CustomerTRAX Software License

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This License is between you and CustomerTRAX CRM, Inc. (“CustomerTRAX”).  This License is a legal agreement that allows you to use certain CustomerTRAX software (the “Software”) that is described in certain written or electronic documentation provided to you by CustomerTRAX, which may be in the form of an agreement between you and CustomerTRAX or an estimate that you received from CustomerTRAX and accepted (the “Documentation”).  IF YOU INSTALL, DOWNLOAD, ACCESS, OR USE THE SOFTWARE, YOU WILL BE THEREBY AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.  IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL, DOWNLOAD, ACCESS OR USE THE SOFTWARE.

  1. License Grant.  Upon the terms set forth in this License, CustomerTRAX hereby grants you a limited, revocable, non-exclusive, and non-transferable license right to use the Software. Your rights to use the Software are strictly limited to those that are expressly set forth in this License.  CustomerTRAX hereby reserves all other rights relating to the Software.  The Software is licensed, not sold.  Any updates, additions, or supplements that may be provided to you by CustomerTRAX with regard to the Software will, regardless of the manner or form in which you receive them, be a part of the Software and subject to the terms of this License.  The Software is protected by trade secret laws, United States copyright laws, international copyright laws and treaties, and other intellectual property rights, laws and treaties.
  1. Limited Use.   You will only use the Software in the manner expressly permitted in this License.  You may install a single copy of the Software on a single computer server for use on a single local area network.  The Software may only be used, as run on that server and accessed on that network, by the individual users (“Users”) that you designate and register with CustomerTRAX and for whom (a) you have paid CustomerTRAX a license fee, or (b) a license fee is not required by CustomerTRAX.  A User may only access or use the Software for the purposes that are permitted for that User in the Documentation.  A User may access the Software from up to three computing devices, but only one of those computing devices at any given time.  You may change Users from time to time in accordance with CustomerTRAX’s User registration process.
  1. Maintenance and Support.  This License does not entitle you to maintenance or support services relating to the Software.  Maintenance and support services relating to the Software must be purchased separately from CustomerTRAX. 
  1. The Documentation.  You will comply with all of the terms of the Documentation.
  1. Restrictions.  You will not (a) use the Software in any manner or for any purpose that is not expressly permitted in this License, (b) modify, copy, duplicate, reproduce, reverse engineer, decompile, disassemble, separate, adapt, or translate the Software, reduce the Software to human readable form, or create derivative works based on the Software, (c) incorporate the Software into any other software or use the Software to create any other software, (d)  remove, obscure, or modify any titles, logos, trademarks, copyright or patent notices, digital watermarks, disclaimers, or other legal notices included in the Software, (e)  disable or circumvent any access restrictions, control features, or encryption in the Software, (f) sell, lease, lend, license, sub-license, assign, or otherwise share or transfer the Software or any right to use the Software, or (g) export or re-export the Software to any country, person, entity or end user, subject to U.S. export restrictions.
  1. License Term.   When used in this License, the term “License Term” means:  (a) the license period, if any, that is specifically set forth in the Documentation; or (b) if no license period is specifically set forth in the Documentation, or if a license period specifically set forth in the Documentation has expired, any period for which you have paid (or are paying) CustomerTRAX for maintenance and support services for the Software.  You may use the Software only during the License Term.  You will not make any use of the Software following the License Term.  The License Term will automatically terminate if you breach or violate any of the terms of this License or the Documentation, and that termination will not limit any right or remedy that CustomerTRAX may have with regard to that breach or violation.  At the end of the License Term, you will remove the Software from any computer upon which it has been installed by or for you, and return to CustomerTRAX any discs, drives, or other media containing the Software that CustomerTRAX provided you or are otherwise in your possession or under your control.
  1. U.S. Government Rights.  The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable.  The manufacturer of the Software is CustomerTRAX CRM, Inc. 527 Marquette Avenue, Suite 1825, Minneapolis, MN 55402.
  1. Warranty and Limitations.  Subject to the terms set forth in this Section 8, CustomerTRAX warrants to you that, when used for its intended functions and purposes, the Software will not infringe upon any intellectual property right belonging to any person. CustomerTRAX MAKES NO OTHER REPRESENTATION, WARRANTY OR GUARANTEE WITH RESPECT TO THE SOFTWARE WHETHER EXPRESS OR IMPLIED, AND HEREBY EXCLUDES AND SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY TYPE, NATURE OR DESCRIPTION WHATSOEVER, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. YOUR SOLE AND EXCLUSIVE REMEDY, AND CustomerTRAX’s SOLE AND EXCLUSIVE LIABILITY, WITH REGARD TO ANY CLAIM UNDER THIS WARRANTY WILL BE THE MODIFICATION OR REPLACEMENT OF THE SOFTWARE AS NECESSARY TO COMPLY WITH THIS WARRANTY WITHIN A COMMERCIALLY REASONABLE TIME FOLLOWING CustomerTRAX’s SUBSTANTIATION OF THAT CLAIM.  FOR THE AVOIDANCE OF DOUBT IN THAT REGARD, CustomerTRAX WILL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES (WHETHER SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER) ARISING FROM ANY ACTUAL OR ALLEGED BREACH OR FAILURE OF THIS WARRANTY.  A claim under this warranty must be made in writing within 30 days following your discovery of the condition that is the subject of that claim, or that claim will be deemed to have been waived.
  1. Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL CustomerTRAX BE LIABLE TO YOU FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION OR ANY OTHER PECUNIARY LOSS), WITH RESPECT TO THIS LICENSE OR THE SOFTWARE, EVEN IF CustomerTRAX HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

 

  1. Exclusive Terms.  The terms set forth in this License constitute the entire agreement between CustomerTRAX and you with regard to your use of the Software and supersede any and all proposals or communications, or other understandings or agreements, whether oral or written, between CustomerTRAX and you with regard to your use of the Software.  No change to or modification of any term in this License will be valid, binding or of any effect unless made in writing and signed by CustomerTRAX.  If any term of this License is found to be invalid or unenforceable under applicable law, that term (or the part thereof that is invalid or unenforceable) will be considered to have been severed from this License and the remainder of this License will continue in full force and effect.
  1. Governing Law.  This License will be construed and enforced in accordance with the laws of the United States of America and the State of Minnesota, without regard to the laws of any jurisdiction that concern choice or conflict of laws.
CustomerTRAX Software License

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