END USER LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. - SIGNIFY YOUR AGREEMENT BY CLICKING THE "AGREE" BUTTON. - IF YOU DO NOT AGREE TO THIS AGREEMENT, CLICK “DISAGREE” AND DO NOT USE OR ACCESS THE SOFTWARE.This agreement is between you, the customer, whether an individual or entity (Customer) and Scaleit, LLC., a Florida limited liability company (Scaleit). The Scaleit software, updates, documentation, and license keys (Software) are licensed and are not sold. For other than trial use, Customer must purchase weighing card licenses from Scaleit.
1. TRIAL LICENSE. Subject to the other terms of this agreement, Scaleit grants Customer a non-exclusive license to evaluate the Software solely to decide if Customer wants to purchase a license to additional weighing cards licenses (Trial License), if Customer has not purchased any weighing card licenses for a fee.
2. LICENSE. Subject to the other terms of this agreement, Scaleit grants Customer a non-exclusive, limited duration non-transferable license up to the number of weighing card licenses purchased to:
a. operate the Software in object code form only in Customer’s business operations; and
b. reproduce the Software as necessary for its operation and for archival and backup purposes.
3. RESTRICTIONS. Without the prior written consent of Scaleit, Customer is prohibited from:
a. assigning, sublicensing, or renting the Software or using it in any type of software service provider or outsourcing environment;
b. causing or permitting reverse engineering (except to the extent expressly permitted by applicable law despite this limitation), decompiling, disassembling, modifying, translating, making any attempt to discover the source code of the Software; or
c. evaluating or using, or facilitating the evaluation or use, of the Software for the purpose of competing with Scaleit.
4. PROPRIETARY RIGHTS AND CONFIDENTIALITY. Scaleit or its licensors retain all right, title and interest to the Software and all related intellectual property and proprietary rights. The Software is protected by applicable copyright, trade secret, industrial and other intellectual property laws. Customer may not remove any product identification, copyright, trademark or other notice from the Software. Scaleit reserves all rights not expressly granted to Customer.
Recipient cannot disclose Confidential Information of Discloser to any third party or use the Confidential Information in violation of this agreement.
a. Confidential Information means all proprietary or confidential information that is disclosed to the recipient (Recipient) by the discloser (Discloser), and includes, among other things:
i. any and all information relating to products or services provided by a Discloser, its financial information, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts;
ii. as to Scaleit, and its licensors, the Software; and
iii. the terms of this agreement, including without limitation, the weighing card license pricing.
b. Confidential Information excludes information that Recipient can show:
i. was rightfully in Recipient's possession without any obligation of confidentiality before receipt from the Discloser;
ii. is or becomes a matter of public knowledge through no fault of Recipient;
iii. is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or
iv. is independently developed by or for Recipient without use of the Confidential Information.
Recipient may disclose Confidential Information if required by law, but it will attempt to provide notice to the Discloser in advance so it may seek a protective order.
ANY MISUSE OR THREATENED MISUSE OF THE SOFTWARE OR VIOLATION OF THIS AGREEEMENT MAY CAUSE IRREPARABLE HARM TO SCALEIT FOR WHICH THERE IS NO ADEQUATE REMEDY. SCALEIT IS ENTITLED TO SEEK IMMEDIATE INJUNCTIVE RELIEF FROM A COURT OF COMPETENT JURISDICTION IN THE EVENT OF SUCH BREACH OR THREATENED BREACH.
5. TERMINATION. This agreement is in effect until terminated.
a. By Customer. Customer may terminate the agreement with notice to Scaleit along with removing the Software from all computers, and returning or destroying the original and copies of the Software.
b. Upon Breach. This agreement will automatically terminate if Customer is in breach of any term of this agreement after 30-day notice and cure period.
c. Upon Notice From Scaleit, After All Weighing Card Licenses Are Used. Scaleit may terminate this agreement with notice and without liability, effective when all weighing card licenses have been used.
Upon termination of this agreement for any reason, Customer must immediately stop all use of the Software, remove the Software from its computers, and either destroy the original Software and all copies of the Software, or return the Software to Scaleit. Customer must confirm in writing that it has complied with these requirements upon the request of Scaleit.
6. PAYMENTS AND DELIVERY. Customer must purchase and pay for weighing card licenses in advance, or otherwise within 30 days of the invoice date. Customer is responsible for any sales, use or similar taxes on the Software. Customer accepts the Software on the date of the order.
7. SOFTWARE PERFORMANCE WARRANTY, REMEDY AND DISCLAIMER. Except for a Trial License, Scaleit warrants--until the weighing card licenses have all been used--that the Software will perform in substantial accordance with the online training videos located at http://www.truck-scale-software.com/video. This warranty will not apply to any problems caused by software (other than the Software), hardware not supplied by Scaleit, use other than in accordance with the product documentation, or misuse of the Software.
a. LIMITED REMEDY. SCALEIT’S ENTIRE LIABILITY, AND CUSTOMERR EXCLUSIVE REMEDY, FOR BREACH OF THE ABOVE WARRANTY IS LIMITED TO: SCALEIT’S USE OF COMMERCIALLY REASONABLE EFFORTS TO REMEDY DEFECTS COVERED BY THE WARRANTY OR REPLACEMENT OF THE DEFECTIVE SOFTWARE WITHIN A REASONABLE PERIOD OF TIME, OR IF SCALEIT CANNOT REMEDY OR REPLACE SUCH DEFECTIVE SOFTWARE WITHIN SUCH TIME PERIOD, THEN SCALEIT WILL REFUND THE AMOUNT PAID BY CUSTOMER FOR THAT WEIGHING CARD. SCALEIT’S OBLIGATIONS ARE CONDITIONED UPON CUSTOMER PROVIDING SCALEIT WRITTEN NOTICE OF THE CLAIM DURING THE WARRANTY OR 30 DAYS AFTER THE END OF SUCH PERIOD, AND COOPERATION AND ACCESS TO THE SOFTWARE IN RESOLVING ANY CLAIM.
b. DISCLAIMER OF OTHER WARRATNIES. EXCEPT FOR THE ABOVE PERFORMANCE WARRANTY, SCALEIT DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
8. ANNUAL SUPPORT. Scaleit’s technical support program is included with all paid weighing card licenses. Scaleit may change its support terms at any time. More information on Scaleit’s support is located at: http://www.truck-scale-software.com/support
9. DISCLAIMER OF DAMAGES. SCALEIT IS NOT LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, SUPPORT, THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND DAMAGE TO, OR LOSS OF USE OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW.
10. LIMIT ON LIABILITY. SCALEIT’S TOTAL LIABILITY FOR ALL DAMAGES IS LIMITED TO THE AMOUNT PAID FOR THAT WEIGHING CARD.
11. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and documentation are provided with restricted rights. Use, duplication, or disclosure by the U.S. government or any agency thereof is subject to restrictions as set forth in subparagraph (c)(I)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 C.F.R. 52.227-19, as applicable. Contractor/manufacturer is Scaleit, LLC. 28870 US Highway 19 North Clearwater, Florida
12. GOVERNING LAW AND EXCLUSIVE FORUM. This agreement is governed by the laws of the State of Florida, without regard to conflict of law principles. Any dispute arising out of or related to this agreement must be brought in the state and federal courts for Pinellas County, FL. Customer consents to the personal jurisdiction of such courts and waives any claim that it is an inconvenient forum. The prevailing party in litigation is entitled to recover its attorneys’ fees and costs from the other party.
13. MISCELLANEOUS.
a. Entire Agreement. This agreement, and all weighing card license orders, constitute the entire agreement between the parties, and supersedes all prior or contemporaneous negotiations, representations or agreements, whether oral or written, related to this subject matter.
b. Modification Only in Writing. No modification or waiver of any term of this agreement is effective unless signed by both parties.
c. Non-Assignment. Neither party may assign or transfer this agreement to a third party, except that the agreement may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a party.
d. Export Laws. Customer agree not to import, export, re-export, or transfer, directly or indirectly, any part of the Software or any underlying information or technology except in full compliance with all United States, foreign and other applicable laws and regulations.
e. Independent Contractors. The parties are independent contractors with respect to each other.
f. Enforceability. If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
g. No PO Terms. Scaleit rejects additional or conflicting terms of a Customer’s form-purchasing document.
h. Survival. All terms that by their nature survive termination or expiration of this agreement, will survive.
Product Licensing Terms:
The following additional terms apply to the Software below:
Weighing Card License:
means a weigh transaction in the Software.
