RightClick Log In

ACCEPTANCE OF TERMS: By clicking I AGREE you consent to be bound by the terms of this Agreement. If you do not accept the terms of this agreement, click I DISAGREE.

1. LICENSE AGREEMENT: This Agreement is a binding contract between Centrifugal Force, Inc. d/b/a Wise Choice Software (CFI) and you, the software user (LICENSEE).

	a. For purposes of this Agreement, "LICENSEE" means the person, company or other entity to whom the software has been provided. "LICENSEE" includes persons, companies or entities reviewing the SOFTWARE, as defined in paragraph 1(b), for possible use or license or who have purchased a SUBSCRIPTION, as defined in paragraph 2.  In consideration for having been provided access and use of the SOFTWARE for review and evaluation or purchase, and by clicking the I AGREE button, LICENSEES either purchasing a subscription or reviewing the SOFTWARE agree to be bound by the terms of this Agreement.  All other rights not expressly granted in this Agreement are expressly reserved by CFI.

	b. For purposes of this Agreement, "SOFTWARE" means all software produced or provided by CFI to LICENSEE, regardless of the medium of use, including but not limited to: (A) all of the contents of the files, disk(s), CD-ROM(s) or any other media with which the SOFTWARE is provided, including but not limited to: (i) CFI or third party computer information or software; (ii) digital images, stock photographs, clip art, sounds or other artistic works; (iii) related explanatory written materials or files; (iv) fonts; (v) source code files and web page files included with and created by the SOFTWARE; (vi) executable program files and library files that run on a local computer, server computer website hosting server and in a web browser; (vii) downloaded files and content from CFI's website and  files and content downloaded by the SOFTWARE during its operation; and (B) all upgrades, modified versions, updates, customizations and additions to the SOFTWARE.  

	c. The SOFTWARE is provided AS IS. LICENSEE has been provided the opportunity to examine, use, test and determine the usability of the SOFTWARE in LICENSEE'S organization and on LICENSEE'S own computer equipment and network prior to paying for a SUBSCRIPTION, as defined in paragraph 2. LICENSEE has come to its own conclusion regarding the usability and suitability of the SOFTWARE and by paying for the SUBSCRIPTION hereby confirms that the SOFTWARE is suitable for LICENSEE's purposes.


2. The license to use the SOFTWARE granted through this agreement is for a limited term of one (1) calendar month, the "SUBSCRIPTION." The SUBSCRIPTION expires at the end of the calendar month in which it is entered, unless the SUBSCIPTION is extended as provided herein, or expressly modified on CFI's invoice to LICENSEE. In consideration for LICENSEE's payment of a subscription fee, CFI grants LICENSEE a non-exclusive, non-transferable license or right to use the SOFTWARE, subject to the terms of this Agreement. If the month is less than a full calendar month, the subscription fee is not reduced or prorated.

	a. The SUBSCRIPTION shall automatically renew each calendar month upon LICENSEE's payment of the SUBSCRIPTION fee.  Provided LICENSEE's payment information is kept current with CFI, the SUBSCRIPTION shall continue to renew automatically. LICENSEE may pay in advance for two or more months and the SUBSCRIPTION will endure for the term of that payment.

	b. LICENSEE understands and acknowledges that the SUBSCRIPTION, along with any serial number, login credential, access code and password, is personal to LICENSEE and may not be transferred, sold, assigned or conveyed to any other party without CFI's express written consent.  No copy of the SOFTWARE may be kept for back-up or archival purposes.


3. LICENSEE agrees to and understands that upon expiration or termination of the SUBSCRIPTION, this license shall terminate and all SOFTWARE under this SUBSCRIPTION will expire, without advance warning or any other notice. Upon expiration or termination, LICENSEE will no longer be able to use, run, work with, operate, print from, obtain data from (export), input information into or obtain access to the SOFTWARE. 
	
	a. CFI will provide technical support, via telephone, in the use and operation of the SOFTWARE to LICENSEE without other charge, provided SUBSCRIPTION has not been terminated and has not expired.  

	b. On site (at LICENSEE's location) technical support, training, assistance, help, problem solving, troubleshooting, resolutions to problems, installation, SOFTWARE customizations and all other types of service are provided: (i) as outlined in this Agreement; or (ii) on a pay per incident basis in accordance with CFI's practices and at the rates in effect at the time the service is provided. All services are timed in fifteen (15) minute increments and rounded up.  Pricing and fees are subject to change without advance notice.

	c. All costs related to hardware (equipment), network connections, network software, Internet connections, cables and wiring, operating system software and all costs related to installation, troubleshooting, maintenance and training on any equipment and software required to use or ancillary to SOFTWARE are the exclusive responsibility of the LICENSEE.


4. LICENSEE agrees to pay for the SUBSCRIPTION of the SOFTWARE, and any other charges for products and services, which it may request from CFI, by valid credit or debit card that LICENSEE will provide to CFI.

	a. LICENSEE authorizes CFI to retain credit or debit card information for the purposes of the SUBSCRIPTION and to charge the credit or debit card for all fees under this Agreement as well as for any products or services which LICENSEE may order under any other agreement or otherwise.

		i. If for any reason, CFI does not receive payment of charges made to the credit or debit card, or if it provides products or services without charging the credit or debit card, LICENSEE will pay the same in full upon demand and, in no event, more than ten (10) calendar days after the rendition of an invoice for the same. Invoices will bear interest from the date of the invoice at the rate of eighteen percent (18%) per year, or at the highest legal rate permissible by law if it is lower than eighteen percent (18%).  All invoices are due upon receipt. 

		ii. Amounts paid pursuant to this Agreement will be applied to reduce the balance due under any invoice for goods or services provided or contracted to be provided by CFI, or any other division of CFI.

		iii. All costs of collection, including collection agency and attorneys' fees and other litigation costs will be paid or reimbursed by LICENSEE. CFI reserves the right to suspend providing any goods or services including SUBSCRIPTION pursuant to this Agreement and any other agreement between CFI and LICENSEE until all amounts due to CFI have been paid in full.

	b. CFI reserves the right to suspend or terminate, at CFI's sole discretion, the SUBSCRIPTION, SOFTWARE technical support, customizations or updates, LICENSEE's access to and use of the SOFTWARE, and any other service or product provided by CFI under this Agreement until all amounts due to CFI have been paid.


5. CFI in its sole discretion may change or discontinue any or all aspects of the SUBSCRIPTION, including the appearance, performance and functionality of the SOFTWARE, access to technical support and any other products or services ancillary to the SOFTWARE. CFI may modify the terms of SUBSCRIPTION, change its fees and change its billing methods at any time and without advance notice. If LICENSEE is dissatisfied with any change, its sole remedy is to terminate the SUBSCRIPTION, otherwise LICENSEE will be bound by the revised terms.


6. Either LICENSEE or CFI may terminate the SUBSCRIPTION at any time. LICENSEE can terminate the SUBSCRIPTION by sending an email, fax, or letter to CFI. Cancellation will take effect within 72 hours of receipt of request. LICENSEE understands and accepts and agrees that upon termination, the SOFTWARE will expire and cease to function and LICENSEE will no longer be able to use, run, work with, operate, print from, obtain data from (export), input information into or obtain access to, in any way, the SOFTWARE. Cancellation of the SUBSCRIPTION is LICENSEE's sole and exclusive remedy with respect to any dispute with CFI. This includes, but is not limited to, any dispute related to, or arising out of: (a) any provision of this Agreement or CFI's enforcement or application of this Agreement; (b) any policy or practice of CFI, or CFI's enforcement or application of its policies; (c) LICENSEE's ability to access and/or use SOFTWARE; or (d) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods.  LICENSEE hereby waives any and all claims, causes of action, set-offs, rights, issues, disputes and actions except to the extent of the sole remedy specified in this paragraph.


7. This Agreement licenses only the use of the SOFTWARE. 
		
	a. LICENSEE acknowledges that the foregoing license extends only to LICENSEE's use of the features and functionality of the SOFTWARE and LICENSEE agrees not to reconfigure, alter, change or modify any part of the SOFTWARE in order to enable other features or functionality. 
	
	b. The SOFTWARE is the intellectual property of CFI; LICENSEE agrees that the SOFTWARE's structure, organization and source code are valuable trade secrets and confidential information of CFI. LICENSEE shall not: (i) reverse engineer, de-compile, or disassemble the SOFTWARE, or allow others to do so, or give or permit others access to SOFTWARE to do so; (ii) tamper with, change or disable the SOFTWARE encryption and/or the SUBSCRIPTION algorithms; (iii) modify, change or adapt the SOFTWARE for any purpose(s) not expressly approved by CFI, or allow others to do so, or give others access to the SOFTWARE to do so; (iv) create derivative works based upon the SOFTWARE in whole or in part, or allow others to do so, or give others access to the SOFTWARE to do so; (v) reproduce or distribute copies of the SOFTWARE, serial numbers, login credentials, access codes or passwords, or allow others to do so, or give others access to the SOFTWARE to do so; (vi) remove or change any proprietary or copyright notices or labels on the SOFTWARE, or allow others to do so, or give others access to SOFTWARE to do so; or (vii) assign, resell, lease, rent, transfer, convey, license, sublicense, or otherwise transfer rights to the SOFTWARE, in whole or in part, to any affiliate, division or subsidiary of LICENSEE or to any other third party.   

	c. Any use in violation of this Agreement shall result in immediate termination of LICENSEE's license to the SOFTWARE, by operation of law and without notice from CFI, and shall entitle CFI to collect any damages, including but not limited to the source code licensing fee defined in paragraph 13. LICENSEE acknowledges and agrees that any breach of this license shall cause CFI immediate and irreparable harm and shall entitle CFI to injunctive relief including, but not limited to, a preliminary injunction without the requirement for posting an undertaking, as well as entitle CFI to other applicable remedies at law or in equity against LICENSEE, including recovery of costs and attorneys' fees.

	d. CFI reserves the right to modify, improve or correct the SOFTWARE or to substitute new or additional SOFTWARE and/or discontinue the sale or support of the SOFTWARE licensed by this Agreement. LICENSEE is not entitled to receive any such modified, improved, corrected, new or additional SOFTWARE, except as the same may be explicitly provided in this Agreement or as may be agreed in a separate written agreement.


8. All SOFTWARE, including design, architecture, structure, appearance, "look and feel," reports, forms, windows, displays, source codes and object codes, is owned by CFI, including all copyrights and trademarks. Any SOFTWARE licensed under this Agreement, including all SOFTWARE components and all functions, are and remain the copyrighted intellectual property of CFI, portions copyrighted by Telerik. Wise Choice Software and RightClick are registered trademarks of CFI. The SOFTWARE is protected by copyright law and international treaties. Unauthorized reproduction or distribution of the SOFTWARE or any portion of it will result in severe civil and criminal penalties. LICENSEE acknowledges that the SOFTWARE is subject to U.S. export jurisdiction. LICENSEE agrees to comply with all applicable international and national laws that apply, including the U.S. Export Administration Regulations, as well as end-user, end use and destination restrictions issued by the U.S. and other governments.


9. LICENSEE represents, warrants and covenants: (a) LICENSEE is a business familiar with the use, purpose and functionality of the SOFTWARE; (b) LICENSEE will use the SOFTWARE for its business purposes only and will not use the SOFTWARE for any personal or unrelated purpose; (c) LICENSEE is not a "consumer" of any product or service licensed or provided by CFI as that term is used or understood in connection with any federal or state law for the protection of consumers, and agrees that the SOFTWARE is to be used exclusively for business and commercial purposes and, as such, LICENSEE is a commercial user; (d) hardware (equipment), network and Internet connections, network software, cable and wiring, operating system software, network security and data security are the exclusive responsibility of the LICENSEE.


10. CFI has made no representations, warranties or promises and LICENSEE accepts the SOFTWARE AS IS, except to extent of the limited warranty defined in paragraph 12.


11. No refunds (partial, prorated or otherwise) will be provided, regardless of reason, on any and all SOFTWARE, source code, services and SUBSCRIPTION fees. SUBSCRIPTION fees paid in advance for one or more or months will not be refunded if LICENSEE elects to terminate the SUBSCRITPION early or if this Agreement is terminated as provided herein.


12. LIMITED WARRANTY: CFI warrants that the SOFTWARE will perform substantially in accordance with the version that LICENSEE examined and tested prior to entering into the SUBSCRIPTION, for a period of thirty (30) days from the first start date of SUBSCRIPTION. CFI and its suppliers' entire liability and LICENSEE'S exclusive remedy, in the event of a claim under this warranty, is to terminate the SUBSCRIPTION and to stop using the SOFTWARE. This Limited Warranty is void if failure of the SOFTWARE has resulted from an accident, act of nature or God, tampering, disassembly, alteration, abuse, or misapplication, or use of any SOFTWARE file with a third-party software product. There is no warranty on SOFTWARE source code.


13. LICENSEE understands and agrees that LICENSEE obtains no rights whatsoever in and to the SOFTWARE other than the right to use or review the SOFTWARE as provided by this Agreement. 

	a. Any and all customizations of and to the SOFTWARE, including any and all windows, reports or forms used in conjunction with the SOFTWARE, shall be performed exclusively by CFI and/or CFI's agents upon request by LICENSEE and subject to a subsequent agreement or work order contract. All customizations to the SOFTWARE source code, windows, reports or forms are the intellectual property of CFI.  LICENSEE shall not use self-help, including but not limited to the assistance of third-parties, to correct, modify, customize, adapt, or change in any manner the SOFTWARE - including any windows, reports or forms used in conjunction with the SOFTWARE - and shall not access, view or copy the SOFTWARE source code in any manner and at any time except as provided in this Agreement in paragraphs 13(b) and 13(d).  

	b. LICENSEE may obtain the right to customize at will the SOFTWARE for LICENSEE's own use and without CFI's services by purchasing from CFI a separate source code license for seven hundred fifty thousand dollars (US $750,000.00). For purposes of this Agreement, the term "source code" includes the programming code, windows, reports, forms, database structures/organization and all other elements that make up the SOFTWARE.  The source code license provides LICENSEE with the right to customize, adapt or change the SOFTWARE for its own use in connection with LICENSEE's continued SUBSCRIPTION and not for any other purpose.

	c. LICENSEES who have elected to purchase the SUBSCRIPTION without the additional source code license agree not to extract, decompile, examine, interpret, view, download, copy or access the SOFTWARE source code, in whole or in part, or permit or allow others to do so or give others access to the SOFTWARE to do so. 

	d. Upon LICENSEE'S purchase of the source code license, LICENSEE and all its successors, officers, partners, directors, assigns, agents, representatives, employees, programmers, contractors, consultants, members and managing agents acknowledge and agree to the following terms:
		
		i. The SOFTWARE source code will remain the sole and exclusive property of CFI and, further, LICENSEE agrees: (1) to keep the source code strictly confidential and not to disclose, publish, share, reveal, disseminate, transfer, assign or sell, in whole or in part, the source code in any manner or to any third party; (2) LICENSEE will not inadvertently, unintentionally, accidently or intentionally give the source code to any third-party or give any third-party access to the source code or to any computer or server (or both if applicable) where the source code is located or stored, or otherwise allow third-party access to the source code, whether directly or indirectly and whether in whole or in part; 

		ii. LICENSEE shall protect the source code in the same manner, or better, in which it protects its valuable merchandise from theft including but not limited to locking the SOFTWARE source code, and all copies, in a safe or vault and using durable and competent computer and network protection systems such as firewalls and passwords to prevent access to source code; 

		iii. The source code is provided AS IS and LICENSEE shall not copy, adapt, or use the source code in any manner, whether in whole or in part, to create new or derivative software; LICENSEE - together with LICENSEE's successor, officers, partners, directors, agents, representatives, members, managing agents, assigns, employees, programmers, contractors, and consultants - shall not create or otherwise direct, manage, assist or participate in the development of software that replaces, supplants, or competes, directly or indirectly, with CFI's SOFTWARE or other CFI products, and shall not engage a third party to do so, during the term of the SUBSCRIPTION and for a period of one (1) year after the termination or expiration of the SUBSCRTIPTION. Nothing herein shall prohibit LICENSEE from purchasing a preexisting software program for LICENSEE's use or from transferring LICENSEE's data to such a preexisting software program; 

		iv. LICENSEE is not entitled to and will not receive any refund, partial or otherwise, for any payment to obtain the source code license; 

		v. If LICENSEE elects to terminate the SUBSCRIPTION or LICENSEE fails to make one or more SUBSCRIPTION payments, LICENSEE shall return all copies of the source code to CFI, certify deletion of all copies stored on LICENSEE's computers and storage devices or in the possession of any of LICENSEE's past or current officers, partners, directors, assigns, agents, representatives, employees, programmers, contractors, consultants, members or managing agents, and LICENSEE further agrees it will cease to use any portion or derivative of SOFTWARE and the source code and will not create or customize or engage a third-party to create a new or custom software program for LICENSEE's business or personal use for a period of one (1) year from the date thereof. Nothing herein will prohibit LICENSEE from purchasing a preexisting software program for LICNESEE's use or from transferring their data to preexisting software.

		vi. CFI will provide technical support, training and support for the SOFTWARE source code on a pay per incident basis in accordance with CFI's practices and at the rates in effect at the time the service is provided.

		vii. The LICENSEE shall notify CFI in writing of any person, company or entity receiving the SOFTWARE source code, in whole or in part, and shall obtain and provide to CFI a written acknowledgment, signed by such person receiving or holding the SOFTWARE source code, agreeing to the be bound by this Agreement.  LICENSEE assumes all liability, risks and responsibly for any dissemination, release or disclosure of the source code, in whole or in part, by such individual or entity as though it was made by LICENSEE directly.

	e. Any breach by LICENSEE of this Agreement by disseminating, disclosing or otherwise releasing the SOFTWARE source code, in whole or in part, regardless of the means, origin or method through which the source code was obtained, will result in irreparable harm to CFI. LICENSEE acknowledges and agrees that such a breach will be impossible to cure, reverse or undo and LICENSEE agrees that CFI shall be entitled to liquidated damages in the amount equivalent to the SOFTWARE source code license price, as indicated in paragraph 13(b), and for each and every subsequent instance of dissemination, disclosure or release, in whole or in part, and treble damages for any intentional breach.


14. EXCEPT FOR THE LIMINTED WARRANTY IN PARAGRAPH 12 AND APPLIABLE LAW, CFI AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, REPRESENTATIONS, PROMISES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, ON THE SOFTWARE, SOURCE CODE, MEDIA, DOCUMENTATION OR RELATED TECHNICAL SUPPORT INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, PERFORMANCE AND FITNESS FOR A PARTICULAR PURPOSE. CFI WILL NOT BE LIABLE FOR DIRECT OR CONSEQUENTIAL DAMAGES RESULTING FROM THE SOTWARE OR SOURCE CODE FAILING TO OPERATE ON LICENSEE'S SYSTEM OR NETWORK OR INTERNET CONNECTION, OR FROM ANY BUG, ERROR, OMISSION, DEFECT, DEFICIENCY OR NONCONFORMITY IN ANY SOFTWARE. AS A RESULT, THE SOFTWARE, SOURCE CODE AND DOCUMENTATION IS LICENSED "AS IS", AND THE LICENSEE ASSUMES THE ENTIRE RISK AS TO ITS QUALITY, OPERATION AND PERFORMANCE.  LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE, DEFECT OR ANY OTHER PROBLEM WITH THE SOFTWARE OR SOURCE CODE IS LIMITED TO AND SPECIFIED IN PARAGRAPH 6.


15. IN NO EVENT SHALL CFI OR ITS SUPPLIERS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONTINGENT, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND RESULTING FROM ANY DEFECT IN THE SOFTWARE, SOURCE CODE OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR SAVINGS, SUM OF PAID SUBCRIPTION FEES, DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF OR TO DATA, COMPUTER PROGRAMS, BUSINESS, DOWNTIME, GOODWILL, DAMAGE TO OR REPLACEMENT OF EQUIPMENT OR PROPERTY, OR ANY COSTS OF RECOVERING, REPROGRAMMING OR REPRODUCING ANY PROGRAM OR DATA USED IN CONJUNCTION WITH SOFTWARE, EVEN IF CFI, ITS SUPPLIERS OR ANYONE ELSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE AGREES THAT CFI'S AND ITS SUPPLIERS' LIABILITY ARISING OUT OF CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER CAUSE OF ACTION, SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR ONE (1) SUBSCRIPTION MONTH. ANY WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN BY CFI DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES WILL IN NO WAY INCREASE THE SCOPE OF THIS WARRANTY, NOR MAY LICENSEE RELY ON ANY SUCH WRITTEN OR ORAL COMMUNICATION.  LICENSEE SHALL BE SOLELY RESPONSIBLE FOR MAINTAINING THE SECURITY OF ITS OWN NETWORK, INTERNET CONNECTIONS, WIRING, CABLING AND COMPUTERS.  IN NO EVENT SHALL CFI OR ITS SUPPLIERS BE LIABLE IN ANY WAY FOR ANY NETWORK SECURITY BREACH OR DATA SECURITY BREACH OR THEFT OF DATA, BY THIRD PARTIES OR OTHERWISE, IN OR ON CFI'S OR LICENSEE'S NETWORK OR INTERNET CONNECTION, WIRING OR CABLING, EQUIPMENT, COMPUTERS, SERVERS, OPERATING SYSTEM, DATABASE, RECORDS OR DATA, OR FOR ANY BREACH OF THE INTERNET AS A MEDIUM USED BY LICENSEE TO VIEW AND TRANSMIT INFORMATION. LICENSEE ASSUMES ALL RISKS AND HAZZARDS FOR ALL DATA SAFETY AND SECURITY REGARDLESS OF ITS LOCATION AND WILL HOLD CFI HARMLESS AND CFI WILL NOT BE LIABLE FOR ANY DATA LOSS, DATA BREACH OR INTERNET SPEED OR CONNECTION ISSUE. IN NO EVENT SHALL CFI OR ITS SUPPLIERS BE LIABLE IN ANY WAY FOR ANY FAILURE OF THE INTERNET TO SECURELY TRANSFER LICENSEE'S DATA OR FOR THE SPEED AT WHICH LICENSEE'S DATA IS TRANSMITTED. 


16. This Agreement is governed by and shall be construed and enforced in accordance with the law of the State of New York applicable to contracts made and to be performed therein, without regard to choice of law provisions. LICENSEE AND CFI HEREBY AGREE AND CONSENT TO PERSONAL JURISDICTION OF AND EXCLUSIVE VENUE IN THE STATE AND FEDERAL COURTS OF NEW YORK COUNTY, NEW YORK, REGARDLESS OF THE ACTUAL PLACE OF BUSINESS OR RESIDENCE OF ANY PARTY. Any dispute between the parties, whether arising under this Agreement or otherwise, shall be resolved only in the federal or state courts of competent jurisdiction located in New York County, New York, and in no other forum. Process in any action brought in any such court may be served in any manner prescribed by law or order of the court or, in the alternative, by certified mail, return receipt requested, addressed to the party to be served at the address set forth on the face of this Agreement or at such other address specified in a notice mailed by certified mail and addressed to the party to be served at the address set forth on the face of this Agreement or at which the party is customarily addressed for services under this Agreement.


17. The facsimile or electronic copy of this signed agreement is binding and deemed an original document. The LICENSEE agrees to be bound by the terms of this Agreement to which LICENSEE consents with each and every use of the SOFTWARE by clicking I AGREE. This Agreement constitutes the entire agreements, understandings, negotiations, discussions, and expectations of the parties. LICENSEE's acceptance of this Agreement supersedes and replaces any and all prior agreements, memoranda, contracts, expectations, understandings, practices and customs that may have existed between the parties in the past. 


18. LICENSEE's obligations under paragraphs 7, 8, 9, 13, 15, 16, 19, 20, 21, 22, 23 and 24 of this Agreement shall survive any expiration or termination of the SUBSCRIPTION or of this Agreement. 


19. The products offered and services CFI would perform under this Agreement are limited only to those specifically set forth herein. This Agreement may not be terminated, modified, amended or altered without an agreement in writing signed by CFI, except that LICENSEE may terminate the SUBSCRIPTION by notifying CFI in writing or by failing to pay the SUBSCRIPTION fee. From time to time, CFI and LICENSEE may enter into additional agreements to perform additional services or for additional products and it is agreed by both parties that this Agreement shall remain in effect and not be voided, superseded or novated by any future agreements or contracts unless expressly agreed in writing and signed by the parties.


20. In any litigation arising from or relating to this Agreement, LICENSEE agrees to pay, on demand, all costs and expenses of CFI, including, without limitation, reasonable attorney's fees related to any suit, all expenses, including but not limited to discovery costs and expert witness fees and technology forensics fees, expert travel and accommodation fees, mediation or arbitration proceeding fees, out of court payment agreement, trial, appeal, bankruptcy proceedings or other proceeding, in such amount as may be determined reasonable by an arbitrator or court, as applicable.  In the event of any litigation, LICENSEE shall be solely responsible for the costs of deposing CFI's experts, if any, including but not limited to such experts' fee for the deposition(s), at the rates quoted to CFI by such experts, along with such experts' travel and accommodations expenses for attending such deposition(s) (Experts' Costs).  CFI shall provide LICENSEE with an estimate of Experts' Costs in advance of the deposition and LICENSEE shall pay such estimate in advance of any deposition.  LICENSEE shall pay CFI for any shortage between the estimate and the final figure for Experts' Costs, and shall be entitled to a refund from CFI of any excess between the estimate and the final figure for Experts' Costs.  Nothing herein shall limit CFI's choice and retention of experts of its choice.


21. For and in consideration of the SOFTWARE provided by CFI to LICENSEE, LICENSEE does hereby RELEASE AND DISCHARGE CFI and its successors, assigns, officers, managers, directors, shareholders, members, employees, agents, attorneys, representatives, parent corporations, subsidiaries, and affiliates (collectively referred to as "Affiliates"), jointly and severally from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any nature whatsoever, including, without limitation all claims, demands, and causes of action for loss of use, loss of data, loss of profits, and contribution and indemnity, whether arising at law or in equity (including without limitation, claims of fraud, duress, mistake, tortious interference, usury, violation of any state deceptive trade practices act), whether presently possessed or possessed in the future, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, for or because of or as a result of any act, omission, communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation of any statute or law, commission of any tort, or any other matter whatsoever or thing being done, omitted or suffered to be done by CFI or its Affiliates, INSOFAR AS THE SAME ARISES OUT OF OR RELATES TO THE SOFTWARE PROVIDED BY CFI TO LICENSEE. Excepted from the foregoing release is any limited warranty claim made by LICENSEE pursuant to the limited warranty given by CFI in paragraph 12.


22. LICENSEE shall indemnify, defend and hold CFI and its Affiliates harmless from and against any and all claims, demands, suits, losses, damages, assessments, fines, penalties, costs or other expenses (including reasonable attorneys' fees, expert fees and court costs) sought by third parties against CFI arising from or in any way related to LICENSEE's failure to comply with this Agreement or from LICENSEE's use of the SOFTWARE provided by CFI. Upon demand by CFI, LICENSEE shall diligently defend CFI against any of the foregoing all at LICENSEE's own cost and expense and by counsel to be approved by CFI in the exercise of its reasonable judgment. In the alternative, at any time CFI may elect to conduct its own defense through counsel selected by CFI at LICENSEE's cost and expense.


23. Upon expiration or termination of the SUBSCRIPTION, LICENSEE must uninstall and destroy all of the SOFTWARE in its possession and on its computers and servers and provide reasonable evidence thereof to CFI and follow all procedures specified in this Agreement regarding SOFTWARE source code. 


24. In the event any provision of this Agreement is deemed invalid and/or unenforceable as a matter of law, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement. Such invalid provision shall be deemed severed from the Agreement and shall not affect the validity and/or the enforceability of any other provision.
Serial #

Password