TMS Software License Agreement

IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. COMPUTER SYSTEMS INT’L INC. IS WILLING TO LICENSE THE SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE (REFERENCED BELOW AS “YOU” OR “YOUR”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND COMPUTER SYSTEMS INT’L INC. BY USING THIS PACKAGE, OR LOADING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, INDICATE REFUSAL, MAKE NO FURTHER USE OF THE SOFTWARE AND CONTACT COMPUTER SYSTEMS INT’L INC.CUSTOMER SERVICE FOR INFORMATION ON HOW TO OBTAIN A REFUND OF THE MONEY YOU PAID FOR THE SOFTWARE (LESS SHIPPING, HANDLING, AND ANY APPLICABLE TAXES) AT ANY TIME DURING THE TEN (10) DAY PERIOD FOLLOWING THE DATE OF PURCHASE ONLY IF PASSWORD THAT USES YOUR SYSTEM KEYCODE IS NOT PROVIDED, AFTER SUCH NO REFUND IS ALLOWED. IF REFUND IS REQUESTED, YOU MUST RETURN THE COMPLETE PRODUCT IMMEDIATELY (ORIGINAL SOFTWARE MEDIA & DOCUMENTATION) TOGETHER WITH YOUR RECEIPT, TO COMPUTER SYSTEMS INT'L INC. OR AN AUTHORIZED DEALER, POSTAGE PREPAID, FOR A FULL REFUND. NO REFUND IS ALLOWED IF ORIGINAL PRODUCT IS NOT RECEIVED WITHIN THE TWENTY (20) DAY PERIOD FOLLOWING THE DATE OF PURCHASE. 

License:

The software and documentation that accompanies this license (collectively the “Software”) is the property of COMPUTER SYSTEMS INT’L INC., or its licensors, and is protected by copyright law. While COMPUTER SYSTEMS INT’L INC. continues to own the Software, You will have certain rights to use the Software after Your acceptance of this license. This license governs any releases, revisions, or enhancements to the Software that COMPUTER SYSTEMS INT’L INC. may furnish to you. Except as may be modified by a COMPUTER SYSTEMS INT’L INC. license certificate, license coupon, or license key (each a “License Module”) that accompanies, precedes, or follows this license, Your rights and obligations with respect to the use of this Software are as follows.

You may:

1. Use one copy of the Software on a single computer. If a License Module accompanies, precedes, or follows this license, you may make the number of copies of the Software licensed to you by COMPUTER SYSTEMS INT’L INC .as provided in Your License Module. Your License Module shall constitute proof of your right to make such copies;
2. Make one copy of the Software for archival purposes, or copy the Software onto the hard disk of your computer and retain the original for archival purposes;
3. Use the Software on a network, provided that you have a licensed copy of the Software for each computer that can access the Software over that network;
4. You may not transfer the software license to any other person or entity without written permission from CSI, which is subject to Transfer Of License fee, provided that You retain no copies of the Software and the transferee agrees to the terms of this license; and
5. Use the Software in accordance with any additional permitted uses set forth below.

You may not:

1. Copy the printed documentation that accompanies the Software;
2. Sublicense, rent, or lease any portion of the Software; reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software;
3. Use the Software as part of a facility management, timesharing, service provider, or service bureau arrangement;
4. Use a previous version or copy of the Software after you have received a disk replacement set or an upgraded version. Upon upgrading the Software, all copies of the prior version must be destroyed;
5. Use a later version of the Software than is provided herewith unless you have purchased upgrade insurance or have otherwise separately acquired the right to use such later version;
6. Use, if You received the software distributed on media containing multiple COMPUTER SYSTEMS INT’L INC. products, any COMPUTER SYSTEMS INT’L INC .software on the media for which You have not received a permission in a License Module;
7. Use the Software in any manner not authorized by this license; nor
8. Use the Software in any manner that contradicts any additional restrictions set forth below.
9. Content Updates:

Certain Software utilize content that is updated from time to time. You shall have the right to obtain Content Updates for any period for which you have purchased maintenance, except for those Content Updates that COMPUTER SYSTEMS INT’L INC. elects to make available by separate paid subscription, or for any period for which you have otherwise separately acquired the right to obtain Content Updates. COMPUTER SYSTEMS INT’L INC. reserves the right to designate specified Content Updates as requiring purchase of a separate subscription at any time and without notice to You; provided, however, that if You purchase maintenance hereunder that includes particular Content Updates on the date of purchase, You will not have to pay an additional fee to continue receiving such Content Updates through the term of such maintenance even if COMPUTER SYSTEMS INT’L INC .designates such Content Updates as requiring separate purchase. This License does not otherwise permit the Licensee to obtain and use Content Updates. 

Product Installations and Required Activation:

There are technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that COMPUTER SYSTEMS INT’L INC. may use these measures to protect COMPUTER SYSTEMS INT’L INC .against software piracy. This Software may contain enforcement technology that limits the ability to install and uninstall the Software on a machine to not more than a finite number of times for a finite number of machines. This License and the Software containing enforcement technology require activation as further set forth during installation and in the Documentation. The Software will only operate for a finite period of time prior to Software activation by you. During activation, you will provide your unique product key accompanying the Software and PC configuration in the form of an alphanumeric code over the Internet to verify the authenticity of the Software. If you do not complete the activation within the finite period of time set forth in the Documentation, or as prompted by the Software, the Software will cease to function until activation is complete, which will restore Software functionality. In the event you are not able to activate the Software over the Internet, or through any other method specified during the activation process, you may contact COMPUTER SYSTEMS INT’L INC. Customer Support using the information provided by COMPUTER SYSTEMS INT’L INC .during activation, or as may be set forth in the Documentation.

Limited Warranty:

COMPUTER SYSTEMS INT’L INC warrants that the media on which the Software is distributed will be free from defects for a period of sixty (60) days from the date of delivery of the Software to You. Your sole remedy in the event of a breach of this warranty will be that COMPUTER SYSTEMS INT’L INC will, at its option, replace any defective media returned to COMPUTER SYSTEMS INT’L INC. within the warranty period or refund the money you paid for the Software. COMPUTER SYSTEMS INT’L INC. does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free. If your system is equipped with VeriFone software, CSI does not warrant VeriFone software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free or any related problem with the payment processor that is used with VeriFone.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.

Disclaimer of Damages:

SOME STATES AND COUNTRIES, INCLUDING MEMBER COUNTRIES OF THE EUROPEAN ECONOMIC AREA, DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE BELOW LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL COMPUTER SYSTEMS INT’L INC.OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF COMPUTER SYSTEMS INT’L INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO CASE SHALL COMPUTER SYSTEMS INT’L INC.'S OR ITS LICENSORS' LIABILITY EXCEEDS THE PURCHASE PRICE FOR THE SOFTWARE. The disclaimers and limitations set forth above will apply regardless of whether you accept the Software.

Export Regulation:

The Software and its related documentation, including technical data, may not be exported or re-exported in violation of the U.S./Canada Export Administration Act, its implementing laws and regulations, the laws and regulations of other U.S. agencies, or the export and import laws of the jurisdiction in which the Software was obtained. Export to any individual, entity, or country specifically designated by applicable law is strictly prohibited

General:

If you are located in North America or Latin America, the laws of the Province of Ontario, Canada will govern this Agreement. Otherwise, the laws of England and Wales will govern this Agreement. This Agreement and any related License Module is the entire agreement between You and COMPUTER SYSTEMS INT’L INC. relating to the Software and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communications between the parties. This Agreement shall terminate upon Your breach of any term contained herein and You shall cease use of and destroy all copies of the Software. This Agreement may only be modified by a License Module that accompanies this license or by a written document that has been signed by both You and COMPUTER SYSTEMS INT’L INC.. Should You have any questions concerning this Agreement, or if You desire to contact COMPUTER SYSTEMS INT’L INC. for any reason, please write to: COMPUTER SYSTEMS INT’L INC. Customer Service, 4789 Yonge St, SUite 201, North York, Ont M2N0G3, Canada Tel: 416-497-0370, or by email at support@computersystemsint.com