Software Subscription License

ACCOUNTING IN MOTION LLC

Master Terms of Use
ACCEPTANCE OF TERMS.
Accounting in Motion LLC ("LICENSOR") provides to you ("LICENSEE") a software subscription that is subject to the following Terms of Use ("TOU"). The LICENSOR reserves the right to update the TOU at any time without notice to LICENSEE. The most current version of the TOU can be requested through LICENSOR support process.
SOFTWARE SUBSCRIPTION LICENSE.
LICENSEE agrees to LICENSOR's TOU to obtain a software subscription ("software") license from the LICENSOR subject to LICENSEE compliance with the TOU, including any restrictions, the LICENSOR grants to LICENSEE a non-exclusive, non-transferable, non-sublicensable, revocable LICENSE to use and access the Software for the description of services in this TOU as follows.
DESCRIPTION OF SERVICES.
LICENSOR provides LICENSEE with a software license offered to only businesses for managing, reviewing, approving vendor documents, transferring information to accounting systems, and creating payment files for submission to the LICENSEE's financial institutions. The software includes updates, enhancements, new features, and/or the addition of any new Web applications. These are all subject to the TOU.
AVAILABILITY OF SERVICES.
While LICENSOR will use commercially reasonable efforts to keep our software available and accessible, the software may be unavailable from time to time for repairs, upgrades, routine and emergency maintenance, or other interruptions that may be out of our reasonable control, including any outages of Third-Party Services or any related application programming interface (“APIs”) and integrations. Interruptions of our software shall not serve as a basis to demand any full or partial refunds or credits of prepaid and unused payments.
SANDBOX USE AND USE LIMITATION.
LICENSEE’s warrants the use of products and services offered are for business purposes only. The sandbox application is a free version of software used only for demonstration purposes by a LICENSEE. A LICENSEE warrants that the LICENSEE of the software will not provide a competitor of LICENSOR information, access, screenshots, or process descriptions pertaining to the software. A competitor competes indirectly or directly with similar services or products is solely determined by LICENSOR. In the sandbox application, the LICENSEE of the software will have limited access to the sandbox. A LICENSEE will need to repeat the sandbox application process to be granted additional access in the sandbox application. THE SANDBOX APPLICATION IS PROVIDED "AS-IS". The sandbox application is not confidential nor private. LICENSEE shall not enter confidential and private information into the sandbox application that LICENSEE would not disclose to the general public. Information saved in the sandbox application can be seen by others. liability section in TOU.
COMMERCIAL USE AND USE LIMITATION.
LICENSEE’s warrants the use of products and services offered are for business purposes only. The use of this software is for LICENSEE's document managing, approving, and electronic file creation processes for only this registered LICENSEE. LICENSEE may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from this software. LICENSEE warrants that the LICENSEE of the software will not provide LICENSOR's competitors who provide similar software to access, view, use, screenshots, or process descriptions pertaining to this software. A competitor competes indirectly or directly with similar services or products is solely determined by LICENSOR. LICENSOR has the right to terminate LICENSEE account or suspend LICENSEE access to the software for an indefinite amount of time if the LICENSOR reasonably suspects that LICENSEE may have violated any of the terms and restrictions.
LOSS OF DATA.
Should any Data be lost or destroyed, LICENSOR will not be liable nor responsible to LICENSEE or any other third party. LICENSEE of software agrees at its own expense is solely responsible for the recovery and reconstruction of such Data.
USER ACCOUNT, PASSWORD, AND SECURITY.
LICENSEE shall complete the license activation process by providing LICENSOR with current, complete and accurate information. LICENSEE is entirely responsible for maintaining the confidentiality of LICENSEE's password and account. Furthermore, LICENSEE is entirely responsible for any and all activities that occur under LICENSEE's account. LICENSEE agrees to notify LICENSOR immediately of any unauthorized use of LICENSEE's account or any other breach of security. LICENSOR will not be liable for any loss that LICENSEE may incur as a result of someone else using LICENSEE's password or account, either with or without LICENSEE's knowledge. However, LICENSEE could be held liable for losses incurred by LICENSOR or another party due to someone else using LICENSEE's account or password. LICENSEE may not use anyone else's account at any time without the express permission of the account holder.
BASIC SETUP AND SUPPORT SERVICES
This TOU provides the LICENSEE with free email support services up to forty (40) hours of accumulated support time a year. This TOU provides the LICENSEE with twenty (20) hours of free initial setup and configuration time for the LICENSEE organization in the software by email communications in the initial software subscription year. If the LICENSEE requires additional support or setup time, the LICENSEE needs to request assistance through our support services. Time used over the basic setup and support sevices will be quoted at LICENSOR's current billing rate.
DATA STORAGE AND MEMORY
LICENSEE is limited to up to two (2) gigabytes of information stored on LICENSOR's servers and databases. There is no right to additional storage. LICENSEE may incur additional costs for additional data and memory storage.
VERIFICATION FOR INFORMATION SUBMITTED FOR ACQUIRING SOFTWARE LICENSE AND MAINTAINING CURRENT LICENSEE CONTACT INFORMATION.
LICENSEE agrees that the LICENSOR can contact LICENSEE either by phone or email to verify the information provided in obtaining a license or to maintain LICENSEE's current contact information in LICENSOR's records. If LICENSOR is not able to contact the company through email or phone on or after the first attempt to verify the accuracy of the information submitted or on record to meet LICENSOR's internal policies or standards, LICENSOR can by its sole discretion terminate the license with or without notice.
LINKS TO THIRD PARTY SITES.
THE LINKS CREATED BY LICENSEE AND LICENSEE'S USERS WITHIN THE SOFTWARE TO THIRD PARTIES WILL LET LICENSEE LEAVE LICENSOR's SOFTWARE SITE. THESE LINKED SITES ARE NOT UNDER THE CONTROL OF LICENSOR AND LICENSOR IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. LICENSOR IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. LICENSOR SOFTWARE IS PROVIDING THIS LINKING FUNCTIONALITY TO LICENSEE ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY LICENSOR OF THE SITE.
LIMITATION OF LIABILITY.
THE PRICING OFFERED BY LICENSOR TO LICENSEE IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. LICENSOR WILL NOT BE LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM LICENSEE USE OF OUR PRODUCTS IN TRANSMITTING, COLLECTING, MANAGING, OR PROCESSING ANY SENSITIVE INFORMATION. THE SOFTWARE IS PROVIDED "AS-IS". IN NO EVENT WILL THE LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, SPECIAL,EXEMPLARY, ENHANCED, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, ANY LOST PROFITS, LOST SAVINGS, LOST REVENUE, OR LOST DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, UNDER ANY LEGAL OR EQUITABLE THEORY, OR OTHERWISE, EVEN IF THE LICENSOR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW. THE LICENSOR'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS TOU SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE SUBSCRIPTION, IF ANY. Nothing contained in this TOU limits the LICENSOR’s liability to LICENSEE in the event of death or personal injury resulting directly from the LICENSOR’s gross negligence.
WARRANTY
THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, GUARANTEES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE CANNOT AND DO NOT WARRANT THAT THE APPLICATIONS AND PRODUCTS WILL BE UNINTERRUPTED, AVAILABLE, ACCESSIBLE, SECURE, TIMELY, ACCURATE, COMPLETE, FREE FROM VIRUSES, OR ERROR-FREE. LICENSOR DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK OR ANY OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, DATA NOT WITHIN LICENSOR’S REASONABLE CONTROL.
SOFTWARE OUTPUT AND THIRD PARTY INTEGRATION.
LICENSOR DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS AND OUTPUT THAT DERIVES FROM THE SOFTWARE. THE ENTIRE RISK OF THE SOFTWARE'S QUALITY AND PERFORMANCE IS WITH LICENSEE. THE ENTIRE RISK OF THE SOFTWARE'S EXPORT FILES AND INFORMATION LOADED AND USE IN OTHER APPLICATIONS IS WITH THE LICENSEE.
FORCE MAJEURE.
Neither party shall be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, acts of governing bodies, or any other cause beyond its reasonable control.
EXPORT COMPLIANCE AND ANTI-CORRUPTION.
The software may be subject to export laws and regulations of the United States and other jurisdictions. LICENSEE represent that LICENSEE are not named on any U.S. government denied-party list. LICENSEE will not permit Users or any other third party to access or use the Products subject to a U.S. government embargo or in violation of any U.S. export law or regulation. LICENSEE further represent that LICENSEE has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with LICENSEE purchase or use of our software (excluding any reasonable gifts and entertainment provided in the ordinary course of business).
TRANSFER.
LICENSEE shall not rent, lease, sublicense, assign, delegate, or transfer LICENSEE's rights in the Software without written permission from the LICENSOR. Any attempted LICENSEE assignment of license call be wholly void and totally ineffective for all purposes.
NO UNLAWFUL OR PROHIBITED USE.
LICENSEE shall not use the Software for any purpose that is unlawful, prohibited by these terms, and against LICENSOR's policies and notices. LICENSEE may not use the Software in any manner that could damage, disable, overburden, or impair any LICENSOR's server, software, or the networks connected to any LICENSOR server, or interfere with any other party's use and enjoyment of this Software. LICENSEE may not attempt to gain unauthorized access to any Software, other accounts, computer systems or networks connected to any LICENSOR's server or to any of the Software, through hacking, password mining or any other means. LICENSEE may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Software.
UNSOLICITED IDEA SUBMISSION POLICY.
LICENSOR OR ANY OF ITS EMPLOYEES AND AFFILIATES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES. PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS. THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN LICENSOR's SOFTWARE PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO LICENSOR. PLEASE DO NOT SEND LICENSEE UNSOLICITED IDEAS TO LICENSOR OR ANYONE AT LICENSOR. IF, DESPITE OUR REQUEST THAT LICENSEE NOT SEND US LICENSEE IDEAS AND MATERIALS, LICENSEE STILL SEND THEM, PLEASE UNDERSTAND THAT LICENSOR MAKES NO ASSURANCES THAT LICENSEE IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.
INTELLECTUAL PROPERTY OWNERSHIP, COPYRIGHT PROTECTION.
The Software is the intellectual property of and is owned by the LICENSOR. The patents,inventions,copyrights,trademarks,domain names,trade secrets,know-how,structure, processes, organization, any other intellectual property and/or proprietary rights, and code of the Software are the valuable trade secrets, intellectual property, and confidential information of the LICENSOR. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this TOU does not grant LICENSEE any intellectual property rights in the Software and all rights not expressly granted are reserved by LICENSOR.
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
"Confidential Information", shall mean the Software, Documentation, Specifications, and terms and conditions of this TOU. LICENSEE acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation, or other entity, other than LICENSEE's employees with a need to know such Confidential Information to perform employment responsibilities consistent with LICENSEE's rights under this TOU. LICENSEE shall safeguard and protect the Confidential Information from theft, piracy, or unauthorized access in a manner at least consistent with the protections LICENSEE uses to protect its own most confidential information. LICENSEE shall inform its employees of their obligations under this TOU, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by LICENSOR, to prevent any unauthorized disclosure, access, copying or use of the Confidential Information. LICENSEE acknowledges and agrees that in the event of the LICENSEE's breach of this TOU, LICENSOR will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, LICENSOR shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy LICENSOR may have.
SEVERABILITY.
If any term of this TOU is held by a court of competent jurisdiction to be invalid or unenforceable, then this TOU, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
SOFTWARE SUBSCRIPTION PRICE.
LICENSOR reserves the right to review, modify, rescind, or cancel the price of this software subscription and LICENSEE will not hold LICENSOR in breach of contract. LICENSEE shall be responsible for any applicable sales or use taxes or any value added or similar taxes payable with respect to the licensing of the Software, or arising out of or in connection with this TOU.
PAYMENT FOR SOFTWARE SUBSCRIPTION SERVICES
LICENSEE shall pay all invoices within 30 days from the date of the invoice. If LICENSEE fails to pay an invoice within 30 days then LICENSOR can immediately terminate the TOU with or without notice and LICENSEE allows LICENSOR to terminate access to LICENSEE's data and delete LICENSEE's data on LICENSOR's servers and databases. The loss of access and data is the LICENSEE responsibility to recover. LICENSOR has the right to destroy all data in the software program and servers upon termination of TOU.
AUTOMATIC RENEWAL OF LICENSE AND SUBSCRIPTION.
This license and subscription will automatically renew monthly until terminated. The price of the software at the renewal time will be the price the LICENSEE will be invoiced at.
INDEMNIFICATION.
LICENSEE agrees to defend, indemnify, and hold harmless LICENSOR and its officers, directors, employees, agents, successors, and assignees from any and all third party claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including attorney’s fees and costs), arising from, in connection with, or based on allegations of, LICENSEE or LICENSEE Users’ breach of these Terms, use of Third-Party Services, or for LICENSEE negligence.
ATTORNEY'S FEES.
LICENSEE shall be responsible for LICENSOR's reasonable attorneys' fees and court costs associated with the LICENSOR's enforcement of the terms of this TOU for the collection of any amounts due under this TOU.
NOTICE.
For delivery, either by electronic communications or mail, of notices to each party in the TOU, the LICENSEE agrees the receipt of a notice from the LICENSOR shall be the email address provided by the LICENSEE for licensing the software, the LICENSEE administrator email address used for accessing the software, an email address of an agent of LICENSEE, or any physical address of the LICENSEE. The LICENSOR agrees the receipt of notice shall be when the LICENSEE emails the notice to support@achware.com.
NO WAIVER.
Failure by either party to exercise any right or remedy under this TOU does not signify acceptance of the event giving rise to such right or remedy. No waiver of any term or condition of this TOU shall be deemed to be a waiver of any subsequent breach of any term or condition and that provision, as well as other provisions of this TOU, remain in full force and effect.
TERM AND TERMINATION.
This TOU will remain in effect until its termination as provided herein. Termination by either party shall terminate with or without cause upon notice to other party. LICENSOR has sole discretion to offer or not offer a refund for the remaining contracted time that has been paid for. LICENSEE remains responsible for any unpaid balances. Upon termination the LICENSEE's loss of access and data is the LICENSEE's responsibility to recover. LICENSOR has the right to immediately destroy all data in the software program and servers upon termination of this TOU.
CHOICE OF LAW.
LICENSEE shall be deemed to have executed this TOU in the State of WISCONSIN and will be governed by and controlled in accordance with the laws of the State of WISCONSIN. The parties hereby consent to the jurisdiction of the courts of the State of WISCONSIN for the purpose of any action or proceeding brought by either party in connection with this TOU.
CHOICE OF FORUM.
LICENSOR and LICENSEE agree that any controversy between them, pursuant to the TOU or otherwise, must be determined in the State, County, or City courts in which LICENSOR's principal office is located.
HEADINGS.
The headings used in this TOU are for convenience only and are not intended to be used as an aid to interpretation.
ANY RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.