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END USER LICENSE AGREEMENT

Updated March 3, 2021

YOU, THE END USER,  SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT.  BY CLICKING THE ACCEPTANCE BUTTON, USING THE SOFTWARE PROGRAM, YOU  ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS END USER LICENSE AGREEMENT AND ARE CONFIRMING COMPLIANCE WITH THE PROFESSIONAL LICENSING REQUIREMENTS SET FORTH HEREIN.  IF YOU AS THE END USER DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE BUTTON BELOW THAT INDICATES YOU DO NOT ACCEPT THE TERMS HEREIN AND DO ACCESS OR USE THE SOFTWARE PROGRAM, HEREINAFTER DEFINED.

This End User License Agreement (“Agreement”) sets forth the terms and conditions of your use of the accompanying software program (the “Program”). For the purposes of this  Agreement, “you”  or “your” means the  party receiving the license  (“End User”), and “Licensor” means Love My Systems, Inc. and its subsidiaries and Affiliates.

1. Definitions

 

  1.1 "Affiliate" shall mean as to a party, any other Entity that directly or indirectly controls or is controlled by that party.  The term “Control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) as applied to any Entity means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Entity, whether through the ownership of voting securities or other ownership interest.  For the purposes of this definition, “Entity” means any individual, partnership, corporation, limited liability company, unincorporated organization or association, any trust, or any other business entity.

 

  1.1 “Confidential Information” shall have the meaning set forth in Section 11.

 

  1.2 "Documentation" shall mean the standard documentation provided or made available to End User for the Program.

 

  1.3 "End User" shall mean the entity, identified in the online subscription enrollment page for the Program.

 

  1.4 “License Fees” shall mean the fees for the Subscription License.

 

  1.5 “License Term” shall mean the term of the license granted for the Program, which is selected by the End User upon its initial subscription enrollment or as subsequently modified by the End User.

 

  1.6 “Program”  or “Software Program” shall mean the Software that is specifically licensed to End User, and any and all Documentation and ancillary materials, if any, relating to or describing the Software. 

 

  1.7 “Required Technology” shall mean the hardware, software, and other equipment and technology required for proper use and operation of the Program, as set forth on the online subscription enrollment page and which may be found at: https://www.lovemysystems.com

 

   1.8 "Software" shall mean CRM computer programs and applications, including all Updates, Upgrades, bug fixes, patches, and derivatives thereof, in whatever form or format, provided by Licensor under this Agreement.

 

    1.9 “Subscription License” shall mean the license for the Program granted to End User, as selected by the End User on the online subscription enrollment page.

 

    1.10 “Support Services” shall mean the support services as set forth on the online subscription enrollment page and which may be found at:  https://www.lovemysystems.com

 

    1.11 "Support" shall mean a compendium of fixes  for the Software that Licensor may release to the end users  of the Software from time to time.

 

     1.12 "Upgrades" shall mean a new release or version of the Software that Licensor may make available to the End User.

2. License

 

   2.1 Grant of Rights.  Subject to the provisions of this Agreement, as well as the payment of all applicable license fees, Licensor grants to End User a nonexclusive, nontransferable, non assignable, revocable license to access and use the Program, as provided by Licensor, for End User's internal use and solely for the number of users as set forth in the online subscription enrollment page, or as otherwise set forth on Licensor’s website.

 

   2.2 Program Related Materials.  All ancillary materials, if any, are furnished to End User only under a nonexclusive, nontransferable, non assignable, revocable license solely for End User’s own internal use and such may not be distributed or transferred to any third party for any reason.

 

   2.3 No Licenses. Except as expressly provided in Sections 2.1 and 2.2, no licenses under any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights, express or implied, are granted by Licensor to End User under this Agreement.  Accordingly, End User is prohibited from making any modifications to, or enhancements, improvements, or derivative works of the Program, including without limitation any Software incorporated therein.

 

  2.4 Reverse Engineering.  End User shall not and shall not permit End User’s Affiliates or any third party to translate, reverse engineer, decompile, recompile, update, or modify all or any part or component of the Program, including without limitation the Software therein, or to merge the Software into any other software.

 

   2.5 Ownership of Materials.  All aspects of the  Program  that are provided to End User pursuant to this Agreement are licensed and not sold to End User, and End User receives no title to or ownership of any copy or of any component of the Program.  All patents, copyrights, trademarks, Documentation, trade secrets, and other proprietary rights in or related to the Program, including without limitation all Software therein, are and will remain the exclusive property of Licensor or its owner, as applicable, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the Program is used or licensed, and all use by End User of any Licensor intellectual property shall inure to the sole benefit of Licensor.  End User receives no rights to the Program other than those specifically granted in Section 2 hereunder.  Without limiting the generality of the foregoing, End User shall not: (i) copy (unless authorized in writing by Licensor), modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the Program; (ii) use the Program, or any components thereof, for outsourcing, service bureau or time-sharing purposes or in any other way allow third parties to exploit any component of the Program or to make a competing product with Licensor; or (iii) take any action that jeopardizes Licensor’s proprietary rights in the Program.  End User will obtain, at Licensor’s request, the execution of any instrument that may be appropriate to assign these rights to Licensor or perfect these rights in Licensor's name.

 

    2.6 Security. End User will comply with all Licensor instructions with respect to security devices and procedures and any policies required by Licensor with respect to the Program.

 

3. Training

 

Training services provided by Licensor for the Program, if any,  shall be set forth on the online subscription enrollment page and may be found at:   https://www.lovemysystems.com/live-demo

4. Support Services

   4.1 Support Services.  End User may opt to purchase Support Services for the Program for a monthly fee, as noted on the online subscription enrollment page or as may be described at: https://www.lovemysystems.com/ContactUs .   Support Services are supplemental services and are not included in the License Fee for the Program.

 

   4.2 Updates and Upgrades. From time to time, Licensor will provide Updates and Upgrades for the Software.

 

    4.3Intellectual Property Rights.  Title to all error fixes, Updates and Upgrades shall remain solely and exclusively with Licensor, all of which End User acknowledges are incorporated into and included as a part of the Software.

5. Fees and Payments

 

   5.1 Subscription Fees.  All License Fees for the Program may be found on Licensor’s website and also on the online subscription enrollment page.  License Fees and fees for Support Services are subject to change without advanced notice.  Fees for each License Term shall be paid upon enrollment. 

 

   5.2  End User shall pay the License Fees monthly or annually, as selected by End User during the online subscription enrollment.  License Fees and fees for support services are nonrefundable.  

 

 

6. Term And Termination

 

    6.1 Term of Agreement.  The term of this Agreement shall be the License Term selected by End User in the online subscription enrollment page.

   

    6.2  Termination due to Breach.  Licensor may immediately terminate this Agreement upon End User’s breach of any provision of this Agreement, including without limitation the failure of payment of License Fees or the failure of End User to have and maintain the requisite professional license(s).

   

    6.3 Effect of Termination.  Upon termination of this Agreement, regardless of the reason, End User shall immediately cease use of the Program.  Licensor reserves the right to limit or terminate End User’s access to the Program remotely, without any further notice, upon termination of this Agreement, regardless of the reason.      

 

 

7. Limited Warranty

 

   Unless otherwise stated in a separate written agreement between End User and Licensor, Licensor warrants to End User that the Software will perform substantially in accordance with the corresponding Documentation for the shorter period of (a) the thirty (30) day period or (b) the License Term; provided that in either case, End User has used the Program with the Required Technology.  A non-substantial variation of performance from the Documentation does not establish a warranty right. 

 

 

8.  Warranty Disclaimer

 

  OTHER THAN THE EXPRESS LIMITED WARRANTY SPECIFIED IN SECTION 7, THE PROGRAM IS PROVIDED “AS IS,” AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSOR MAKES NO WARRANTY REGARDING AND SHALL NOT BE RESPONSIBLE FOR ANY DEFAULT IN THE PERFORMANCE OF THE PROGRAM OR THE SERVICES PROVIDED LICENSOR IF SUCH IS DUE A FAILURE OF THE INTERNET OR A FAILURE OR ERROR OF AN INTERNET SERVICES PROVIDER OR OTHER PROVIDER OF CONNECTIVITY, ANY OTHER THIRD PARTY EQUIPMENT OR SOFTWARE THROUGH WHICH INTERNET TRANSMISSION OCCUR, OR ANY TELECOMMUNICATIONS CARRIER.   TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. END USER ACKNOWLEDGES AND AGREES THAT LICENSOR CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT PROGRAM  MADE AVAILABLE  THROUGH THE INTERNET OR LICENSOR’S WEBSITE WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. END USER IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY END USER’S PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO LICENSOR’S WEBSITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT END USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO END USER’S USE OF THE PROGRAM OR ANY SERVICES OR ITEMS OBTAINED THROUGH  LICENSOR’S WEBSITE OR PORTAL. 

 

9.  Disclaimers: Limitations on Liability

 

  LICENSOR SHALL NOT BE LIABLE TO END USER OR END USER’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CUSTOMERS, REPRESENTATIVES, OR AGENTS FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR THE OPERATION OR USE OF THE PROGRAM AND SERVICES THAT MAY BE PROVIDED BY LICENSOR, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST THE END USER BY ANY THIRD PERSON.   THE LIABILITIES LIMITED BY THIS SECTION 9 APPLY TO (A) LIABILITY FOR NEGLIGENCE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) DAMAGES (REGARDLESS OF THEIR NATURE) FOR ANY DELAY OR FAILURE BY LICENSOR TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE BEYOND LICENSOR'S REASONABLE CONTROL.  END USER MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CERTAIN LAWS. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 9, LICENSOR’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.  NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LICENSOR’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT,  WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE, SHALL NOT EXCEED THE FEES PAYABLE TO LICENSOR BY END USER UNDER THIS AGREEMENT FOR THE SHORTER OF (i) THE LICENSE TERM, OR (II) THE TWELVE MONTHS IMMEDIATELY PROCEEDING THE EVENT GIVING RISE TO A LIABILITY CLAIM. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OF THIS AGREEMENT BY LICENSOR.

 

10.  Indemnity

 

  End User shall indemnify, defend and hold Licensor, its Affiliates, officers, directors, representatives, and agents harmless from and against any and all claims, liabilities, damages and expenses, including reasonable attorneys’ fees, arising from any third-party claim related End User’s  use of the Program other than as authorized herein by Licensor, including without limitation (i) End User’s revisions to the Program made without Licensor’s written consent; (ii) End User’s failure to incorporate Upgrades or Updates that would have avoided third-party claims that the Program as provided to End User infringe U.S. patents, U.S. copyrights, or U.S. trademark rights; (iii) End User’s use of the Software in combination with hardware or software  that is not identified as Required Technology or that is specifically forbidden by the Documentation or this Agreement.

 

11.  Confidential Information

 

  “Confidential Information” means any material, data, or information in whatever form or media of a party to this Agreement that is provided or disclosed to the other, except for any information that is:  (i) publicly available or later becomes available other than through a breach of this Agreement; (ii) known to the Receiving Party, hereinafter defined, or its employees, agents, or representatives prior to such disclosure or is independently developed by the Receiving Party or its employees, agents, or representatives subsequent to such disclosure; or (iii) subsequently lawfully obtained by the Receiving Party or its employees, agents, or representatives from a third party without obligations of confidentiality.  Confidential Information shall include but not be limited to the following categories of information whether disclosed orally or not marked as confidential:  written materials, network configurations, network architecture, operational information, certain Program content, and other matters relating to the operation of the parties’ businesses.  The party that has received Confidential Information (the “Receiving Party”) shall exercise the same degree of care and protection with respect to the Confidential Information of the party that has disclosed Confidential Information to the Receiving Party (the “Disclosing Party”) that it exercises with respect to its own Confidential Information and shall not directly or indirectly disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of the Disclosing Party.  To the extent that End User receives any Confidential Information from Licensor, End User may only use Licensor’s Confidential Information solely for its internal business purposes as authorized herein and shall not provide it to any other third party or use any of Licensor’s Confidential Information to develop any computer program, whether for its own internal use or for use with any Affiliate or third party.

 

 

12.  Miscellaneous

 

 

  1. Independent Contractors.  Licensor and End User are independent contractors and will so represent themselves in all regards.  Neither party is the agent of the other nor may either bind the other in any way.

  2. No Waiver.  No waiver of breach or failure to exercise any option, right, or privilege under the terms of this Agreement shall be construed to be a waiver of the same or any other option, right, or privilege on any other occasion.

  3. Assignment and Successors.  End User may not assign or transfer its interests, rights, or obligations under this Agreement by written agreement, merger, consolidation, operation of law, or otherwise, without the prior written consent of Licensor.  Any attempt by End User to assign this Agreement shall be null and void and without effect.  Except to the extent forbidden in the previous sentence, this Agreement will be binding upon and inure to the benefit of the respective successors and permitted assigns of the parties.

  4. Choice of Law and Jurisdiction.  The validity, construction, interpretation, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to such State’s principles of conflicts of law.  The parties consent to venue and exclusive personal jurisdiction of the federal and state courts of Harris County, Texas.

  5. End User acknowledges that the Software and all related technical information, documents, and materials are subject to export controls under the U.S. Export Administration Regulation (“EAR”).  End User shall (i) comply with all legal requirements established under the EAR, (ii) cooperate fully with Licensor in any official or unofficial audit or inspection that relates to these controls, and (iii) not export, re-export, divert, transfer, or disclose, directly or indirectly, any Software or related technical information, document, or material or direct products thereof to any country so restricted by the EAR. 

  6. .  In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 

  7. Entire Agreement. This Agreement, the online subscription enrollment pages for the Program, and the links referenced in this Agreement constitute the entire agreement between End User and Licensor with respect to the subject matter contained herein.  All prior agreements, representations, warranties, statements, negotiations, understandings, and undertakings are superseded hereby. 

  8. Surviving Provisions.  The following provisions will survive termination of this Agreement: (i) any obligation of End User to pay for services rendered before termination; (ii) Sections 1, 2.4, 2.5, 4.3, 8, 9, 10, 11, 12.4, 12.5,12.6, 12.7, and 12.8 of this Agreement; and (iii) any other provision of this Agreement that must survive termination to fulfill its essential purpose.

CLICK ON THE “I AGREE” BUTTON IF YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY AGREEING TO THESE TERMS, YOU ALSO CERTIFY THAT YOU ARE DULY LICENSED IN END USER’S STATE TO PERFORM REAL ESTATE SERVICES AND INSURANCE SERVICES. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT OR IF YOU DO NOT HOLD THE REQUISITE LICENSES IN REAL ESTATE SERVICES AND INSURANCES, CLICK THE “I DISAGREE” BUTTON, AND YOU SHALL NOT RECEIVE A LICENSE TO THE PROGRAM.