this Section 9. You will receive the remedy elected by CSI without charge, except that you are responsible for any expenses you may incur. The limited warranties are void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, misapplication, abnormal use, or a virus. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or ninety (90) days, whichever is longer. Outside the United States, neither these remedies nor any Support Services offered by CSI are available without proof of purchase from an authorized international source.
- EXCEPT FOR THE LIMITED WARRANTIES SET FOR IN THIS SECTION 9, THE SOFTWARE PRODUCT IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CSI, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, CSI PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
- LIMITATION OF LIABILITY.
- IN NO EVENT WILL CSI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE PRODUCT; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- IN NO EVENT WILL CSI’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS EULA OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID TO CSI FOR THE PRODUCT GIVING RISE TO THE LIABILITY PURSUANT TO THE ORDER UNDER WHICH THE LIABILITY AROSE.
- THE LIMITATIONS SET FOR IN SECTION 10(a) AND 10(b) SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS EULA FAIL OF THEIR ESSENTIAL PURPOSE.
- S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are the US Government or any contractor therefor, you shall receive only those rights with respect to the SOFTWARE PRODUCT as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227-7201 through 48 C.F.R. §227-7204, with respect to the Department of Defense and their contractors or (b) 48 C.F.R. 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
- EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE PRODUCT is of U.S.-origin and may be subject to US export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the SOFTWARE PRODUCT (including the Documentation) to, or make the SOFTWARE PRODUCT (including the Documentation) accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the SOFTWARE PRODUCT (including the Documentation) available outside the US.
- You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of CSI, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This EULA is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
- You agree to maintain complete and accurate records in accordance with generally accepted accounting principles, during the Term and for a period of one (1) year after the termination or expiration of this EULA, with respect to matters necessary for accurately determining amounts due hereunder and your compliance herewith. CSI may, at its own expense, on reasonable prior notice, periodically inspect and audit your records with respect to matters covered by this EULA, provided that if such inspection and audit reveals that you have underpaid CSI with respect to any amounts due and payable during the Term, you shall promptly pay the amounts necessary to rectify such underpayment, together with interest. You shall pay for the costs of the audit if the audit determines that your underpayment equals or exceeds 10% for any quarter. Such inspection and auditing rights will extend throughout the Term of this EULA and for a period of one (1) year after the termination or expiration of this EULA.
If you acquired this product in the United States, this EULA is governed by the laws of the State of Illinois.
If this product was acquired outside the United States, then local law may apply.
Should you have any questions concerning this EULA, or if you desire to contact CSI for any reason, please contact CSI, or write: Computer System Innovations, Inc./855 W. Prairie Ave./Wheaton, IL 60187.
Last updated 2018-05-03