LICENSE AGREEMENT FOR 123PET CLOUD SOFTWARE
ATTENTION! Important: Carefully read the following terms and conditions that govern the 123Pet Software as a Service (“Service”). By using this Service and related hosted services, You (the “Licensee”) are consenting to the terms of this agreement and accepting that they will be legally binding on You and any end user who may obtain this Service through You or Your company. If You do not agree to the terms of this agreement, You may not use the Service.
Throughout this document, “Service” refers to items written by DaySmart Software, Inc. (the “Licensor”), including, but not limited to, 123Pet® software and hosted services, 123Pet® documentation, and/or all other files included in the 123Pet® total software package. “You” or “Licensee” means the natural person or the entity that is agreeing to be bound by this agreement, and any employees and third party contractors that provide services to You. You shall be liable for any failure by such employees and third party contractors to comply with the terms of this agreement.
2. LICENSE. In consideration of payment of the license subscription fee for the use of the Service, You may use the Service in accordance with the following:
* each registered user at Your location may use the Service on any single device at a time;
* use the DaySmart Service, Inc. hosted Service for data input, backup, and storage.
Rights not expressly granted by this section are reserved to DaySmart Software, Inc.
3. RESTRICTIONS ON USE. You may not:
* permit other individuals to use the Service except under the terms listed herein;
* modify, translate, reverse engineer, de-compile, disassemble (except to the extent applicable laws specifically prohibit such restriction) or create derivative works based on the Service;
* attempt to gain unauthorized access to the hosted services, cloud or related DaySmart Software, Inc. systems or networks;
* use the Service or other DaySmart Software, Inc. hosted services or cloud in any manner that is not in accordance with applicable documentation and all applicable laws and government regulations;
* rent, lease, grant a security interest in or otherwise transfer rights to the Service; nor
* remove any proprietary notices or labels displayed in the Service or on its output.
4. OWNERSHIP. Title, ownership rights, and intellectual property rights in the Service shall remain in DaySmart Software, Inc. The Service is protected by copyright laws and treaties. Title and related rights in the content which may accessed through the Service or hosted services is the property of the applicable content owner and may be protected by law. This license gives You no rights to such content except for Your data that You upload and store.
5. TERM. The Service and related hosted services are delivered electronically via a secure web site, and delivery is deemed complete when the Service is first made available to You. The license is effective until terminated. You may terminate the license at any time by canceling payment renewal of the Service license subscription fee. The license will terminate automatically if You fail to comply with the limitations described in this agreement or You fail to pay the license fee. For example, if You make modifications to the Service or a regularly scheduled subscription fee is not paid by the due date, the terms of this agreement are violated and this license shall be terminated immediately.
6. DISCLAIMER. The Service is provided “as is” and without warranty of any kind. No dealer, agent or employee of DaySmart Software, Inc. is authorized to make any warranty regarding the Service. DAYSMART SOFTWARE, INC. AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SERVICE. THE LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO ANY OTHER MATTERS, INCLUDING NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR MERCHANTABILITY, FITNESS OR SATISFACTORY QUALITY FOR ANY PARTICULAR PURPOSE. THE TERMS OF THIS SECTION SURVIVE THE TERMINATION OF THIS AGREEMENT IRRESPECTIVE OF THE CAUSE OF THE TERMINATION, BUT DO NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE SERVICE AFTER TERMINATION OF THE AGREEMENT.
7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE SHALL DAYSMART SOFTWARE, INC. OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL DAYSMART SOFTWARE, INC. BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT DAYSMART SOFTWARE, INC. RECEIVED FROM YOU FOR A LICENSE TO USE THE SERVICE, EVEN IF DAYSMART SOFTWARE, INC. SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. DAYSMART SOFTWARE, INC. AND ALL OTHER PARTIES INVOLVED IN THE DEVELOPMENT OF THE SERVICE ARE NOT RESPONSIBLE FOR ANY ERRORS, AND/OR FINANCIAL LOSSES, AND/OR PROBLEMS, AND/OR LOSS OF CLIENTS, AND/OR LOSS OF INFORMATION AND/OR DIFFICULTIES THE USERS OF THE SERVICE MAY EXPERIENCE AS A RESULT OF ITS USE. ALL CALCULATIONS THE SERVICE PERFORMS (INCLUDING, BUT NOT LIMITED TO CALCULATIONS RELATING TO TICKET/SALES INFORMATION, AND/OR TAXES, AND/OR CLIENTS, AND/OR TOTALS, AND/OR SERVICES, AND/OR PRODUCTS, ARE FOR REFERENCE ONLY. ALL CALCULATIONS SHOULD BE PERFORMED AND VERIFIED BY MEANS INDEPENDENT OF THE SERVICE TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL DAYSMART SOFTWARE, INC. OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE RESPONSIBLE FOR ANY DATA TRANSFERRED TO AND FROM ANY DATA PROCESSING ENTITIES PROMOTED BY DAYSMART SOFTWARE, INC., OR ANY HARDWARE OFFERED BY OR SOLD THROUGH DAYSMART SOFTWARE, INC., FOR ITS USAGE, FOR ANY LOSS OF DATA OR INCOME OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES HOWSOEVER CAUSED.
You assume full responsibility for the selection and suitability of the Service, for its use, and for the results obtained from the Service program.
8. PRODUCT SUPPORT. Although DaySmart Software, Inc. intends to provide advisory support to customers following delivery of the 123Pet® Software and license, the Licensor is not obligated to provide such support and customers and/or any other users of the Service are not guaranteed such support. The support policies and practices of DaySmart Software, Inc. are subject to change without notice or obligation and may be viewed at the following website: http://www.123petsoftware.co.uk/policies/ The Licensee is solely responsible for applying to its activities any customer support information provided by the Licensor and for any consequences thereof.
9. AUTOMATED CREDIT CARD CHARGE AUTHORIZATION. If You have signed up to have Your credit card charged for support services or subscription service, You hereby authorize DaySmart Software, Inc. (“DaySmart”), to initiate monthly credit card debit entries for payment and to initiate, if necessary, electronic credit entries and adjustments for any monthly credit card entries in error to my account and the credit card listed above to electronically debit and/or electronically credit the same to such account for the services You receive from DaySmart. You agree to allow DaySmart to electronically debit Your credit card for payment for DaySmart services when due. This authorization is to remain in effect until revoked by You by contacting DaySmart and until DaySmart actually receives such notice. You agree that DaySmart shall be fully protected in drawing any such monthly credit card debit or credit. DaySmart reserves the right to cancel the monthly credit card payment program entirely or with respect to a particular credit card 30 days after notification. You understand that if any such monthly credit card payment does not clear, and any amounts due DaySmart are not paid the DaySmart service may be subject to termination.
10 GOVERNING LAW. This license agreement, including its Limited Warranty provisions, shall be governed by the laws of the State of Michigan. All disputes arising under this agreement shall be resolved in the applicable state or federal courts of Michigan. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
11. INTEGRATION. This agreement constitutes the entire understanding of the parties and is intended as the final expression of their agreement.
Last updated: 09/01/15