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  • Software License Agreement

    By clicking on the box, you acknowledge that you have read and agree to the terms of this Software License Agreement (“SLA”). 1. Definitions ″SSI″ – Steadfast Solutions, Inc. or one of its subsidiaries. “You” and “Your” – the end user of the Program who has agreed to the terms of this SLA and purchased a License to use the Program via the SSI website along with its heirs, representatives and assigns. ″Program″ – the Toreo Data Connector software, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, files, and modules, 3) audio-visual content (such as images, text, recordings, or pictures), and 4) related licensed materials (such as keys and documentation). “License” – the right to use the Program granted by this SLA. “License Fee” – The payment You make to SSL to obtain the License granted by this SLA. 2. Complete Agreement You acknowledge that You have read and understand the terms and provisions of this SLA, and this SLA contains the entire agreement between You and SSI and supersedes any and all prior agreements, arrangements, or understandings between You and SSI relating to Your use of the Program. In entering into this SLA, You acknowledges that no representations have been made to You, upon which You are relying in entering into this SLA, which are not expressly set forth herein. 3. License Grant You acknowledge that the Program is owned by SSI and is subject to copyright and other intellectual property protections. You acknowledge that no ownership in the Program or the copyrights related thereto are conveyed as a result of this SLA. Rather, You acknowledge that, in consideration of the License Fee, You are being granted a nonexclusive, non-transferable one year License to use the Program pursuant to the terms of this SLA. The License granted herein allows You to install and run the Program only on a single computer. The License further restricts the Use of the Program to the local computer on which it is installed. The Program, may not be accessed or run remotely. If You wish to install and run the Program on a different computer, the Program must first be uninstalled from any computer on which it has already been installed. You may also make one copy of the Program as a backup. Other than maintaining one backup copy and installing the Program on one computer, You may not otherwise make any copies of the Program. By installing the Program on a computer, you acknowledge: a. You have lawfully obtained the Program and complied with the terms of this SLA; b. Any backup copy of the Program will not be installed unless the original installation media is corrupted and any installed copy of the Program is fully uninstalled; c. You must reproduce all copyright notices and other legends of ownership on each copy, or partial copy, of the Program; d. You must ensure that anyone who uses the Program does so only on Your behalf and complies with the terms of this SLA; and e. You may not 1) use, copy, modify, or distribute the Program except as expressly permitted in this SLA; 2) reverse assemble, reverse compile, otherwise translate, or reverse engineer the Program, except as expressly permitted by law without the possibility of contractual waiver; 3) use any of the Program’s components, files, modules, audio-visual content, or related licensed materials separately from the Program; or 4) sublicense, rent, or lease the Program. 4. Term and Termination This SLA commences on the date You purchase the License. The License granted herein commences on the date that You purchase the License and terminates after the expiration of one year. The License granted herein terminates automatically in the event You fail to comply with the terms of this SLA. If the License is terminated for any reason, You agree to promptly discontinue use of and destroy all of Your copies of the Program. The remaining terms of this SLA survive the termination of the License granted herein. 5. Taxes If any authority imposes on the Program a duty, tax, levy, or fee, excluding those based on SSI’s net income, then You agrees to pay that amount, as specified in an invoice, or supply exemption documentation. You are solely responsible for any personal property taxes for the Program from the date that You obtain the License. If any authority imposes a customs duty, tax, levy, or fee for the import into or the export, transfer, access, or use of the Program outside the country in which You were granted the License, then You agree that You are responsible for, and will pay, any amount imposed. You further agree to indemnify and hold SSI harmless from any and all such duties, taxes, levies or fees. 6. Transfer of License You are prohibited from transferring the License granted herein to any other person or entity. 7. Warranty and Exclusions 7.1 Limited Warranty SSI warrants that the Program, when used in its specified operating environment, will conform to its specifications. The Program’s specifications and specified operating environment are set forth in the Program’s description on SSI’s website. Licensee agrees that such information may be supplied only in the English language, unless otherwise required by local law without the possibility of contractual waiver or limitation. This warranty applies only to the unmodified portion of the Program and only during the one year term of the License. SSI does not warrant uninterrupted or error-free operation of the Program, or that SSI will correct all Program defects. You are responsible for the results obtained from the use of the Program. 7.2 Exclusions THESE WARRANTIES ARE LICENSEE’S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH WARRANTIES ARE LIMITED IN DURATION TO THE ONE YEAR TERM OF THE LICENSE. NO WARRANTIES APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THESE WARRANTIES GIVE LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. THE WARRANTIES IN THIS SECTION 7 (WARRANTY AND EXCLUSIONS) ARE PROVIDED SOLELY BY SSI. THE DISCLAIMERS IN THIS SUBSECTION 7.2 (EXCLUSIONS), HOWEVER, ALSO APPLY TO SSI’S SUPPLIERS OF THIRD PARTY CODE. THOSE SUPPLIERS PROVIDE SUCH CODE WITHOUT WARRANTIES OR CONDITION OF ANY KIND. THIS PARAGRAPH DOES NOT NULLIFY SSI’S WARRANTY OBLIGATIONS UNDER THIS SLA. 7.3 Sole Remedy IN THE EVENT THE PROGRAM FAILS TO CONFORM TO ITS SPECIFICATIONS OR IN THE EVENT SSI FAILS TO SATISFY ITS WARRANTY OBLIGATIONS, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE A REFUND OF THE LICENSE FEE. UNDER NO CIRCUMSTANCES WILL SSI BE LIABLE FOR ANY CONSEQUENTIAL OR OTHER DAMAGES. 8. Limitation of Liability The limitations and exclusions in this Section 8 (Limitation of Liability) apply to the full extent they are not prohibited by applicable law without the possibility of contractual waiver. Regardless of the basis on which You may be entitled to claim damages from SSI (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), SSI’S ENTIRE LIABILITY FOR ALL CLAIMS IN THE AGGREGATE ARISING FROM OR RELATED TO THE PROGRAM OR OTHERWISE ARISING UNDER THIS SLA WILL NOT EXCEED THE AMOUNT OF THE LICENSE FEE. This limit also applies to any of SSI’s developers and suppliers. It is the maximum for which SSI and its developers and suppliers are collectively responsible for any claim arising under or related to this SLA. UNDER NO CIRCUMSTANCES IS SSI, ITS DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: a. LOSS OF, OR DAMAGE TO, DATA; b. SPECIAL, INCIDENTAL, EXEMPLARY, OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; OR c. LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS. 10. Third Party Notices The Program may include third party code that SSI, not the third party, licenses to You under this SLA. Notices, if any, for the third party code (″Third Party Notices″) are included for Your information only. These notices can be found in the Program’s NOTICES file(s). 11. General a. Nothing in this SLA affects any statutory rights of consumers that cannot be waived or limited by contract. b. If any provision of this SLA is held to be invalid or unenforceable, the remaining provisions of this SLA remain in full force and effect. c. You agree to comply with all applicable export and import laws and regulations, including U.S. embargo and sanctions regulations and prohibitions on export for certain end uses or to certain users. d. You authorize SSI and its subsidiaries (and their successors and assigns, contractors and SSI Business Partners) to store and use Your business contact information wherever they do business, in connection with SSI products and services, or in furtherance of SSI’s business relationship with You. e. Each party will allow the other reasonable opportunity to comply before it claims that the other has not met its obligations under this SLA. The parties will attempt in good faith to resolve all disputes, disagreements, or claims between the parties relating to this SLA. f. Unless otherwise required by applicable law without the possibility of contractual waiver or limitation: 1) neither party will bring a legal action, regardless of form, for any claim arising out of or related to this SLA more than two years after the cause of action accrues; and 2) upon the expiration of such time limit, any such claim and all respective rights related to the claim shall be barred. g. Neither You nor SSI is responsible for failure to fulfill any obligations due to causes beyond its control. h. No right or cause of action for any third party is created by this SLA, nor is SSI responsible for any third party claims against You. i. In entering into this SLA, neither party is relying on any representation not specified in this SLA, including but not limited to any representation concerning: 1) the performance or function of the Program, other than as expressly warranted in Section 7 above; 2) the experiences or recommendations of other parties; or 3) any results or savings that You may achieve. j. SSI may have signed agreements with certain organizations (called ″SSI Business Partners″) to promote, market, and support the Program. SSI Business Partners remain independent and separate from SSI. SSI is not responsible for the actions or statements of SSI Business Partners or obligations they have to You. k. The license and intellectual property indemnification terms of any other agreements You have with SSI (such as an SSI Customer Agreement) do not apply to Program and the License granted under this SLA. 12. Governing Law and Venue The parties agree that this SLA shall be governed by and construed under the laws of the State of Texas, without regard to conflict of law principles. Venue for any action arising under or related to this SLA or the relationship between SSI and You created hereunder, shall be exclusively in the state and federal courts located in Houston County, Texas. Licensee hereby consents to personal jurisdiction in the courts of Texas for such purposes.