IOTracker Pro End user license agreement

TERMS AND CONDITIONS

Overview:

YOU MUST AGREE TO THE TERMS AND CONDITIONS OF THE IOTRACKER LICENSE AGREEMENT TO USE THE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS PLEASE SELECT THE CANCEL BUTTON BELOW TO END THIS INSTALLATION.
***********************************************************

IOTRACKER LICENSE AGREEMENT

BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE PRODUCT (AS DEFINED BELOW), YOU AGREE ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT (IF APPLICABLE) THAT YOU OR SUCH ENTITY ARE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU OR THE ENTITY YOU REPRESENT, AS APPLICABLE, DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT THE CANCEL BUTTON, YOU MUST NOT INSTALL OR USE THE PRODUCT OR ANY PORTION THEREOF, AND YOU OR THE ENTITY YOU REPRESENT, AS APPLICABLE, DO NOT BECOME A LICENSEE UNDER THIS AGREEMENT.

YOU AGREE TO ACCEPT NOTICES ELECTRONICALLY.

1. DEFINITIONS.

a) "Agreement" means this IOTRACKER License Agreement.

b) "Product" means the Demo Product and/or the non-demo Product, as applicable to Licensee.

c) "Documentation" means the help pages supplied with the program.

d) "Update" means a revision to the Product designated by a change in the version number to the right of the first decimal place.

e) "Upgrade" means a revision to the Product designated by a change in the version number to the left of the first decimal place.

2. LICENSE GRANT.

a) Product. Provided Licensee complies with the terms and conditions of this Agreement and has paid the applicable license fees for the premium features of the Product, CHRONSOFT grants Licensee a personal, non-exclusive, and non-transferable license to install and use the Product. Upon CHRONSOFT's receipt of the applicable license fees, a serial number key will be issued to Licensee to remove the user limitations on the product.

3. RESTRICTIONS ON USE. Licensee may not: (i) modify or create any derivative works of the Product; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to (a) derive the source code, underlying ideas, algorithms, structure or organization of the Product, or (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Product (except to the extent applicable laws specifically prohibit such restriction); (iii) attempt to bypass the user limitations the Product if Licensee has not paid the applicable fees or by any manner or method other than using the method provided by CHRONSOFT; (iv) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer the Product or rights thereto; (v)remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product.

4. FEES. There is no license fee for the Demo Product. A license fee is required in order to receive a serial number and activation code to remove the user limitations of the Product. Fee information is available at: http://www.ChronSoft.com.

7. UPGRADES AND UPDATES. This license does not entitle Licensees of the Pro Product to Updates or Upgrades to the Product. If Updates or Upgrades to the Product are made available, they will be available from http://www.ChronSoft.com and will be subject to CHRONSOFT's then current license agreement and payment of additional license fees, if any.

8. LICENSEE REPRESENTATIONS. Licensee represents and warrants that it has the legal capacity to enter into this Agreement, that it will use the Product only for lawful purposes and in accordance with this Agreement, and that it will not use the Product to violate any law, regulation or ordinance or any right of CHRONSOFT or its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. Licensee further represents and warrants that Licensee has adequate legal capacity to enter into binding agreements such as this Agreement.

9. ELECTRONIC NOTICE DELIVERY POLICY. CHRONSOFT, when possible, transacts with users of its products electronically. WHEN YOU PROVIDE CHRONSOFT WITH YOUR EMAIL ADDRESS, E.G. IN ORDER TO RECEIVE THE KEY FOR THE NON-DEMO PRODUCT, YOU CONSENT TO RECEIVE ELECTRONICALLY FROM CHRONSOFT ANY PRIVACY OR OTHER NOTICES, AGREEMENTS, DISCLOSURES, REPORTS, DOCUMENTS, COMMUNICATIONS, OR OTHER RECORDS (COLLECTIVELY, "NOTICES"). You agree that CHRONSOFT generally can send you electronic Notices to the e-mail address that you provided to CHRONSOFT, if any. The delivery of any Notice from CHRONSOFT is effective when sent by CHRONSOFT, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. Your only method of withdrawing consent to receive Notices electronically is to terminate your use of the Product. We will not sell or provide your customer information to any other party.

10. TERMINATION. Should Licensee breach this Agreement, Licensee's right to use the Product shall terminate immediately and without notice. The respective rights and obligations of CHRONSOFT and Licensee under the provisions of Sections 3 ("Restrictions on Use"), 9 ("Electronic Notice Delivery Policy"), 10 ("Termination"), 11 ("Proprietary Rights"), 12 ("Indemnification"), 14 ("Limitation of Liability") and 16 ("Miscellaneous") shall survive expiration or termination of this Agreement and Licensee agrees to continue to be bound by those terms. Upon termination, Licensee shall destroy all copies of the Product.

11. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Product shall remain in CHRONSOFT and/or its licensors and other suppliers. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with CHRONSOFT's or its licensors' or other suppliers' ownership of or rights with respect to the Product. The Product is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the Content are the property of the applicable content owners and are protected by applicable law. Licensee agrees that CHRONSOFT may use in any manner and without limitation all comments, suggestions, complaints and other feedback Licensee provides relating to the Product.

12. INDEMNIFICATION. Licensee agrees to indemnify, hold harmless, and at CHRONSOFT's request, to defend CHRONSOFT, its affiliates, and its licensors from any and all costs, damages and reasonable attorneys' fees resulting from any breach of this Agreement or claim that Licensee's use of the Product has injured or otherwise violated any right of any third party or violates any law.

13. DISCLAIMER OF WARRANTY FOR THE PRODUCT. THE PRODUCT IS PROVIDED WITH ALL FAULTS ON AN "AS IS" BASIS. CHRONSOFT, ITS LICENSORS AND OTHER SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE PRODUCT IS FREE OF DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE FUNCTIONALITY OF THE PRODUCT WILL MEET LICENSEE'S REQUIREMENTS, OR THAT ERRORS IN THE PRODUCT WILL BE CORRECTED, AND THE IMPLIED WARRANTIES THAT THE PRODUCT IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FURTHER, CHRONSOFT, ITS LICENSORS AND OTHER SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCT IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CHRONSOFT OR A CHRONSOFT AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. CHRONSOFT AND ITS LICENSORS AND OTHER SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO LICENSEE'S USE OF THE PRODUCT. LICENSEE BEARS THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE AND ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

14. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHRONSOFT, OR AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, AGENTS OR RESELLERS (COLLECTIVELY, THE "CHRONSOFT GROUP") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, THE CHRONSOFT GROUP'S ENTIRE COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES LICENSEE PAID FOR THIS LICENSE (IF ANY) AND REPLACEMENT OF DEFECTIVE MEDIA OR PROVISION OF A REASONABLY SIMILAR PRODUCT, AS DETERMINED AT CHRONSOFT'S SOLE DISCRETION, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF CHRONSOFT TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. ADDITIONALLY, THE CHRONSOFT GROUP SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF: (i) CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH OR USED WITH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT; OR (ii) THE USE OF PLUG-INS OR SKINS DEVELOPED BY THIRD PARTIES AND MADE AVAILABLE ON CHRONSOFT'S WEBSITE FOR USE WITH THE PRODUCT.

15. INJUNCTIVE RELIEF. Licensee acknowledges and agrees that, notwithstanding any other provisions of this Agreement, any breach or threatened breach of this Agreement by Licensee shall cause CHRONSOFT irreparable damage for which recovery of money damages would be inadequate and that CHRONSOFT therefore may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.

16. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, which may only be modified by a written amendment signed by an authorized executive of CHRONSOFT. (b) Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of Florida, U.S.A., excluding its conflict of law provisions. (c) Licensee expressly agrees that jurisdiction for any claim or dispute relating to or arising out of this Agreement resides exclusively in the federal and state courts of the State of Florida and expressly consents to the personal jurisdiction thereof. (d) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (e) If any provision in this Agreement should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect, or CHRONSOFT may at its option instead terminate this Agreement. (f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (g) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. CHRONSOFT may assign this Agreement to any entity at its sole discretion. (h) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (i) Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.

******************************************************