license agreement

THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND FI-SOFT, LLC (hereafter “Fi-Soft”). BY CLICKING THE “I ACCEPT” BUTTON, YOU CERTIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS AS OUTLINED IN THIS “BUSINESS PORTAL – SOFTWARE LICENSE AGREEMENT” hereafter “the Agreement.”

1. Conditions Precedent:

Client acknowledges that executing this Agreement is a condition precedent to Fi-Soft’s willingness to enter into a business relationship with Client and, but for Client’s willingness to execute this Agreement, Fi-Soft would not enter into or continue forward a business relationship with Client.

2. Definitions:

(a)“Software”: Software is defined as the Fi-Soft computer program with which this Software License Agreement is included and any add-ons, modules, separate fee services, updates or maintenance thereto. (b)“Representatives”: Fi-Soft’s Representatives includes its subsidiaries, affiliates, licensors, participating financial institutions, third party content or service providers, distributors, dealers or suppliers.

3. Scope of Agreement:

This Agreement applies to the single-user and multi-user license and other branded or customized versions unless otherwise agreed. This Agreement shall govern any services or content related to the Software, unless such services or content are subject to a separate written agreement between you and Fi-Soft, or its Representatives. However, the limitations of liability and disclaimers of warranties in this Agreement shall apply to Fi-Soft and its Representatives. This agreement does not limit any rights that Fi-Soft may have under trade secret, copyright, patent, trademark or other applicable law.

4. Liability Restriction:

This Agreement sets forth Fi-Soft’s and its Representative’s entire liability and your exclusive remedies with respect to the Software.

5. Use of the Software:

Do not use this Software until you have carefully read the following Agreement. This Agreement sets fort the terms and conditions for licensing of the Software from Fi-Soft to you. Using the Software indicates that you have read and understand this Agreement, any other agreements incorporated by reference into this Agreement, and accept all terms and conditions.

6. Refusal to Agree with Agreement:

If you purchased a license for the Software from a third party entity or directly from Fi-Soft or other Fi-Soft-authorized distribution channel, and do not agree with this Agreement or any other agreements incorporated by reference into this Agreement, promptly return the Software and accompanying items to the entity of purchase, or as provided below, within thirty (30) days of purchase with a dated receipt for a full refund.

7. License:

If you purchased a full, single-user or multi-user license of this Software, or a single-user add-on pack license of the Software, you are granted a limited non-exclusive license to use the Software on purchaser’s computer(s) equal to the number of licenses purchased.

8. Inappropriate Use:

The Software, including any programs and other services, provided by Fi-Soft, can transmit or be made to transmit types of information that may be protected by federal, state, and local laws, including but not limited to HIPAA, ERISA, FCRA and other existing or upcoming statutes and laws. Some of this risk is without the ability to be reduced or mitigated. The products, programs, and services provided by Fi-Soft, including any fee based programs including but not limited to email and interchange modules, are NOT designed for use in such high information regulation areas. As such, you understand that by using and agreeing to use the products, programs, and services provided by Fi-Soft, you alone take full responsibility to understand and protect inappropriate or illegal information from transfer in alignment with current or future laws, legislation, and statutes. For more information on the types and risks associated with the use of Fi-Soft’s products, programs, and services in connection with the transfer of information, please see the “Agreement to Release and Waive Liability for Inadvertent or Accidental Disclosure of Confidential Information,” which is incorporated in its entirety into this Agreement.

9. Required Registration:

Registration of the Software with Fi-Soft after the approximate amount of time specified in the Software or in the materials accompanying the Software and in accordance with Fi-Soft ‘s then-current privacy policies is required.

10. Sharing Registrations:

Enabling others to use your registration code(s), key code(s) or serial number(s), if any, is strictly prohibited. It is also prohibited to give copies to a person who has not purchased the appropriate license for the Software from Fi-Soft; to disclose interfaces to the Software, to install the Software on computers used by individuals who have not purchased the appropriate licenses for the Software from Fi-Soft; or to duplicate or distribute the Software by any other means including electronic transmission.

11. Networking:

You may not network the Software, except that you may network your company data file. You may not copy or modify the Software in whole or part, or use trade secret information contained in the Software, to develop software to interface with the Software, except as permitted in license(s) you may have secured from Fi-Soft.

12. Notice of Termination:

This Agreement may be terminated by Fi-Soft immediately and without notice if you fail to comply with any term or condition of this Agreement.

13. Required Actions Upon Termination:

Upon such termination, you must immediately destroy all complete and partial copies of the Software, including all backup copies.

14. “Sunset” Policy:

This Software is subject to a Fi-Soft sunset or discontinuation policy (“Sunset Policy”) and Fi-Soft reserves the right to discontinue all support for the Software, and/or for any features, services or content accessible through the Software in accordance with such Sunset Policy.

15. Right to Modify and/or Change Terms:

From time to time, Fi-Soft may change the terms and conditions of this Agreement or the Sunset Policy. Fi-Soft will notify you of any such change. For the latest version of this Agreement or the Sunset Policy, go to www.fi-soft.com, or such other site designated by Fi-Soft. Your continued use of the Software will indicate your agreement to the change.

16. Authority to Modify and/or Change Agreement:

The Representatives of Fi-Soft are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Fi-Soft, other than in writing signed by an officer of Fi-Soft . Accordingly, such additional statements are not binding on Fi-Soft and you should not rely upon such statements.

17. Agreement to Release and Waive Liability for Disclosure of Confidential Information:

Fi-Soft’s products and services can and do involve the integration, usage, and distribution of Confidential Information between You, Fi-Soft, and Third Parties via computers, software, internet, and other means of transfer. Fi-Soft, even through best efforts, can not guarantee that your or your client’s Confidential Information will not be disclosed inadvertently or otherwise to Third Parties. As a result and in pursuance of this purpose, you agree to the following subsections:
(a)Confidential Information: For the purpose of this Section, Confidential Information shall be defined as any information disclosed by Fi-Soft, including but not limited to information disclosed through Fi-Soft’s software, products, programs, customers, distributors, or employees, either directly or indirectly, in writing, orally, or by electronic means. The Confidential Information shall include, but is specifically not limited to, any and all of your or your client’s employee information, business information, account information, customer information, tax identification numbers or any other identification numbers, trade secrets, customer and vendor lists, the identity of contact person(s) for customers and vendors, customer requirements, information relating to customers’ planned or existing computer and security systems, system architecture, including computer hardware, computer software, source code, object code, documentation, methods of processing and operational methods, product and services descriptions, pricing techniques, patents, computer software, designs, drawings, specifications, techniques, ideas, discoveries, models, product strategies, marketing, product designs, and information concerning how products and services are administered and managed, ideas and other information relative to your or your client’s products, services, and systems, including but not limited to security system design, applications and marketing, and confidential information of Third Parties, your or your client’s customers, and any information designated as Confidential by you or your clients.
(b)Third Parties: For the purposes of this Section, Third Parties shall be defined as any party other than Fi-Soft and the Client. This may include, but in no way is limited to, Client’s customers, government agencies and personnel, and all other entities and persons.
(c)Nature of Activity, Risks and Release: You are aware that there is inherent risk in the software and software integration industry, some of which is and is not capable of mitigation or elimination. You are fully aware that Confidential Data may be disclosed to Third Parties through accidental, fraudulent, legal and illegal methods. Further, you understand that integration of software into multiple systems may create system security issues, exacerbating or creating new problems keeping Confidential Information secure. The products, programs, and services provided by Fi-Soft can transmit or be made to transmit types of information that may be protected by federal, state, and local statutes, including but not limited to HIPAA, ERISA, FCRA and other existing or upcoming statutes and laws. With the understanding of the risks, you fully release Fi-Soft from any liability from such disclosure or arising from such disclosure of Confidential Information as is outlined in this Agreement, whether disclosure is voluntary, involuntary, accidental, or otherwise.

18. Exclusive Remedies:

If you are dissatisfied with this Software in any manner, including the Software itself or any foreseeable or unforeseeable results of the Software’s installation and use, Fi-Soft’s entire liability and your exclusive remedy shall be either: (a)if you purchased the Software through a reseller or directly from Fi-Soft or other Fi-Soft-authorized distribution channel, delete the Software from your computer(s) and: (1) Within thirty (30) days of purchase, provide written notification to the reseller where the Software was purchased with a dated receipt for a full refund. (If the reseller is unable to issue a refund, then you must notify Fi-Soft in writing with a dated receipt within thirty (30) days of purchase to “Fi-Soft Returns Department, 8765 Spring Cypress, Suite L-146, Spring, Texas 77379” for such refund); or (2) If you purchased the Software by downloading it to your computer from Fi-Soft or a Fi-Soft -authorized site, and the Software did not install properly, contact Fi-Soft or the Fi-Soft – authorized site for a replacement copy.

19. DISCLAIMER OF WARRANTY:

THIS SOFTWARE AND ANY RELATED SERVICES OR CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED “AS-IS.” FI-SOFT DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SOFTWARE, RELATED MATERIALS AND ANY SUCH SERVICES OR CONTENT, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR SECURITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT.

20. Disclaimer of Warranty against Viruses and Internet Accessibility:

Fi-Soft does not warrant that the Software or any related services or content is free from bugs, viruses, errors, or other program limitations nor does Fi-Soft warrant access to the internet or to any other service or content or data through the Software or to the data entered into the trial version of the Software after the specified period of time for allowed use. In states restricting limitations on implied warranties, Fi-Soft limits such warranty to the maximum extent allowed.

21. Disclaimer of Professional Services:

This product, Fi-Soft, and its representatives are not engaged in rendering legal, accounting or other professional services. Should you require such services, please seek the services of a competent provider.

22. Disclaimer of Legal Compliance:

FI-SOFT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY STATE, FEDERAL, OR INTERNATIONAL LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SOFTWARE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.

23. Limitation of Liability and Damages:

THE ENTIRE LIABILITY OF FI-SOFT AND ITS REPRESENTATIVES FOR ANY REASON SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE SOFTWARE OR $100.00, WHICHEVER IS GREATER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FI-SOFT AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS (“REPRESENTATIVES”) ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO: DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR INVESTMENT, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF FI-SOFT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FI-SOFT AND YOU. FI-SOFT WOULD NOT BE ABLE TO HAVE PROVIDED THIS SOFTWARE OR SERVICES WITHOUT SUCH LIMITATIONS.

24. Severability:

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective, valid and enforceable under applicable law, but if any provision of this Agreement shall be prohibited by, or invalid or unenforceable under, applicable law, then (a) the Parties agree that they will amend such provisions by the minimal amount necessary to bring such provisions within the ambit of enforceability, and (b) the court may, at the request of either Party, revise, reform or reconstruct such provisions in a manner sufficient to cause them to be enforceable. In no event shall any prohibition against, or the invalidity or unenforceability of, any provision hereof affect the validity or enforceability of any other provision hereof.

25. Governing Law; Forum Selection:

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas, without regard to conflicts of law principles. Venue for any litigation between the Parties with respect to the subject matter of this Agreement shall be Harris County, Texas. This Agreement is deemed entered into in Spring, Texas, and shall be construed as to its fair meaning and not strictly for or against either party. Each Party hereby irrevocably submits to personal jurisdiction in Texas, and hereby waives all objections to personal jurisdiction in Texas and venue in Harris County for purposes of any litigation relating to this Agreement.

26. Third Party Agreements:

The use by you of any services or content accessible through the Software may be subject to your acceptance of separate agreements with FI-SOFT or third parties.

27. Trademarks:

Fi-Soft, and the Fi-Soft logo, among others, are registered trademarks and/or registered service marks of Fi-Soft in the United States and other countries. Fi-Soft.com, along with the other registered trademarks and/or registered service marks of Fi-Soft, are entitled to the protections of United States and other countries’ laws, and Fi-Soft reserves the right to pursue legal action if necessary against any misuse. Other parties’ trademarks or service marks are the property of their respective owners and should be treated as such.

28. Incorporation by Reference:

The following documents and/or agreements are hereby incorporated in their entirety into this Agreement.
(a)Privacy Policy: Fi-Soft’s Privacy Policy is hereby incorporated by reference as if set out in full and made applicable in its entirety to this contract. You agree and understand that you are bound by the terms of Fi-Soft’s Privacy Policy. You may obtain a copy of Fi-Soft’s Privacy Policy by going to www.fi-soft.com or by requesting a copy from Fi-Soft’s corporate address, 8765 Spring Cypress, Suite L-146, Spring, Texas 77379

29. Entire Agreement:

Except for any document and/or agreement specifically listed above in the section titled “Incorporation by Reference,” this Agreement constitutes the complete agreement between the Parties with respect to the subject matter hereof, and no verbal or other statements, inducements or representations have been made to or relied upon by either Party. This Agreement may not be changed orally but only by written documents signed by the Party against whom enforcement of any modification, amendment, extension or discharge is sought. Failure on the part of a Party in any one or more instances to enforce any of its rights which arise in connection with this Agreement, or to insist upon the strict performance of any of the terms, conditions or covenants of this Agreement, shall not be construed as a waiver or relinquishment for the future of any such rights, terms, conditions or covenants. No waiver of any provision of this Agreement shall be valid unless it is in writing, and executed by the Party against whom such waiver is sought to be enforced. Any valid waiver shall be effective only for the purposes expressly set forth therein. Pursuit of injunctive or other relief shall not preclude pursuit of any other right or remedy available to Fi-Soft hereunder or at law or in equity, nor shall pursuit of any remedy constitute a forfeiture or waiver of any damages accruing by reason of the violation of any of the terms and provisions hereof.

30. Binding Effect:

This Agreement shall be binding on and inure to the benefit of the Parties and their respective successors and assigns as permitted hereunder.

31. No Assignment or Delegation:

Client may not assign any of its rights or delegate any of its obligations hereunder except upon the prior written consent of Fi-Soft.

32. Attorney’s Fees:

If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing Party shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding in addition to any remedies to which it may be entitled at law or equity.

33. Section Headings:

Section headings used in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement.

34. Multiple Counterparts:

This Agreement may be executed in multiple counterparts, each of which shall be an original, and all of which together shall constitute but one and the same instrument. Client acknowledges by Client’s signature below that he/she has read this Agreement in its entirety and has received a fully executed, duplicate original.

35. Acknowledgment And Understanding:

Client agrees they have read this Agreement and fully understand its terms. Client knows, understands and appreciates the risks associated and voluntarily enters this agreement. In doing so, Client assumes all of the risks. Client has been able to ask questions regarding any concerns they might have and has had those questions answered to their satisfaction. Client acknowledges that they are signing this Agreement freely and voluntarily.

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