Broker

END USER LICENSE AGREEMENT

This End User License Agreement (“EULA”) is a legal binding agreement between you, the user of the Software (as defined herein), and Integrated Office Technologies, Inc., a Massachusetts corporation (“Licensor”). 

Your access to and use of this OfficeLink360 Software (“Software”) is conditioned upon your acceptance of and compliance with this EULA.  YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS EULA, AS MAY BE AMENDED FROM TIME TO TIME, BY INSTALLING, USING AND/OR ACCESSING THE SOFTWARE.  BY CLICKING ON THE "ACCEPT" BUTTON AND DOWNLOADING AND USING THE SOFTWARE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ ALL OF THE TERMS OF THIS EULA, UNDERSTAND THEM, CONSENT TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS EULA.

SHOULD YOU NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT INSTALL, USE OR ACCESS THE SOFTWARE.

1.                     License.        Subject to the terms and conditions herein, as may be amended from time to time, Licensor grants you a limited, non-exclusive, non-sublicensable, non-transferable license to use the Software, solely (i) for your own personal or internal business purposes, and (ii) for the duration of the License, as set forth herein.  The terms of this EULA are applicable to any updates or upgrades to the Software that are provided by or on behalf of Licensor and/or its affiliates, unless such updates or upgrades are accompanied by a separate license in which case the terms of that license will govern.   

2.                      License Restrictions.      Except as otherwise expressly permitted in this EULA, You may not, and any attempt to do so is a violation of the rights of Licensor or its applicable affiliate, and may subject you to prosecution and/or damages:

(a) reproduce or copy any of the Software or any of its components;

(b) modify or create any derivative works of the Software or any of its components, including translation or localization;

(c) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software or any of its components;

(d) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software or any of its components;

(e) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software;

(f)  rent, lease, lend, sell, copy, reproduce, publish, republish, upload, post, transmit, sublicense, distribute, the Software or any of its components, including its graphic images, audio, video, html code, buttons or text, and any updates to the Software (except as and only to the extent any foregoing restriction is prohibited by applicable law or permitted by the licensing terms governing use of any open source components included in the Software), without the prior written consent of Licensor or its applicable affiliate, which consent may be withheld in its sole discretion.

(g) without Licensor’s prior written consent (which may be given or withheld in Licensor’s sole discretion) enter into any agreement or arrangement with any third party to use the Software on such third party’s behalf for the purpose of obviating the third party’s need to license the Software itself; or

(h) copy any and all materials accompanying the Software.

(i)  You also agree that you will not use the Software for any purposes prohibited by applicable state, federal and local law or the laws of the jurisdiction in which the Software was obtained, including.

3.                     License Term.

(a)                   Commencement of License.                    The License will commence on the date the Software is first used or activated, or on the date of installation.

(b)                   Termination of License. The License may be terminated either: (i) by you at any time by notifying Licensor in writing; (ii) automatically, upon your failure to comply with any term or condition of this EULA; or (iii) upon written notice by Licensor.

(c)                   Effect of Termination.  Upon termination of the License, all of your rights to use the Software terminate and you agree to destroy or return all copies of the Software to Licensor.

(d)                   Survival of Agreement. Upon termination of your License, this EULA shall also terminate, but provisions which should by their nature survive, including provisions on limitations on liability, governing law, audit, and intellectual property rights protections, will survive the termination of this EULA, specifically the terms of Sections 2, 4, 7 and 8 shall survive the termination of this EULA and any licenses granted hereunder.

4.                     Title.              Licensor is and remains the owner of all right, title and interest in the Software, its updates and derivatives along with any and all related explanatory written materials, including but not limited to the packaging, and brochures ("Documentation").  You agree that Licensor retains exclusive ownership of the trademarks represented by the logo and product names, including but not limited to OfficeLink360™ and the OfficeLink360™ symbol, and all of the Software, Documentation and computer recorded data related thereto.  You shall not copy, reproduce, re-manufacture or in any way duplicate all or any part of the Software and/or Documentation, or any derivative or update thereto whether modified or not, or in any other material provided by us in association with the OfficeLink360™ Software and Documentation, except as specified in this EULA and in accordance with the terms and conditions of this EULA, which remain in force and survive the termination of this EULA and any license granted hereunder.  You agree that unauthorized distribution, copying, duplication or other reproduction of any or all parts of the Software and Documentation provided by us or the failure to protect such Software and Documentation will actually and materially damage Licensor.  You agree that in the event of breach of this EULA, you shall be liable for damages as may be determined by a court of competent jurisdiction., and that Licensor shall be entitled to seek equitable relief to enforce Licensor’s rights hereunder.  

5.                     Collection of Information.                   You agree that Licensor and/or its affiliates may collect and use technical data and related information, including but not limited to technical information about your device, network, system and the use of the Software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Software. Licensor and/or its affiliates may use this information, as long as it is in a form that does not personally identify you, to evaluate or improve its products or to provide services or technologies.

Licensor and its affiliates will collect some personal information from you, being your name and e-mail address, to enable you participate in the Software and to verify you when you log in to your account. They will not use your personal information collected through the Software for any other purpose. For this verification purpose, Licensor and its affiliates may need to transfer your personal information to other jurisdictions where the Licensor and its affiliates operate. If you have any questions about how your personal information is being used or you wish to access or correct your personal information, you can do so by contacting the Licensor. By using the Software, you acknowledge that the Licensor and its affiliates may use your information as set out above.

6.                     Third Parties.                                             The Software may enable access to third party services (“Services”), and may also display, include or make available content, data, information, or materials from third parties or provide links to certain third party web sites (“Third Party Content”). You acknowledge and agree that Licensor and/or its affiliates are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Content or web sites and do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Services, Third Party Content or web sites, or for any other materials, products or services of third parties. Third Party Content is provided solely as a convenience to you. Licensor has no control over Third Party Content provided through or in connection with the Software. For any issues with respect to such Third Party Content, including without limitation allegations of copyright infringement or misuse, the provider of such content must be contacted directly.

7.                     YOUR ACCESS TO AND USE OF THE SOFTWARE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ITS CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND NEITHER LICENSOR NOR ANY OF ITS AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE SOFTWARE. EXCEPT AS MAY BE AGREED IN A SEPARATE WRITTEN AGREEMENT, LICENSOR AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS MAKE NO WARRANTY AND EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DISCLAIM ALL RESPONSIBILITY FOR THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SOFTWARE, THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS OR THAT DEFECTS WILL BE CORRECTED. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL LICENSOR OR ANY OF ITS AFFILIATES OR ANY OF THEIR OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, BE LIABLE TO YOU OR ANYONE ELSE FOR PERSONAL INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, MORAL OR OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA, GOODWILL OR OTHER INTANGIBLE LOSSES) WITHOUT REGARD TO THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, ANY SERVICES OR THIRD PARTY CONTENT, INCLUDING CONTENT ON OR ACCESSED THROUGH THE SOFTWARE OR ANY SOFTWARE, WEBSITE OR DOCUMENT LINKED TO, OR ANY COPYING, DISPLAYING, OR USE THEREOF.

8.                     LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW, IN NO EVENT WILL LICENSOR, ITS EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANYINDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR’S AND ITS SUPPLIERS’ AND LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES YOU PAID FOR THIS LICENSE (IF ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.

9.                     Governing Law.                Except as otherwise governed by applicable federal law, this EULA, and all rights and remedies of the parties, shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, to the exclusion of any and all other state laws and without regard to the principles of conflict of laws.  Any action brought to interpret and/or enforce this EULA shall be tried in state or federal courts located in Essex County, Massachusetts and all claims to improper venue and forum non conveniens are waived; and the parties hereby submitting to Massachusetts personal jurisdiction and all claims to failure to obtain personal jurisdiction are waived.

10.                  Entire Agreement.            This EULA constitutes the entire agreement between you and Licensor with respect to the use and license of the Software and Documentation and supersedes any prior agreements.  The terms of this EULA may only be changed by mutual written consent. 

 

 

Client

END USER LICENSE AGREEMENT

This End User License Agreement (“EULA”) is a legal binding agreement between you, the user of the Software (as defined herein), and Integrated Office Technologies, Inc., a Massachusetts corporation (“Licensor”). 

Your access to and use of this OfficeLink360 Software (“Software”) is conditioned upon your acceptance of and compliance with this EULA.  YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS EULA, AS MAY BE AMENDED FROM TIME TO TIME, BY INSTALLING, USING AND/OR ACCESSING THE SOFTWARE.  BY CLICKING ON THE "ACCEPT" BUTTON AND DOWNLOADING AND USING THE SOFTWARE, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ ALL OF THE TERMS OF THIS EULA, UNDERSTAND THEM, CONSENT TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS EULA.

SHOULD YOU NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT INSTALL, USE OR ACCESS THE SOFTWARE.

1.                     License.        Subject to the terms and conditions herein, as may be amended from time to time, Licensor grants you a limited, non-exclusive, non-sublicensable, non-transferable license to use the Software, solely (i) for your own personal or internal business purposes, and (ii) for the duration of the License, as set forth herein.  The terms of this EULA are applicable to any updates or upgrades to the Software that are provided by or on behalf of Licensor and/or its affiliates, unless such updates or upgrades are accompanied by a separate license in which case the terms of that license will govern.   

2.                      License Restrictions.      Except as otherwise expressly permitted in this EULA, You may not, and any attempt to do so is a violation of the rights of Licensor or its applicable affiliate, and may subject you to prosecution and/or damages:

(a) reproduce or copy any of the Software or any of its components;

(b) modify or create any derivative works of the Software or any of its components, including translation or localization;

(c) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software or any of its components;

(d) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Software or any of its components;

(e) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software;

(f)  rent, lease, lend, sell, copy, reproduce, publish, republish, upload, post, transmit, sublicense, distribute, the Software or any of its components, including its graphic images, audio, video, html code, buttons or text, and any updates to the Software (except as and only to the extent any foregoing restriction is prohibited by applicable law or permitted by the licensing terms governing use of any open source components included in the Software), without the prior written consent of Licensor or its applicable affiliate, which consent may be withheld in its sole discretion.

(g) without Licensor’s prior written consent (which may be given or withheld in Licensor’s sole discretion) enter into any agreement or arrangement with any third party to use the Software on such third party’s behalf for the purpose of obviating the third party’s need to license the Software itself; or

(h) copy any and all materials accompanying the Software.

(i)  You also agree that you will not use the Software for any purposes prohibited by applicable state, federal and local law or the laws of the jurisdiction in which the Software was obtained, including.

3.                     License Term.

(a)                   Commencement of License.                    The License will commence on the date the Software is first used or activated, or on the date of installation.

(b)                   Termination of License. The License may be terminated either: (i) by you at any time by notifying Licensor in writing; (ii) automatically, upon your failure to comply with any term or condition of this EULA; or (iii) upon written notice by Licensor.

(c)                   Effect of Termination.  Upon termination of the License, all of your rights to use the Software terminate and you agree to destroy or return all copies of the Software to Licensor.

(d)                   Survival of Agreement. Upon termination of your License, this EULA shall also terminate, but provisions which should by their nature survive, including provisions on limitations on liability, governing law, audit, and intellectual property rights protections, will survive the termination of this EULA, specifically the terms of Sections 2, 4, 7 and 8 shall survive the termination of this EULA and any licenses granted hereunder.

4.                     Title.              Licensor is and remains the owner of all right, title and interest in the Software, its updates and derivatives along with any and all related explanatory written materials, including but not limited to the packaging, and brochures ("Documentation").  You agree that Licensor retains exclusive ownership of the trademarks represented by the logo and product names, including but not limited to OfficeLink360™ and the OfficeLink360™ symbol, and all of the Software, Documentation and computer recorded data related thereto.  You shall not copy, reproduce, re-manufacture or in any way duplicate all or any part of the Software and/or Documentation, or any derivative or update thereto whether modified or not, or in any other material provided by us in association with the OfficeLink360™ Software and Documentation, except as specified in this EULA and in accordance with the terms and conditions of this EULA, which remain in force and survive the termination of this EULA and any license granted hereunder.  You agree that unauthorized distribution, copying, duplication or other reproduction of any or all parts of the Software and Documentation provided by us or the failure to protect such Software and Documentation will actually and materially damage Licensor.  You agree that in the event of breach of this EULA, you shall be liable for damages as may be determined by a court of competent jurisdiction., and that Licensor shall be entitled to seek equitable relief to enforce Licensor’s rights hereunder.  

5.                     Collection of Information.                   You agree that Licensor and/or its affiliates may collect and use technical data and related information, including but not limited to technical information about your device, network, system and the use of the Software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Software. Licensor and/or its affiliates may use this information, as long as it is in a form that does not personally identify you, to evaluate or improve its products or to provide services or technologies.

Licensor and its affiliates will collect some personal information from you, being your name and e-mail address, to enable you participate in the Software and to verify you when you log in to your account. They will not use your personal information collected through the Software for any other purpose. For this verification purpose, Licensor and its affiliates may need to transfer your personal information to other jurisdictions where the Licensor and its affiliates operate. If you have any questions about how your personal information is being used or you wish to access or correct your personal information, you can do so by contacting the Licensor. By using the Software, you acknowledge that the Licensor and its affiliates may use your information as set out above.

6.                     Third Parties.                                             The Software may enable access to third party services (“Services”), and may also display, include or make available content, data, information, or materials from third parties or provide links to certain third party web sites (“Third Party Content”). You acknowledge and agree that Licensor and/or its affiliates are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Content or web sites and do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Services, Third Party Content or web sites, or for any other materials, products or services of third parties. Third Party Content is provided solely as a convenience to you. Licensor has no control over Third Party Content provided through or in connection with the Software. For any issues with respect to such Third Party Content, including without limitation allegations of copyright infringement or misuse, the provider of such content must be contacted directly.

7.                     YOUR ACCESS TO AND USE OF THE SOFTWARE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ITS CONTENTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND NEITHER LICENSOR NOR ANY OF ITS AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE SOFTWARE. EXCEPT AS MAY BE AGREED IN A SEPARATE WRITTEN AGREEMENT, LICENSOR AND ITS AFFILIATES, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS MAKE NO WARRANTY AND EXPRESSLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND DISCLAIM ALL RESPONSIBILITY FOR THE COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SOFTWARE, THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE OR ERROR-FREE BASIS OR THAT DEFECTS WILL BE CORRECTED. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL LICENSOR OR ANY OF ITS AFFILIATES OR ANY OF THEIR OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, BE LIABLE TO YOU OR ANYONE ELSE FOR PERSONAL INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, MORAL OR OTHER DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR DATA, GOODWILL OR OTHER INTANGIBLE LOSSES) WITHOUT REGARD TO THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, ANY SERVICES OR THIRD PARTY CONTENT, INCLUDING CONTENT ON OR ACCESSED THROUGH THE SOFTWARE OR ANY SOFTWARE, WEBSITE OR DOCUMENT LINKED TO, OR ANY COPYING, DISPLAYING, OR USE THEREOF.

8.                     LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLELAW, IN NO EVENT WILL LICENSOR, ITS EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANYINDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR’S AND ITS SUPPLIERS’ AND LICENSORS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES YOU PAID FOR THIS LICENSE (IF ANY), WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.

9.                     Governing Law.                Except as otherwise governed by applicable federal law, this EULA, and all rights and remedies of the parties, shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Massachusetts, to the exclusion of any and all other state laws and without regard to the principles of conflict of laws.  Any action brought to interpret and/or enforce this EULA shall be tried in state or federal courts located in Essex County, Massachusetts and all claims to improper venue and forum non conveniens are waived; and the parties hereby submitting to Massachusetts personal jurisdiction and all claims to failure to obtain personal jurisdiction are waived.

10.                  Entire Agreement.            This EULA constitutes the entire agreement between you and Licensor with respect to the use and license of the Software and Documentation and supersedes any prior agreements.  The terms of this EULA may only be changed by mutual written consent.