Accrisoft Customer Subscription License Agreement

Accrisoft Corporation (“Accrisoft”, “we”, “us” or “our”) is located at 2001 Siesta Drive, Suite 202, Sarasota, Florida 34239-5200. Directly and through our authorized resellers we offer customers the following:

1. Subscriptions to use “Freedom,” our comprehensive, web-based solution that consists of multiple applications (“Freedom Services”), currently including a Website Content Management System Application, Operations Management Software Application, Sales and Customer Relationship Management Application, Marketing Application, and a Finance Application;

1. Website designs services (“Design Services”); and 

1. Website hosting services through our AccriCloud dynamic hosting environment on Accrisoft or third party contract servers (“Hosting Services”).

The Freedom Services, Design Services and websites licensed to you in connection with Design Services, and Hosting Services are sometimes referred to as the “Accrisoft Service(s)”.  This Accrisoft Customer Subscription License Agreement is referred to as this “Agreement”. Subscriptions to Accrisoft Services are sold under separate agreements between customers and Accrisoft and/or its resellers, that may include subscription agreements and other documents specifying pricing, length of subscriptions, Freedom Services being subscribed for, website features for Design Services, server size and other details for Hosting Services, and other relevant terms (together, the “Customer Subscription Agreement”).  If you have not entered into an express Customer Subscription Agreement with us or with an Accrisoft Reseller, then at our sole discretion we may offer you a Customer Subscription Agreement at prices and on terms and conditions as we determine, and your acceptance of this Agreement will also be your acceptance of the Customer Subscription Agreement. This Agreement is in addition to the Customer Subscription Agreement, and includes the licenses under which customers are granted rights to use the Freedom Services and websites created with Design Services, and any other rights required to use the Accrisoft Services for which the customer has subscribed. Amendments to this Agreement may be posted by Accrisoft from time to time on its website, and all of which will be deemed incorporated herein by this reference and accepted by you when any subscribed-for rights are exercised after the amendment is posted.

The customer with which Accrisoft or its reseller enters into a Customer Subscription Agreement, or to which access to Accrisoft Services is otherwise given, is referred to as “customer” or “you”.  Certain features of the Accrisoft Services may be accessible by third party end users to whom you provide access, and they are referred to as “End Users”. 

Your rights and licenses granted under this Agreement are limited to the Accrisoft Services for which you subscribed in the Customer Subscription Agreement, only during the term of the subscription, and only for so long as you timely pay all amounts due thereunder and do not otherwise breach the Customer Subscription Agreement or this Agreement (the “Term”).  If you do not enter into a Customer Subscription Agreement then no rights or licenses are granted to you herein. The Accrisoft Services for which you subscribe, and the prices charged to you for those services are determined in the applicable Customer Subscription Agreement, not this Agreement. In addition, in order to exercise the rights granted to you herein you must first agree to be bound by the terms and conditions of this Agreement, without counter offer, addition, deletion or variance, all of which are rejected by Accrisoft. Indicate your acceptance by clicking on “Accept” in this dialog box. If you view or use any Accrisoft Services, or you make any Accrisoft Services accessible by End Users over the internet or by any other means, then your use, viewing, or that accessibility will also be your acceptance of this Agreement. Any of these actions will constitute your agreement to be bound by the terms and conditions of this Agreement and shall be enforceable in the same way as if you had signed this Agreement and returned your signed copy to Accrisoft. If you exit this dialog without clicking “Accept”, or you click “Reject”, and you do not use any Accrisoft Services or make any Accrisoft Services accessible by End Users, then you reject this Agreement, have no rights whatsoever with respect to any Accrisoft Services, and must immediately cease all use of all Accrisoft Services.

1.0 You represent to Accrisoft that you are a business, and that the Accrisoft Services are used by you in your business. You agree not to use or allow access to the Accrisoft Services in or from any country in the world where the use or access is not legal, prejudices any rights of Accrisoft, in which Accrisoft’s intellectual property is not protected, or that requires special rights or licenses be obtained by you or Accrisoft.

2.0 If you license websites from us in connection with Design Services, or from an Accrisoft reseller, you will provide, at your own cost and expense, your unique text, photographs, graphics and other content required for the website. It is your responsibility to web-enable your content. Websites licensed by us may not accommodate all content. The Customer Subscription Agreement includes additional terms related to Design Services and Hosting Services. Until such time as you enter into a Customer Subscription Agreement and pay all amounts required thereunder, and accept this Agreement, the Accrisoft Services may only be used for setup and customization purposes, and may not be viewed or used by you or any other person or entity.

3.0 You agree to abide by Accrisoft's administration and update policies that are in effect from time to time. You have been provided with an adminsitrative ID and password. You represent to Accrisoft that you obtained the subscription to Accrisoft Services for your own use, and not the use of any other person or entity, and that you provided Accrisoft with your full and accurate name and any required contact information, and upon your first access to the Accrisoft Services you entered the adminsitrative ID and Password and read and accepted this Agreement (if you rejected this Agreement you are obligated to cease all use of any Accrisoft Services). You acknowledge that you are responsible for the security of your information and content. You agree that you will not permit any other person or entity to have or use your ID and password, and to notify us in writing immediately if any person or entity obtains unauthorized access to your ID or password, or of any other breaches of security. Accrisoft is not responsible or liable, to you or any third party, for any loss or damage caused, in whole or in part, by your failure to maintain account security.  Accrisoft Services may automatically contact Accrisoft’s license servers to remain accessible by you. The Accrisoft Services are hosted on Accrisoft’s servers and accessed by you through the internet, and may be unavailable at intervals determined by Accrisoft, during which time Accrisoft may provide updates and administer the Accrisoft Services. In the event that the Accrisoft Services are unavailable for more than 24 hours at a time, you may request a partial refund of your annual subscription fee in proportion to the amount of time the Accrisoft Services are unavailable.

4.0 The Accrisoft Services may contain content or feeds from, or links to, third party websites or vendors (“Third Party Providers”). Accrisoft may from time to time change Third Party Providers for like services, and Third Party Providers may from time to time change the content or feeds that they provide, or change the websites to which links are provided or Accrisoft may from time to time remove services provided by Third Party Providers (all of the foregoing are “Third Party Changes”). In addition to Third Party Changes, Accrisoft may, but is not obligated to, modify the Accrisoft Services from time to time to when Accrisoft determines it is necessary or desirable.

5.0 Accrisoft owns all intellectual property in, to and under the Accrisoft Services (as originally constituted and as later modified by Accrisoft) except for source material provided by you or your website developer, which shall remain your separate intellectual property. No Accrisoft Service shall be deemed a joint work, compilation, derivative work or other work of multiple authorship as a result of your use of the Accrisoft Service, or incorporation of your source material, or inclusion of material in modules designated by Accrisoft from time to time as having Customer Administration Rights (“CAR”), or any content from Third Party Providers or other third parties.

6.0 Subject to all other terms and conditions in this Agreement and in the applicable Customer Subscription Agreement, Accrisoft hereby grants to you during the Term, as to Accrisoft Services for which you have subscribed from Accrisoft or one of its authorized resellers, and for which Accrisoft has been paid (by you if you are a direct customer of Accrisoft, or otherwise by your reseller), a license to: (i) use the subscribed for Accrisoft Service and any technical information provided by Accrisoft to support that use; (ii) setup Accrisoft Services and administer CAR modules with content in accordance with Accrisoft's customization and setup policies in effect from time to time; (iii) permit use by End Users of the Accrisoft Services designated by Accrisoft as End User accessible. End Users are not third party beneficiaries of this Agreement. You have no other rights or licenses with respect to any Accrisoft Services, or any other material provided by Accrisoft.  Without limiting the generality of the foregoing, you agree not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble, unlock, decrypt or otherwise attempt to derive source code or view the code of any Accrisoft Service, and you may not resell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any of the licenses or rights granted herein.  You also agree to not remove, obscure, or alter Accrisoft's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Accrisoft Services. Upon the termination, or during any suspension, of the Customer Subscription Agreement or the licenses granted herein, you must immediately cease all of these licensed activities, and your failure to do so is a breach of this Agreement and infringement of our intellectual property.

If you subscribe for additional Accrisoft Services under your Customer Subscription Agreement, or you increase or add to the level or service or features of an Accrisoft Service that was already subscribed for, then the additional or enhanced Accrisoft Service will be added to the license granted herein.

From time to time Accrisoft may make free or reduced price, or other promotional services available (“Promotional Services”). Promotional Services are Accrisoft Services.  Without limiting similar provisions herein and in other Accrisoft agreements, Accrisoft reserves the right to include, imprints, marks and other branding impressions (“Branding”) on, under, and otherwise in connection with all Promotional Services and output generated thereby, and you will not alter, remove, augment, add to, or take any other action to interfere with any such Branding. In addition, you agree to receive regular e-mail or other communication from Accrisoft, collect information on your DNS identifiers and can associate you name and contact information with your DNS identifiers, and may include all such information in databases owned by Accrisoft, that it may use to market to and communicate with you, and to gather other data, and it may lease, lend, sell and license such information to others for Accrisoft’s own benefit and as to which you have no rights.

Without limiting any other provision herein, Accrisoft may terminate the license granted herein as to Promotional Services at any time, without prior notice, for any or no reason, including (a) if you fail to use the Promotional Services at least once every 90 days or fail to keep Promotional Services continuously active, (b) you subscribe for a number of Promotional Services determined by Accrisoft to be excessive, (c) you provide or operate the Promotional Services for any third party, (d) you fail to provide your full and accurate name and contact information when you subscribe for Promotional Services or when you activate the Promotional Services; or (e) you use any Hosting Services provided as or with Promotional Services for any purpose other than for the Promotional Services.

7.0 Accrisoft may in its discretion terminate or suspend the licenses granted to you herein, and the related subscription for the Accrisoft Services, without providing you with any advance notice, in the following events: you fail timely to pay any amounts due from you to Accrisoft or your Accrisoft Reseller; your Accrisoft Reseller or website developer fails timely to pay all amounts due from it to Accrisoft, even if you timely pay your Accrisoft Reseller or website developer; if your Accrisoft Reseller materially breaches any of its agreements with Accrisoft; if you breach your Customer Subscription Agreement or this Agreement; or if Accrisoft provides notice that it is insecure and you fail to provide Accrisoft with the assurances requested in its notice. Accrisoft may in its discretion, without providing you with notice, suspend operation or shutdown and/or remove your access to the Accrisoft Services at any time that the license is suspended or terminated. In the event that your license is suspended or cancelled and your Accrisoft Services are suspended or shutdown, as a result of a default by your Accrisoft Reseller or website developer and not by you, you may contact Accrisoft customer service and open a user account, correct the breach and/or pay the amounts due, and renew your license and subscription to the Accrisoft Services. The foregoing are not Accrisoft’s exclusive remedies.

8.0 You agree to defend (with counsel chosen by Accrisoft) and shall hold Accrisoft, its officers, directors and shareholders harmless against all damages, costs and expenses of every type and description that result from or are related to your use of any Accrisoft Services, your domains and any content or data used with any Accrisoft Services, any data input by or for you in any CAR modules, any data input by any of your End-Users, any acts or omissions by you, your employees and agents, or your End-Users, relating to use of the Accrisoft Services, regardless of the grounds and regardless of whether litigation is commenced.

9.0 Accrisoft does not generally provide customer support except for its direct customers. You must contact your Accrisoft Reseller or website developer, not Accrisoft, for all customer support including for product training, complaints and technical problem solving, and issues related to CAR modules. You acknowledge and agree that your reseller or website developer is an independent company not related to Accrisoft, and it does not act for, and has no authority to bind, Accrisoft. You acknowledge and agree that Accrisoft is not liable for any act or omission of your Accrisoft Reseller or website developer. If you wish to log a complaint to Accrisoft regarding your Reseller or website developer you may do so through our customer service department.

10.0 You own all user data, whether input into the Accrisoft Services by you or your End-Users or gathered automatically from users' computers through software interfaces (“User Data”). User Data that is gathered through the Accrisoft Services may be downloaded by your CAR module administrator. At your option you may elect to restrict access to User Data by written notice to Accrisoft delivered to its corporate headquarters and marked to the attention of customer service. If you do not so elect, then Accrisoft may gather User Data during its administration of the Accrisoft Services, and it may use, at no cost, all such data as it desires. You agree that you shall notify Accrisoft to restrict access to User Data if such User Data is subject to any data privacy laws, rules or regulations, that would be breached absent such restriction and you shall defend and hold Accrisoft harmless against all claims, damages, liabilities and expenses of every type and nature, in the event that you fail to request that access to such data be restricted. You acknowledge that Accrisoft has no control over the content of User Data provided by or to you, and Accrisoft is not under any circumstances responsible to you or any third parties for the accuracy, truth, or propriety of User Data.  You further acknowledge that Accrisoft may preserve User Data it obtains and disclose it if required by law or if Accrisoft reasonably believes such disclosure is necessary to protect itself, its personnel, other users, or the public.  

11.0 In addition to other grounds for suspending and canceling your subscription or related license and suspending or shutting down access to the subscribed for Accrisoft Services, Accrisoft may immediately without notice terminate your subscription and license and shutdown access to the Accrisoft Services if your use of any Accrisoft Service is illegal, abusive or unethical, including, but not limited to, use for spamming, phishing, pornography, violations of privacy, hacking, or distributing computer viruses, as determined by Accrisoft in its sole discretion. 

12.0 Accrisoft may list you as an Accrisoft customer or subscriber. As applicable, websites or other content created with Accrisoft Services may contain Accrisoft's legend so indicating, and/or that it is powered by Accrisoft, or other similar legends determined by Accrisoft. Any notice that a copyright is owned by an Accrisoft Reseller or website developer or by you must clearly convey that it is only a reference to the content provided by the reseller and you, and not the Accrisoft Services or any of its underlying computer code. The Customer Subscription Agreement, this Agreement, all IDs and passwords provided by Accrisoft, the non-viewable structure of the software that provides Accrisoft Services, and Accrisoft's other confidential business and technical information are Accrisoft's intellectual property and “Confidential Information.” You shall not disclose the Confidential Information to third parties nor directly or indirectly use the Confidential Information for your own or another's benefit except as contemplated herein for so long as your license hereunder remains active, and thereafter for so long as the information remains confidential, even if it does not rise to the level of being a trade secret.

13.0 ACCRISOFT PROVIDES YOU WITH NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. You have represented that you are a business and that the Accrisoft Services will be used in your business. If you use, or intend to use, the Accrisoft Services for your home or personal purposes then your subscription and related license terminates and use of the Accrisoft Services must cease and access will be shut down. Accrisoft is not liable to you for any reason whatsoever, and you have no remedy against Accrisoft for any loss, damage or expense of any kind, including but not limited to, consequential, special, incidental or punitive damages or loss of profits, damages for lost profits or for damages based upon strict or absolute liability in tort, damages in contract or by statute, damages for lost data, spamming, viruses, interrupted transmissions, or unauthorized access to the Accrisoft Services, whether or not caused directly or indirectly by Accrisoft's performance or failure to perform hereunder, and regardless of whether Accrisoft has been informed of the possibility of such damages.

14.0 This Agreement and any Customer Subscription Agreement with Accrisoft, and the agreements and terms referenced or incorporated herein and therein, are the entire Agreements and understandings between us as to the subject matter hereof, and they supersede all prior or contemporaneous agreements, written or oral. No agreement between you and an Accrisoft Reseller is binding on Accrisoft. Information on Accrisoft's website is promotional in nature is not an agreement by Accrisoft. Except for amendments published by Accrisoft and accepted by you as provided above, this Agreement may not be amended, and no provision may be waived, except in a writing executed by both parties. Where the context of this Agreement requires, singular terms shall be considered plural, and plural terms shall be considered singular, and masculine, feminine and neuter pronouns shall be equivalent in meaning. You may not assign or delegate this Agreement or any of your rights or obligations hereunder, in whole or in part, without the written consent of Accrisoft. Any purported assignment or delegation by you without Accrisoft's written consent shall be void. Sale of you, whether by merger, asset sale, stock sale or otherwise, shall be deemed an assignment of this Agreement. All notices hereunder shall be in writing and given by personal delivery, mail, overnight delivery or by email transmission to a party at the address or email address regularly used for business. Notices are given when delivered to such address, or if otherwise actually received by the addressee. This Agreement shall be deemed to have been made in Sarasota, Florida for all purposes and shall be governed by and construed in accordance with the laws of the United States and the State of Florida, without regards to conflict of laws, and the parties expressly opt out of all applicable international treaties and conventions that may impact the making, performance or enforcement of this Agreement. Notwithstanding the foregoing, the federal laws of the United States, all foreign laws and all international treaties and conventions that provide Accrisoft with protections and/or rights in connection with Accrisoft's intellectual property and trade secrets shall apply. All actions relating to the making or performance of this Agreement shall be brought in the courts, state or federal, sitting in Sarasota County, Florida, and the parties hereby consent to the jurisdiction and venue of such courts. Notwithstanding the foregoing, Accrisoft may bring suit in any court or before any other body if it deems it necessary to enforce or protect its intellectual property or Confidential Information, or to enforce its rights or your obligations under this Agreement. IF YOU COMMENCE ANY ACTION IT SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE LITIGATED ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS. The court’s authority to resolve and make written awards is limited to claims between you and us alone. Claims may not be joined or consolidated unless agreed to in writing by all parties. No award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the action. Notwithstanding any other provision herein, if any portion of this Class Action Waiver provision is deemed invalid or unenforceable, then we shall have the right to appeal that decision. At our election, if you commence an action or counter-claim related hereto in court then we can require the action or counter-claim be dismissed and re-commenced by you as arbitration with the American Arbitration Association sitting in Sarasota, County. This Agreement shall be interpreted in English only and all proceedings of any type related to this Agreement shall be conducted in English only. You agree not to exercise your license rights and not to use or allow any use of Accrisoft Services in any country as to which such exportation or use is prohibited under the laws of the United States or such other country. You agree to comply with all laws, rules and regulations of Florida and the United States, including those governing export control and you agree that you and/or your Reseller are responsible for payment of all tariffs and other charges that may be applicable to your purchase of your subscriptions or the granting of this license or use of any Accrisoft Services outside of the United States and you agree to defend and hold Accrisoft harmless against all such issues and any such tariffs or other charges. Termination or suspension of your subscriptions and/or licenses hereunder does not terminate or suspend any of Accrisoft's rights or your obligations hereunder that will survive such suspension or termination and the removal of your access to the Accrisoft Services.

Rev111017