pc/MRP Terms and Conditions

End User License Agreement 2021

NOTICE TO USER:

THIS IS A CONTRACT. BY INDICATING YOUR ACCEPTANCE BELOW, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. This Software Arts, Inc. ("Licensor") End User License Agreement (the "Agreement") accompanies a Software Arts, Inc. software product ("Software") and related explanatory written materials ("Documentation"). You ("Licensee") must read this Agreement carefully before indicating acceptance at the end of the text of this Agreement. If you do not agree with the terms and conditions of this Agreement, decline where instructed, and you will not be able to use the Software.

Software Arts, Inc. grants to you a nonexclusive license to use the Software and Documentation, provided that you agree to the following:

1. Use of the Software.

You may install and use the Software on a single company accessed network. Your use of the software and content is entirely at your own risk. Except as described in this agreement, the software is provided “as is.” To the maximum extent permitted by applicable law, Software Arts, Inc., its affiliates, and its third party providers, licensors, distributors or suppliers (collectively, “suppliers”) disclaim all warranties, express or implied, including any warranty that the software is fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality or content in or linked to the software.

Software Arts, Inc. and its affiliates and suppliers do not warrant that the software is secure, free from bugs, viruses, interruption, errors, theft or destruction. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of purchase or delivery of the services, whichever is sooner.

2. Copyright.

The Software is owned by the Software Arts, Inc., and its structure, organization and code are the valuable trade secrets of Software Arts, Inc. The Software is also protected by United States Copyright Law and International Treaty provisions. You must treat the Software just as you would any other copyrighted material. You may not copy the Software in any form. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. Except as stated above, this Agreement does not grant you any intellectual property rights in the Software.

3. Warranty.

Your use of the software and content is entirely at your own risk. Except as described in this agreement, the software is provided “as is.” To the maximum extent permitted by applicable law, Software Arts, Inc, its affiliates, and its third party providers, licensors, distributors or suppliers (collectively, “suppliers”) disclaim all warranties, express or implied, including any warranty that the software is fit for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or the accuracy, reliability, quality or content in or linked to the software. Intuit and its affiliates and suppliers do not warrant that the software is secure, free from bugs, viruses, interruption, errors, theft or destruction. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of purchase or delivery of the services, whichever is sooner.

4. Transfer & Termination of Use.

You may not rent, lease, sublicense or lend the Software. You may, however, transfer all your rights to use the Software to another person or legal entity provided (i) that you transfer this Agreement, the Software, and the Documentation to such person or entity, (ii) that you retain no copies, including copies stored on a computer, (iii) that the receiving party accept to be bound by the terms and conditions of this Agreement, and (iv) that Software Arts, Inc. is notified of the transfer of rights.

Software Arts may, in its sole discretion and without notice, restrict, deny, terminate technical support for their products due to failure to pay or failure to purchase a Technical Support Contract.

5. Governing Law and General Provisions.

This Agreement will be governed by the laws in force in the State of California excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. This Agreement shall automatically terminate upon failure by you to comply with its terms. This Agreement may only be modified in writing signed by an authorized officer of Software Arts, Inc.

6. Limitation of Liability and Indemnity.

To the maximum extent permitted by applicable law, the entire liability of Software Arts, Inc., its affiliates and suppliers for all claims relating to this agreement shall be limited to the amount you paid for the software during the twelve (12) months prior to such claim. Subject to applicable law, Software Arts, Inc., its affiliates and suppliers are not liable for any of the following: (a) indirect, special, incidental, punitive or consequential damages; (b) damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet Software Arts, Inc. Systems requirements. The above limitations apply even if Software Arts, Inc. and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of Software Arts, Inc., its affiliates and your exclusive remedy with respect to the software and its use. You agree to indemnify and hold Software Arts, Inc. and its affiliates and suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the software or breach of this agreement (collectively referred to as “claims”). Software Arts, Inc. Reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Software Arts, Inc. in the defense of any claims.

8. Disputes.

Any dispute or claim relating in any way to the software art's software or this agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply California law to all other matters. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. We each agree that any and all disputes must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. By entering into this agreement and agreeing to arbitration, you agree that you and software arts are each waiving the right to file a lawsuit and the right to a trial by jury. In addition, you agree to waive the right to participate in a class action or litigate on a class-wide basis. You agree that you have expressly and knowingly waived these rights.

All Arbitration proceedings shall be filed and be held in Santa Clara County California. The decision of the arbitrator shall be final and not appealable.

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Software Arts, Inc.

6830 Via Del Oro, Suite 109

San Jose, CA 95119-1353.