Terms of Use

Accrisoft End User Agreement

Accrisoft Corporation's ("Accrisoft"), located at 1900 NW Corporate Blvd, Suite 400 East, Boca Raton, Florida 33431, web based commerce, productivity, and information-sharing software applications (the "Accrisoft Software") is implemented on this website. The site has either been designed and is owned by Accrisoft ("Accrisoft Designed Website(s)"), or has been designed by third parties for you ("Third Party Designed Website(s)"). (The Accrisoft Software both on a stand alone basis and as integrated into Accrisoft Designed Websites are sometimes referred to as the "Accrisoft Product(s)".) A copy of the Accrisoft Product (which includes the Accrisoft Software and may include the Accrisoft Designed Website) is provided to you under the license and subject to all terms and conditions herein, and subject to Accrisoft's General Terms of Use and any amendments to them that may be posted by Accrisoft from time to time on this site or at www.accrisoft.com. These documents are collectively referred to as the "Agreement."

In order to exercise the rights granted to you herein you must first agree to be bound by the terms and conditions of the Agreement, without counter offer, addition, deletion or variance, all of which are rejected by Accrisoft. Indicate your acceptance by clicking on "Accept" in this dialog box. If you view or use this site, or make this site accessible by users over the internet or by any other means, then your viewing, use or that accessability will also be your acceptances of the terms and conditions of the Agreement. Any of these actions will constitute your consent to be bound by the terms and conditions of the Agreement and shall be enforceable in the same way as if you had signed the Agreement and returned your signed copy to Accrisoft. If you exit this dialog without clicking "Accept", or you click "Reject", and you do not use or make this site accessible, then you reject the Agreement, have no rights whatsoever with respect to any Accrisoft Products, and must immediately delete all copies of the Accrisoft Products.

1.0 You represent to Accrisoft that you are a business, and that the Accrisoft Products are used by you in business. You agree not to use or allow access to the Accrisoft Products in or from any country in the world where the use or access are not legal, prejudice any rights of Accrisoft, or require special rights or licenses be obtained by you or Accrisoft.

2.0 You will provide, at your own cost and expense, your unique text, photographs, graphics and other content required for the site. It is your and your Accrisoft Reseller's responsibility to web-enable your content for the site. The Accrisoft Products may not accommodate all content. You must contract to host the site with Accrisoft or your Accrisoft Reseller. You have no right to host the site yourself, or with any other internet service provider or hosting company. If you purchase hosting services from Accrisoft those services are subject to other agreements that must be entered into by you. Until such time as you accept the Agreement the Accrisoft Products are only available for setup and customization by your Accrisoft Reseller, and may not be viewed or used by you or any other person or entity.

3.0 You agree to abide by Accrisoft's administration and update policies that are in effect from time to time. You have been provided with an end user ID andpassword. You represent to Accrisoft that upon your first access to the site you entered the end-user ID and Password and read and accepted the Agreement (if you rejected the Agreement you are obligated to delete all copies of the Accrisoft Products). You agree that you will not permit any other person or entity to have or use your ID and password. Accrisoft Products must at all times have internet access. The Accrisoft Products are programed to automatically contact Accrisoft's license servers through the internet, at intervals determined by Accrisoft, during which contact the Accrisoft Products are reset and Accrisoft may provide updates and administer the products. In the event that the Accrisoft Products do not make the required contact then the Accrisoft Product will automatically cease operation, and will only be reset by Accrisoft if you are not in default of the Agreement, your Accrisoft Reseller is not in default o fits agreements with Accrisoft, and Accrisoft is paid its then current reset fee.

4.0 The Accrisoft Products may contain content or feeds from, or links to, third party websites or vendors ("Third Party Providers"). Accrisoft may from time to time change Third Party Providers for like services, and Third Party Providers may from time to time change the content or feeds that they provide, or change the websites to which links are provided or Accrisoft may from time to time remove services provided by Third Party Providers (all of the foregoing are "Third Party Changes"). In addition to Third Party Changes, Accrisoft may, but is not obligated to, modify the Accrisoft Products from time to time to when Accrisoft determines it is necessary or desirable.

5.0 Accrisoft owns all intellectual property in, to and under the Accrisoft Products (as originally constituted and as later modified by Accrisoft) except for source material provided by you or your Accrisoft Reseller for incorporation into the site, which shall remain your separate intellectual property or of your Accrisoft Reseller, as applicable. No Accrisoft Product shall be deemed a join work, compilation, derivative work or other work of multiple authorship as a result of incorporation of your or your Accrisoft Reseller's source material, or inclusion of material in CAR modules (defined herein), or any content from Third Party Providers or other third parties.

6.0 Subject to all other terms and conditions in this Agreement, Accrisoft hereby grants to you for so long as the Agreement and or this license is not terminated as provided herein, a license to: (i) use technical and other information provided by Accrisoft or your Accrisoft Reseller regarding Accrisoft Products in furtherance of your use of the Accrisoft Products; (ii) setup Accrisoft Products and administer CAR modules with content in accordance withAccrisoft's customization and setup policies in effect from time to time; (iii)use the Accrisoft Products and permit internet access to the Accrisoft products for use by others, as the Accrisoft Products are hosted by, and only as hosted by, Accrisoft or an Accrisoft Reseller on Accrisoft approved servers. You have no other rights or licenses with respect to any Accrisoft Products, or any other material provided by Accrisoft.

Without limiting the generality of the foregoing, you agree not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, unlock, decrypt or otherwise attempt to derive source code or view the code of any Accrisoft Product. You also agree to not remove, obscure, or alter Accrisoft's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Accrisoft Products. Upon the termination, or during any suspension, of the of the Agreement or this license as provided herein, you must immediately cease all of these licensed activities and delete all copies of Accrisoft Products.

7.0 Accrisoft may in its discretion terminate or suspend the rights and licenses granted to you herein, without providing you with any advance notice, in the following events: you fail timely to pay any amounts due from you to your Accrisoft Reseller; your Accrisoft Reseller fails timely to pay all amounts duefrom it to Accrisoft, even if you timely pay your Accrisoft Reseller; if yourAccrisoft Reseller materially breaches any of its agreements with Accrisoft; orif you materially breach the Agreement. Accrisoft may in its discretion, withoutproviding you with notice, suspend operation or shutdown and/or delete thecopies of the Accrisoft Products at any time that the rights and licenses granted to you herein are suspended or terminated. In the event that your license is suspended or cancelled and your Accrisoft Products are suspended or shutdown, as a result of a default by your Accrisoft Reseller and not by you, you may contact Accrisoft end-user customer service and open an end-user account, pay Accrisoft its then current end-user license and hosting fees, and other amounts, directly to Accrisoft and we will reset and host your Accrisoft Products.

8.0 You agree to defend (with counsel chosen by Accrisoft) and shall hold Accrisoft, its officers, directors and shareholders harmless against all damages, costs and expenses of every type and description that result from or are related to your domains, Third Party Designed Websites, any content for Accrisoft Designed Websites and Third Party Websites that is not provided by Accrisoft, any material input by or for you in any CAR modules, any acts or omissions by you, your employees and agents relating to use of the Accrisoft Products, regardless of the grounds and regardless of whether litigation is commenced.

9.0 Accrisoft does not provide end-user support. You must contact your Accrisoft Reseller, not Accrisoft, for all customer support including for product training, complaints and technical problem solving, and issues related to modules designated by Accrisoft from time to time as having Customer Administration Rights ("CAR"). You acknowledge and agree that your reseller is an independent company not related to Accrisoft, and it does not act for, and has no authority to bind, Accrisoft. You acknowledge and agree that Accrisoft is not liable for any act or omission of your Accrisoft Reseller. If you wish to log a complaint to Accrisoft regarding your Reseller you may do so through our end-user customer service department.

10.0 You own all user data, whether input into the Accrisoft Products by users or gathered automatically from users computers through software interfaces (“User Data”). User Data that is gathered through the Accrisoft Products may be downloaded by your CAR module administrator. At your option you may elect to restrict access to User Data by written notice to Accrisoft delivered to its corporate headquarters and marked to the attention of customer service. If you do not so elect, then Accrisoft may gather User Data during its administration of the Accrisoft Products, and it may use, at no cost, all such data as it desires.

11.0 In addition to other grounds for suspending and cancelling your licenseand suspending or shutting down the Accrisoft Products, Accrisoft may immediately without notice terminate your licenses and shut down the Accrisoft Products if any content is posted to the website implementing the Accrisoft Product that is illegal, abusive or unethical. Illegal, abusive or unethical content includes, but is not limited to, spamming, pornography, obscenity, nudity, violations of privacy, hacking, computer virus, gambling, or promotion of gambling, and any harassing or harmful materials or uses, as determined by Accrisoft.

12.0 Accrisoft may list you as an Accrisoft customer and may list Accrisoft Designed Websites as such. As applicable, the Accrisoft Designed Websites and Third Party Designed Websites with Accrisoft Products, and the other Accrisoft Products, may contain Accrisoft’s legend indicating that the Accrisoft Designed Websites and/or Accrisoft Software were designed and the copyright is owned by Accrisoft, and/or that it is powered by Accrisoft, or other similar legends. Any notice that a copyright is owned by an Accrisoft Reseller or by you is only a reference to the content provided by the Reseller and you, and not the Accrisoft Product or any of its underlying computer code. The Agreement, all IDs and passwords provided by Accrisoft, the non-viewable structure of the Accrisoft Products, and Accrisoft's other confidential business and technical informationare Accrisoft's "Confidential Information." You shall not disclose the Confidential Information to third parties nor directly or indirectly use the Confidential Information for your own or another's benefit except as contemplated herein for so long as your end-user license here under remains active, and then for three (3) years thereafter.

13.0 ACCRISOFT PROVIDES YOU WITH NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. You have represented that you are a business and that the Accrisoft Products will be used in your business. If you use, or intend to use, the Accrisoft Products for your home or personal purposes than the licenses granted to you herein terminate and the Accrisoft Products must be shut down and deleted. Accrisoft is not liable to you for any reason whatsoever, and you have no remedy against Accrisoft for any loss, damage or expense of any kind, including but not limited to, consequential, special, incidental or punitive damages or loss of profits, damages for lost profits or for damages based uponstrict or absolute liability in tort, damages in contract or by statute, damages for lost data, spamming, viruses, interrupted transmissions, or unauthorized access to the Accrisoft Products, whether or not caused directly or indirectly by Accrisoft’s performance or failure to perform hereunder, and regardless of whether Accrisoft has been informed of the possibility of such damages.

14.0 The Agreement is the entire Agreement and understanding between the parties as to the subject matter hereof, and supersedes all prior or contemporaneous agreements, written or oral. Information on Accrisoft's website is promotional in nature is not an agreement by Accrisoft. The Agreement may not be amended, and no provision may be waived, except in a writing executed by both parties. Where the context of the Agreement requires, singular terms shall beconsidered plural, and plural terms shall be considered singular, and masculine ,feminine and neuter pronouns shall be equivalent in meaning. You may not assign the Agreement or any of your rights or obligations hereunder, in whole or inpart, without the written consent of Accrisoft. Any purported assignment without Accrisoft’s consent shall be void. Sale of you, whether by merger, asset sale, stock sale or otherwise, shall be deemed an assignment of the Agreement. All notices hereunder shall be in writing and given by certified mail, overnight delivery or by fax transmission if a delivery receipt is obtained, to the parties at their headquarters. This Agreement shall be deemed to have been made in Boca Raton, Florida for all purposes and shall be governed by and construed in accordance with the laws of the United States and the State of Florida, without regards to conflict of laws, and the parties expressly opt out of all applicable international treaties and conventions that may impact the making, performance or enforcement of the Agreement. Notwithstanding the foregoing, the federal laws of the United States, all foreign laws and all international treaties and conventions that provide Accrisoft with protections and/or rights in connection with Accrisoft's intellectual property and trade secrets shall apply. All actions relating to the making or performance of the Agreement shall be brought in the courts, state or federal, sitting in Palm Beach County, Florida, and the parties hereby consent to the jurisdiction and venue of such courts. Notwithstanding the foregoing, Accrisoft may bring suit in any court or before any other body if it deems it necessary to enforce or protect its intellectual property or confidential information, or to enforce its rights or your obligations under the Agreement. The Agreement shall be interpreted in English only and all proceedings of any type related to the Agreement shall be conducted in English only. You agree not to exercise your license rights and no tto use or allow any use of Accrisoft Software in any country as to which such exportation or use is prohibited under the laws of the United States or such other country. You agree to comply with all laws, rules and regulations of Florida and the United States, including those governing export control and you agree that you and/or your Reseller are responsible for payment of all tariffs and other charges that may be applicable to your purchase of this end-user license or use of the Accrisoft Software outside of the United States and you agree to defend and hold Accrisoft harmless against all such issues and any such tariffs or other charges. All amounts under this Agreement are in United States Dollars. Termination or suspension of the licenses granted to you herein does not terminate or suspend any of Accrisoft's rights or your obligations hereunder which will survive such suspension or termination of the licenses and the shut down and deletion of the Accrisoft Products.