End User License Agreement
A. This is a legal agreement between (Licenser) REAL BUSINESS SOLUTIONS INC. an Illinois Corporation, P.O. Box 1010, Orland Park, IL 60462, hereinafter referred to as RBS, and you (either individual or entity), also known as LICENSEE, regarding your use of W2 MATE software ("SOFTWARE"). By loading this SOFTWARE package, you agree to be bound by the terms of this agreement. If you do not agree to the terms, return the SOFTWARE immediately with all-accompanying documents and packaging to RBS for a full refund or credit at the sole discretion of RBS not including shipping and handling. This entire contract is extended to cover all of the LICENSEE'S locations.
B. GRANT OF LICENSE: RBS grants and the LICENSEE accepts on the terms and conditions contained herein, the RBS W2 MATE software, hereinafter referred to as the SOFTWARE, for use in preparation of tax forms.
LICENSEE agrees that the SOFTWARE is not a professional advisor, bank, tax investment advisor, nor a "tax preparer" as defined by Internal Revenue Service, and RBS cannot be held responsible for decisions made on the basis of data produced by the SOFTWARE. RBS shall not be liable for late delivery of the SOFTWARE in the event changes in Internal Revenue Service regulations or State, Local or Federal tax code require changes in the SOFTWARE. The LICENSEE agrees that he/she is responsible for insuring that the results and documents produced by the SOFTWARE are correct.
C. CONFIDENTIALITY: Any portion of the SOFTWARE or copies thereof, and all copyrights, trade secrets, and intellectual and proprietary rights therein are and shall remain the valuable property of RBS, and shall be treated by the LICENSEE with the utmost confidentiality.
D. SOFTWARE FEES: The LICENSEE shall pay a non-refundable fee. This fee is comprised of the following: W2 MATE License Fee, shipping and sales tax (if applicable).
E. TERM: The SOFTWARE is licensed for use to prepare tax forms for the calendar year 2010 (starting January 1st 2010 and ending December 31st 2010) The LICENSEE may renew this agreement by paying a renewal fee as determined by RBS.
F. USE OF THE SOFTWARE: The LICENSEE shall use the SOFTWARE solely for his or her own business purposes to prepare tax forms, and shall not distribute or market the SOFTWARE or any derivative thereof. The LICENSEE agrees to use the SOFTWARE exclusively at one location. The LICENSEE agrees to notify RBS and agrees to purchase a separate license for each additional location, which may use the SOFTWARE now, or at any future date.
G. UNAUTHORIZED USE: No materials, programs, licenses, documents or any items given to the LICENSEE by RBS may be copied, reproduced, sub-licensed, or transferred to third parties, either directly or indirectly; nor may said items be used at any other location than permitted. The SOFTWARE may not be used as a prototype to produce other SOFTWARE. If the LICENSEE or any other person breaches these covenants as an act or omission of the LICENSEE, (1) the LICENSEE shall be liable for liquidated damages of $250,000 two hundred fifty thousand United States of America Dollars plus reasonable attorney fees, plus any and all damages sustained by RBS as a result of such violation, and (2) License granted hereunder shall terminate immediately upon such breach and the LICENSEE shall return all materials to RBS.
H. Technical Support: RBS will only provide technical support at its own discretion during normal business hours using any method RBS finds appropriate to issues related to the operation of the SOFTWARE and not to any related or unrelated tax rules or regulations.
Technical support is available for sixty calendar days starting from the date the payment was made by the Licensee. Furthermore the responsibility to comply with federal, state and local regulations rests on the LICENSEE and not RBS. Under no circumstances should the LICENSEE rely on this program as a legal or tax advisor. Although the information provided has been researched carefully, RBS cannot guarantee its accuracy because regulations are constantly changing.
I. Intellectual Property Ownership, Copyright Protection: The SOFTWARE is the intellectual property of and is owned by RBS. The structure, organization and code of the SOFTWARE are the valuable trade secrets and confidential information of RBS. The SOFTWARE is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the SOFTWARE and all rights not expressly granted are reserved by RBS.
J. Limited warranty, the SOFTWARE is licensed on "AS IS" basis without warranty. If the SOFTWARE performs in a manner inconsistent with the capabilities described in the user's manual when used in accordance with the user's manual or if there are any other defects in material or workmanship, the LICENSEE'S exclusive remedy shall consist, at RBS expense, of RBS using its best effort to correct the defect. This remedy extends only to the LICENSEE and shall be void if the SOFTWARE has been tampered with or improperly used on hardware or in conjunction with an operating system other than that approved in writing by RBS. The LICENSEE agrees that RBS shall not be liable for any special, incidental, indirect or consequential damages or for the loss of profit, revenue, or data. The terms of this agreement supersede any and all other warranties, expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Some states do not allow the exclusion of implied warranties, so this may not apply to you. The LICENSEE agrees that RBS will not have any responsibility for any hardware, SOFTWARE or other items, or any services provided by any persons other than RBS. RBS DOES NOT WARRANT THAT THE FUNCTIONS IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. IN NO EVENT WILL RBS OR ITS OFFICERS, DIRECTORS, SERVANTS, EMPLOYEES, INDEPENDENT CONTRACTORS, OR OTHER REPRESENTATIVES BE LIABLE FOR ANY LOSS IN ANY AMOUNT OF MONEY OVER AND ABOVE WHAT RBS HAS BEEN PAID, AND PARTICULARLY IN NO EVENT WILL THERE BE LIABILITY FOR CONSEQUENTIAL DAMAGES.
K. RBS WEBSITES (REFERED TO AS SITE) ACCESS:
1. LICENSEE agrees to indemnify and hold RBS, and its, officers, agents, partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content LICENSEE submits, downloads, receives, posts to, or transmit through the SITE or any other site RBS directs LICENSEE to use (including without limitation to any user content, design content or computer viruses), licensee's use of SITE, LICENSEE'S connection to the SITE.
1. This Agreement may be terminated immediately by either party should any of the following events occur:
If the Internal Revenue Service, or any other governmental agency or body, changes the rules or requirements so as to render the SOFTWARE supplied by RBS ("PAYROLLMATE SOFTWARE") impractical or obsolete. The determination of whether the SOFTWARE has been rendered impractical or obsolete shall vest solely with RBS and no other party may object to or act upon such determinations.
If either party becomes insolvent, files for bankruptcy or is placed in liquidation
If either party breaches any term of this Agreement.
Upon written notice from either party.
2. In the event of termination, the LICENSEE shall cease using and shall return to RBS upon demand all related materials provided by RBS or bearing RBS name, trademarks, trade names, copyrights or other legends.
M. LIMITATION OF REMEDIES:
1. The sole remedy for breach of any and all warranties and the sole remedy for RBS liability of any kind with respect to the products or service provided hereunder and any other performance by RBS under or pursuant to this Agreement shall be limited to refund of the amount paid by the LICENSEE to RBS excluding any shipping and handling expenses at the sole discretion of RBS.
2. The LICENSEE agrees that RBS shall not be liable for any special, incidental, indirect or consequential damages or for the loss of profit, revenue, or data. RBS does not warrant that the operation and functions of the services to meet your requirements. Neither does RBS warrant uninterrupted or flawless operation of the service. The terms of this agreement supersede any and all other warranties, expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Some states do not allow the exclusion of implied warranties, so this may not apply to you.
3. The LICENSEE agrees that RBS will not have any responsibility for any hardware, SOFTWARE or other items, or any services provided by any persons other than RBS
4. The LICENSEE agrees that RBS shall not be liable for any damages sustained by licensee as a result of using the SOFTWARE.
N. INDEMNIFICATION AND NOTIFICATION:
1. The LICENSEE shall indemnify and hold RBS harmless from any and all liabilities, expenses, costs (including attorney fees), obligations, losses or other damages resulting from or arising out of, any attempt to impose liability on RBS beyond that provided in this Agreement, default in performance, act of negligence or wrongdoing by the LICENSEE. Unless otherwise provided in this Agreement, any notice required or permitted hereunder to the parties hereto will be deemed to have been duly given if in writing and delivered by, registered or certified mail, postage prepaid, and if intended to be given to the LICENSEE addressed to the LICENSEE at the address set forth herein, and if intended to be given to RBS, addressed to RBS, P.O. Box 1010, Orland Park, IL 60462.
O. TRIAL VERSIONS (DEMO): BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER 30 DAYS FROM THE TIME YOU DOWNLOADED THE TRIAL SOFTWARE (DEMO) TO YOUR MACHINE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE TRIAL SOFTWARE (DEMO) OR ANY DATA YOU HAVE ENTERED INTO THE TRAIL SOFTWARE (DEMO) UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF THE SOFTWARE.
P. FEEDBACK: The licensee agrees that any suggestions or ideas about the Software and Services provided by RBS the Licensee communicates to RBS may be used by RBS, at its sole discretion, in any way, including in future modifications of the Software, advertising and promotional materials multimedia works and/or relating there to.
You hereby grant RBS a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback, in any manner and for any purpose.
Q. Updates: The licensee agrees that the only method to receive software updates released by RBS is through the update mechanism built into the software, furthermore it's the Licensee's responsibility to check for new updates and maintain an internet connection at his or her own expense to communicate with RBS servers to obtain new updates and it's the Licensee's responsibility to ensure that he or she is using the most up to date software version available
R. Replacement: If the licensee wishes to install the software again on his machine for any reason and weather he paid for a CD to be shipped to him or paid for the downloaded version directly from RBS servers at the time the payment was made, and more than 60 calendar days have passed since the payment was made to RBS the licensee agrees to pay $15.00 plus shipping and handling and any applicable taxes before a replacement is issued.
S. Optional Features:
W2 Mate Standard edition can be upgraded to include optional features, those options are sold separately in addition to buying W2 Mate and are not included in W2 Mate price.
1. This Agreement is not assignable by the LICENSEE without the prior written consent of RBS. Any such attempted assignment shall be void.
2. It is expressly understood and agreed there are no promises, agreements, or understanding other than those contained in this Service Agreement, that all prior understandings or agreements are hereby superseded whether written or oral and that no agent, employee, or other representative of the RBS has any authority to obligate RBS by any terms, stipulations or conditions not herein expressed unless the same be in writing and attached to and made a part of this Agreement.
3. No failure to exercise, and no delay in exercising, on the part of either party, any right, power or privilege hereunder shall preclude further exercise of the same right or the exercise of any other right hereunder.
4. If any part of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid, such judgment will not affect or nullify the remainder of this Agreement but the effect thereof will be confined to the part immediately involved in the controversy adjudged.
5. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of Illinois. In the event of a dispute hereunder, it is agreed that venue lies exclusively in a court of competent jurisdiction in Cook County. Illinois, and such court shall be a proper forum in which to adjudicate such dispute. The parties agree to waive any defense that they may have based upon improper venue or lack of personal jurisdiction and to subject themselves to the jurisdiction and venue of any such aforesaid court.
6. LICENSEE ACKNOWLEDGES THAT HE HAS READ THE TERMS OF THIS AGREEMENT, AND UNDERSTANDS IT AND AGREES TO BE BOUND THEREBY. THIS AGREEMENT shall apply to any and all future updates of the SOFTWARE.