Terms of Service

SOFTWARE LICENSE AGREEMENT

This Software License Agreement (this “Agreement”) is made effective by and between Scott Gibbens Group, LLC (the “Software Provider”), of 6817 Main Street, Red Creek, New York 13143, and End User.

1. DEFINITIONS.

a) “Software” means one end user account for Rate Remover Software.

(b) “Activation” means adding a new end user account for END USER.

(c) “Use” means general business use. 

(d) “END USER” is the business or individual using the Software.

2. GRANT OF RIGHTS. Software Provider hereby grants to END USER a nonexclusive license to activate and provide use for their Business.

3. LICENSE TERM. This License is effective on the date of activation and the license granted to the Software remains in force until END USER stops using the Software or until Software Provider terminates this License because of END USER’s failure to comply with any of its terms and conditions.

4. LICENSE FEE. END USER agrees to pay Software Provider a monthly fee of $39.00 per license.

5. TERMINATION. Software Provider shall have the right to immediately terminate this License if END USER fails to perform any obligation required of END USER under this License or if END USER becomes bankrupt or insolvent.

6. TITLE TO SOFTWARE. Software Provider retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.

7. MODIFICATIONS AND ENHANCEMENTS. END USER will make no efforts to reverse engineer the Software, or make any modifications or enhancements without Software Provider’s express written consent.

8. WARRANTY LIMITATIONS. THE SOFTWARE IS PROVIDED “AS IS.” SOFTWARE PROVIDER DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

9. REMEDY LIMITATIONS. Software Provider’s entire liability and Software Provider’s sole and exclusive remedy for breach of the foregoing warranty shall be Software Provider’s option to either:

– return to END USER the license fee for the period in which the Software did not perform according to this warranty, or

– repair the defects or replace the Software.

10. DAMAGE LIMITATIONS. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, AND SOFTWARE PROVIDER’S LIABILITY TO END USER FOR ANY OTHER DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT WHETHER IN CONTRACT, TORT, OR OTHERWISE WILL BE LIMITED TO THE AMOUNT RECEIVED BY SOFTWARE PROVIDER FROM END USER AS COMPENSATION FOR THE SOFTWARE DURING THE 0 MONTH PERIOD IMMEDIATELY PRIOR TO THE TIME SUCH CLAIM AROSE.

11. CONFIDENTIALITY. END USER will treat the Software as a trade secret and proprietary know-how belonging to Software Provider that is being made available to END USER in confidence. END USER agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information.

12. ARBITRATION. The parties agree to submit any dispute under this License to binding arbitration under the rules of the American Arbitration Association in the following location: Wayne County. Judgement upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.

13. ATTORNEY FEES. If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.

14. GENERAL PROVISIONS.

(a) Complete Agreement: This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein by reference, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.
  
(b) Modifications: Modifications and amendments to this Agreement, including any exhibit, schedule or attachment hereto, shall be enforceable only if in writing and signed by authorized representatives of both parties.
 

(c) Applicable law: This License will be governed by the laws of the State of New York.
 
(d) Notices: All notices and other communications given in connection with this License shall be in writing and shall be deemed given as follows:

– When delivered personally to the recipient’s address as appearing in the introductory paragraph to this License;

– Three days after being deposited in the United States mail, postage prepaid to the recipient’s address as appearing in the introductory paragraph to this License; or

– When sent by fax or telex to the last fax or telex number of the recipient known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail or the recipient delivers a written confirmation of receipt.

Any party may change its address appearing in the introductory paragraph to this License by given notice of the change in accordance with this paragraph.
 
(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise between the parties.

15. ASSIGNMENT. The rights conferred by this License shall not be assignable by the END USER without Software Provider’s prior written consent. Software Provider may impose a reasonable license fee on any such assignment. 

SOFTWARE PROVIDER: Scott Gibbens Group, LLC