LobbyCentral On-Premise License Agreement updated 11/16/17
The following LobbyCentral On-Premise License Agreement was modified on 11/16/17.
This agreement replaces all prior versions of the software license agreement. Your continued use of the software binds you to the terms of this agreement.
LOBBYCENTRAL LICENSE AGREEMENT
This license agreement (“EULA”) is a binding legal agreement between you (“You”) and Fuhr Software, Inc. ("LICENSOR") for the materials accompanying this EULA, including the accompanying computer software, associated media, printed materials and any "online" or electronic documentation ("SOFTWARE"). By installing the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or attempt to use the Software.
This agreement is dated 11/16/2017 and replaces all prior versions of the software license agreement. Your continued use of the software binds you to the terms of this agreement.
A. “You” means you as an individual and any individual that uses the software.
B. “Software” means all modules, applications developed by the Licensor and made available to use for your exclusive use.
C. “Exclusive Use” means use by you and all individuals that are employed with your entity.
D. “Non-Perpetual License” means a license that has an expiration date and is not no longer valid for use beyond the expiration date.
E. “Perpetual License” means a license that does not have an expiration date and may be used by you for your exclusive use indefinitely.
F. “EULA” means this agreement between you and all individuals that use the software.
1. Grant of License
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. This EULA grants you the following rights:
A. You may purchase a perpetual license or a non-perpetual license subscription. A perpetual license does not expire and is for your exclusive use. A non-perpetual license is valid for a specified number of days that is set forth by the Licensor.
B. You may install, use, access, display and run only one copy of the Software, on a single network server, ("Server").
C. You may make a second copy for your exclusive use for testing purposes only.
D. A license for the Software may not be shared or used concurrently on different Servers.
E. Your license rights under this EULA are non-exclusive. All rights not expressly granted herein are reserved by Licensor.
F. You may not sell, transfer or convey the Software to any third party without Licensor's prior express written consent.
G. If you install the software without purchasing a license, you are subject to the evaluation terms set forth in the Grant of License for Evaluation.
2. Grant of License for Evaluation
A. An evaluation license is non-perpetual. You are granted the use an evaluation license for your exclusive use. The evaluation period begins on the date the software is installed and expires 30 consecutive days after the date the software is installed.
B. You may use the software for a period of no more than thirty (30) consecutive days from the date the software is installed, without payment for the sole purpose of evaluating and testing the software with other third-party systems.
C. You may receive limited technical support (“support services”) for the software. You may not contact Licensor for technical support by telephone, mail, or any other means of communications except for using the Licensor’s online support center at http://support.lobbycentral.com. Licensor is not obligated to provide support services to you or your third-party for any reason.
D. Licensor will not provide support services to you or third-party companies for the development of applications that use the software’s Application Programming Interface (“API”).
E. Use of the software including the API during the evaluation period is at your own risk.
F. Licensor reserves the right to terminate an evaluation license at any time and for any reason.
G. You may not use the software or the API beyond the expiration date of the evaluation period.
3. Price, Payment, and Due Date
A. To use the license beyond the Evaluation period set forth in the terms of Grant of License for Evaluation, you must purchase a license or a license subscription from the Licensor.
B. Payment for license, license subscription, or support services is due within 30 days from the date on the invoice that is sent to you by the Licensor.
C. Licensor reserves the right to refuse payment and cancel your license, license subscription, or support services for any reason.
D. Licensor may suspend support services for past-due payment on invoices sent to you by the Licensor.
E. Licensor will send invoices electronically by email to you 30 days before payment is due for products and services shown on the applicable invoice.
F. Licensor may charge a reinstatement fee for unpaid invoices.
4. Support Services
A. This EULA is a license of the Software only and Licensor does not assume any obligation to provide maintenance, patches or fixes to the Software. Licensor further disclaims any obligation to provide support or to prepare and distribute modifications, enhancements, updates and new releases of the Software.
B. You must purchase a Basic or Premium support service plan to receive software updates, patches, fixes, and technical support from the Licensor.
C. Basic support plan services allow you to contact the Licensor’s support service online using the Licensor’s support website at http://support.lobbycentral.com or by emailing email@example.com.
D. Premium support plan services grant you Basic support service and additionally the ability to contact Licensor’s support services by telephone during the posted support hours and days.
E. Unless otherwise noted, Basic and Premium support plans are valid for a period of 365 (365) days from the purchase date of the plan.
F. Support service plans automatically renew every 365 days until cancelled by you. You must contact the Licensor thirty (30) days before your current support service plan expires to cancel the renewal. To cancel, you must send an email to firstname.lastname@example.org including your company name, expiration date of your current plan, and your intent to cancel the subscription.
G. There are no pro-rated refunds for any unused portion of a support services plan that is cancelled after thirty (30) days of the purchase date of the support service plan.
5. Replacement, Modification and/or Upgrades
A. Licensor may, from time to time, and for a fee, replace, modify or upgrade the Software. When accepted by you, any such replacement or modified Software code or upgrade to the Software will be considered part of the Software and subject to the terms of this EULA (unless this EULA is superseded by a further EULA accompanying such replacement or modified version of or upgrade to the Software).
B. You may download an update to the software if you have a valid and non-expired support services plan.
You may terminate this EULA at any time by destroying all your copies of the Software. Your license to the Software automatically terminates if you fail to comply with the terms of this agreement. Upon termination, you are required to remove the Software from your computer and destroy any copies of the Software in your possession.
7. Copyright and Registered Marks
A. All title, copyrights, and trademarks in and to the Software (including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by Licensor or its suppliers. This EULA grants you no rights to use such content. If this Software contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. Except for any copies of this EULA, you may not copy the printed materials accompanying the Software.
B. You may not reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sub-license, make copies of, create derivative works from, distribute or provide others with the Software in whole or part, transmit or communicate the application over a network.
8. Export Restrictions
You may not export, ship, transmit or re-export software in violation of any applicable law or regulation including but not limited to Export Administration Regulations issued by the U. S. Department of Commerce.
9. Disclaimer of Warranties
LICENSOR AND ITS SUPPLIERS PROVIDE THE SOFTWARE "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE IS WITH YOU.
10. Limitation of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.1 Data Security
You agree to take reasonable measures to ensure the safety and security of all data that is being stored and transmitted by the Software, including but is not limited to:
- Require users to change their passwords on a recurring schedule, such as every 90 days.
- Requiring users to lock their workstation or to log out of the software when leaving the workstation unattended. ∙ Prohibit users from sharing or storing software credentials.
- Prevent unauthorized access to the software database and server software.
- Require transmitted data sent from the local network through the internet is performed using SSL (secure socket layer).
- Require database encryption to protect the data at rest.
- Disable user accounts for employees no longer employed at your business.
- Disable and remotely erase stolen or misplaced mobile devices used with the Software, including iPads, iPhones.
- Prohibit users from downloading, transferring, or storing data from the Software onto external data storage devices such as USB sticks and mobile phones.
- Prohibit users from removing reports generated by the Software from the business’ premises.
- Prohibit users from sharing, transferring, or selling data from the Software to third-parties.
10.2. Covered Entities Under HIPAA, 42 C.F.R 160, § ET SEQ.
SOFTWARE DOES NOT COMPLY WITH HIPAA AND LICENSOR IS CURRENTLY NOT PREPARED TO ACT AS A BUSINESS ASSOCIATE AS THAT TERM IS DEFINED UNDER HIPAA. IF YOU ARE A COVERED ENTITY UNDER HIPAA AND INSTALL AND USE THE SOFTWARE IN CONNECTION WITH ANY PHI, YOU HEREBY AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS (INCLUDING ATTORNEYS’ FEES) FOR THE COST OF ANY BREACH, FINE AND/OR OTHER CONSEQUENCE OR DAMAGE AS A RESULT OF YOUR USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE COST ASSOCIATED WITH ANY HIPAA VIOLATIONS.
Any dispute arising under this EULA will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this EULA will be governed by and construed and interpreted in accordance with the laws of the State of o. The arbitration will be held in Ohio. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this EULA. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.
If any term of this EULA is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.
13. No Waiver
No waiver of any right under this EULA will be deemed effective unless contained in writing signed by a duly authorized representative of the party against whom the waiver is to be asserted, and no waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future rights arising out of this EULA.
14. Entire Agreement
This EULA constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this EULA by any representations or promises not specifically stated herein.