Payment Terms: All purchases are pre-paid by company check drawn on US bank in US fund.
By major credit card, Visa, Mastercard, or American Express. All purchases are final.
Scope of Services: Upon purchase, software and licensing are delivered electronically. During your contract period, your account is eligible for technical support services. Excludes IT/Network services. Includes all updates/upgrade during your contract period. Support services are available by Email at email@example.com Phone service is limited. Online services, you must an access point to connect to your system (ie GoToMeeting, Teams, WebEx, etc).
General Terms and Conditions
1. License Grant. Subject to the terms, covenants, conditions, limitation and terms contained in this Agreement, Resource Dynamics hereby grants to Licensee a non-exclusive, non-transferable, limited right and license ("License") to use the downloaded Software only in machine-readable object code form; to use the Documentation in any form that Resource Dynamics may deliver to Licensee based on this Agreement in connection with Licensee's use of the Licensed Product in accordance with this Agreement, all on the terms and conditions contained herein.
2. Restrictions. This license does not include use of the source code for the Licensed Product. Licensee agrees not to modify, adapt, translate, create derivative works, disassemble, decompile or otherwise reverse engineer or attempt to discover the source code of the Licensed Product. All rights not specifically granted to the Licensee are expressly reserved for Resource Dynamics.
3. Proprietary Rights. Licensee acknowledges that the Licensed Product constitutes and incorporates confidential and proprietary information and trade secrets of Resource Dynamics and its suppliers. Licensee agrees to safeguard the confidentiality thereof, and not to use the Licensed Product other than as permitted under this Agreement, nor to publish, disclose, or provide access to the Licensed Product to any person outside the Licensee end user entity, who have agreed to be bound by these confidentiality obligations. Licensee further agrees to keep confidential and protect from unauthorized disclosure all other information that Resource Dynamics may designate as confidential or proprietary. Licensee may not remove any copyright, trade secret, or other intellectual property notices on any Licensed Product, reports, or copies thereof.
4. Audit Right. Resource Dynamics reserves the right to audit the compliance of Licensee's use of the Licensed Product with the terms of this Agreement. Licensee agrees to cooperate with any audit request and provide Resource Dynamics with all reasonable assistance and access to information.
5. Warranty Disclaimer. Resource Dynamics does not warrant that the Licensed Product will meet Licensee's requirements or that operation of the Licensed Product will be uninterrupted or that the Licensed Product will be error-free. THE LICENSED PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY EXCLUDED.
6. Limitation of Liability. Licensee bears the entire risk as to the quality and performance of the Licensed Product. Resource Dynamics cumulative liability to Licensee or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement, shall not exceed the lesser of (i) Resource Dynamics list price for the Licensed Product as of the date of Licensee's purchase, and (ii) the License Fee. IN NO EVENT WILL RESOURCE DYNAMICS OR ITS RESELLERS BE LIABLE IN CONTRACT, TORT OR OTHERWISE, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST DATA OR LOST SAVINGS, EVEN IF A RESOURCE DYNAMICS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Some U.S. states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to Licensee.
7. Indemnification. Licensee agrees to hold Resource Dynamics and its successors, assigns, officers, directors, representatives, employees and agents, harmless from and against any claim, suit, loss, liability, penalty or damage (including incidental and consequential damages), costs and expenses (including reasonable attorneys' fees and expenses), arising out of Licensee's breach of this Agreement.
8. Termination. This Agreement is effective upon acceptance and shall continue until terminated. This Agreement will terminate immediately with notice from Resource Dynamics if Licensee fails to comply with any provision of this Agreement. Upon termination of this Agreement for compliance, the License will be disabled and become inoperable and Licensee must cease using the Licensed Product immediately and uninstall Licensed Product from all computers and/or virtual host locations. Resource Dynamics, at its sole discretion, for any reason, may terminate the Agreement at any time with minimum 30 days' notice to Licensee. All provisions of this Agreement which must survive in order to give effect to its meaning will survive termination of this Agreement.
9. Export Regulations. Licensee shall comply with all applicable laws and regulations of the United States and/or any foreign countries with respect to the use of the Licensed Product outside of the United States, including without limitation import and export restrictions, obtaining any necessary consents and licenses and registering or filing any document. Licensee hereby certifies that Licensee will not knowingly transfer, export, re-export, transship, or use, directly or indirectly, the Licensed Product or related information or the direct product of such data, media, or products in violation of United States laws and regulations (including without limitation, the U.S. Export Administration Regulations), unless prior written authorization is obtained from Resource Dynamics and the appropriate United States government agency. The Licensed Product may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Licensed Product, Licensee is agreeing to the foregoing and Licensee is representing and warranting that Licensee is not located in, under the control of, or a national or resident of any such country or on any such list.
10. U.S. Government Restricted Rights. Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in sub-paragraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Resource Dynamics Corporation, 6 Loudon Road, Suite 200, Concord NH 03301, USA.
11. Governing Law. This Agreement shall be governed by the laws of the State of New Hampshire, USA, excluding the application of its conflicts of law rules.
12. No Assignment. This Agreement shall bind and inure to the benefits of the parties hereto and their respective heirs, successors and permitted assigns. Licensee may not assign this Agreement or any of the rights or obligations created hereunder without the express prior written consent of Resource Dynamics. Nothing in this Agreement is intended to or shall confer any rights or remedies on any person other than the parties hereto, their respective successors and assigns.
13. Specific Performance. Because a breach of the provisions of this Agreement (including without limitation unauthorized use of the License Product or breach of the confidentiality provision) would cause irreparable harm and significant injury which would be difficult to ascertain and which would not be compensable by damages alone, Licensee agrees that Resource Dynamics has the right to enforce those provisions by injunction (without the necessity of posting bond), specific performance or other equitable relief without prejudice to any other rights or remedies Resource Dynamics may have.
14. Notice. Any notice, request or other communication required or permitted to be delivered hereunder shall be in writing, and shall be deemed effective (a) as of the date it is delivered to the party to be charged thereby by hand, or (b) one (1) business day after it is delivered to that party by a reputable overnight courier and properly addressed to that party.
15. Miscellaneous. This Agreement may not be modified except by in writing, executed by Resource Dynamics and Licensee. If any provision is or becomes, at any time or for any reason, unenforceable or invalid, the remaining provisions shall continue with the same effect as if such unenforceable or invalid provisions was not inserted herein, provided that the ability of either party to obtain substantially the bargained-for performance of the other shall not have thereby been impaired.
16. License Fee. In consideration for the licenses granted under this Agreement, Licensee shall pay to Resource Dynamics or its authorized resellers the respective license fee ("License Fee") for the Licensed Product. Unless otherwise agreed, Licensee shall be responsible for all applicable taxes (withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), etc.), or duties imposed by any government entity or collecting agent.
17. Refunds. All Licensed Product purchases are final and non-refundable.
18. Licensee Information. Licensee must provide the following information, either directly to Resource Dynamics, or through an authorized Resource Dynamics reseller partner: Company Name (Licensee entity), Company address, Company country location, Company website URL, Key commercial contact name and email address, and Key System Administrator contact name and email address.
19. Support Contract. Resource Dynamics reserves the right to update and change the Support Contract, at any time and without notice.
20. License Files. Licensees will receive a unique activation code to unlock the trial to a on-premises subscription license. License will identify the number of seats and version of the product. The license will be locked to the Host ID. The server files can be installed on only one (1) computer hard driver or virtual machine host instance on a host computer. License file cannot be duplicated and installed in more than one location whether it be a hard drive or virtual host instance. Violation of this condition, at Resource Dynamics discretion, may result in VOIDING the license, and rending it inoperable and discounting service subscription with no refund.
21. Rehost. Upon request, license that have active support contract can be rehosted (moved from one host to another) a maximum of 4 times during your annual contract. Licensee agrees to remove the original license file from use, and to delete it. Additional rehost during your support contract period may include a fee up to 25% of the original price.
22. Upgrade License. Upon request, licenses on active support contract can up upgrade to support new releases.
23. Upgrade Software. Upgraded software versions will be posted on our website for download. Users are responsible to know their current active version and if they are eligible to upgrade for free. All upgrades are available to licensees with active support contracts.
24. License Renewal. Upon renewal of your subscription, a new license will be issued. Should licensee decide not to renew, your license will automatically terminate at the end of the month your renewal was due.