End User License Agreement - FluentBooks

SOFTWARE LICENSE FOR FLUENTPRO SOFTWARE PRODUCTS FROM FLUENTPRO SOFTWARE CORPORATION

THIS EULA IS VALID FOR PERPETUAL LICENSES ONLY SOLD BEFORE MARCH 1ST 2016; FOR ALL SUBSCRIPTION PRODUCTS PLEASE REFERENCE TO FLUENTPRO MSA.

By downloading, installing or using this Software, you agree to these terms and conditions. If you do not agree to the terms and conditions set forth below, do not download, install, access or use the Software. If you have already obtained this Software and do not agree to these terms, you should immediately return the software unused and uninstalled for a full refund.

IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this EULA as ("Licensee") and the Licensor (as specified below) for the FluentPro Software products, including any associated media, printed materials and electronic documentation for which you have purchased a license (the "Software"). The Software also includes any Software updates, add-on components, web services and/or supplements that “FLUENTPRO SOFTWARE CORPORATION” (“Licensor”) may provide to Licensee that relates to or is for use with the Software, including any provided pursuant to Software Assurance (as defined below), unless such items are accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software, Licensee agrees to be bound by the terms of this EULA. Licensor is unwilling to license the Software on any terms other than the terms set forth in this EULA.

Products covered with this EULA:
FluentPro FluentBooks for Project Server 2010 (All editions)
FluentPro FluentBooks for Project Server 2013 (All editions)
Add-ons to FluentPro FluentBooks for Project Server 2010
Add-ons to FluentPro FluentBooks for Project Server 2013

1. License Grant.
Subject to this EULA, Licensor grants to Licensee the non-exclusive and non-transferable license to install, use and operate the Software for Licensee’s own internal business. Licensee may provide access to the Software for up to the maximum number of users and/or to a set of PWA’s as defined by License that the Licensee has purchased. As used in this Agreement, “PWA” is a single Microsoft Project Server 2013 / Project Server 2013 / Microsoft Project Online Project Web Application that products can connect to; “Farm” is a single Microsoft Project Server 2010 / SharePoint 2010 and/or Microsoft Project Server 2013 / SharePoint 2013 farm that may contain multiple Servers and multiple PWAs; “Activation” is a process of the License Request from Licensor’s Servers in order to activate a license for the product. Licensee is responsible for the acts or omissions of all persons that Licensee permits to use the Software.

2. Limited Warranty.
Licensor warrants that the Software will perform substantially in accordance with the accompanying materials for a period of 15 days from the date of receipt (the “Limited Warranty”). Any supplements, updates or upgrades to the Software, including without limitation, any provided to Licensee pursuant to Software Assurance (as defined below) after the expiration of the 15 day period are not covered with any warranty or condition, express, implied or statutory. The Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. THE LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES BY Licensor. EXCEPT AS EXPRESSLY STATED HEREIN, Licensor DISCLAIMS ALL THE EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABLE QUALITY OR MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FORPARTICULAR PURPOSE.

3. Exclusive Remedy.
Licensor entire liability and Licensee’s exclusive remedy for any breach of the foregoing warranty shall be, at Licensor option from time to time exercised subject to applicable law, (a) return of any license fees paid by Licensee for the Software, and/or (b) repair or replacement of the Software that does not meet the Limited Warranty. Any replacement Software will be warranted for the remainder of the original warranty period or ten (10) days, whichever is longer.

4. Limitations and Reservation of Rights.
Licensee may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. This EULA does not grant Licensee any rights in connection with any trademarks or service marks of Licensor. Licensee may not rent, lease, or lend, distribute and re-distribute the Software to third parties. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in a Purchase Order, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes during the subscription term and for the exclusive use of Your Users, (iv) reverse engineer, decompile, or disassemble the Services, or (v) access the Services and / or Software Products in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services

5. Intellectual Property Rights.
All title and intellectual property rights in and to the Software are reserved. The Software is protected by applicable copyright or other intellectual property laws and treaties. The Software is licensed, not sold. 

6. Damage Exclusion.
Licensor shall not be liable for any incidental, special, punitive or consequential damages, including, without limitation, lost revenue, lost profits or lost or inaccurate data under any circumstances. Under no circumstance may Licensor and its licensors, dealers, distributors or resellers be liable in the aggregate for more than the license fee paid for this Software.

7. Software Assurance.
Purchase of a license for the Software product includes a Software Assurance package (“Software Assurance”) covering one-year period starting from the License purchase date. Thereafter, Licensee may, at its option renew Software Assurance on an annual basis; provided, that Licensee pays the Software Assurance Fee (as defined below) for the applicable period. The terms set forth in Sections 9 to 12 shall apply to Software Assurance.

Software Assurance includes:
- Error Correction
- Minor releases of the software product for the same platform
- Major releases of the software product for the same platform
- Support Services for the software product
- Additional activations for the software product for the same platform

8. Definitions Relevant to Software Assurance.
Capitalized terms used herein shall have the meanings set forth below:
a) “Error” is a Software function or operation that is materially inconsistent with the functionality stated in the product documentation.
b) “Major Release” means significant enhancement, new functionality or new Software and accompanying documentation designed to enhance and / or improve the Software.
c) “Version” means correction of errors, enhancement of the Software and accompanying documentation designed to correct errors or improve the Software.
d) “Support Contact” means the authorized individual(s) registered with Licensor Support Team with whom Licensor may communicate when providing Support Services. The Support Contact may be Licensee (if an individual) or an employee or consultant of Licensee. The Support Contact shall be generally knowledgeable about the technical aspects of the use of the Software and the operating environment.
e) “Platform” means the version of Project Server or Microsoft Project Online.
f) “Support Services” means access to Support Contacts, product knowledgebase and support system by submitting a ticket or sending email in order to receive answers for the questions and issues related to use of products.


9. Software Error Correction.
a) Correction of Errors. Licensor will use reasonable efforts to correct reproducible Errors in the Software when reported to Licensor in accordance with reporting procedures that Licensor may issue from time to time. Licensor may modify the Software, may provide a “work-around” consisting of programming and operating instructions, may edit or alter the Software or may take other corrective steps. Licensor may respond to reported Errors by e-mail, phone, mail or fax. An e-mail or mail response may include Software patches or replacement programs, at Licensor’s discretion. Licensee may obtain services to respond to Error by submitting written requests for assistance regarding Software Errors to Licensor by fax, mail or e-mail. 
b) Timing of Response. Licensor will use reasonable efforts to respond within three (3) business days after Licensor has received a request for assistance with any Error, and will seek to respond sooner to Errors that Licensor deems critical or serious. 
c) Electronic Access and Support. Licensor may, but is not obliged to, use reasonable efforts to address Software Errors by accessing Licensee’s system via Internet link; provided that Licensee provides access to their installation of the Software.
d) Subsequent version. Licensor shall use reasonable efforts to remove reported Errors from next versions of Software. 
e) Updated Versions. Licensor may, from time to time, issue updated Versions of the Software generally to its licenses for the Software containing Error corrections, minor enhancements, and, in some instances, new functionality or major enhancements. As long as this EULA is in effect, and Licensee is not in material breach, and Licensee has paid all Software Assurance Fees hereunder, Licensor will provide Licensee one copy of each such Version, without additional charge. Licensor will provide reasonable assistance to help Licensee install each Updated Version; provided that such assistance, if provided at Licensee’s facility, shall be subject to such supplemental charges as Licensor may set from time to time. Updated Versions are subject to the terms and conditions of this EULA. Licensor is not otherwise obligated to provide maintenance or support at Licensee’s place of business. 
f) Major Releases. Licensor may, from time to time issue Major Releases of the Software containing Error corrections, enhancements, new functionality and/or major enhancements for the same Platform. As long as this EULA is in effect, and Licensee is not in material breach, and Licensee has paid all Software Assurance Fees hereunder, Licensor will provide Licensee one copy of each such Major Release, without additional charge. Licensor will provide reasonable assistance to help Licensee install each Updated Version; provided that such assistance, if provided at Licensee’s facility, shall be subject to such supplemental charges as Licensor may set from time to time. Updated Versions are subject to the terms and conditions of this EULA. Licensor is not otherwise obligated to provide maintenance or support at Licensee’s place of business.

10. Limitations of Software Assurance.
a. Software Versions. Licensor shall not be responsible for correcting Errors in any version of the Software other than the most recent Release of the Software, except that Licensor will use reasonable effort to continue to support any superseded Releases for a period of 6 months unless otherwise agreed to in writing by Licensor. 
b. Exclusions. The following are not subject to the Software Assurance or any warranty by Licensor under this EULA: 
i. Software that has been altered or modified. 
ii. All additional service or software provided by Licensor, including, but not limited to, applications design, custom programming, data conversions, lost data recovery, or purchase recommendations.
iii. Errors created by Licensee act or omission or due to any hardware malfunction. 
iv. Errors that do not materially impair or affect the operation of the Software.

11 Software Assurance Fees.
a. Annual Fees. Licensee may purchase Software Assurance and in this case agrees to pay a fee for the Software Assurance that Licensor renders under this EULA (“Software Assurance Fee”). The Support Fee is payable in advance. The Software Assurance Fee is calculated based on the original license and shall be purchased for each license. The Software Assurance Fee is subject to change upon 30 days prior written notice; provided that the Software Assurance Fee in effect for the then current term of Licensee’s Software Assurance shall remain in effect, and the revised Software Assurance Fee shall not take effect unless and until Licensee renews Software Assurance. Licensor has no obligation to provide Software Assurance if Licensee fails or declines to pay the Software Assurance Fee when due.
b. Reinstatement of Software Assurance. If Licensee fails to pay the Software Assurance Fees, and Licensor’s obligations hereunder under this EULA are discharged, Licensor may, in its discretion, reinstate Software Assurance upon Licensee’s payment of the then applicable reinstatement fee.

12. Licensee Responsibilities.
Licensee agrees to use the Software Assurance services under this EULA only if the Software fails to work as set forth in the documentation or when the documentation is unclear. Licensee agrees to furnish descriptions of Errors in the form requested by Licensor’s Support Services staff. Licensee also agrees to assist Licensor’s efforts to duplicate a reported Error. Licensee agrees to make back-up copies of all data and to use reasonable anti-virus protections measures.

13. Customer Modifications.
Any custom modifications or applications for the Software that Licensor may supply are provided “AS IS” and are not included within Software Assurance; provided that all damage and remedy limitations and exclusions under this EULA will apply.

14. Termination of EULA.
a. The Software Assurance portion of this EULA will remain in effect for a period of one (1) year from inception. Licensee may renew the Software Assurance under this EULA for additional one-year terms, by payment in advance, of the then prevailing Software Assurance Fee for all licenses purchased to date. Licensor may terminate the Support Services portion of this EULA upon 12 months prior written notice.
b. Either party may terminate this EULA upon a material default by the other party not cured within 30 days of written notice. In such event, this EULA is terminated Licensee must discontinue all use of the Software and destroy all copies of the Software and its documentation.

15. Applicable Law.
The laws of the State of Washington govern this EULA and the courts located in Redmond, WA shall have exclusive jurisdiction and venue over any claim arising from this EULA, the Software, or the relationship of the parties. The parties hereby submit to the jurisdiction of the applicable courts, as specified above. Licensee agrees to comply with applicable US export control law.

16. Entire Agreement.
This EULA (including any addendum or amendment to this EULA, which is included with the Software) is the entire agreement between Licensee and Licensor relating to this subject matter and it supersedes all prior oral or written communications, agreements, proposals and representations, including without limitation, the terms of any Licensee order, confirmation or other form document.