Provision Connect Software End User License Agreement
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING PROVISION CONNECT SOFTWARE. BY USING PROVISION CONNECT SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE.
1. GENERAL. The software, documentation and any fonts accompanying this License whether accessed online on any other media or in any other form (collectively the "Provision Connect software") are licensed, not sold, to you by Provision Connect (“Provision Connect”) for use only under the terms of this License, and Provision Connect reserves all rights not expressly granted to you. The rights granted herein are limited to Provision Connect’s and its licensors' intellectual property rights in the Provision Connect software and do not include any other patents or intellectual property rights. You license to electronically access the media on which the Provision Connect software is recorded and own the transaction data collected by the software, but Provision Connect and/or Provision Connect’s licensor(s) retain ownership of the Provision Connect software itself. The rights granted under the terms of this License include any software upgrades that replace and/or supplement the original Provision Connect software product, unless such upgrade contains a separate license.
Title and intellectual property rights in and to any content displayed by or accessed through the Provision Connect software belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing such content. This License does not grant you any rights to use such content.
In addition to the Provision Connect software, the term "Software" includes any other programs, tools, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that Provision Connect provides or makes available to you. You are entitled to download updates to the Software that Provision Connect generally makes available to other users of the Software. Certain Software may be accompanied by, and will be subject to, additional terms.
2. PERMITTED LICENSE USE AND RESTRICTIONS. This License allows you to electronically access Provision Connect software online via the Internet accessible from any computer connected to the Internet for licensed and acceptable use. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the Provision Connect software or any part thereof.
3. TRANSFER. You may not rent, lease, lend or sublicense the Provision Connect software, you may not transfer all or any of your license rights to the Provision Connect software to another.
4. CONSENT TO USE OF DATA. You agree that Provision Connect and its subsidiaries may collect and use technical and related information, including but not limited to technical information about your company, corporate use and transactional data that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Provision Connect software. Provision Connect may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you. Data is solely for technical use purposes and even then the customer is anonymous or not tied to the info by name.
5. TERMINATION. This License is effective until terminated. Your rights under this License will terminate automatically without notice from Provision Connect if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the Provision Connect software. In the event of termination, POSSIBLE MISSIONS will still have time to access data for a reasonable amount of time.
6. LICENSEE ACCESS INFORMATION AND ACCOUNT DATA. You are solely responsible for (i) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you to access the Software, Services and your customer account information (collectively, "Licensee Access Information"), and (ii) preventing unauthorized access to or use of the information, files or data that you store or use in or with the Software and Services (collectively, " Account Data"). You are responsible for providing access and assigning passwords to other users under your account for the Software and Services, and ensuring that such authorized users comply with this Agreement. You will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data ("Communications") entered using the Licensee Access Information. Provision Connect assumes that any Communications it receives through use of the Licensee Access Information were sent or authorized by you. You agree to immediately notify Provision Connect if Licensee becomes aware of any loss, theft or unauthorized use of any Licensee Access Information. Provision Connect reserves the right to deny you access to the Software or Services (or any part thereof) if Provision Connect reasonably believes that any loss, theft or unauthorized use of Licensee Access Information has occurred. You must inform Provision Connect of, and hereby grants to Provision Connect permission to use, Licensee Access Information to enable Provision Connect to provide the Services to you, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services Provision Connect may provide to you in the future.
7. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVISION CONNECT, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. PROVISION CONNECT DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, IDENTITY THEFT, THREAT OF HACKERS, OTHER PROGRAM LIMITATIONS, OR THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS. PROVISION CONNECT ATTEMPTS TO ENSURE THAT THE ACCOUNT DATA STORED ON PROVISION CONNECT'S SERVERS IS SAFE AND SECURE BY EMPLOYING REASONABLE, INDUSTRY-RECOGNIZED SECURITY AND VIRUS SAFEGUARDS, AND CONDUCTING ROUTINE SYSTEM MAINTENANCE AND MONITORING.
8. LIMITATION OF LIABILITY AND DAMAGES. THE ENTIRE CUMULATIVE LIABILITY OF PROVISION CONNECT AND ITS SUPPLIERS FOR ALL MATTERS ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR SERVICES, AS APPLICABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVISION CONNECT AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF PROVISION CONNECT OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL PROVISION CONNECT BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN ANY THIRD PARTY SERVICES, THIRD PARTY WEBSITES, OR SERVICES. IN NO EVENT DOES PROVISION CONNECT ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE OR SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PROVISION CONNECT AND YOU. PROVISION CONNECT WOULD NOT BE ABLE TO HAVE PROVIDED THE SOFTWARE OR THE SERVICES WITHOUT SUCH LIMITATIONS.
9. EXPORT LAW ASSURANCES. You may not use or otherwise export or re-export the Provision Connect software except as authorized by United States law and the laws of the jurisdiction in which the Provision Connect software was obtained. In particular, but without limitation, the Provision Connect software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Libya, North Korea, Sudan and Syria) or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Provision Connect software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
10. CONTROLLING LAW AND SEVERABILITY. This License will be governed by and construed in accordance with the laws of the State of Texas, as applied to agreements entered into and to be performed entirely within Texas between Texas residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
11. COMPLETE AGREEMENT; GOVERNING LANGUAGE. This License constitutes the entire agreement between the parties with respect to the use of the Provision Connect software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Provision Connect. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.
12. WEBSITE HOSTING & RESPONSBILITIES. Provision Connect may provide the use of its software for the additional purpose of hosting a customer’s web site containing proprietary customer information, marketing materials, and other stored data contained within a Provision Connect database and content management system contained with the software. All content and management rights of the data contained within web site belong to the customer.
13. MONTHLY HOSTING & SERVICE TERMINATION. This License is effective until terminated willfully by either party 30 days after receipt of written termination by either party; or failure by you to maintain current payment status. Provision Connect, LP may at its sole discretion disable the service due to late or non-payment of monthly service and hosting fees (see 14.4, 14.5)
14. FEES AND PAYMENT FOR PURCHASED SERVICES
14.1. Fees. You will pay all fees specified in this agreement. Except as otherwise specified herein, (i) fees are based on services and content purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
14.2. Price Increases. 90-day written notice will be given to any monthly service or hosting fee increase, and annual fees will not be increased through monthly charges.
14.3. Invoicing and Payment. We will invoice via email. Unless otherwise stated elsewhere in this agreement, invoiced charges are due on or before the due date listed on an invoice.
14.4. Overdue Charges. If any invoiced amount is not received by Provision Connect by the due date, then without limiting our rights or remedies, those charges may at our discretion accrue a late fee of 10% of the outstanding balance.
14.5. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue, we may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue via email notification before suspending services to You.
14.6. Default. If a default occurs by you in connection with this agreement due to late or non-payment of monies due to Provision Connect, LP; On or after default, to the extent permitted by law, you agree to pay all expenses of collection, enforcement or protection of Provision Connect LP’s right to, attorney’s fees, court costs and other legal expenses. These expenses are due and payable immediately. If not paid immediately, these expenses will bear interest, at the highest rate allowable by law, until paid in full. In addition, to the extent permitted by the United States Bankruptcy Code, you agree to pay the reasonable attorney’s fees incurred by Provision Connect LP to protect their rights and interests in connection with any bankruptcy proceedings by you.
14.7. Payment Disputes. We will not exercise Our rights under Section 14.4 (Overdue Charges) or 14.5 (Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
14.8. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 14.7, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against Us based on Our income, property and employees.
14.9. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.