For the purpose of this Agreement, the term “APPLICATIONS” shall mean all computer software in machine-readable form, and the term “PROGRAM MATERIALS” shall mean all media on which it resides, and all user documentation provided by Breckenridge Software Technologies, Inc. and their product line (“Strinos ERP”). Breckenridge Software Technologies, Inc. is the licensed developer of “Strinos ERP”, and where the product line of “Strinos ERP” is placed or used, this term shall represent the legal ownership to Breckenridge Software Technologies, Inc
Breckenridge Software Technologies, Inc. hereby grants to Licensee, referred to as “CUSTOMER”, and to any Included Affiliate a nonexclusive license to use the APPLICATIONS and the accompanying APPLICATION MATERIALS only as authorized in this License Agreement. The APPLICATIONS may be used by Licensee in a single on-premise server network or on Breckenridge Software Technologies, Inc.’s Web Services run utilizing the ©Microsoft Azure platform. Licensee will not assign, sublicense, transfer, pledge, lease, rent, or share its rights under this License Agreement under any circumstances. Licensee may not reverse assemble, reverse compile, reverse engineer, or otherwise translate the APPLICATIONS. Any such copies of the Application or the Application Media, Written Documentation, or Video Tutorials shall include Licensor’s copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Application or any portions thereof may be made by Licensee or any person under Licensee’s authority or control or by Included Affiliate or any person under Included Affiliate’s authority or control.
1.1 Payment is due upon submission of the order and,unless otherwise indicated on the Order Form, must bemade before products or services will be provided.
1.2 Customer shall be liable for payment of all taxes,however designated, levied or based on Customer’spurchase, license, possession or use of the equipment,services, software or on this Agreement, includingwithout limitation, state or local sales, use, value-addedand personal property tax, but excluding any tax on thenet income of Breckenridge Software Technologies, Inc. be completely laid out, agreed upon, and paid in full before any work begins. Breckenridge Software, Technologies, Inc. will work to the best of its ability to create the desired deliverable and cannot be held liable for constraints (internal or external) preventing the desired deliverable. Custom reports will be supported by Breckenridge Software, Technologies, Inc. for one year after delivery or until cessation or interruption of this Agreement if earlier. After one year, all changes will be handled as new requests. Breckenridge Software, Technologies, Inc. owns the rights to the deliverable, and can redistribute it at their discretion. Customers cannot redistribute the deliverable.
1.3 Software & Applications- Customer shall have seven (7) days from the date of purchase to return the software, for any reason, for a refund of the fees paid by Customer (if any) using the following procedure only: (a) Customer must send to Breckenridge Software, Technologies, Inc. via email, a request for a return of the software with the provided Customer Account ID number in the subject line of the email. The email must be sent to info@BreckenridgeSoftware.com and must be received within seven (7) days of the purchase date. (b) Customer must destroy and uninstall all versions of the software otherwise in the possession of Customer, and (c) an email request not received within the required seven (7) day period, or without an Account ID in the subject of the email is not eligible for a refund. All purchases of services provided by Breckenridge Software, Technologies, Inc are non-refundable after the service has been provided. These services include but are not limited to: on-site training, in-house training, remote training, web-services billings, and custom services of any type.
1.4 For on-site training provided by Breckenridge Software,Technologies, Inc. personnel, all normal and reasonabletravel expenses will be added-to the base cost ofthe on-site training. These expenses include airfare,lodging, and rental car expenses. Food and otherincidental travel expenses incurred by BreckenridgeSoftware, Technologies, Inc personnel are added-tothe training fees unless otherwise specified in theOrder Invoice Total. Should Customer elect to cancelor alter the travel arrangements for on-site trainingonce travel arrangements have been purchased byBreckenridge Software, Technologies, Inc, Customerwill pay Breckenridge Software, Technologies, Inc a$1000.00 cancellation fee plus reimbursement for allnon-refundable travel expenses. Should Customerelect to cancel or alter the scheduled date of the on-sitetraining prior to travel arrangements being purchased byBreckenridge Software, Technologies, Inc, Customer willpay Breckenridge Software, Technologies, Inc $500.00 tocover any costs associated with cancelling or altering thescheduled date of training.
1.5 For custom reports provided by BreckenridgeSoftware, Technologies, Inc personnel, all work must and medium sized businesses. Breckenridge Software,Technologies, Inc. will make commercially reasonableefforts to provide additional resources to customers inneed who are using the applications(s) consistent withthis Agreement, including moving customers to updatedapplications & features supporting up-to-date technology.However, in order to ensure a consistent and qualityexperience for all customers, Breckenridge Software,Technologies, Inc. may place safeguards to protectagainst any customer using excessive resources and/or web-services resources until Breckenridge Software,Technologies, Inc. can evaluate said customer’s needs andadjust pricing/services, if necessary.
1.6 Customer agrees to pay for all services provided byBreckenridge Software, Technologies, Inc. to Customernot explicitly defined in the order form within 10 daysof invoicing. In the event Customer does not meetits obligations under this paragraph, BreckenridgeSoftware, Technologies, Inc. at its sole discretion maychoose to apply part or all of future payments fromCustomer to past due amounts, including paymentsintended by Customer to pay for Licensing or Webservices. Also, Breckenridge Software, Technologies,Inc. at its sole discretion and without notice may placeCustomer on a prepaid basis, with future services to beperformed only after receipt of payments. Late paymentis subject to interest at the lower of 1.5% per month orthe maximum permitted by law from the date due untilpaid in full. Customer agrees to reimburse BreckenridgeSoftware Technologies, Inc. for any costs or expensesincurred in connection with collecting payment fromCustomer, including reasonable attorneys’ fees.
2.1 - Breckenridge Software, Technologies, Inc. will performits services in a workman-like manner. BreckenridgeSoftware, Technologies, Inc. does not guarantee anyspecific service result or time for performance, unlessspecified otherwise in the Order Form.
3.1 Breckenridge Software, Technologies, Inc. web-hostingservices are intended to meet the typical needs of small WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONSREGARDING THE USE, OR THE RESULTS OF THE USE, OFTHE SOFTWARE OR WRITTEN MATERIALS IN TERMS OFCORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS,OR OTHERWISE. NO ORAL OR WRITTEN INFORMATIONOR ADVICE GIVEN BY BRECKENRIDGE SOFTWARETECNOLOGIES, INC. SHALL CREATE ANY WARRANTY ORIN ANY WAY EXPAND THE LIMITED WARRANTY PROVIDEDUNDER THIS SECTION 4.1.
4.2 IN NO EVENT WILL BRECKENRIDGE SOFTWARETECHNOLOGIES, INC, ITS OFFICERS, ADVISERS,CONTRACTORS, MEMBERS, AGENTS, EMPLOYEES,REPRESENTATIVES, AND OWNERS BE LIABLE FORANY LOST PROFITS, LOST SAVINGS, LOST REVENUES,EXPENSES AND/OR COSTS (INCLUDING REASONABLEATTORNEY FEES), LOSS OF USE OR DOWNTIME,BUSINESS INTERRUPTION, INABILITIES TO REFERENCEDATA, INABILITIES TO GENERATE DOCUMENTS,OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL ORCONSEQUENTIAL DAMAGES WHETHER BASED ONCONTRACT, TORT (INCLUDING NEGLIGENCE), STRICTLIABILITY OR ANY OTHER THEORY OR FORM OF ACTION,EVEN IF BRECKENRIDGE SOFTWARE TECHNOLOGIES,INC. HAS BEEN ADVISED OF THE POSSIBILITY THEREOF,ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT. Breckenridge Software, Technologies, Inc.and Customer agree that the limitations specified aboveand otherwise in this agreement will survive and applyeven if any limited remedy provided in this agreement isfound to have failed of its essential purpose.
4.3 BRECKENRIDGE SOFTWARE TECHNOLOGIES, INC,ITS OFFICERS, ADVISERS, CONTRACTORS, MEMBERS,AGENTS, EMPLOYEES, REPRESENTATIVES, AND OWNERSshall not be liable for any loss, penalty, damages or beheld for breach or failure to perform any aspect of thisAgreement when the failure to perform is due in wholeor in part to causes outside of Breckenridge SoftwareTechnologies, Inc.’s reasonable control, including,but not limited to, acts of nature, acts or omissionsof Customer, judicial action, acts of civil or militaryauthority, war, terrorist activity, sabotage, civil unrest,shortages of energy, raw materials, labor, or equipment,delays in transportation, or acts of God. and supersedes all prior and contemporaneous oral orwritten representations or communications betweenthe parties. This Agreement may not be modified oramended, nor any provision waived, except in writingexecuted by the appropriate designated officers or otherauthorized representative of the parties hereto. Anyvariation in the terms and conditions contained in thisagreement (including, but not limited to, the inclusion ofCustomer’s own terms and conditions in any purchaseorder or other document issued by Customer in responseto and/or referencing this Agreement) shall not bedeemed to be a part of this Agreement and shall notbe binding upon Breckenridge Software, Technologies,Inc. unless set forth in writing and executed by theappropriate designated officer of Breckenridge Software,Technologies, Inc. Subject to the limitations expressedherein, this Agreement will be binding upon and inure tothe benefit of the parties hereto, their successors, legalrepresentatives, and assigns. This Agreement may beassigned by Breckenridge Software, Technologies, Inc.without restriction.
4.4 BRECKENRIDGE SOFTWARE TECHNOLOGIES, INC,ITS OFFICERS, ADVISERS, CONTRACTORS, MEMBERS,AGENTS, EMPLOYEES, REPRESENTATIVES, AND OWNERSentire liability and Customer’s exclusive remedy fordamages from any cause whatsoever, and regardlessof the form of action, whether liability in contract or intort, arising under or related to this agreement, shall notexceed 25% of the amounts paid by Customer specifiedin the Order Form during the licensing period includingthe date Customer makes a claim.
4.5 All products and services provided to Customers by third party providers will be supported by the third party provider of said products and/or services unless otherwise specifically agreed to in writing by an authorized representative of Breckenridge Software, Technologies, Inc.. Breckenridge Software, Technologies, Inc. is not responsible for the quality and/or speed of support, or lack thereof, provided by third parties. Breckenridge Software, Technologies, Inc. will assist with troubleshooting if specifically requested by Customer, during which, all scheduled support rates will apply. Breckenridge Software, Technologies, Inc. reserves the right to cease conducting business with any third-party provider of products and/or services at any time without notice of any kind.
4.6 Entering information into Breckenridge Software, Technologies, Inc. applications in any way not authorized in writing by Breckenridge Software, Technologies, Inc. will void Customers contract and result in a breach of the License Agreement. This includes direct connection to back-end data without an explicit source-code or enterprise license agreements in place.
5.1 Clerical errors or omissions on the Order Form are subject to correction by Breckenridge Software, Technologies, Inc. For all other purposes of this agreement, purchase date controls the return period for all Customers.
5.2 This Agreement, including the Order Form, these generalterms and conditions, constitutes the entire agreementbetween the parties relating to the subject matter hereof, OR RELATED TO THIS AGREEMENT SHALL BE BROUGHTIN A STATE OR FEDERAL COURT OF COMPETENTJURISDICTION LOCATED IN THE COUNTY OF NEWCASTLE, STATE OF DELAWARE AND BOTH PARTIESHEREBY CONSENT TO THE JURISDICTION AND VENUE OFSUCH COURTS FOR THAT PURPOSE
5.3 This Agreement may be executed in two counterparts,each of which shall be deemed an original and both ofwhich shall constitute one and the same instrument.A facsimile or other reproduction of this Agreementmay be executed by one or more parties hereto, andan executed copy of this Agreement may be deliveredby one or more parties hereto by facsimile or similarelectronic transmission device pursuant to which thesignature of or on behalf of such party can be seen, andsuch execution and delivery shall be considered valid,binding and effective for all purposes.
5.4 If a part of this Agreement is held unenforceable orinvalid or prohibited under law, it shall be struck fromthis Agreement and shall not affect the -enforceability ofthe other parts of this Agreement.
5.5 This Agreement shall be construed as entered into andfully performed within the State of Delaware and shallbe enforced in accordance with the laws of the State ofDelaware which are applicable to the construction andenforcement of contracts between parties in Delaware.ANY ACTION OR PROCEEDING BROUGHT BY EITHERPARTY HERETO AGAINST THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE BROUGHTIN A STATE OR FEDERAL COURT OF COMPETENTJURISDICTION LOCATED IN THE COUNTY OF NEWCASTLE, STATE OF DELAWARE AND BOTH PARTIESHEREBY CONSENT TO THE JURISDICTION AND VENUE OFSUCH COURTS FOR THAT PURPOSE.
5.6 In the event either party commences a legal proceedingin accordance with the provisions included in paragraph5.5 to enforce this Agreement, the prevailing party insuch action shall have the right to recover reasonableattorneys’ fees and costs from the other party, to befixed by the court in the same action. In the eventCustomer or any representative of Customer brings anyaction or proceeding against Breckenridge Software,Technologies, Inc. in any jurisdiction other than thosepermitted within paragraph 5.5, then Customer agreesto pay all legal, travel, and related costs and fees for bothparties, and Customer agrees to indemnify, protect, andhold harmless Breckenridge Software, Technologies,Inc. from any and all judgements, awards, mandates, orsimilar from such action.
5.7 Breckenridge Software, Technologies, Inc. reserves theright to suspend the web services and/or Application login permissions for any user found to be accessing and/orusing these resources in other than an authorized manner.Customer`s designated system administrator shall benotified by email at least 24 hours (to include at least onebusiness day) in advance of such suspensions. Directlyaccessing Application tables (including via linked tablesor ODBC connections) without authorization and closingMS-Access prior to logging out of an open Application areexamples of behavior subject to suspension.
