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Acclivity LLC End User License Agreement

This is an agreement (the “Agreement”) between you, the end user, and ACCLIVITY LLC. “Software” is defined as the ACCLIVITY computer program and user documentation that is included with this Agreement and any updates or maintenance releases related thereto. By installing and/or using this Software you agree to become bound by the terms of this agreement. Do not use the Software until you have carefully read this Agreement. Included with the Software is software provided by Aatrix Software, Inc., (“Aatrix Module”). By using the Aatrix Module you also agree to become bound by the terms of the “Aatrix End User License Agreement” provided with the Aatrix Module and further, you agree that your use of the Aatrix Module is limited to a term of one year from the date you register with ACCLIVITY to use the Aatrix Module.

IF YOU AGREE WITH THE TERMS OF THIS AGREEMENT, CLICK THE “ACCEPT” or “AGREE” BUTTON WHILE INSTALLING THIS SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THIS SOFTWARE. PROMPTLY REMOVE IT FROM YOUR COMPUTER. You may then return the entire package and your receipt within 30 days to the place from which you obtained the Software for a refund of the purchase price. Until return of this package has been accepted, you are governed by this Agreement.

This Software is protected by copyright laws and international treaties and may only be used in accordance with the License terms and conditions.

TRIAL VERSION SOFTWARE LIMITATION. If this Software is a trial version it has restrictions on its use and is intended to be used only for evaluation purposes. This software may be used for 30 days as of the first time you run the software. Upon lapse of such period the software will disable automatically. If you wish to use the software after the tryout period, you need to purchase and activate a Commercial License for continued use. Upon your purchase of the full version Software product license and acceptance of the terms and conditions of the software license agreement accompanying the full version software product, the restrictions in this paragraph (Trial Version Software Limitation) shall no longer apply, but the remainder of this Software License Agreement shall remain in full force and effect, and in the event there is any conflict between this Agreement and the full version software license agreement, the full version software license agreement shall control.

LICENSE. Subject to the terms of this Agreement, Acclivity LLC grants to you, the original purchaser, a royalty-free, non-transferable (except as specified below), non-exclusive License (the “License”) to use the Software, unless otherwise agreed to in writing by ACCLIVITY as follows:

  1. Online Activation


    The Software requires online activation and registration in order to use the Software under the terms of the License. If you do not activate your copy of the Software, your copy of the Software will disable automatically 30 days after you first install the Software.

    You are required to enter personal information during online activation. You need an active, functional internet connection to activate your copy of the Software. Your licensed use of the Software is bound to the computer(s) you used to complete activation. You may need to reactivate your copy of the Software after replacing the logic board of your computer or otherwise changing the hardware configuration of your computer. You may need to contact Acclivity to complete reactivation.

    This License does not allow the Software to be activated and used on more computers than the number of computers you have purchased Licenses for.

  2. Numbers of Users.
    1. Single Site License. You may install and use the Software on only one computer that you own or operate and must not use or permit the usage of the Software on more than one computer or computer terminal at a time by multiple users unless additional licenses are purchased. Additional licenses are required for each user accessing the software by way of ASP/terminal servers/web clients or other remote connection. You may transfer the Software and its License from one such computer to another that you own or operate provided that you Deregister your software and Reactivate. In event of an upgrade or product exchange, the license hereby granted shall automatically transfer to the new version or products, but you will be required to Activate such upgrade.
    2. Additional Licenses. You may install the software on the number of computers that you have purchased Additional Licenses for. Additional licenses can be purchased for your business from Acclivity to allow multiple installations and for simultaneous user access to accounting files across a network. Additional Licenses are also required for each user accessing the software by way of ASP/terminal services/web clients or other remote connections. One license shall apply to one individual named user within your legal entity. Additional Licenses can be purchased for use on computers used remotely, by the original purchaser only.
  3. Updates and Upgrades. In the event of an upgrade, update or product exchange, the license hereby granted shall automatically transfer to the new version or product. All rights in respect of the original product shall lapse and no further use of these shall be permitted.
  4. Archive Copies. You may not copy or duplicate the Software, except as necessary solely for archival purposes, Software error verification, or to replace defective storage media, provided you keep the original and the copies. You may not alter, decompile, or disassemble the Software. You may make copies of the user documentation up to but not exceeding the number of multi-user licenses you have purchased.
  5. Copies. You may not copy or duplicate the Software or this Trial Version Software and distribute it to others for their evaluation, except as necessary solely for archival purposes, program error verification, or to replace defective storage media. You agree to retain the Software and all such copies in your possession.
  6. Restrictions Transfer. You may not lease, sublicense (including offering the Software to third parties by means of ASP/Terminal Servers/Web Client or other means of Remote Access), rent, lend, distribute or otherwise transfer or assign the Software, Licenses, Additional Licenses, Product Updates, Payroll Tax Updates or any lawful copies thereof, except that you may transfer all of your rights and interest in and to the Software, including any upgrades and additional licenses purchased, to a single person or entity (“Transferee”), provided that (i) you either transfer to the Transferee any and all copies you may have made or destroyed said copies upon transfer of the Software, so that you retain no copies, (ii) that you transfer to the Transferee any and all manual(s) which were provided by ACCLIVITY pertaining to the Software, (iii) the Transferee agrees to be bound by the terms of the Agreement, and (iv) you notify ACCLIVITY in writing of such transfer, and provide the name and address of the Transferee.
  7. Term and Termination. The License is effective until terminated. You may terminate the License at any time by removing the Software from your computer and destroying any copies you have of the Software. The License is automatically terminated if you violate any portion of this Agreement. You agree upon any such termination to destroy the Software together with all copies. Upon termination, there will be no refund of any monies paid by you except in connection with the 30-day return policy set forth above. Termination of this License shall be in addition to and not in lieu of any other remedies available to ACCLIVITY..
  8. Protection and Security. You agree to use your best endeavors and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person has access to the Product and that there is no unauthorized copying or distribution of the Software or user documentation.

UPDATES AND CONTINUING FULFILLMENT. If ACCLIVITY elects, in its sole discretion, to produce subsequent updates and revisions to the Software (collectively, “Product Updates”), you may receive such Product Updates as they become available for your licensed version of the software. Payroll Tax Updates which include changes to payroll tax, withholding calculations, and payroll tax tables are provided as a service and additional fees apply for such service. Updates are delivered online. All Updates are subject to the terms of this License.

COPYRIGHT PROTECTION. Except as set forth in “LICENSE” above, you may not copy or use the Software, and any copy that you make as permitted by this Agreement must contain the same copyright and other intellectual property notices that appear on or in the Software. The Software is protected by United States and International copyright or other intellectual property law. ANY USE OF THE SOFTWARE, EXCEPT AS EXPRESSLY PERMITTED IN THIS LICENSE AGREEMENT, MAY SUBJECT YOU TO CIVIL DAMAGES AND LEGAL FEES, AND MAY BE A SERIOUS CRIME.

CONFIDENTIALITY. The Software constitutes Confidential Information and contains trade secrets of ACCLIVITY. You are not permitted to disclose the Software to any third party except in accordance with this Agreement. You may not reverse engineer, disassemble, or decompile the Software, payroll tax tables or other related files, or otherwise attempt to discover the source code of the Software.

TRADEMARKS. Trademarks shall be used in accordance with trademark law, including identification of trademark owners’ goods and services. Trademarks can only be used to identify printed output produced by the Software, and such use does not give you any rights of ownership in that trademark.

TAX TABLES. YOU ASSUME FULL RESPONSIBILITY FOR THE SELECTION OF THE PAYROLL TAX TABLES AND SALES TAX TABLES (“TAX TABLES”) WHETHER PROVIDED BY ACCLIVITY OR OTHERS, TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE TAX TABLES AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE TAX TABLES. ACCLIVITY DISCLAIMS ANY WARRANTY OR CONDITION THAT THE FUNCTIONS CONTAINED IN THE TAX TABLES WILL MEET YOUR REQUIREMENTS OR THAT THE TAX TABLES OR THE OPERATION OF THE TAX TABLES WILL BE INTERRUPTION OR ERROR FREE.

PROFESSIONAL ADVICE. ACCLIVITY IS NOT ENGAGED IN RENDERING LEGAL, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE OR SERVICE. IF LEGAL ADVICE, OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. IT IS YOUR RESPONSIBILITY TO KEEP INFORMED OF ACCOUNTING, TAX, AND/OR PAYROLL CHANGES THAT MAY AFFECT YOU AND TO ENSURE THAT YOU FOLLOW THESE CHANGES.

LIMITED WARRANTY AS TO MEDIA. ACCLIVITY warrants that the media on which the Software is recorded is free from defects in materials and workmanship under normal use for a period of 30 days from the date of your original purchase.

DISCLAIMER OF WARRANTIES. EXCEPT AS PROVIDED IN THE FOREGOING PARAGRAPH (“LIMITED WARRANTY AS TO MEDIA”), ACCLIVITY DISCLAIMS ANY AND ALL WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SOFTWARE AND RELATED MATERIALS ARE PROVIDED “AS IS”. ACCLIVITY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT THE PRODUCT IS FREE OF VIRUSES OR ERRORS OR WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. ACCLIVITY DISCLAIMS ANY WARRANTY AS TO THE PERFORMANCE OF THE SOFTWARE OR AS TO THE RESULTS THAT MAY BE OBTAINED BY USING THE SOFTWARE. THE ENTIRE RISK AS TO THE INSTALLATION, USE, QUALITY, AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. IT IS YOUR RESPONSIBILITY TO VERIFY THE RESULTS OBTAINED FROM USE OF THE SOFTWARE.

Some jurisdictions do not allow the limitation or exclusion of implied warranties, so the above limitation or exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary. This disclaimer of warranties and the limitation of liability below shall not be modified, diminished or affected by, and no obligation or liability will arise or grow out of the rendering of technical, programming, or other advice or service, or the provision of support for the Software by ACCLIVITY.

LIMITATION OF REMEDIES. ACCLIVITY’S ENTIRE LIABILITY TO YOU AND YOUR EXCLUSIVE REMEDY SHALL BE THE REPLACEMENT OF ANY DEFECTIVE MEDIA (SUCH AS CD-ROM) RETURNED BY YOU TO ACCLIVITY WITH PROOF OF PURCHASE DURING THE 30-DAY LIMITED WARRANTY PERIOD, AS SET FORTH ABOVE. IN NO EVENT WILL ACCLIVITY BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST REVENUES, DATA, PROFITS OR SAVINGS) ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE EVEN IF ACCLIVITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF ACCLIVITY ARISING FROM YOUR USE OR INABILITY TO USE THE SOFTWARE EXCEED THE FEE PAID BY YOU FOR THIS LICENSE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitation or exclusion may not apply to you.

GENERAL. This Agreement will inure to the benefit of ACCLIVITY, its successors, and assigns and will be construed under the laws of the State of New Jersey, USA, except for that body of laws dealing with conflict of laws. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permitted and the remainder will remain in full force. This Agreement is the entire agreement between you and ACCLIVITY in respect of the Software.