End User License Agreement for @/Arpro products
[@/Arpro, @/Arpro Erp, @/Arpro TA, @/Arpro CA and related modules]
IMPORTANT – PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS
- General Terms
1.1 This End User License Agreement for @/Arpro products (“Agreement”) is a legal agreement between you or the company that you are authorized to represent (“You” or “Your”) and Arpro Solutions, LLC (“Producer”).
1.2 This Agreement governs the installation and use of the accompanying @/Arpro products (“Program”) —U.S. edition computer software programs and services not covered by a separate license agreement; all printed and electronic manuals, guides, bulletins, and online help (the “Documentation”); and any modifications, updates, revisions or enhancements received by You from Producer or its authorized dealers (collectively, the “Program”). “Subscription” or “Subscription Plan” refers to the payment of fees on a monthly, triannual or annual basis for Support Services for the Program. “Support Services” or “Support Services Plan” refers to the services guaranteeing the maintenance of the Program via telephone hot-line, updates, remote connection or emails. The Subscription Plan excludes training activity if not purchased as specified on the invoice(s). 3 levels of Support Services are available: Basic Level (start-up), First Level, Second Level (advanced). The Program may not be accessed, installed or used except pursuant to this Agreement.
2.1 This Agreement limits and excludes warranties and remedies regarding the Program, exempts Producer and other persons from liability or limits their liability and contains other important provisions that You should read. Your access to or use of the Program may also be subject to Your acceptance of separate agreements with Producer and/or third-parties.
2.2 BY SELECTING THE “LICENSE AGREEMENT” BUTTON ON THE ACTIVATION FORM OF THE PROGRAM THEN PRESSING THE “AGREE” BUTTON ON THE SUBSEQUENT FORM IN WHICH THIS AGREEMENT IS DISPLAYED AND PRINTABLE, AFTER SUBMITTING THE SERIAL NUMBER GENERATED BY THE PRODUCER, THEN PRESSING THE “CONFIRM” BUTTON, YOU AKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND SIGNIFY YOUR ACCEPTANCE AND AGREEMENT, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT, AND IF YOU ARE AN INDIVIDUAL REPRESENTING A COMPANY OR OTHER PERSONS THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT AND AGREE TO THE AGREEMENT ON BEHALF OF THE COMPANY OR OTHER PERSONS YOU REPRESENT OR ON WHOSE BEHALF YOU ARE INSTALLING OR USING THE PROGRAM.
2.3 IF YOU DO NOT AGREE WITH AND UNLESS YOU ACCEPT EACH PROVISION OF THIS AGREEMENT, YOU MAY NOT ACCESS, DOWNLOAD, INSTALL OR USE THE PROGRAM, AND YOU MUST RETURN THE PROGRAM FOR A REFUND IN ACCORDANCE WITH THE RETURN AND REFUND POLICY SET FORTH IN THIS AGREEMENT.
2.4 ACTIVATING AND REGISTERING THE PROGRAM WITH ALL THE @/ARPRO PRODUCTS IS REQUIRED.
2.5 We reserve the right to change this Agreement at any time for the Program or when we notify You by other means and the changes will be effective when posted on our website www.arpro-solutions.com. We may also change or discontinue the Program, in whole or in part. Your continued use of the Program indicates your agreement to the changes.
2.6 Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English.
- License Grant and Restrictions
3.1 The Program is protected by copyright, trade secret and other intellectual property laws. You are only granted certain limited rights to install and use the Program, and the Producer reserves all other rights in the Program not granted to You in writing herein. As long as You meet any applicable payment obligations and comply with this Agreement, the Producer grants You a personal, limited, nonexclusive, non-transferable, revocable license to use the Program only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with Producer’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by the Producer for the Program.
3.2 You acknowledge and agree that the Program is licensed, not sold. You agree not to use, nor permit any third-party to use, the Program in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:
• Provide access to or give the Program or any part of the Program to any third-party;
• Reproduce, duplicate, modify, copy, deconstruct, reverse-engineer, sell, trade or resell the Program;
• Transfer your license to the Program to any other party;
• Attempt unauthorized access to any other Producer systems that are not part of the Program;
• Permit any third-party to benefit from the use or functionality of the Program via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or
• Make the Program available on any file-sharing or application hosting service.
4.1 For Program licensed on the payment or for Subscription of Support Services, the following terms apply, unless the Producer notifies You otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to You for the Program:
A. Payments will be billed to You in U.S. dollars, and Your account will be debited when You purchase and/or subscribe to the Support Services Plan and provide Your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Program.
B. You must pay with one of the following
1. a valid credit card acceptable to the Producer;
2. a valid debit card acceptable to the Producer;
3. sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
4. by another payment option the Producer provides to You in writing.
C. If your payment and registration information is not accurate, current and complete, and You do not notify us promptly when such information changes, we may suspend or terminate your account, terminate your license and refuse any further updates and Support Services (if applicable) of the Program.
D. If You do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and You authorize us to continue billing your account with the updated information that we obtain.
E. Producer will automatically renew your monthly, triannual or annual subscription at the current rates, if You subscribe to a paid Subscription Plan for Support Services (as described in Section B.6), unless the Program license or Subscription Plan is cancelled or terminated under this Agreement.
F. Additional cancellation or renewal terms may be provided to You on the website for the Program or by email, from the Producer.
G. Producer shall be entitled to increase the support charges in accordance with (a) movements in the U.S. dollar exchange rate, (b) if licensee relocates the Program to an equipment location different from where it was originally installed, (c) for greater costs incurred during the supply, by giving to You not less than sixty (60) days written prior notice. Prices do not include all taxes, duties, fees or other charges of any nature imposed by any government authority related to the Subscription Plan for Support Services.
H. Unless otherwise set by a written prior notice, You agree to make all undisputed payments to Producer upon receipt. Producer’s invoice is billed at the time payment(s) is received. For purposes of these Terms and Conditions, “undisputed” means You have no reasonable objection to a Producer’s invoice and have not given Producer written notice of dispute within fifteen (15) days from Producer’s receipt of such invoice. Any invoice not disputed within such fifteen (15) day period shall be considered undisputed.
I. You agree to pay a monthly late payment charge computed at the rate of one and one-half percent (1.5%) or the maximum interest rate permitted by applicable law, whichever is less, on any past-due amount for each calendar month (or fraction thereof) that such payment is overdue and all costs of Producer collection efforts including reasonable attorney’s fees.
4.2 The only option for the Program License is a onetime payment and upfront; the Subscription Plan is available in monthly, triannual and annual basis, with various savings options. The following terms apply, unless the Producer notifies You otherwise in writing.
5.1 You are responsible for your content. You are responsible for all materials (“Content”) uploaded, posted or stored through your use of the Program. You grant the Producer a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Program. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Producer is not responsible for the Content or data You provide through your use of the Program.
You agree not to use the Program, nor permit any third-party to use, the Program to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
A. Illegal, fraudulent defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
B. Except as permitted by the Producer in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
C. Content that would impersonate someone else or falsely represent Your identity or qualifications, or that constitutes a breach of any individual’s privacy;
D. Any information, software or Content which is not legally Yours and without permission from the copyright owner or intellectual property rights owner.
E. Virus, trojan horse, worm or other disruptive or harmful software or data.
5.2 Community forums. The Software may include a community forum or other social features to exchange Content and information with other users of the Program and the public. Producer does not support and is not responsible for the content in these community forums. Please use respect when You interact with other users. Do not reveal information that You do not want to make public. Users may post hypertext links to content of third-parties for which the Producer is not responsible.
5.3 Producer may monitor your Content. Producer may, but has no obligation to, monitor content on the Program. We may disclose any information necessary to satisfy our legal obligations, protect the Producer or its customers, or operate the Program properly. The Producer, in its sole discretion, may refuse to post, remove, or refuse to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
5.4 Producer may freely use feedback You provide. You agree that Producer may use your feedback, suggestions, or ideas in any way, including in future modifications of the Program, other products or services, advertising or marketing materials. You grant the Producer a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to the Producer in any way.
- Your Privacy and Personal Information
6.1 You can view the Producer’s Privacy Statement provided for the Program on the website. You agree to the applicable Producer Privacy Statement and any changes published by the Producer. You agree that the Producer may use and maintain your data according to the Producer Privacy Statement, as part of the Program. This means that the Producer may use your data to improve the Program or to design promotions and to develop new products or services. Producer operates also in other countries and may access or store personal information in different countries, including countries outside of Your own country to the extent permitted by applicable law.
- Communications and Additional Services
7.1 Communications. Producer may be required by law to send You communications about the Program or third-party products. You agree that the Producer may send these communications to You via email or by posting them on our website.
7.2 Producer does not give professional advice, unless specifically included with the Program. Producer is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when You need this type of assistance.
7.3 You are responsible for securely managing your password(s) for access to the Program and to contact the Producer if You become aware of any unauthorized access to your account; You will manage your passwords and accept updates. The Program may periodically be updated with tools, utilities, improvements, third-party applications, or general updates to improve it. You agree to receive and install these updates.
7.4 You may be offered other services, products or promotions by the Producer and additional terms and conditions and fees may apply. You grant the Producer permission to use information about your business and experience to help provide the Producer services (including other products and services You might be interested in), to develop new products and services, and to enhance the Program.
- Limitation of Liability and Indemnity
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF THE PRODUCER, ITS AFFILIATES AND SUPPLIERS OR DEALERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE PROGRAM DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, THE PRODUCER, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF THE PROGRAM OR HARDWARE THAT DOES NOT MEET THE PRODUCER SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF THE PRODUCER AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF THE PRODUCER, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE PROGRAM AND ITS USE.
You agree to indemnify and hold the Producer and its Affiliates and Suppliers or Dealers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Program or breach of this Agreement (collectively referred to as “Claims”). Producer reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by the Producer in the defense of any Claims.
- Disclaimer of Warranties
9.1 YOUR USE OF THE PROGRAM AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE PROGRAM IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCER, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE PROGRAM IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE PROGRAM. PRODUCER AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE PROGRAM IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO SIXTY (60) DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
9.2 PRODUCER, ITS AFFILIATES AND SUPPLIERS OR DEALERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE PROGRAM WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
- Export Restrictions
You acknowledge that the Program, its related website, any documentation, online services, and other Producer services, including mobile applications, delivered by the Producer are subject to restrictions under applicable export control laws as well as U.S. export controls laws and regulations, including U.S. trade embargoes, sanctions, and security requirements administered by the United States government, including the U.S. Dept. of Commerce (15 CFR, Chapter VII). You agree that You will comply with these laws and regulations and will not export, re-export, import or otherwise make available products and/or technical data in violation of these laws, directly or indirectly. You also agree You will not provide access to any part of the Program, its related website, online services, or other Producer services to anyone who You know or have reason to know may use them in the design, development, or production of nuclear, chemical, or biological weapons.
- Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with, the laws of United States. To resolve any legal dispute arising from this Agreement, You and the Producer agree to the exclusive jurisdiction of the courts of U.S. Producer does not represent that the Program is appropriate or available for use in all countries. Producer prohibits accessing materials from countries or states where contents are illegal. You are using the Program on Your own initiative and You are responsible for compliance with all applicable laws.
Producer may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend all services related to the Program or other Producer services effective immediately, in whole or in part, for suspicion of fraud, security, illegal activity or unauthorized access issues to protect the integrity of the Program or our services or systems and comply with applicable Producer policy or if You fail to comply with this Agreement or if You no longer agree to receive electronic communications. Upon termination You must immediately stop using the Program or applicable services and any outstanding payments will become due. Any termination of this Agreement shall not affect the Producer’s rights to any payments due to it. Sections 2.5, 2.6, 3.2, 4 through 13 will survive and remain in effect even if the Agreement is terminated.
This Agreement, including additional terms below is the entire agreement between You and the Producer and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of the Producer. However, Producer may assign or transfer it without Your consent to (a) an affiliate, (b) a company through a sale of assets by the Producer or (c) a successor by merger. Any assignment in violation of this Section 13 shall be void.
Additional Terms and Conditions for @/Arpro products (“Program”)
YOUR LICENSE TO USE THE PROGRAM, ADD-ON PRODUCTS AND RELATED SERVICES (IF ANY) IS SUBJECT TO THE GENERAL END USER LICENSE AGREEMENT TERMS ABOVE AND THE ADDITIONAL TERMS AND CONDITIONS BELOW. THE ADDITIONAL TERMS AND CONDITIONS BELOW SHALL PREVAIL OVER ANY CONFLICT OR INCONSISTENCY WITH THE END USER LICENSE AGREEMENT TERMS ABOVE.
- General Terms
1.1 “Modules” means Producer applications and third-party applications; “Authorized Users” means any individual (e.g., your accountant or trusted financial advisor, etc.) who You allowed to access and/or modify Your Program data; “Third-Party Application(s)” means each and all products or services developed by third-parties that You use in or through the Program and/or authorize to access your Program data; “Updates” means Program bug fixes and error corrections generally provided to users of your specific version of the Program, when-and-if they are made available. For clarity, Updates exclude Enhancements and Upgrades; “Enhancement(s)” means any and all minor enrichments to the Program, such as new or improved features, functionality, compatibility, performance, or other content or information. For clarity, Enhancements exclude Updates and Upgrades; “Upgrades” means each and all major or significant future-released versions of the full or complete Program. For clarity, Upgrades exclude Enhancements and Updates.
- Activating and Registering the Program
2.1 After installation, You are required to activate and register the Program before use and to do so You will be asked to provide a valid serial number (S/N), supplied by the Producer after You fill in the “@/Arpro Activation Card” with all the account profile data and signature (as an integral part and described in Section A.2.2). This card must be sent by fax or email to the Producer to receive the serial number.
2.2 You agree to keep your registration and/or account profile information accurate, complete, and current. Allowing or enabling others to use Your license number(s), product number(s), and validation number(s), if any, is strictly prohibited.
2.3 During the login or using the Program, You may be prompted to create a (one-time) private encryption key or password in connection with your account and data file(s).
2.4 The Program uses Microsoft SQL Server® as relational database management system, for Windows® platform, to manage Your data which requires installation on Your Network. During the Program installation it will prompt to accept and confirm the End User License Agreement of Microsoft SQL Server®. The installation and management are performed by Your IT Manager or other competent resource You authorize. Please refer to the relative documentation and End User License Agreement of Microsoft SQL Server® at www.microsoft.com.
SQL Server Management Studio is the tool designed to manage the database with Your data. It requests an authentication where Your IT Manager or competent resource You authorize, may create a password to guarantee a secure system. Please refer to the relative documentation for managing logins, users, as well as database at www.microsoft.com.
Once created, please take care to memorize or securely store all passwords and encryption keys. If You forget or misplace an encryption key, You may lose access to your data that is encrypted with that key. Producer is not responsible or liable for passwords or encryption keys stored insecurely, forgotten, or misplaced, or for any unauthorized access or inability to retrieve or recover access to data resulting from such unsecured, forgotten, or misplaced passwords or encryption keys.
- Licenses, limitations and restrictions
Provided that You comply with all of the terms and conditions of this Agreement, Producer grants You the following license rights: Trial License, EDU License, Single User License and Single User Add-On Pack Licenses, Multi-User License and Multi-User Add-On Pack Licenses.
Each license is clearly defined in the login window, on the title line on the main navigation window after logging-in and also defined in the “Info on @/Arpro” window (from the main menu select “?”, then “Info on @/Arpro”).
3.1 Trial License. Producer or certain third-parties in charge from Producer may offer certain trials and the opportunity to use them for a finite period of time, automatically defined in the Program and with knowledge that the trial version is limited to the number of entries.
After using the limited trial software during the trial period, if You decide not to purchase the license for the full version of the applicable software You will not be able to access or retrieve any of the content and data You added, uploaded or created within the trial period.
You are granted a limited non-exclusive license during the trial period to use the trial so that one individual may access the Trial License on a single computer, per Company and strictly on a onetime occurrence. You may print one (1) copy of any online user documentation in relation to the trial version, however, You cannot make multiple copies of any online user documentation or printed materials that accompany the trial (if any).
3.2 EDU License. They are licenses designed for private or public schools, provided at very competitive costs to encourage education orientated to the world of work. In practice they are complete licenses, without time limits, with annual amounts very low for the assistance and support.
As already mentioned, the difference from a normal license is present in the program windows, in the sales documents relating to the particular supply.
3.3 Single User License and Single User Add-On Pack Licenses. If You purchased a single user license or a single user add-on pack license, You may install the Program for access and use solely by 1 specific person on: (i) 1 primary computer, and (ii) 1 additional computer (e.g., a laptop or a home computer that You own and use in your business) for use by that same specific person.
3.4 Multi-User License and Multi-User Add-On Pack Licenses. The Program may allow for multiple additional users of the software You have licensed, if applicable, upon payment of an additional license and Subscription fee (if applicable) for each such additional user.
If You purchased a multi-user license or add-on pack (i) You may install the Program on the number of computers equal to the number of user licenses You purchased; and (ii) You understand that access and use of the Program is solely for the number of specific persons corresponding to the number of user licenses You purchased, with no substitution of such users except as expressly permitted by this section.
You can have 1 copy of your software data files on a network to be accessed and used by such individuals, installing the software on 1 additional computer above the number of the license(s) You purchased, solely to accompany your software data file and not for direct use of the software by another user.
All users in a multi-user environment must be using licensed copies of the same version year of the Program. Use of the Program by each additional user will be subject to the same restrictions as the single user license. You are responsible for ensuring that all licensed users, including any added licensed users, comply fully with the terms of this license.
To guarantee the best performance of the Program and the number of users that can be connected simultaneously to the system, please consult the relative documentation of Microsoft SQL Server® at www.microsoft.com and ensure that your server has the capacity to sustain all of Your network needs.
3.5 Software copies. If You purchased a valid license and received the software pre-installed on a new computer or through an electronic download, You may make one backup copy of the software, but only for the purpose of reinstalling it, if needed, on the single computer or additional computer referenced in 3.3, and 3.4, above. You are not allowed to make copies of the printed materials accompanying the software, if any, or print multiple copies of any user documentation.
- Authorized Users, Online networking, Beta Features
4.1 Authorized Users. You agree that granting Authorized Users access to your Software data is voluntary and that You are responsible for revoking any permissions to access your Program and Program data from such Authorized Users.
4.2 Communication and collaboration online. You agree that You and Your Authorized Users may opt to use certain tools available from within the software that facilitates online communication and collaboration (if any). Separate fees, terms and conditions may apply. You agree that if You and Your Authorized Users choose to use these online tools, certain elements of your software data may be uploaded to the Producer servers in order to provide the online tool functionality to You.
4.3 Beta Features. Producer in its sole discretion, may extend (or otherwise include in or with the Program) the opportunity for You to use or try new or updated Beta Features and to provide feedback (fees may apply). You understand and agree that your use of the Beta Features is voluntary, and the Producer is not obligated to provide You with any Beta Features. You understand that once You use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, You may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at Your sole risk. Beta Features may not be available to all users or with or in all software editions or countries.
- Third-Party Applications
5.1 License You Grant By Use of Applications and Data Transfer Feature. Producer may use and provide to third-parties a service for data transfer in order to facilitate certain interoperability, data integration and data access between the Program and the Application.
By signing up or by using any Third-Party Application, You agree that the Third-Party Application provider may have access to and use your applicable Program data in addition to the possibility of transferring data in the Program.
You grant the Producer all rights to use your Program data as necessary to facilitate the data transfer to Third-Party Application providers and You acknowledge that Third-Party Application providers that may not have adequate security controls to protect your Software data. If You do not agree with the terms and conditions of any Third-Party Application, including data transfer, You should not use or access the Third-Party Application or permit it to have access to your Program data. Please contact the Third-Party Application provider for technical issues with the Third-Party Application or data transfer to and from the Program and Third-Party Application.
5.2 Producer Has No Responsibility for Third-Party Applications or Related Data Transfers. You agree and acknowledge that (i) the Producer has no control over any Third-Party Applications; and (ii) the Producer does not recommend Third-Party Applications even if they are marketed or distributed via our Program.
You agree that the Third-Party Application providers are solely responsible for the data transfer, the Third-Party Application’s performance (including technical support), the content on the Third-Party Application provider’s website(s) and their use or disclosure of your data. Producer will not be liable for any damages, claims or liabilities arising from the Third-Parties or Third-Party Applications.
5.3 Use of Applications Must Comply with Applicable Laws. You agree that You will (i) comply with all applicable laws, regulation and ordinances; (ii) not use any Application in any manner that would infringe or violate the rights of the Producer, any Third-Party Application provider or other Third-Party; and (iii) not use the Applications in any way in furtherance of criminal, fraudulent or other unlawful activity.
5.4 Financial Services. The Program may have access to certain online services that may be made available by your financial institution, including online banking to access Your account(s) and download transactions into the Program. You acknowledge and agree that the Producer (i) has no control over these services; (ii) will have no liability whatsoever for any actions or inactions on the part of the financial institutions resulting in your inability to use the Program to access Your accounts, obtain data, download transactions, or otherwise use.
You hereby represent that You are the legal owner of your financial services account data and that You have the authority to appoint, and hereby expressly do appoint the Producer as your agent with limited power of attorney to access and retrieve your financial services account data on your behalf.
- Paying for Your Subscription Plan for Support Services
When You subscribe to a paid Subscription Plan, You must have a valid credit or debit card with sufficient funds in an acceptable checking or savings account to cover an electronic debit of the initial and monthly, triannual or annual Subscription fee, to obtain and to maintain uninterrupted, the applicable Subscription.
The information You provide must be accurate and complete. When You subscribe and provide payment information, your card or bank account will be debited (initially), and will be thereafter automatically re-debited, at the then current Subscription rate, at the beginning of each applicable monthly, triannual, or one-year Subscription Plan term (“Renewal Term”) to maintain the applicable Subscription. You may notify us at any time to cancel a Subscription. To help minimize the potential for unwanted Renewal Term charges, You should notify us, in writing, of your desire to cancel a Subscription Plan fifteen (15) days prior to the beginning of the next Renewal Term.
- Software Updates and Eligibility for Upgrade(s)
7.1 Receiving Software Updates. Updates may sometimes include bug fixes or other important or critical patches. You are required to install all updates in order to ensure the full functionality of the Program and we recommend that You do them. Additionally, certain Updates may require You to Uninstall and re-Install the Program to continue your eligibility to receive all future updates, including critical updates.
7.2 Update Availability and Eligibility for Upgrades. In exchange for your continued compliance with this Agreement, and any changes or modification to this Agreement made by the Producer as described above, You shall have access to the purchased Software or Subscription in accordance with the following provisions:
7.2.1 Software Licensed on a Standalone Basis. If You purchased your license for the Program without a Subscription Plan, You are entitled to receive: (i) access to the features of the specific version of the Program and version purchased; and (ii) Updates and Enhancements to the Program do not include future Upgrades to the Program, after 30 days from the time of purchase of the Program. Producer’s obligations to You under this Section are contingent upon You installing all Updates after release or upon being notified by the Producer or its representatives of their availability, whichever occurs first, within the 30 days period.
7.2.2 Software License Purchased with a Subscription Plan, concurrently or later. If You purchased a Subscription Plan for the Program, which means that You will be paying monthly, triannual, or annual basis for Support Services for the Program, where the minimum plan term is 4 months, so long as your Subscription remains active and so long as the Producer is receiving the applicable payment from You, You are entitled to receive as part of your active Subscription: (i) Updates and Enhancements on a when-and-if available basis; (ii) the right to receive new releases (i.e., Upgrades) of the Program when-and-if they are available; (iii) telephone hot-line support or by email concerning technical issues or customer support.
Software licensed Purchased with a Subscription is eligible for Updates and Enhancements only during the active Subscription period. Neither Updates nor Enhancements include future Upgrades to the Program. If You are entitled to receive an Upgrade under an active qualifying Subscription, You may be required to accept different or additional software license terms and conditions as provided. If You have purchased a Subscription Plan (as will be indicated in the relevant sales invoice(s)), You will also be entitled to receive Support Services as described in Section 9 below.
If the term of your Subscription Plan expires or is terminated for any reason, You will no longer be authorized to receive or install such Updates and Enhancements and You will no longer be entitled to receive Upgrades.
- Delivery of Program
As determined by the Producer in its sole discretion, the Program, Subscription Plan, and related Services may be provided electronically via the internet. You may be charged an additional fee if the Producer makes the Program, Subscription or Services available electronically and via physical media or different media form or format. It is Your sole responsibility to establish and maintain in good working order adequate internet access in order to receive the Program, Subscription or related Services, if applicable, as well as the computer via which You will access or use any of these.
- Help and support
9.1 Support Services. Support Services are technical assistance and customer service provided by the Producer or its authorized dealers in connection with Program, Support Services or Subscriptions using various means, including in-product, internet or remote connection, chat, e-mail and telephone, some of which may require payment of additional fee(s). The terms and conditions governing the offering or provision of Support Services are subject to change as may be announced by the Producer from time to time. The Subscription Plan excludes training activity if not purchased as specified on the invoice(s).
3 levels of Support Services are available: Basic Level (start-up), First Level, Second Level (advanced). For those companies that do not purchase a Support Services agreement, therefore renouncing all the benefits having constant and immediate support, only during the initial start-up phase (30 days within installation) and limited to 10 inquiries total, technical assistance is available, excluding training activity. This limited service is supplied via telephone hot-line, email, or remotely. This does not apply to network installations.
9.2 Support Services Fees. Only customers with active, paid accounts in good standing and specified Subscriptions for the paid support plan have access to the Support Services. If You purchased a Software license on a standalone basis it does not include support, You will not have access to Support Services (except as described above Section B.9.1). Availability and access to the Support Services for your Program, is subject to the then current Producer discontinuation policy applicable to your particular Software version and/or applicable Subscription Plan (see below).
- Discontinuation policy
10.1 Discontinuation Policy (Program End-of-Life). The Program is subject to the Producer’s discontinuation policy and the Producer reserves the right to discontinue all support for the Program, and/or for any features, online or other Services or content accessible through the Program in accordance with its current discontinuation policy. Once a Software version or its support is discontinued, no replacement CDs or future support or Updates, will be provided or made available by the Producer for that particular Software version. You understand that discontinued Software versions (i.e., Software versions for which support, and Updates are no longer provided) may in the future be vulnerable to un-patched issues, including bugs, security, and other risks, and that the Producer is not responsible for your continued use of such Software.
10.2 Non-Supported System Requirements, Services or Software (i.e., no longer supported by their third-party providers). System requirements and operating environments for use of the Program as designed, including currently-supported operating systems. Database engines, such as Microsoft SQL Server®, and other technical components are available on the website for the Software. Notwithstanding anything above to the contrary, the Producer will not provide and is not in any way liable to You for Software support for Services, software or system requirements or operating environments, including any operating system, database server or browser version or other technical component, that is unsupported by its originating Third-Party provider. In the event that any currently-supported Services, software, system requirement or operating environment or other technical component is discontinued or no longer supported by its provider, the Producer will likewise discontinue its Software support for that particular Service, software, system requirement, operating environment or system, database server or browser version or other technical component.
11.1 General conditions. Support for the Software will be discontinued or terminated as described above in Section B.10. Your rights to use the Program, including your access to and use of any Services may be terminated by the Producer immediately and without notice in accordance with the termination provisions of this Agreement, including those further above in Section A.12 or in this section B.11., if at any time You fail to comply with any term or condition of this Agreement.
11.2 Termination of a Subscription Plan by You. A Subscription is cancellable by You in accordance with this Agreement, but you will not be entitled to any refunds if You cancel after the 60-Day Money Back Guarantee period described in the next Section. If You cancel your Subscription or if we do not receive the payment for your Subscription or if the Subscription is in any way terminated in accordance with the terms of this Agreement, You will no longer have access to the related Services upon the expiration of the current Subscription term, but You will retain access to your company data file stored on your device, so long as the Program is functioning.
- 60-Day Satisfaction guarantee
12.1 General. If within 60 days of purchase, You are not satisfied with the Program and/or Service, the Producer’s entire liability and your exclusive remedy shall be a full refund of the purchase price You paid for the Program or Service, if applicable, (minus applicable shipping and handling fees, if any) if within 60 days of purchase You: (i) Send via registered mail to: Arpro Solutions, LLC, 692 Seabrook Court Suite 203, Altamonte Springs, Florida 32714; all items provided to You as part of the Software or Service, your notice of cancellation, and Proof of Purchase; (ii) Delete any Software and documentation downloaded or loaded onto your computer; and (iii) Destroy any and all copies made by You (or with Your permission) of any portion of the Software. The Producer will not provide refunds outside the 60-Day Satisfaction period.
- Limited warranty
13.1 Tax Tables. The Producer warrants that the tax table(s), if and when made available by the Producer, will operate substantially as described in the related documentation. The tax table is designed to provide You with information only and You understand and agree that the Producer is not engaged in rendering legal, accounting or other professional advice or services. If legal advice or other expert assistance is required, You should seek the service of a competent professional. It is Your responsibility to be knowledgeable of tax table changes that affect You and to ensure that You follow these changes by law.
13.2 PRODUCER’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES. SECTION A.8, AND SECTION B.12 OF THIS AGREEMENT SET FORTH PRODUCER’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE PROGRAM, DEFECTIVE APPLICABLE SETUP SERVICE, UPDATE SERVICE, TECHNICAL SUPPORT/SUPPORT SERVICES PROVIDED AS PART OF OR IN CONNECTION WITH THE SUBSCRIPTION PLAN OR THE PROGRAM.
13.3 No advice. The Producer does not give professional advice. Neither the Program nor any Services or Subscriptions (including but not limited to any Services, tax tables or other Services, features or offerings) provided or made available to You by the Producer or otherwise accessible for Your use in connection with the Program, including or facilitating access to the internet for connecting to any Service or otherwise, and neither furnishes or constitutes legal or professional services or advice, advice of deductions, or advice of information regarding any selected tax table or local, governmental, or other taxes.
2019 Arpro Solutions, LLC, All rights reserved.
Rev. December 2019