Terms and Conditions
RONESOFT Limited, DeliverLoad, xChecker END USER LICENSE AGREEMENT
IMPORTANT—SCROLL THROUGH AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS
1. License and Acceptable Use.
1.1 The RONEsoft Limited and its products contain copyrighted material, inventions, know-how, potential patentable business method material, design logos, phrases, names, logos or applications, and code ("Intellectual Property Content") all of which, unless otherwise indicated and/or provided pursuant to a third-party license, are our sole property and we retain all appurtenant rights, interests, and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance", and "graphic function" of our Services including but not limited to its color combinations, sounds, layouts, and designs.
1.2 You agree and acknowledge that your use of the xChecker platform does not confer upon You any license or permission to use our (or any third party's) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose. All other trademarks, service marks, and copyrights are held by their rightful owners.
1.3 RONEsoft Limited grants to you a non-exclusive, non-transferable (except as permitted below), limited license to make use of the xChecker platform to which You utilize. This license does not include any resale of xChecker, or its contents; any collection and use of any listings, descriptions, or prices; any derivative use of any RONEsoft Limited Product or Service or its contents; any downloading or copying of account information; or any use of data mining, robots, or similar data gathering and extraction tools.
1.4 You or someone acting on Your behalf and at Your direction, such as Your buyer has or will:
- Place an order with RONEsoft for either an initial license or an upgrade (such as for more users, additional modules, etc.), and RONEsoft has accepted such order and Enabled Use of the Software; and
- Accepted all the terms and conditions of this Agreement either before or during installation/use of the Program. YOU WILL INDICATE YOUR ACCEPTANCE OF THIS AGREEMENT AND ALL OF ITS TERMS AND CONDITIONS BY DOING ONE OR MORE OF THE FOLLOWING OR ALLOWING OR AUTHORIZING A THIRD PARTY TO DO IT FOR YOU:
- (a) CLICKING "I AGREE" OR A SIMILAR AFFIRMATION, AS APPLICABLE, THAT APPEARS DURING INSTALLATION OF THE PROGRAM, OR
- (b) USING THE PROGRAM. IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT (IN ITS ENTIRETY AND WITHOUT CHANGE TO OR ADDITION TO ITS TERMS AND CONDITIONS), THEN YOU DO NOT HAVE A LICENSE TO USE THE SOFTWARE.
- (c) If You acquire a Subscription License, You may Use the Software only for the subscription period for which RONEsoft has received Your Subscription License fee.
- (d) If You purchase an On-Premise License, You may Use the Software only if You pay the required On-Premise License fee or fees when due.
- (e) If You access the Software under an Evaluation License prior to Your purchase or intended purchase of a Subscription License or an On-Premise License, You acknowledge and agree that:
- (i) You shall Use the Software only for a trial period for evaluation purposes before purchasing a Subscription License or an On-Premise License to determine if the Software is suitable for Your business,
- (ii) the Software may be Used and/or operable only for a limited time,
- (iii) the Software is provided “AS IS” with no express or implied warranties, and
- (iv) upon expiration of the Evaluation License, RONEsoft is under no obligation to return to You data You have entered into, that is processed by or is stored in the Software and it may become irretrievable, unrecoverable and/or otherwise unusable by You after the evaluation period ends.
- (v) that you will hold the contents of the subscription as confidential and share the software contents only with those contained within Your Affiliates.
- Subsections 6a, 6b, and 6c of this Agreement do not apply to Evaluation Licenses.
1.5 All rights not expressly granted to You in this User Agreement are reserved and retained by RONEsoft Limited or its licensors, suppliers, users, rightsholders, or other content providers. No RONEsoft Limited Service, nor any part of any RONEsoft Limited Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of RONEsoft Limited. You may not misuse the RONEsoft Limited products or name
1.6 If RONEsoft Limited discovers any unauthorized usage of the user license granted by this agreement by You or any of your agents including your staff or employees You agree to compensate RONEsoft Limited for any and all losses arising from unauthorized usage and to make full account plus handover to Us of all gains and profits generated by unauthorized usage of our user licence.
1.7 You may use the xChecker platform only as permitted by law.
2. DEFINITIONS. As used herein, the following terms have the following meanings:
- a. “Affiliate” means any entity that controls You, that You control, or that is under common control with You, where “control” means the ownership, directly or indirectly, of equity securities or other ownership interests which represent more than 50% of the voting power of such affiliate.
- b. “Agreement” means this RONEsoft End User License Agreement and the Supplemental License Terms, all applicable user fee invoices, and Service Plan information as described in Section 13, which are incorporated herein by reference and made a part hereof.
- c. “Customer Support” means Software assistance You receive by email, phone, access to on-line information , chat or by similar means because You purchased a Software as a Service Licence or an On-Premise Subscription License.
- d. “Documentation” means the Program specifications that are set forth in the Program help files and any release related notes, guides, or manuals RONEsoft publishes specific to the current version of the Program.
- e. “Enabled Use” means that RONEsoft has fulfilled the applicable software delivery process (whether by providing access to a User Name, shipping tangible goods including recorded media containing the Software or downloading of the Software, delivering activation codes for the Software, or otherwise), thereby enabling Use of the Software.
- f. “Evaluation License” means a time-limited license to Use the Software for evaluation purposes only to determine if it is suitable for Your business.
- g. “Channel partner” means the independent third party reseller from whom You acquire the Software.
- h. “Maintenance Software” means Software that RONEsoft delivers because You have purchased an online subscription or an On-Premise Subscription License.
- i. “On-Premise License” means a license to Use the Software according to this Agreement until this Agreement terminates as described herein.
- j. “Program” means the computer program, a part of which includes the install routine that when executed causes this Agreement to be displayed.
- k. “RONEsoft” means the RONEsoft Limited that distributes the Software to You or Your Channel Partner.
- l. “Service Plan” means a plan You purchase separately or acquire as part of the purchase of an On-Premise Subscription License providing You Customer Support and/or Maintenance Software for a specified period.
- m. “Software” means collectively, the Program and the Documentation, and any part thereof.
- n. “Subscription License” means a license to Use the Software and a Service Plan according to this Agreement until the specified term or subscription period ends or Your license or this Agreement terminates as described herein.
- o. “Supplemental License Terms” means the additional terms and restrictions posted by RONEsoft at https:// https://ronesoft.com/privacy-policy/ that are specific to the Program You license under this Agreement
- p. “Use” means to install and execute the Program, provided that:
- You install the Program only on a computer system that You own or only on a computer system not owned by You if You will be the only party with access to the installed Program; and
- You execute the Program during the term of Your license or subscription
- (i) for its intended purpose solely in connection with the management of the business that You and Your Affiliates conduct, and
- (ii) solely to the extent of all applicable limitations (whether as to specific modules or other parts of the Program, or number of production or backup server computers) set forth in the Agreement; and
3. LIMITS OF LICENSE. The license contained in this Agreement does not include the right to perform, and You shall not perform, any of the following:
- a. Except as expressly set forth in subsection 2p above, making any copy of the Software, except as an essential step in Your licensed Use thereof.
- b. Distributing any copy of the Subscription Licence or Software (whether by renting, leasing, lending, sublicensing, time-sharing, or otherwise), except that, if RONEsoft consents in writing, which consent will not be unreasonably denied, You may transfer the Software but only to a purchasing party after the close of a sale of either Your entire business, or all, or substantially all, of the assets of Your business, provided that the purchasing party reads and accepts (in writing to RONEsoft) the terms and conditions of this Agreement, the purchasing party agrees to other reasonable transfer requirements, and You do not retain a copy of the Software.
- c. Using the Software for personal, family, household, or other non-business purposes.
- d. Altering, modifying, translating, decompiling, disassembling, or reverse-engineering the Software or creating any derivative work based upon the Software.
- e. Removing or obscuring any copyright or trademark notices from the Software.
- f. Using the Software in excess of
- (i) the limitations set forth in this Agreement, and
- (ii) the number and types of users, seats, or licenses You purchase or rightfully acquire. Use of the Software in excess of the number and type of licenses You purchased constitutes a material breach of this Agreement and
- You agree to pay to RONEsoft the additional license or subscription fees due for the unpaid use calculated in accordance with the applicable RONEsoft retail price list in effect at the time payment is made, and
- failure to make the foregoing payment within 30 days of RONEsoft’s invoice date is also a material breach of this Agreement and results in the automatic termination of this Agreement without notice.
4. ADDITIONAL RESTRICTIONS.
- a. Any report-writing software contained within the Program may be subject to a restriction such that its use may be limited to accessing only the data that is created by, or used by, the Program.
- b. You may not Use, export, re-export or otherwise transfer the Software in violation of any domestic or foreign laws or regulations in effect from time to time in the jurisdiction in which You are a resident or in which the Software is Used.
5. U.S. GOVERNMENT RESTRICTED RIGHTS.
The Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government (including its agencies and instrumentalities) is subject to restrictions set forth in 48 CFR 52.227-19 or DFARS 252.227-7014, as applicable. The manufacturer is RONEsoft Limited for Deliverload and xChecker products. The RONEsoft address in Canada is Suite 1540, 521 – 3rd Avenue SW, Calgary, Alberta, Canada, T2P 3T3.
6. Pricing and Price Changes
RONEsoft Limited does not set or control prices offered by customers or vendors.
Quotes and offers are listed within the platform and are to be defined by the INCO terms for shipment and currency of the country unless specified within the currency selection on the platform.
You are solely responsible for paying all fees incurred by any users of your account as well as all applicable taxes. RONEsoft Limited reserves the right to waive or change our fees, penalties, or interest at any time. We may temporarily change or suspend our fees as a promotion and such changes are effective for the promotional period described on the RONEsoft Limited website or within the SAAS agreement.
i) Basic Accounts Fees: There are no registration or subscription fees for vendor accounts for basic services.
Premium Services will be offered to allow for trending and analysis of the data for these suppliers.
ii) Client fee structure will be based on: Set-up fee to create the unique database of information to reflect the client’s business including vendors, users and buying preferences. Transaction fees based upon the quantity of transaction created on the platform with a threshold minimum to ensure the use of the platform.
Premium Services Creation of specific API’s for integration into existing data systems such as Enterprise Resource Planning software may be created Consulting services to assist in deployment of the xChecker platform, obtaining and evaluating additional vendors on behalf of the Client, analytics of the data that is being created through the use of the platform.
b) Penalty Fees.
1. Excessive Cancellation Surcharge. See Section 11 for the cancellation policy. Clients that do not follow through and execute against the Request for Pricing (RFP) that have been created and submitted to their suppliers will have excessive cancellation charges applied. This will be negotiated with the RONEsoft manager or director responsible for this client.
6. LIMITED WARRANTIES AND DISCLAIMERS
3 a. Software. RONEsoft warrants that, during the one hundred and eighty (180)-day period (the “Software Warranty Period”) that commences on the date that RONEsoft Enabled Use of the Software (whether for an initial license or for Maintenance Software), the Program, when properly Used, shall perform substantially in accordance with the Documentation. RONEsoft does not warrant or represent that Your Use of the Software will be uninterrupted or error free. If You report to RONEsoft in writing within the Software Warranty Period any nonconformity between the Documentation and the Program (a “Warranty Claim”), and if RONEsoft is able to replicate and verify that such nonconformity exists, RONEsoft shall make commercially reasonable efforts to correct such nonconformity and, if successful, shall supply You with such correction at no additional cost to You. If such efforts are unsuccessful and the nonconformity is material, Your sole remedy for a breach of the warranty described in this subsection 6a, shall be as follows: (1) If You acquire an On-Premise License, then (1) except for Maintenance Software, You may terminate this Agreement, discontinue Use of and return all copies You have of the Software, and RONEsoft will ensure that You receive a refund of the license fee You paid and credit for any license fee You owe for the Software; and (2) for Maintenance Software, You may terminate Your Service Plan, discontinue Use of and return all copies You have of the Maintenance Software to RONEsoft, and RONEsoft will ensure that You receive a refund of or credit for the fee You paid for the purchase of the terminated Service Plan. (2) If You acquire an On-Premise Subscription License, You may terminate this Agreement, discontinue Use of and return all copies You have of the Software to RONEsoft, and RONEsoft will ensure that You receive a refund of the On-Premise Subscription License fees You paid in the one (1) months preceding the Warranty Claim.
b. Customer Support. If You are entitled to receive Customer Support as part of a separately purchased Service Plan for Your On-Premise License or as part of Your On-Premise Subscription License, RONEsoft warrants that while Your Service Plan is in effect and if You have paid all required Service Plan fees, RONEsoft will use qualified personnel to provide You Customer Support in a professional manner consistent with industry standards. Your sole remedy under this subsection 6b is limited to RONEsoft’s re-performance of the Customer Support services giving rise to Your claim.
c. Media. With respect to any media by which You may have received Your installation copy of the Program, RONEsoft warrants that the media is free of defects in materials and workmanship under normal use for the Software Warranty Period. Your sole remedy under this subsection 6c is limited to replacement of defective media.
d. Evaluation License. SOFTWARE PROVIDED UNDER AN EVALUATION LICENSE IS PROVIDED “AS IS” WITH NO IMPLIED OR EXPRESS WARRANTIES. Subsections 6a, 6b, and 6c do not apply to Evaluation Licenses.
e. Disclaimers. OTHER THAN THE EXPRESS, LIMITED WARRANTIES STATED IN THIS SECTION 6, RONESOFT AND ITS SUPPLIERS EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES, OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS, IMPLIED, AND STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES, CONDITIONS, OR GUARANTEES (I) OF MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT OF PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY, AND (IV) ARISING FROM CUSTOM OR TRADE usage OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. YOU UNDERSTAND AND AGREE THAT: (1) THE UTILITY OF A BUSINESS MANAGEMENT COMPUTER PROGRAM DECREASES AS TECHNOLOGY EVOLVES AND THE BUSINESS ENVIRONMENT CHANGES, (2) YOU ARE FREE TO DECIDE, AND ARE RESPONSIBLE FOR DECIDING, WHEN TO UPGRADE YOUR SOFTWARE, AND (3) RONESOFT DISCLAIMS ANY RESPONSIBILITY TO DELIVER LATER-RELEASED SOFTWARE OR OTHERWISE RENDER ANY CUSTOMER SUPPORT SERVICES UNLESS INCLUDED IN A SERVICE PLAN THAT YOU HAVE PAID FOR IN FULL.
f. Other Limitations. RONEsoft will have no responsibility under these limited warranties for any Software or media that has been modified, lost, stolen, or damaged by accident, abuse, or misapplication. No employee, agent, or representative of RONEsoft, nor any reseller (including Your Reseller) or any other third party, is authorized to make any warranty with respect to the Software, except those expressly stated in this Agreement, and You may not rely on any such unauthorized warranty. You acknowledge and agree that You have chosen Your Reseller, and that such Reseller is an independent party.
7. EXCLUSIONS OF AND LIMITATION OF LIABILITY
a. You acknowledge Your understanding that software is inherently complex and may not be free from errors and that You have been advised to verify the work produced by the Program. Neither RONEsoft nor its suppliers shall be liable for any special, indirect, incidental, consequential, or punitive damages resulting from any defect in the Software or media, even if RONEsoft has been advised of the possibility of such damages. This means RONEsoft is not responsible or liable for damages or costs incurred as a result of loss of time, loss of data, loss of anticipated profits, lost opportunity cost, or loss of use of the Software, nor for damages or costs incurred in connection with obtaining substitute software, receiving support services under Your Service Plan, claims made against You by others, or similar costs. IN NO EVENT SHALL RONESOFT’S LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, YOUR SERVICE PLAN, OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED 4 (i) THE LICENSE FEE ACTUALLY PAID BY YOU TO PURCHASE AN ON-PREMISE LICENSE, (ii) THE SUBSCRIPTION FEES ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM, OR (iii) THE FEES ACTUALLY PAID BY YOU TO PURCHASE OR RENEW THE ANNUAL SERVICE PLAN IN EFFECT WHEN THE CLAIM AROSE. You acknowledge and agree that this Agreement allocates risk between You and RONEsoft as authorized by applicable law and that the pricing of RONEsoft products reflects this allocation of risk and the exclusions and limitations of liability contained in this Agreement. If any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusion of damages set forth in this Agreement shall remain in full force and effect. b. You acknowledge that unless You and RONEsoft agree in writing for RONEsoft to provide software implementation services to implement the Program at Your place of business, You are responsible for engaging a qualified party to provide implementation services for You on terms You negotiate. You also acknowledge that You are responsible for independently investigating the skills and qualifications of such party to ensure that they provide You with the level of skill and service Your business requires. You agree that RONEsoft shall have no liability whatsoever for any failure associated with such implementation services, even if the party You engage is an authorized or certified Reseller, consultant, or installer of RONEsoft products.
8. JURISDICTIONAL RIGHTS.This Agreement gives You specific legal rights, and You may also have other rights, which vary from jurisdiction to jurisdiction. Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for incidental or consequential damages, so some or all those sections of this Agreement may not apply to You.
9. TERM AND TERMINATION
This Agreement takes effect from the date You accept it as set forth in subsection 1a(2), and continues until terminated in accordance with this Section.
- a. Your Right to Terminate for Convenience. (1) On-Premise License. If You acquire an On-Premise License, You may terminate this Agreement at any time, at which point the licenses granted to You in this Agreement will terminate. (2) Subscription License (Customers principally located within the United States and Canada). If Your principal location is within the United States or Canada and You acquire a Subscription License, You may terminate this Agreement by providing 30 days’ advance notice to RONEsoft here: https://sales@ronesoftlcom. The licenses granted to You in this Agreement will terminate on the 30th day following the date You provide notice of termination to RONEsoft (the “Subscription Termination Date”). Should You elect to terminate Your Subscription License, You shall be responsible for retrieving Your data from the Software prior to the Subscription Termination Date. (3) On-Premise Subscription License (Customers principally located outside of the United States and Canada). If Your principal location is outside of the United States or Canada and You acquire an On-Premise Subscription License: i. Your “Initial Term” will run for one (1) year unless You are offered and select a shorter or a longer subscription term when You acquire Your initial On-Premise Subscription License; in such event, the shorter or longer subscription term will be Your Initial Term. Your Initial Term will automatically continue to renew thereafter for the same subscription term (Your “Renewal Term”). Payment is required for the full length of Your Initial Term and each Renewal Term and is non-cancellable and non-refundable (except as described in subsections 6a(1), 6a(2), subsection 9a(3)(ii), 9a(3)(iii) and 11b), even if You cancel or choose not to renew Your On-Premise Subscription License. ii. You may choose not to renew Your On-Premise Subscription License or to reduce the number of Your On-Premise Subscription License users by providing Your non-renewal or reduction request to RONEsoft here: https://email@example.com. If Your Initial Term or current Renewal Term is less than one year, RONEsoft must receive Your request at least thirty (30) business days before the end of the Initial Term or current Renewal term in order for the request to take effect at the end of that term (the “Subscription Termination Date”). Requests received less than thirty (30) business days before the end of an Initial Term or current Renewal Term will take effect at the end of the next Renewal Term. iii. If Your Initial Term or current Renewal Term is one year or more, RONEsoft must receive Your nonrenewal or reduction request at least one (1) month prior to the end of Your Initial Term or current Renewal Term in order for the request to take effect at the end of that term (the “Subscription Termination Date”). If Your non-renewal or reduction request is received less than one (1) month before but by the end of the Initial Term or the current Renewal Term, RONEsoft may charge and You agree to pay a processing fee equal to the pro-rated cost for one month of Your subscription term to process Your request. Requests received after the Termination Date will be applied to the following Renewal Term. iv. You shall be responsible for retrieving Your data from the Software within 30 days after the Subscription Termination Date
- b. Termination for Cause by RONEsoft. Notwithstanding the foregoing, this Agreement and the license granted to You will terminate automatically and without notice if You fail to comply with any term or condition of this Agreement, including but not limited to the payment of all license fees when due. THE SOFTWARE MAY CONTAIN TECHNOLOGY THAT ALLOWS RONESOFT TO TERMINATE YOUR USE OF THE PROGRAM OR CONVERT YOUR ACCESS TO THE PROGRAM TO READ-ONLY IN THE EVENT YOU MATERIALLY BREACH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, YOUR FAILURE TO PAY LICENSE FEES WHEN DUE. IF RONESOFT CONVERTS YOUR ACCESS TO READ-ONLY, YOU WILL CONTINUE TO HAVE ACCESS TO DATA YOU ENTERED BEFORE THE CONVERSION BUT WILL NOT BE ABLE TO ENTER NEW DATA.
- c. Evaluation License. (1) If You acquire an Evaluation License, the Evaluation License will expire at the end of the evaluation period provided by RONEsoft or Your Reseller, or if no evaluation period end date is provided, Your Evaluation License shall expire thirty (30) days after RONEsoft or Your Reseller makes the Software available to You for evaluation. (2) Upon termination or expiration of Your Evaluation License, and (i) if You purchase an On-Premise License or a Subscription License, You acknowledge and agree that this Agreement (excluding subsections 1e and 6d) shall govern Your continued Use of the Software, or (ii) if You do not purchase an On-Premise License or a Subscription License, You shall comply with RONEsoft or Your Reseller’s instructions for returning the Software. If no instructions are provided, You shall follow the return and destroy instructions set out in subsection 9d, below.
- d. Return or Destruction. Within thirty-five (35) days after the termination or expiration of Your On-Premise License, or this Agreement, You shall return the Software to RONEsoft and destroy all other Software copies in Your possession or control.
- e. Survival. Any provision in this Agreement which when reasonably read as intended to survive the termination of this Agreement shall survive, including without limitation, the disclaimer of warranties and limitations of liability.
10. DISPUTE RESOLUTION, WAIVER OF COLLECTIVE OR CLASS ACTION, CHOICE OF LAW, STATUTE OF LIMITATIONS, AND LANGUAGE
Any cause of action or claim arising out of or relating to this Agreement or the breach thereof, including without limitation, the validity, enforceability, or scope of this Agreement, shall be settled by binding arbitration pursuant to this Section 10 and the applicable rules of either J.A.M.S / Endispute or the National Arbitration Forum in effect at the time the claim is filed. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. In addition, You agree that any cause of action or claim will be arbitrated individually and that You will not consolidate or seek class treatment for any claims, unless previously agreed to in writing by You and RONEsoft. This Agreement shall be governed by the laws of (i) the State of California if primary Use of the Software occurs in any jurisdiction other than Canada, or (ii) the Province of Alberta if primary Use of the Software occurs in Canada, each without regard to the conflict of laws provisions thereof or to the United Nations 1980 conventions on the International Sale of Goods. The parties have expressly requested and required that this Agreement and all other related documents be drawn up in the English language. Les Parties conviennent et exigent expressément que ce Contrat et tous les documents qui s’y rapportent soient rédigés en anglais. ANY CLAIM OR CAUSE OF ACTION, REGARDLESS OF FORM, MUST BE BROUGHT NO MORE THAN ONE (1) YEAR AFTER IT AROSE, OTHERWISE THE CLAIM OR CAUSE OF ACTION SHALL BE BARRED, EXCEPT THAT THE FOREGOING LIMITATION AND THE ARBITRATION PROVISION SHALL NOT APPLY TO THE ENFORCEMENT BY RONESOFT OF YOUR PAYMENT OBLIGATIONS AND ANY RONESOFT INTELLECTUAL PROPERTY RIGHTS. THIS PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
a. If You receive notice of any claim that Your use of any part of the Software infringes any third party’s intellectual property right in a patent, copyright, or trade secret (an “Indemnity Claim”), RONEsoft shall defend and shall indemnify and hold You harmless by paying any resulting costs and damages finally awarded by a court with respect to any such Indemnity Claim provided that You:
- Notify RONEsoft in writing promptly upon becoming aware of the Indemnity Claim,
- At RONEsoft’s request and expense, give RONEsoft such information and assistance as is reasonable under the circumstances, and
- Give RONEsoft the right to settle the Indemnity Claim in RONEsoft’s sole discretion and at RONEsoft’s expense. b. This indemnification does not extend to any Indemnity Claim arising from the combination of the Software with other elements not under RONEsoft’s sole control, or arising from any part of the Software that You or a third-party modify, or that incorporates specifications, designs or formulas that You provide. If You are prevented from Using the Software because of an actual or claimed infringement, then at RONEsoft’s option, RONEsoft shall promptly either obtain for You the right to continue Using the affected part of the Software, replace or modify the affected part of the Software so that it becomes non-infringing, or if none of the foregoing alternatives are possible after RONEsoft exercises commercially reasonable efforts, You may terminate this Agreement and Your Service Plan, and RONEsoft shall ensure that: (1) If You acquire an On-Premise License, You receive a refund or credit for (i) the Service Plan fee You incurred to purchase or renew Your most recent Service Plan, and (ii) a pro rata portion of the On-Premise License fees You incurred for the purchase of Your initial On-Premise License and all upgrades, which pro rata portion will be determined on the basis of the remaining period of a useful life of (5) five years, where the five-year useful life begins on the date You purchase Your initial license. (2) If You acquired a Subscription License, You receive a refund of or credit for any prepaid but unused portion of the On-Premise Subscription License fees paid by You for the Software. THIS SECTION 11 SETS OUT RONESOFT’S ENTIRE FINANCIAL LIABILITY FOR ANY INDEMNITY CLAIM
12. AUDIT RIGHTS.
With or without prior notice, RONEsoft may audit Your Use of the Software to ensure that You comply with the terms and conditions of this Agreement. If an audit reveals that You have underpaid fees or owe fees to RONEsoft, RONEsoft will invoice You for the underpayment or amount due based on the RONEsoft price list in effect at the time the audit is completed.
13. FEE INCREASES.
RONEsoft may increase its license and other fees at any time without notice so fees due for new or additional Software license or subscription purchases may be more than a previous purchase. a. If You purchased a Subscription License, RONEsoft may not increase Subscription License fees more than once in any 12 month period following Your initial purchase by more than: (1) Ten percent (10%), or (2) The percentage increase in the unadjusted Consumer Price Index for All Urban Consumers (CPI-U) for the U.S. City Average for All Items, -=100 (as published by the United States Bureau of Labor Statistics) for the 12 months preceding the date a price increase is announced for Subscription Licensees generally, whichever is greater. RONEsoft will notify You of a price increase at least 60 days before the increase takes effect. b. You are responsible for providing RONEsoft with Your most current contact and billing information. You agree that, so long as Your Subscription License is active, RONEsoft may, monthly, automatically bill the same credit card or bank account You provide to RONEsoft.
14. RONESOFT ADVISOR—PRODUCT ENHANCEMENT PROGRAM
If You have not previously opted out of participating in RONEsoft’s Product Enhancement Program (“PEP”) You may automatically be enrolled in PEP when You install the Program. Through PEP, RONEsoft collects information on Your hardware and how You use and when You install the Program and its in-product Help and services. This information helps RONEsoft identify trends and usage patterns to improve the quality of the products and services RONEsoft offers.
15. AUTOMATIC UPDATES
The Software may contain automatic update technology, a feature used to provide Maintenance Software such as bug fixes, patches, enhanced functions, missing plug-ins, and new versions. This feature cannot be disabled. This feature will: (i) connect to RONEsoft or service provider computer systems over the Internet, (ii) use Internet protocols to recover standard computer information in order to determine whether Maintenance Software is required, and (iii) automatically download and install, or prompt You to download and/or install, current Maintenance Software. By installing the Software initially, You consent to the transmission of standard computer information and the automatic downloading and installation of Maintenance Software.
16. PROCESSING OF EU DATA.
To the extent the EU General Data Protection Regulation 2016/679 (the “GDPR”) governs RONEsoft’s processing or controlling of personal data, then the Data Processing Addendum posted at http://www.RONEsoft.com and which may be amended by RONEsoft from time to time, shall apply.
At all times during the term of this Agreement and Your Use of the Software, You hereby confirm that: (i) You shall conduct Your business in compliance with all sanctions laws, regulations and regimes imposed by relevant authorities, including but not limited to the Office of Foreign Assets Control (OFAC), the United Nations, the United Kingdom and the European Union; (ii) neither You nor any of Your Affiliates is named on any “denied persons list” (or equivalent targeted sanctions list) in violation of any such sanctions restrictions, laws, regulations or regimes, nor are You or any of Your Affiliates owned or controlled by a politically exposed person; and (iii) You have and shall maintain appropriate procedures and controls in place to ensure and be able to demonstrate Your compliance with this Section 17. You may not permit Your users to access or Use the Software in violation of any export restrictions in any jurisdictions or any sanctions law or regulation or in any Restricted Territories (as defined below). Such access and/or Use is not permitted by RONEsoft and shall constitute a material breach of this Agreement, and where RONEsoft is aware of or suspects You (or any of Your users) to be accessing, Using, permitting or otherwise facilitating such access and/or Use in any Restricted Territory in breach of such laws or regulations, RONEsoft may immediately suspend Your Use of the Software to the extent that RONEsoft considers necessary without prior notice, and RONEsoft shall promptly notify You of such suspension and investigate any potential breach. You shall promptly notify RONEsoft if You have violated, or if a third party alleges that You have violated, this Section 17. If RONEsoft has grounds to suspect that You are accessing and/or Using the Software in violation of this Section 17, You shall provide RONEsoft with full cooperation and assistance in respect of such access and/or Use of the Software and in respect of Your compliance with this Section 17.
You shall indemnify RONEsoft and its Affiliates against any claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) because of Your (or Your users’) breach of this Section 17. As used in this Section 17, “Restricted Territories” means (i) Cuba, Iran, Sudan, North Korea, Syria and the territory of Crimea / Sevastopol, and (ii) any other country or territory that is subject to sanctions by the United Kingdom, the European Union, the United States, or the United Nations.
18. ENTIRE AGREEMENT AND SEVERABILITY
This Agreement represents the complete and exclusive understanding between You and RONEsoft regarding the Program and Your Service Plan and supersedes any prior purchase order, confirmation, advertising, representation, or other communication. This Agreement may not be modified except by a written agreement signed by You and an authorized RONEsoft representative. If any provision of this Agreement is found to be void, invalid, or unenforceable, it shall be severed from and shall not affect the remainder of this Agreement, which shall remain valid and enforceable. Any such severed provision shall be replaced with a similar provision which conforms to applicable law and embodies as closely as possible the original intent of the parties.
You hereby give RONEsoft permission to send You information regarding RONEsoft products and services by various delivery methods, including social media and email.