BOSS CYBERNETICS - Terms and Conditions
Source Code / Platform Site License and Confidentiality Agreement (B.O.S.S. SOFTWARE USER AGREEMENT)
The BOSS CYBERNETICS software (hereinafter “BOSS”), a joint project of Bella Collina Events L.L.C. of Stokesdale, N.C. (hereinafter “Bella”), a for profit organization with offices at 9500 Mt. Carmel Road, Stokesdale NC 27357, is willing to grant you, The licensee (hereinafter referred to as “Licensee”) a limited license to have access to the BOSS software source code / platform only upon the condition that you accept all of the terms in this license agreement. Before you access the accompanying software media, read the terms and conditions of this license agreement carefully. By opening or accessing the accompanying software media—or meeting any of the other Acceptance Criteria as outlined in Section 9 of this document—you are consenting to be bound by and are becoming a party to this license agreement. If you do not agree with the terms and conditions of this agreement, BOSS is unwilling to license the BOSS software source code / platform to you. BOSS provides the software in source code / platform form, and any related materials (the “Software”) and licenses its use to you. B.O.S.S.
Software License Agreement
This is a License Agreement between BOSS and the Licensor (hereafter jointly referred to as the Licensor or Architect) and Licensee. (hereafter referred to as “You” or “the User”), based on the following facts, terms and conditions
1. GRANT OF LICENSE, Licensor hereby grants to the User and the User hereby accepts a nontransferable and nonexclusive limited license to use the Software under the terms of this License Agreement, without accompanying services or support. The license granted herein is further subject to the following conditions:
a. You agree that the Software source code / platform and documentation provided by Licensor is confidential, and You shall take all reasonable precautions to protect the source code / platform and documentation, and preserve its confidential, proprietary and trade secret status in perpetuity.
b. All of Your employees and independent contractors with access to the Software shall be bound to make no unauthorized use or disclosure of the Software.
c. You agree that a breach of your obligations to protect Licensor’s Software may cause immediate and irreparable harm to Licensor, which cannot be adequately compensated by monetary damages. Accordingly, any breach or threatened breach of confidentiality shall entitle Licensor to seek preliminary and permanent injunctive relief in addition to such remedies as may otherwise be available to Licensor.
d. The User must reproduce and include the copyright and other proprietary notices of Licensor on any copy of all or any portion of the Software, and all such copies shall be subject to all the terms and conditions of this Agreement.
e. The User may not repackage the Software or any related product for the purpose of serving the Software or related functionality to third parties without obtaining the prior express written consent of Licensor.
f. This license is strictly for use by one site only and is not licensed for providing automated services to third parties.
g. The User may modify the Software to adapt it to User’s purposes, provided such modifications are consistent with the rights and restrictions contained herein.
h. This license is strictly limited to INTERNAL use within one site / platform. The license granted herein is personal and cannot be transferred without obtaining the prior written consent of Licensor. The rights granted to Licensee under this Agreement are extended only to the individual or corporate entity identified herein. Licensee may not sublicense or transfer the Software to any other entity, including other sites, corporate affiliates, subsidiaries, or parent corporations.
i. LICENSOR SHALL HAVE NO RIGHTS IN ANY MODIFICATIONS, CHANGES, OR ENHANCEMENTS TO THE CODED SOFTWARE MADE BY USER.
2. ROYALTIES The User shall pay a nonrefundable monthly license fee of One Percent (1%) of the total gross income a month. Payment is due monthly from the execution of this Agreement. If zero income is generated in a particular month, zero monies are due. One percent of zero is still zero. If income is generated, one percent of that income is due. All payments are due in U.S. dollars, and shall be made to: BOSS CYBERNETICS P.O. Box 734 Stokesdale, NC 27357 Attn: Billing Department upon receipt of payment and an executed copy of this Agreement, an access account will be established for Licensee to download the Software.
3. LICENSOR’S RIGHTS The User acknowledges that the Software constitutes valuable copyrighted intellectual property. By accepting this License, the User does not become the owner of the Software. The User has the limited right to use the Software as set forth in this License Agreement. The User agrees not to provide or otherwise make available the Software in any form to any person or entity without prior written consent of Licensor, except as provided in this Agreement. The User will provide at least the same protection to the intellectual property of Licensor as it uses to protect its own intellectual property.
4. USER’S AGREEMENT Except as provided in this Agreement, the User agrees not to copy the Software received from Licensor in whole or in part. The User may copy the Software in whole or in part for internal use only. The original and all copies made by the User, in whole or in part, shall be and remain the property of the Licensor. If at any time the User becomes aware of unauthorized use or copying of the Software or documentation by its employees not in strict accordance with the provisions of the Licensing Agreement, it shall promptly and affirmatively notify the Licensor of such unauthorized use, providing as much detail as possible concerning such unauthorized use.
5. LIMITED WARRANTY THE SOFTWARE IS PROVIDED “MAINTAINED” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE OPERATOR USING THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOUR ENTIRE AND EXCLUSIVE REMEDY SHALL BE GOVERNED BY PARAGRAPH 6 HEREOF.
6. LIMITATION OF REMEDIES IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS, DISTRIBUTORS, OR DEALERS BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT OR OTHER DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL LICENSOR BE LIABLE FOR ANY CLAIM BY ANY OTHER PARTY. ALL SOFTWARE IS MAINTAINED BY BOSS CYBERNETICS TO FUNCTION AS EXPLAINED.
7. GOVERNING LAW
This License Agreement is to be governed by and construed in accordance with the laws of the State of North Carolina, U.S.A. If any provision of this License Agreement in any way contravenes the laws of the state or jurisdiction where this License Agreement is to be performed, such provision shall be deemed to be deleted and, if any term is this License Agreement shall be declared in a final adjudication to be illegal or contrary to public policy, it shall not affect the validity of any other term or provision of the License Agreement. The User and Licensor hereby agree that any action in law or in equity arising under this Agreement shall be filed in and only in the District Court of the State of North Carolina or the United States District Courts in North Carolina. The parties hereby consent and submit to the personal jurisdiction of such courts for purposes of litigating any such action.
8. ATTORNEY FEES If any legal action or arbitration shall be instituted by either party to this License Agreement against the other party with respect to the subject matter of this License Agreement, the prevailing party may be entitled to recover, in addition to any other relief, reasonable attorney’s fees and expenses to the extent granted by a court of competent jurisdiction.
9. ACCEPTANCE In addition to executing this Agreement and submitting payment, any one of the following will also meet the definition of ACCEPTANCE. a) Packaged Software: By opening the accompanying software media, you agree to all of the terms of this license Agreement. If you do not agree to these license terms and conditions, please do not log on to the platform. b) Internet access: By logging on “Log In” (or similar language) below, you agree to all the terms and conditions of this license agreement. If you do not agree to all these license terms and conditions, click on “No, I do not Agree” (or similar language) to exit and terminate the registration process.
10. EXPORT REGULATIONS. The Software, including technical data, is subject to U.S. export control laws, and may be subject to export or import regulations of other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software. Software may not be downloaded, or otherwise exported or re-exported (i) into, or to a national or resident of, Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria, or any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nations or the U.S. Commerce Department’s Table of Denial Orders.
11. ENTIRE AGREEMENT This License Agreement constitutes the entire agreement between the parties and may not be modified except in writing signed by both parties hereto.
12. NO TRANSFER None of your rights, duties or obligations under this Agreement may be sold, sublicensed, assigned, rented, leased, loaned or otherwise transferred without the prior written consent of Licensor and any attempt to do so is void.
13. YOU ACKNOWLEDGE THAT:
a) YOU HAVE READ THIS ENTIRE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS;
b) THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE UNDERSTANDING AND CONTRACT BETWEEN US AND SUPERSEDES ANY AND ALL PRIOR ORAL OR WRITTEN COMMUNICATIONS RELATING TO THE SUBJECT MATTER HEREOF;
c) THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED OR IN ANY WAY ALTERED EXCEPT BY A WRITTEN AGREEMENT SIGNED BY LICENSOR.
14. ALL SALES By signing this agreement, you agree that all wedding related sales will be entered into the invoicing section of the BOSS platform. You have the option of entering other events into BOSS to take advantage of the features of BOSS. If the USER is found not entering customers or wedding related events on to the platform, a warning will be given. If the user is found in fault again, a suspension will be placed on the USER for one month (30 days). If the USER is found in fault again, the USER will lose all rights to the software / platform.
15. Contract Term By signing this agreement, you agree that there is no term of length with the use of the software. You may request at any time that you would like to terminate the use of the software. All previous payments will still be collected. Future payments are then dissolved as you are not using the software for your business. At this point customer apps, vendor apps, employee apps, all logins, email capability through the software and all other functions will be disabled.
16. Delinquency If the licensee is more than 30 days delinquent, we will attempt to collect the debt. If the licensee goes more than 60 days delinquent, the account will be suspended until payment is made in full. The licensee always has the right to pre-pay for services. After three suspensions, the account will be up for review with possible permanent disconnection.