request to transfer software license and integrated license and
Contents
1. Please Initial Here REQUEST TO TRANSFER SOFTWARE LICENSE AND INTEGRATED LICENSE AND MONTHLY SUBSCRIPTION AGREEMENT FROM SUBSCRIBER TO SUBSCRIBER Rev 4 05 Please follow these instructions The current licensee and the new licensee must sign this document in the presence of a notary public The notary must witness and sign his or her name on this document and apply the notary stamp to this document The new licensee must initial the tops of each page A payment must be made payable in the amount of 50 00 in the form of a cashiet s check or money order to Elite Software to cover the cost of the license transferal fee 5 This original agreement not a copy must be sent to Elite Software This agreement will not be accepted via a fax Mail agreement and cashier s check to Elite Software Inc P O Box 13351 Gainesville Florida 32604 1351 or overnight to Elite Software Inc 3324 W University Avenue Suite 130 Gainesville Florida 32607 PONS THIS SECTION TO BE SIGNED BY THE CURRENT LICENSEE The current licensee named below the CURRENT LICENSEE by and through the undersigned who acknowledges he she is authorized to bind the CURRENT LICENSEE hereto hereby requests Elite Software Inc approve the transfer of its license to use the Elite Property as that term is defined in the License and Monthly Subscription Agreement previously executed by CURRENT LICENSEE and which is currently licensed to CURR2. Initially TRANSFEREE will provide payment towards the first month s subscription and this signed License and Monthly Subscription Agreement to ELITE This License and Monthly Subscription Agreement can be mailed to ELITE at P O Box 13351 Gainesville FL 32604 b Once this License and Monthly Subscription Agreement is received and approved by ELITE TRANSFEREE may install the Software Page 2 of 10 Please Initial Here Program and Components and Modules to a computer TRANSFEREE understands the Software Program will not function until the SCSD is connected to the computer and the Software Program is authenticated see Paragraph 4d below regarding authentication c Once TRANSFEREE receives the SCSD TRANSFEREE agrees to attach it directly to the parallel printer port in the back of TRANSFEREF s computer If a printer cable is already connected to the port TRANSFEREE can unhook the printer cable and connect it into the SCSD TRANSFEREE acknowledges there is a small possibility TRANSFEREE s computer will not be fully compatible with the SCSD If it is not TRANSFEREE may need to install a second parallel port LPT2 into TRANSFEREE s computer or request a USB SCSD from ELITE which will attach to an available USB port If TRANSFEREE s computer does not have the capability of adding a second port or does not have an available USB port TRANSFEREE may need to replace the current computer entirely with another computer that
3. s long distance telephone company plus any applicable taxes Basic Support refers to the guidance provided by an ELITE representative to LICENSEE over the telephone Such guidance is limited to answering training questions or supporting technical issues regarding the Elite Property and assistance on specialty hardware items purchased from ELITE and may include prescheduled one hour training sessions If LICENSEE requires troubleshooting outside the scope of basic training such as the need for an ELITE representative to review LICENSEP s data or remotely accessing customer s database or guidance in areas not related to the Elite Property ot specialty hardware items purchased from ELITE such as guidance on LICENSEE s actual computer hardware the configuration of LICENSEE s computer s settings changing the time or adding a new printer driver or for the loss of network connections and Page 5 of 10 19 20 21 Please Initial Here configurations between LICENSEE s computers LICENSEE must a contact LICENSEE s hardware vendor b hire a computer consultant or c request extended training or technical support from ELITE as outlined in Paragraph 19 of this Agreement Note Only specialty hardware items purchased from ELITE are guaranteed to be compatible with the Software Program EXTENDED SUPPORT LICENSEE may request ELITE provide extended training or technical support Extended Support via
4. identification to me and under oath does state that he she is Page 1 of 10 Please Initial Here the aforementioned named CURRENT LICENSEE and who did execute the forgoing in my presence SWORN TO AND SUBSCRIBED before me this day of 200 Witness my hand and seal Signature of Notary Public Date My commission expires ELITE SOFTWARE INC LICENSE AND MONTHLY SUBSCRIPTION AGREEMENT Rev 4 05 THIS LICENSE AND MONTHLY SUBSCRIPTION AGREEMENT the Agreement is to induce Elite Software Inc hereinafter referred to as ELITE to license its property to the undersigned on a monthly subscription basis and the undersigned hereinafter referred to as LICENSEE or TRANSFEREE acknowledges and agrees to the following provisions 1 APPLICATION OF AGREEMENT This Agreement applies to the following the most recent release of all previous releases of and all future releases of Elite Salon and Spa Management software program without regard to the name under which said software program is marketed the Software Program and any and all modules and components of the Software Program including but not limited to Elite Salon and Spa Payroll Elite Configuration and Elite Network Administrator the Components and Modules regardless of the version of the Components and Modules or the name under which the Components and Modules are marketed The terms of this Agreement also apply to the Subsc
5. such as LICENSEE s mother s maiden name or the name of a pet Note The Customer Security Password is entered below by LICENSEE in the signature area of this contract An example of when an ELITE technician or trainer may require the customer security password from LICENSEE is when LICENSEE forgets a program password If LICENSEE desires to change the Customer Security Password after this Agreement is signed and accepted by ELITE LICENSEE must complete sign and return to ELITE a Elite Software Change in Customer Information form USER MANUAL LICENSEE may view or print the user manuals from the program CD and there is no charge for such electronic manuals LICENSEE may also purchase pre printed manuals from ELITE for a fee of 49 00 plus the costs of shipping and handling LIMITED WARRANTY With respect to the media on which the Software Program and Components and Modules are transmitted to LICENSEE the Software Media and the physical documentation ELITE warrants that these items will be free from defects in materials and workmanship assuming normal use for a period of thirty 30 days from the date LICENSEE first subscribes to this license to use the Software Program ELITE warrants the SCSD shall be free from defects assuming normal use for as long as LICENSEE subscribes to this license to use the Software Program In the event of notification within the warranty period of defects in materials and workmanship the defective Software Media
6. to deny any technical support to LICENSEE or suspend access to the Elite Property until LICENSEE fulfills any and all outstanding payment obligations to ELITE If LICENSEE has not made a payment for an outstanding balance by the tenth 10th day of the month following the month in which the payments were due ELITE reserves the right to take any and all actions to remove the Elite Property and or disable the use of the Elite Property from the hard drive of LICENSEE S computer If LICENSEE is still delinquent on Page 3 of 10 10 11 12 13 Please Initial Here any outstanding balances after ninety 90 days LICENSEE authorizes ELITE to charge LICENSEE s credit card or directly debit LICENSEE s bank account for any outstanding balances due If ELITE is unsuccessful in collecting the outstanding balance via a credit card charge or direct debit ELITE will immediately set LICENSEE s account to inactive and refer the account to a collection agency The collection agency will attempt to collect from LICENSEE all past due amounts in addition to 300 00 for each unreturned SCSD If the SCSD is network enabled then LICENSEE agrees to insure the SCSD with courier as set forth in the Elite Software Inc Network License and Monthly Subscription Agreement LICENSEE may also be subject to additional fees imposed by the collection agency In the event ELITE must bring legal action to collect any sums due hereunder LICENSEE agrees that E
7. with courier as set forth in Page 4 of 10 14 15 16 17 18 Please Initial Here the Elite Software Inc Network License and Monthly Subscription Agreement ELITE will not accept any shipment not clearly displaying the RMA number on the outside of the package Subscription Fees paid by LICENSEE to ELITE including Subscription Fees transferred from LICENSEP s bank account to ELITE pursuant to an APS Agreement prior to the date the SCSD is received by ELITE from LICENSEE will not be refunded to LICENSEE under any circumstances Thus if LICENSEE has previously given permission to allow ELITE to debit LICENSEE s bank account for the monthly subscription fee then the SCSD must be RECEIVED by ELITE by the 25 day of a given month to avoid further debits to LICENSEE s bank account Note If LICENSEE is unable to return the SCSD to ELITE LICENSEE can still cancel this Agreement by signing the License and Monthly Subscription Agreement Cancellation Request and Network License and Monthly Subscription Agreement Cancellation Request forms AND submitting a payment in the form of a cashier s check payable to Elite Software Inc that includes 300 00 to cover the value of the SCSD plus any outstanding balances unless the SCSD was a network enabled Security Device in which case LICENSEE would include a payment for the value of the network enabled Security Device as outlined in the Elite Software Inc Netw
8. AL ADDRESS DL MAILING ADDRESS PH CITY STATE ZIP DOB Guarantor Signature Date Page 10 of 10
9. ENT LICENSEE to the following individual or entity the TRANSFEREE I agree to refrain from further use of the Elite Property destroy all copies of the Elite Property and provide the disks manuals security device and all related documentation to TRANSFEREE Enclosed with this letter is a nonrefundable payment in the amount of U S 50 00 to be applied towards the transferal fee I understand this payment will cover the administrative costs associated with Elite Software Inc s approval of the transfer of the license THIS IS A LEGALLY BINDING AGREEMENT PLEASE READ ALL PAGES THIS AGREEMENT IS THE OBLIGATION OF THE CURRENT LICENSEE NAMED BELOW CURRENT LICENSEBP s Printed Name If Current Licensee is a corporation or an entity other than an individual then the name of that corporation or entity should be printed as Current Licensee Signature of LICENSEE or LICENSEB s Agent Printed Name of Person Signing if NOT an individual or sole proprietor Title of Person Signing Date CURRENT LICENSEE Address City State Zip Code Phone Fax E mail address CURRENT LICENSEE listed above is a n Individual Sole Proprietorship Limited Liability Company LLC Limited Partnership Corporation General Partnership STATE OF COUNTY OF BEFORE ME the undersigned authority personally appeared the above referenced CURRENT LICENSEE who states his her name is who is personally known did show
10. ICENSEE is not allowed to make unlimited copies It is illegal to make copies of the Software Program or Components and Modules except for backups exclusively for LICENSEE s use The Software Program and Components and Modules are protected by the copyright laws pertaining to computer software It is illegal to give copies of the Software Program Components and Modules or manuals and documentation of same to another person or to duplicate the Software Program or Components and Modules by any other means including electronic transmission The Elite Property contains trade secrets and in order to protect such trade secrets LICENSEE may not decompile reverse engineer disassemble or otherwise reduce the Elite Property to human perceivable form LICENSEE may not modify adapt translate rent lease or create derivative works based upon the Elite Property or any part thereof 3 SCSD VALUE AND REPLACEMENT The SCSD is ELITE s property The value of a non network enabled SCSD is 300 00 If LICENSEE no longer has possession of the SCSD ELITE will provide a non network enabled replacement SCSD to LICENSEE at the price of 300 00 The value of a network enabled SCSD is established in the Elite Software Inc Network License and Monthly Subscription Agreement and ELITE will replace a network enabled SCSD as set forth in said network license agreement 4 RELATIONSHIP The relationship between LICENSEE and ELITE will involve a series of steps a
11. LICENSEE pursuant to this Agreement subscribes to more than one license to use the Software Program AND Subscription Fees for those licenses are debited from the SAME BANK ACCOUNT pursuant to the SAME APS Automated Payment System AGREEMENT AND subject to other terms and conditions hereof then the following pricing and terms of payment are applicable If LICENSEE a provides ONE bank account for direct debit purposes for ALL licenses b signs ONE APS Agreement authorizing ELITE to directly debit the sum total of all licenses to which LICENSEE subscribes and c is affiliated with the locations where the Software Program is to be used in the same manner of LICENSEE s affiliation with the location where the Elite Property originally licensed to LICENSEE is used LICENSEE qualifies for a special monthly rate equal to the current full subscription price of 79 00 for one license plus 49 00 for each additional license in excess of one license Note This discount is not valid for the first month s subscription fee for the additional license Regardless of the pricing and terms of payment applicable to LICENSEE if payment is not received by the twenty fifth 25t day of the month LICENSEE shall pay the Subscription Fee plus a late fee of 20 00 which shall be considered an additional Subscription Fee Additionally if any checks are returned unpaid from the bank regardless of reason LICENSEE shall pay a return fee of 20 00 ELITE reserves the right
12. LITE shall be entitled to recover its reasonable legal fees incurred All delinquent sums due hereunder shall accrue interest at the rate of 1 5 per month DURATION OF AGREEMENT This Agreement is a month to month agreement and may be cancelled by LICENSEE at any time provided LICENSEE is current in all of LICENSEE s obligations to ELITE or by ELITE at any time ELITE may require LICENSEE to execute a new or updated Agreement at any time as a condition of LICENSEB s continued subscription to the Elite Property Should LICENSEE elect not to sign a new Agreement for use of the Elite Property as required by ELITE LICENSEE agrees LICENSEE will follow the terms of cancellation set forth herein in Paragraph 13 AMENDMENTS TO AGREEMENT ELITE may make any amendments to this Agreement after providing notice to LICENSEE of the amendment at least ninety 90 days prior to the effective date of the amendment and LICENSEE agrees LICENSEE s failure to cancel this Agreement prior to the effective date of the amendment constitutes LICENSEP s acceptance of the terms of said amendment Notice of amendments will be provided by ELITE via at least one of the following methods U S Mail a message on ELITE s EAVAC system or a message provided by the Software Program at the time of a monthly authentication date update OPTION TO PURCHASE This is not a finance contract or a lease to own agreement Licensee may elect to purchase the software license and disc
13. OFTWARE AND MATERIALS IN NO EVENT SHALL ELITE OR ANY AGENT OF ELITE OR ANY CREATOR OF THIS SOFTWARE PROGRAM AND COMPONENTS AND MODULES BE LIABLE FOR ANY LOSS OF PROFITS OR ANY OTHER DAMAGES INCLUDING BUT NOT LIMITED TO SPECIAL INCIDENTAL CONSEQUENTIAL OR OTHER DAMAGES SOME STATES DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF LIABILITY OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO LICENSEE WAIVER No act delay omission or course of dealing between LICENSEE and ELITE shall be a waiver of any of ELITE s rights or remedies under this agreement A waiver by ELITE of any rights or remedies under the terms of this agreement or with respect to any obligation on any occasion will not be a bar to the exercise of any right or remedy on any subsequent occasion All rights and remedies of ELITE hereunder are cumulative and may be exercised singly or concurrently and the exercise of any one or more of them will not be a waiver of any other VENUE Exclusive venue for any action stemming from this Agreement shall lie in state court in Alachua County Florida GOVERNING LAW This Agreement shall be governed by the laws of the state of Florida applied to contracts entered into in the State of Florida to be performed in the State of Florida by Florida residents COSTS OF LITIGATION In the event of legal action and its subsequent appeals between ELITE and LICENSEE ELITE shall be entitled to recover its reasonable legal fees incurred if ELITE prevail
14. censee and the proposed new guarantor if applicable b the Elite Software Automated Payment System APS Agreement signed by the proposed new licensee and c a non refundable payment of 50 to cover the cost of transfer plus payment for any outstanding balances If the transfer is NOT approved by ELITE LICENSEE is still the responsible party under this Agreement ELITE S HOURS OF OPERATION Hours of operation for the Sales Training and Customer Service Departments are Monday through Friday from 10 00 a m to 6 00 p m Eastern Standard Time excluding all holidays and the hours of operation for the Technical Support Department are Monday from 9 00 a m to 6 00 p m Eastern Standard Time excluding all holidays Tuesday through Friday from 9 00 a m to 8 00 p m Eastern Standard Time excluding all holidays and Saturday from 10 00 a m to 2 00 p m Eastern Standard Time excluding all holidays ELITE s hours of operation are subject to periodic change and these periodic changes will be posted on Elite s web site http www clitesoftware com tech tech htm BASIC SUPPORT ELITE will provide free basic training and technical support Basic Support via the telephone to LICENSEE for as long as LICENSEE is current on all subscription fees and other outstanding balances If LICENSEE s business is located outside the United States Puerto Rico or the U S Virgin Islands LICENSEE shall pay all long distance charges at the rate charged by ELITE
15. corruption LICENSEE shall perform daily backups of LICENSEE s data using a different disk for each day of the week LICENSEE is open for business If LICENSEE should happen to encounter data corruption and have no disks containing a valid backup LICENSEE may send corrupted data to ELITE for repair purposes under the provisions as set forth in Paragraph 19 of the Agreement If LICENSEE elects to retain a third party consultant as set forth in Paragraph 19 above the provisions of Paragraph 19 and the Elite Third Party Consultant Retention Agreement shall control the relationship between ELITE LICENSEE and the third party consultant Page 6 of 10 22 23 24 25 26 27 28 29 30 Please Initial Here LIMITATIONS ELITE reserves the right to limit its obligations in Paragraphs 17 18 19 20 and 21 herein to provide technical support and or data corruption support to LICENSEE in support of a specific release of the Elite Property to a period ending no earlier than three years from the date that software release upgrade is made available by ELITE to all customers THIRD PARTY CONSULTANT ELITE will not be liable for any costs incurred as a result of LICENSEE for any reason employing the services of a third party computer consultant or other technical personnel SECURITY PASSWORD ELITE may choose NOT to provide support on confidential topics unless LICENSEE provides the Customer Security Password to ELITE
16. d License Agreements until all obligations and payments of LICENSEE are fully satisfied ELITE may enforce this Guaranty without being obligated to resort first to any security or any other remedy against LICENSEE Guarantor understands and agrees s he is not entitled to and shall not receive any notice on non payment non performance or non observance nor any proof notice or demand and Guarantor expressly waives same This Guaranty is general and shall inure to and may be relied upon and enforced by any successor or assign of ELITE The obligations of Guarantor shall be binding upon Guarantor and their successors and assigns This Guaranty shall be governed by the laws of the State of Florida and Guarantor waives jury trial in any proceeding relating to said License Agreements or this Guaranty Exclusive venue for any proceeding relating to said License Agreements or this Guaranty shall be in Alachua County Florida Guarantor executes this Guaranty in his her individual and personal capacity and any title or corporate position or agency that may be indicated hereon is to be given no effect Guarantor represents and warrants that the following information is true and correct and authorizes the verification of same by reasonable means Should any of the information provided below change during the life of this Guaranty then Guarantor agrees to provide that updated information to ELITE in writing GUARANTOR NAME SSN PHYSIC
17. e Change in Customer Information form located in the Help screens of the Software Program or over the telephone to an ELITE representative when validated by the customer security password CANCELLATION If LICENSEE decides to cancel this Agreement LICENSEE agtees to a contact ELITE to request a return merchandise authorization RMA number b complete the License and Monthly Subscription Agreement Cancellation Request form located in the Help screens of the Software Program c complete the Network License and Monthly Subscription Agreement Cancellation Request form if LICENSEE is currently subscribing to a network license d refrain from further use of the Elite Property e remove the Software Program and Components and Modules from the hard drive of the computer f destroy all copies of the Software Program and Components and Modules and g return the SCSD and the License and Monthly Subscription Agreement Cancellation Request and Network License and Monthly Subscription Agreement Cancellation Request forms freight pre paid by LICENSEE with the RMA number clearly printed on the outside of shipping package via U S Certified Mail or other courier that provides written proof of delivery to the following address Elite Software Inc 3324 W University Avenue 130 Gainesville Florida 32607 U S A and insure the device with courier for the amount of 300 00 If the SCSD is network enabled then LICENSEE agtees to insure the SCSD
18. e may change from time to time and any changes are posted on Elite s web site http www clitesoftware com tech tech htm The daily after hours fee of 80 00 per incident is final non refundable and must be paid before receiving after hours technical support LICENSEE shall pay this fee on each occasion before receiving after hours technical support If LICENSEE requires such support LICENSEE shall first have a valid credit card ready before calling then contact ELITE to have a technician paged If LICENSEE does not have a credit card the card is declined or LICENSEE is not already entitled to Basic Support as outlined in Paragraph 18 of this Agreement LICENSEE will not qualify for after hours technical support It may take as long as one hour until LICENSEE s page is answered Also the moment a technician is paged LICENSEP s credit card is instantly billed the 80 00 fee LICENSEE is obligated to pay this fee even if a LICENSEE resolves the problem before the technician calls LICENSEE or b the technician attempts to contact LICENSEE and encounters an answering machine or no answer or c LICENSEE is not satisfied with the assistance provided by the technician DATA CORRUPTION Data corruption from within the Software Program and Elite Salon and Spa Payroll could occur at any moment and LICENSEE agrees to indemnify and hold harmless ELITE from any liability for such data corruption To minimize problems that may stem from such
19. e to use the network enabled Elite Property and iii must sign the Elite Software Network License Purchase Agreement in order to gain access again to the network enabled Elite Property No previous payments made toward the network subscription fee can be applied to the purchase of the network license As long as LICENSEE continues to subscribe to the Elite Property as it pertains to this Agreement LICENSEE can only subscribe to not purchase a network license ADDITIONAL LICENSES FOR USE OF ELITE PROPERTY LICENSEE may subscribe to more than one license to use the Elite Property To subscribe to additional licenses to use the Elite Property LICENSEE shall execute and return to ELITE an Elite Software Inc License and Monthly Subscription Agreement for each additional license As long as LICENSEE subscribes to a license to use the Elite Property LICENSEE can only subscribe to but not purchase additional licenses ELITE reserves the right to limit the number of licenses to use the Elite Property to which LICENSEE may subscribe Pricing and terms of payment for additional licenses to use the Elite Property are set forth in Paragraph 7 hereof CHANGES TO LICENSEE CONTACT INFORMATION Any changes to LICENSEE s name mailing address physical address where Elite Property is used the customer security password or LICENSEE s telephone numbers during the course of this Agreement shall be provided to ELITE by LICENSEE using the Elite Softwar
20. evel of data corruption or conversion the rush fee option may not be available If ELITE is unable to repair LICENSEE s data LICENSEE may elect at LICENSEBP s sole option and cost to retain the services of a third party consultant specializing in complex data recovery and repair for the purpose of analyzing and repairing or converting the data submitted by LICENSEE LICENSEE agtees any product rendered by the third party consultant s data analysis may still require additional data conversion and analysis by ELITE subject to the terms of this Paragraph If LICENSEE elects to retain the services of a third party consultant LICENSEE shall first agree to the terms of and execute the ELITE Third Party Consultant Retention Agreement the provisions of which shall control the relationship between ELITE LICENSEE and the third party consultant If LICENSEE desires extended on site training or technical support LICENSEE agrees to sign and return the Elite Software Extended On site Training or Technical Support Application and Agreement to ELITE EXTENDED SUPPORT AND EXTENDED ON SITE TRAINING OR TECHNICAL SUPPORT ARE NOT AVAILABLE UNLESS LICENSEE IS ELIGIBLE TO RECEIVE BASIC SUPPORT AS OUTLINED IN PARAGRAPH 18 AFTER HOURS SUPPORT Technical support may be provided AFTER the normal office hours of ELITE s Technical Support Department and during holidays but at an additional daily fee of 80 00 per incident This after hours rat
21. if applicable the Unconditional and Continuing Guaranty is executed by GUARANTOR and both this Agreement and the Guaranty are subsequently accepted by ELITE Page 8 of 10 Please Initial Here THIS IS A LEGALLY BINDING AGREEMENT PLEASE READ ALL PAGES THIS AGREEMENT IS THE OBLIGATION OF THE TRANSFEREE NAMED BELOW TRANSFEREP s Printed Name IMPORTANT PLEASE READ FIRST If TRANSFEREE is a corporation or an entity other than an individual then the name of that corporation or entity MUST be printed as TRANSFEREE Signature of TRANSFEREE or TRANSFEREF s Agent Printed Name of Person Signing Gf NOT an individual or sole proprietor Title of Person Signing Date TRANSFEREE Address City State Zip Code Phone Fax E mail address TRANSFEREE listed above is a n Individual Sole Proprietorship Limited Liability Company LLC Limited Partnership Corporation General Partnership TRANSFEREE provides the following Customer Security Password information for support purposes Select ONLY ONE option below What is your mother s maiden name What is the name of the city you were born in What are the last four digits of your social security number STATE OF COUNTY OF BEFORE ME the undersigned authority personally appeared the above referenced TRANSFEREE who states his her name is who is personally known did show identification to me and unde
22. may change from time to time and any changes ate posted on Elite s web site http www elitesoftwate com tech tech htm ELITE will not accept any shipment not clearly displaying the RMA number on the outside of the package Once received ELITE will verify the SCSD is the SCSD initially furnished by ELITE to LICENSEE using the unique serial number embedded on the side of the SCSD and verify LICENSEE has prepaid the security device repair or exchange fee Upon verification ELITE agrees to repair or exchange and ship the SCSD back to LICENSEE free of charge provided LICENSEE s business is located within the 48 contiguous states of the United States If LICENSEE s business is in Hawaii Alaska Puerto Rico the U S Virgin Islands or any country outside the U S LICENSEE agrees to pre pay for the shipping costs incurred in shipping the SCSD from ELITE to LICENSEE INDEMNIFICATION OF ELITE FOR SHIPPING RELATED DAMAGE AND LOSSES LICENSEE expressly indemnifies and holds harmless ELITE for any and all losses occurring during shipping of items to or from ELITE LICENSE TRANSFER This License is non transferable or assignable by LICENSEE without the prior written consent of ELITE ELITE will consider approval for the transfer once the following documents are provided to ELITE a the Request to Transfer Subscription Customer Software License and Integrated License and Monthly Subscription Agreement signed by the LICENSEE the proposed new li
23. ontinue the subscription option provided LICENSEE agrees to purchase a software license for EACH of the licenses to which LICENSEE subscribes In the event LICENSEE elects to purchase the unlimited operator license of the Elite Property and discontinue the subscription option LICENSEE must sign the Elite Software License and Purchase Agreement Upon LICENSEE s execution of an Elite Software Inc License and Purchase Agreement ELITE will apply previous monthly subscription payments not to exceed the amount of three 3 months of subscription payments actually paid by LICENSEE toward the purchase price of the unlimited operator license to use the Elite Property In the event LICENSEE elects to purchase the single operator booth renter license to use the Elite Property and discontinue the subscription option LICENSEE must sign the Elite Software Single Operator License and Purchase Agreement and no previous subscription payments will be applied towards the purchase price of the single operator booth renter license to use the Elite Property Once LICENSEE purchases a license to use the Elite Property and signs a purchase agreement this Agreement is no longer in effect If LICENSEE elects to purchase the unlimited operator license of the Elite Property and discontinue the subscription option AND LICENSEE was also subscribing to a network license LICENSEE i is no longer eligible to continue subscribing to such network license ii must purchase the licens
24. or documentation will be replaced free of charge and the SCSD will be repaired as set forth in Paragraph 14 hereof so long as LICENSEE mails freight pre paid by LICENSEE the defective material to ELITE along with a copy of the invoice clearly displaying the date LICENSEE first subscribed to this license to use the Software Program The sole remedy for breach of this warranty is limited to replacement of the Software Media and documentation and the repair of the SCSD The SCSD warranty is more particularly set forth in Paragraph 14 hereof EXCEPT FOR THE ABOVE WARRANTY THIS SOFTWARE PROGRAM AND COMPONENTS AND MODULES ARE PROVIDED AS IS THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE PROGRAM AND COMPONENTS AND MODULES IS ASSUMED BY LICENSEE NEITHER ELITE NOR AGENTS OF ELITE NOR THE CREATORS OF THE SOFTWARE PROGRAM AND COMPONENTS AND MODULES WARRANT OR GUARANTEE THE RESULT TO BE OBTAINED WITH THE SOFTWARE PROGRAM AND COMPONENTS AND MODULES IN TERMS OF CORRECTNESS RELIABILITY OR LEGALITY THE ABOVE IS THE ONLY WARRANTY OF ANY KIND EITHER EXPRESSED OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF THE MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THE LIABILITY OF ELITE OR ANY AGENT OF ELITE OR ANY CREATOR OF THIS SOFTWARE PROGRAM AND COMPONENTS AND MODULES UNDER THE LIMITED WARRANTY SET FORTH ABOVE SHALL BE LIMITED TO AND NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE PROGRAM SOFTWARE MEDIA AND RELATED S
25. ork License and Monthly Subscription Agreement If LICENSEE desires to make the account active again LICENSEE will be required to pay a 100 00 reinstatement fee and agree to sign a new Agreement and a new APS Agreement DEFECTIVE SUBSCRIPTION CUSTOMER SECURITY DEVICE THE SCSD If LICENSEE needs to return a SCSD to ELITE because it appears defective or damaged or LICENSEE desires to exchange a parallel SCSD for a USB SCSD or a USB SCSD for a parallel SCSD LICENSEE shall i contact ELITE to request a return merchandise authorization RMA number ii complete the Subscription Customer Security Device Repair Order form located in the Help screens of the Software Program iii ship the SCSD freight pre paid by LICENSEE with the RMA number clearly printed on the outside of shipping package to the following address Elite Software Inc 3324 W University Ave 130 Gainesville FL 32607 U S A and iv prepay 49 00 to be applied toward the security device repair or exchange fee LICENSEE agrees to ship the SCSD via U S Certified Mail or other reliable courier that provides written proof of delivery insuring the SCSD with courier against loss or damage for the amount of 300 00 If the SCSD is network enabled then LICENSEE agrees to insure the SCSD with courier as set forth in the Elite Software Inc Network License and Monthly Subscription Agreement The security device repair or exchange fee of 49 00
26. r oath does state that he she is the aforementioned named TRANSFEREE and who did execute the forgoing in my presence SWORN TO AND SUBSCRIBED before me this day of 200 Witness my hand and seal Signature of Notary Public Date My commission expires Page 9 of 10 Please Initial Here SECTION B UNCONDITIONAL AND CONTINUING GUARANTY The undersigned individually in order to induce ELITE to subscribe to the Elite Property to LICENSEE hereby guarantees to ELITE the performance of the above named LICENSEE and all duties and obligations of LICENSEE including all subscription fees rents monies damages expenses court costs and attorneys fees incurred under the terms of this License and Monthly Subscription Agreement or the terms of any other License and Monthly Subscription Agreement executed by LICENSEE The License and Monthly Subscription Agreement to which this Guaranty is attached and any other License and Monthly Subscription Agreements executed by LICENSEE shall be collectively referenced herein as the License Agreements The undersigned Guarantor consents that the obligation of LICENSEE for the liabilities hereby guaranteed may be renewed extended modified or released or surrendered all without affecting the obligations of the undersigned Guarantor This Guaranty shall be construed as an absolute and unconditional Guaranty of payment and shall continue after the termination or cancellation of sai
27. ription Agreement pursuant to the License and Monthly Subscription Agreement SUSPENSION OF ACCOUNT If LICENSEE is delinquent on any subscription payments or other outstanding balances fails to sign the APS Agreement within five 5 months or is in breach of this Agreement or any other agreement signed with Elite Software access to the Elite Property will be suspended until such matters are resolved To resolve any such matters LICENSEE will be requited to contact Elite Software Customer Service Department during the normal business hours outlined in Paragraph 17 REFUND POLICY ALL subscription payments by LICENSEE to ELITE are final and non refundable Until LICENSEE cancels this Agreement as specified in Paragraph 13 OR purchases a license to use the Elite Property LICENSEE is responsible for paying the subscription fee each month regardless of whether LICENSEE uses the Elite Property or not PRICING AND TERMS OF PAYMENT If LICENSEE pursuant to this Agreement subscribes to only ONE 1 license to use the Software Program OR if LICENSEE subscribes to more than ONE 1 license to use the Software Program but Subscription Fees for those licenses are to be debited from more than one 1 bank account then the following pricing and terms of payment ate applicable LICENSEE shall provide a payment of 79 00 the Subscription Fee by the twenty fifth 25 day of each month to be applied towards the following month s subscription fee If
28. ription Customer Security Device the SCSD that must be connected to the back of the computer in order for the Software Program to function without regard to which version of the Software Program and which Components and Modules if any said physical security device is configured to enable the Security Device The Software Program the Components and Modules and the SCSD shall be collectively referenced as the Elite Property 2 TERMS OF USE LICENSEE has the non exclusive right to use the Elite Property and its documentation LICENSEE may only use the Elite Property on a single computer at any one time If LICENSEE desires to use the Elite Property on a network joining one server to one or more workstations LICENSEE must subscribe to a separate network license The Software Program requires the SCSD be connected to the back of the computer for the Software Program to function The purpose of the SCSD is to assist ELITE in controlling the sale distribution and use of illegal copies of the Software Program LICENSEE may NOT distribute copies of or documentation of the Elite Property to others THE ACTUAL SOFTWARE PROGRAM COMPONENTS AND MODULES AND SCSD REMAIN THE PROPERTY OF ELITE LICENSEE may not sell the license to the Elite Property including the manuals and documentation of same to another person at any price Although LICENSEE may make a backup copy of the Software Program and Components and Modules for LICENSEE s own use L
29. s in said legal action and its subsequent appeals All delinquent sums due hereunder shall accrue interest at the rate of 1 5 per month Page 7 of 10 31 32 33 34 35 Please Initial Here ASSIGNMENT This Agreement may be assigned by ELITE in which event ELITE shall be released from all duties and liabilities hereunder LICENSEE shall not assign this Agreement to any other person or entity MODIFICATION The terms of this Agreement may only be modified in writing signed by both parties or by the terms of any subsequent modification by ELITE included in the printed or on screen documentation accompanying any future releases of the Elite Property INTERNATIONAL PROTECTION The intellectual property that is the subject of this license including but not limited to the Elite Property is protected by US Copyright Laws and International Treaties the violation of which may subject LICENSEE to liability for damages caused to ELITE by LICENSEE s violations If LICENSEE is a corporation limited liability company LLC limited partnership or general partnership then the person executing this Agreement is authorized to bind LICENSEE to the terms hereof and that this Agreement is not effective and binding until and unless Section C Unconditional and Continuing Guaranty is executed by a person acceptable to ELITE The terms of this Agreement shall become effective on the date this Agreement is executed by LICENSEE and
30. t be prepaid by check or credit card If payment is made by credit card LICENSEE agrees to sign and return to ELITE the General Credit Card Authorization Form This diagnostic fee may change from time to time and any changes are posted on Elite s web site http www clitesoftware com tech tech htm ELITE will determine if LICENSEE s database file can be converted or repaired and will provide LICENSEE with a report of its evaluation within twenty four 24 hours of receipt of LICENSEE s database files and LICENSEE s payment toward the diagnostic fee If LICENSEE desires ELITE to proceed with converting or repairing database files ELITE will provide such Extended Support once LICENSEE signs the Elite Software Credit Card Authorization for Extended Training or Technical Support ELITE does not guarantee ELITE will be able to convert or repair LICENSEE s database files and LICENSEE is responsible for all fees incurred whether ELITE is successful or not in its attempt to convert or repair LICENSEE s database file Generally depending on the level of data corruption or conversion ELITE will convert or repair database files within seventy two hours 72 hours of receipt of LICENSEE s signed Elite Software Credit Card Authorization for Extended Training or Technical Support Note A rush fee of 45 can be charged for Extended Support to be performed within twenty four 24 hours However based on a particular situation and or the l
31. telephone which could involve assisting LICENSEE with converting LICENSEE s database files from a third party software program into a database format recognized by the Elite Property assisting LICENSEE with the Software Program s corrupted database files as outlined in Paragraph 21 of this Agreement reviewing LICENSEE s database files for training purposes or assisting LICENSEE in areas that are not related to the Elite Property or not related to specialty hardware items purchased from Elite Software Such Extended Support is available at a fee of 125 00 per hour limited to the hours of operation for the Training or Technical Support Departments outlined in Paragraph 17 hereof For purposes of this paragraph an hour is defined as any sixty minute period or portion thereof The fee for Extended Support may change from time to time and any changes are posted on Elite s web site http www elitesoftwate com tech tech htm If LICENSEE should desire this advanced level of support LICENSEE agtees to sign and return to ELITE the Elite Software Credit Card Authorization for Extended Training or Technical Support However regarding database files or documentation sent by LICENSEE to ELITE for conversion corruption repair or other diagnostic analysis LICENSEE is required to pay a nonrefundable 35 diagnostic fee for ELITE to review LICENSEE s data or documentation PRIOR to LICENSEE receiving any Extended Support The diagnostic fee mus
32. will be compatible with the SCSD Additionally TRANSFEREE agrees ELITE is not responsible for any costs that TRANSFEREE may incur as a result of installing a second port or replacing the computer d The Software Program requires an authentication date which permits the Software Program to function TRANSFEREE must update the authentication date on a monthly basis for continual usage of the Software Program Authentication can be performed automatically by the Software Program using an Internet connection or by TRANSFEREE making a toll direct dial phone call to the EAVAC Elite Automated Voice AuthentiCation system TRANSFEREE understands the process of updating the authentication date cannot be handled over the telephone by an ELITE representative via ELITE s regular toll free telephone line ELITE and TRANSFEREE both agtee the process of updating the authentication date via the Internet does not involve the collection of any personal information from TRANSFEREE or TRANSFEREEF S computer e Monthly subscription payments must be directly debited from TRANSFEREE S bank account and TRANSFEREE shall sign ELITE s Automatic Payment System APS Agreement and submit it with this License and Monthly Subscription Agreement In the event TRANSFEREE does not elect the direct debit option or is not approved by ELITE for direct debit TRANSFEREE has the option to purchase a license to use the Elite Property or cancel this License and Monthly Subsc
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