212 Software License Agreement
The below agreement applies to all of our software products including 321™, TOPS CA Manager™, and TOPS Maintenance Manager™. Services such as TOPS Internet Backup Service, TOPS Interactive Web Sites, and the Technical Support Maintenance Program are provided under a seperate agreement.
©Copyright 2008 212 Software, LLC All rights reserved. Printed in the United States of America.
NOTICE
212 Software, LLC (“Licensor”) licenses the accompanying software to you only upon the condition that you (the “Licensee”) accept all of the terms contained in this LICENSE AGREEMENT. Please read the terms carefully before continuing installation, as checking the "I Understand and accept the terms of this agreement" checkbox will indicate your assent to said terms. If you do not agree to these terms, please check the "I do not accept the terms of this agreement" checkbox to exit the installation as 212 Software, LLC is unwilling to license the software to you, in which event, you should return the full product within thirty (30) days of purchase for a refund of the software purchase price (less shipping and handling, data conversion, and phone orientation/training costs already provided to you).
PURCHASE AGREEMENT
Licensee hereby purchases from Licensor all of the equipment, software and other items listed on the Order Form(s) exchanged by Licensor and Licensee via email and/or fax. This License Agreement only applies, where appropriate, to said items listed on said Order Form(s) and all derivative uses of said items.
DEFINITIONS
“Source Code” shall mean and refer to the actual software programs in their native programming language, which can be read by and is understandable to human programmers.
“Object Code” shall mean and refer to all computer executable code derived from said Source Code or supplied by 212 Software, LLC
The “Software” includes Object Code programs and all information contained in the “User Manual(s)” furnished, as well as any subsequent corrections or updates, which Licensor may provide later. No Source Code is included under this Agreement.
The term “Software,” as used hereinafter, shall refer to the whole as well as to any portions of such licensed materials, and also to any copies made of such materials.
“Workstation” is defined as one user working on one computer at one time.
“Work Station Key” means a valid key which is required for each user login in order to access the software.
“User Login” means a person, remote user, computer terminal or any entity accessing the software whether by direct network connection, by Internet, or by communication software of any kind.
COPYRIGHT
The software that is the subject of this LICENSE AGREEMENT is owned by 212 Software, LLC and is protected by United States copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any other copyrighted material (e.g. a book or musical recording). No part of this document may be copied, photocopied, reproduced, transmitted, translated, or reduced to any electronic medium or machine readable form by any means, electronic or mechanical, for any purpose other than the purchaser's use, without the express written permission of 212 Software, LLC.
Information in this document is subject to change without notice and does not represent a commitment on the part of 212 Software, LLC. The software described in this document is furnished under this LICENSE AGREEMENT. The software may be used or copied only in accordance with the terms of this LICENSE AGREEMENT. It is against the law to copy the software on any medium except as specifically allowed in this LICENSE AGREEMENT.
TOPS CA Manager™ and 321™ are the trademarks of 212 Software, LLC. All copyrights pertaining to TOPS CA Manager™ and 321™ remain with 212 Software, LLC. None of these trademarks or copyrights may be duplicated or used without the express written consent of 212 Software, LLC.
LICENSE AGREEMENT
The software program(s) which accompanies this LICENSE AGREEMENT (the "SOFTWARE") is the property of 212 Software, LLC and is protected by copyright law. While 212 Software, LLC continues to own the SOFTWARE, you will have certain rights to use the SOFTWARE after your acceptance of this LICENSE AGREEMENT. Except as may be modified by a license addendum which accompanies this LICENSE AGREEMENT, your rights and obligations with respect to the use of this SOFTWARE are as follows:
YOU MAY:
[i] use (1) one copy of the SOFTWARE on a single terminal connected to a single computer (i.e., with a single CPU). To use the SOFTWARE on more than one separate (not networked) computer, you must purchase additional copies of the SOFTWARE;
[ii] make one copy of the SOFTWARE for archival purposes, or copy the SOFTWARE onto the hard disk of your computer and retain the original for archival purposes; or
[iii] use the SOFTWARE on a network, provided that (a) you have a licensed copy of the SOFTWARE for each computer terminal where the SOFTWARE will be used; (b) you have a work station key for each computer that can access the SOFTWARE over that network; or (c) you have a valid work station key for each user login.
YOU MAY NOT:
[i] sublicense, rent or lease any portion of the SOFTWARE;
[ii] reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the SOFTWARE, or create derivative works from the SOFTWARE;
[iii] transfer or assign (“Transfer”) the SOFTWARE and its accompanying written materials without the prior written consent of 212 Software, LLC, which consent will not be unreasonably withheld. You are required to notify 212 Software, LLC, in writing, of the name, address, and serial number of the licensed software for which you are requesting a Transfer, and the name and address of the party to whom you wish to Transfer the SOFTWARE. You must receive written consent from 212 Software, LLC before Transferring the SOFTWARE to such recipient. A license transfer fee may be charged for the transfer of the SOFTWARE. Transfer of the SOFTWARE terminates your license. If transferred, you may not retain any copies of the SOFTWARE, and the recipient agrees to be bound by the terms of this LICENSE AGREEMENT; or
[iv] place, or have placed, the SOFTWARE on any electronic bulletin board or other form of online service.
LIMITED WARRANTY
Purchaser understands and agrees that:
[i] 212 Software, LLC grants no warranties, whether express or implied, to purchaser regarding the SOFTWARE, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement;
[ii] 212 Software, LLC does not warrant that the operation of the SOFTWARE will be uninterrupted or error free, or that the functions or performance of the SOFTWARE will meet purchaser's requirements; and
[iii] 212 Software, LLC is not responsible for determining whether the SOFTWARE is suitable for purchaser's purposes, or whether it will achieve purchaser's intended results.
PURCHASER REMEDIES
You may return the SOFTWARE for a full refund within thirty (30) days from the purchase date. You must also execute and comply with a “Termination of License Agreement” on a form submitted by Licensor by which Licensee will agree to immediately discontinue all use of the SOFTWARE and return all copies of the SOFTWARE to Licensor. All fees paid for “Installation and Training,” “Phone Orientation,” “Custom Programming”, “Setup” and/or any travel expenses incurred on behalf of the Licensee are non-refundable. Thereafter, returns and refunds shall be at the sole discretion of 212 Software, LLC.
If you report a significant defect, in writing, 212 Software, LLC shall repair the defect and provide a copy of the repaired program(s) to you at no additional charge. A significant defect is defined as a malfunction of the SOFTWARE caused by an error in the SOFTWARE programming in which the designed operation does not conform with the software documentation and/or operating manual and/or the results achieved through application of the SOFTWARE do not conform with the advertised product results. This remedy shall not be available if the failure of the SOFTWARE is the result of accident, abuse, misapplication, computer equipment problems, operating system conflicts, conflicts with other software applications, or other such external cause.
SELLER REMEDIES
The purchaser and/or user of the SOFTWARE acknowledges and accepts that the SOFTWARE that is the subject of this LICENSE AGREEMENT is of a unique and special nature and value. As such, the purchaser and/or user acknowledges that any breach of any of the provisions of this LICENSE AGREEMENT will cause 212 Software, LLC to suffer immediate, substantial, and irreparable harm and that monetary damages will be inadequate compensation for such breach. Accordingly, the purchaser and/or user agrees that in the event of a breach or threatened breach of any of the provisions of this LICENSE AGREEMENT by the purchaser and/or user, 212 Software, LLC shall be entitled to ex-parte, temporary, and/or permanent injunctive relief to prevent such breach without the need of a bond or a showing of actual damages. Such injunctive relief shall be in addition to any and all other rights and remedies that 212 Software, LLC may be entitled to at law or in equity or otherwise. In the event of any such breach, 212 Software, LLC shall be entitled to an award of reasonable attorneys’ fees, and all costs and expenses incurred with respect to enforcement of the provisions of this LICENSE AGREEMENT.
DISCLAIMER OF DAMAGES
In no event will 212 Software, LLC be liable to you for any special, incidental, consequential, direct, indirect or similar damages, including any lost data, lost profits or lost savings arising out of or in connection with the use, inability to use, performance or lack thereof, of the SOFTWARE. Likewise, 212 Software, LLC shall not be liable for any claim or demand related to the SOFTWARE made against the purchaser by any other party.
Notwithstanding the above limitation of liability, in no event shall 212 Software, LLC be liable to the purchaser for any amount in excess of the total purchase price paid for the SOFTWARE. The disclaimers and limitations set forth above apply regardless of whether you accept or reject this LICENSE AGREEMENT and the SOFTWARE.
MODULAR SOFTWARE
321™ is sold in separate modules, each of which are available for purchase. Each module is compatible with the others and may be used together as one SOFTWARE package but must be purchased separately. These separately sold modules include:
Basic System which includes one (1) community and one (1) workstation license along with these modules:
- Owner Database/System Administration
- Accounts Receivable
- Accounts Payable
- Check Reconciliation
- General Ledger
- Phone Messenger
- Calendar/Scheduler
Optional Modules and capabilities which must be purchased separately:
- Global Functions
- CCR Enforcement
- Work Order
- Gate Security
- Pool Pass
- Job Streaming
- MICR Check Printing Interface
- MICR Check Scanning System
- Digital Check Signatures
- Utility Billing
- Maintenance Company Billing (Maintco)
- TOPS Mobile Manager
Add-Ons which must be purchased separately:
- Association Packs
- Workstations Licenses
* The Basic System is required in order to use any of the other modules. The purchaser will have use of only those modules which they have purchased.
SPECIAL TERMS AND AGREEMENTS
No training is included in the purchase price. Training is available from several third parties at additional costs arranged for and paid directly between Licensee and the third-party trainer. 212 Software, LLC cannot warrant the effectiveness of any training.
Work Station License(s) are non-refundable except pursuant to a cancellation under the first paragraph of the Section entitled “PURCHASER REMEDIES.”
For your convenience, 212 Software, LLC may make available as part of the services or in its software products: releases to the latest version of a software, features, tools, and utilities for use and/or download. 212 Software does not make any assurances with regard to the accuracy of the results or output that derives from use of any such features, tools and utilities that may be dependent on the use of latest version of 212 Software if the end user elects not to upgrade.
DEMO VERSION
The SOFTWARE is shipped with the automatic capability to use it as a free thirty (30) day demo. After the thirty (30) day demo period has expired, the SOFTWARE will cease to operate on each computer on which it is installed. To remove this demo restriction, the Licensee must pay the purchase price of the SOFTWARE to receive a "Work Station key," which, when installed, will remove the demo restriction. As stated in the "DISCLAIMER OF DAMAGES" provision above, 212 Software, LLC is not responsible for any damages caused by the inaccessibility of the programs or data caused by the demo restrictions or failure to obtain a working "Work Station key".
OPERATING SYSTEM
Purchaser understands that installation and use of the SOFTWARE requires a properly configured computer system with adequate memory and hard drive space to meet the minimum system specifications recommended by 212 Software, LLC which also include a working CD-ROM drive and a 32-bit Windows® operating system (Windows 2000® or higher). 212 Software, LLC is not responsible hereunder for supplying any computer hardware, operating system or programming language in order for the purchaser to install or use the SOFTWARE other than the 321™ SOFTWARE itself, which is shipped on CD-ROM drive media.
DISPUTES
Any disputes concerning the validity, interpretation or performance of any of the terms or provisions of this LICENSE AGREEMENT, the performance of the SOFTWARE or any rights or obligations of the parties hereto shall be resolved in Montgomery County, Maryland in accordance with the laws of the State of Maryland without regard to its conflicts of laws rules. Should any provisions of this LICENSE AGREEMENT be found to be invalid by any court of competent jurisdiction, the remainder of this LICENSE AGREEMENT shall nonetheless remain in full force and effect.
SUPPORT
Licensor shall provide telephone advice and consultation to a new Licensee for a period of thirty (30) days after purchase and receipt of the Software. Thereafter, support is available at an additional cost at the current rate specified in the "End User Price List" which is published at least once a year. Support is provided to assist Licensee with questions and problems with the operation of the Software only. No support for computer hardware, network or operating system problems is offered or provided by Licensor. A separate Support Agreement will be provided if Licensee desires to have continuous support.
GENERAL
This LICENSE AGREEMENT will be governed by the laws of the State of Maryland. This LICENSE AGREEMENT may only be modified by a license addendum which accompanies this license or by a written document which has been signed by both the purchaser and an authorized representative of 212 Software, LLC. Should you have any questions concerning this LICENSE AGREEMENT, or if you desire to contact 212 Software, LLC for any reason, please write to:
212 Software, LLC
364C Christopher Avenue
Gaithersburg, MD 20879
This LICENSE AGREEMENT replaces in its entirety any previous LICENSE AGREEMENT between the Licensor and Licensee. The terms and conditions of this LICENSE AGREEMENT shall control in any conflict or dispute with a previous LICENSE AGREEMENT. |
