EmpireSoft

Software Development/Engineering .NET/ASP.NET/.NETCF/C#/C++/Xamarin

EULA - End-user Licence Agreement

EmpireSoft EULA

Important!

Review these license terms ("EULA") thoroughly!

This Agreement is a legal agreement between you and EmpireSoft.

By accepting our services and engaging in a commercial relationship, “You Agree,” indicating acceptance electronically, installing, accessing or using our softwares, you agree to these terms.

A section in our "Quotes" is also provided to advise you of this EULA agreement with a signature, printed name and date to be completed, thus confirming your agreement.

If you do not agree to this Agreement, then you may not use our softwares. You are then exposing yourself to legal actions and law suits.

  1. GENERAL TERMS
    1. AGREEMENT AND TERM

1.1 This Agreement describes the terms governing end-user use of any EmpireSoft Software including content, updates and new releases (collectively, the “Software”). It includes by reference:

      • EmpireSoft's Privacy Statement provided to you in the Software available at http://www.empiresoft.com/privacy-policy or provided to you otherwise;
      • Additional Terms and Conditions, which may include those from third parties; and
      • Any terms provided separately to you for the Software, including product or program terms, ordering, activation, payment terms, etc.

1.2 Term. This Agreement is effective upon your acceptance of the Agreement (inquire about a full printed copy or see a section in our "Quotes" having EULA agreement signature, printed name and date can be completed), or, by accepting our services and engaging in a commercial relationship, or upon your downloading, installing, accessing, and using the Software, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until expiration or termination as provided herein (the “Term”). Term-based licenses terminate upon the expiration of the prepaid term, unless you have paid all applicable fees to extend the term. Without prejudice to any other rights, this Agreement will terminate automatically without notice to you if you breach or fail to comply with any of the limitations or other requirements described herein, including the payment of any applicable fees, and you agree that in any such case EmpireSoft may, in addition to any other remedies it may have at law, remotely disabled the Software. You may terminate this License Agreement at any time by providing written notice of your decision to terminate the Agreement to EmpireSoft and ceasing use of the Software and Documentation. Upon any termination or expiration of the Agreement for any reason, you agree to uninstall the Software and either return to EmpireSoft the Software, Documentation, all copies thereof, and all license keys that you have obtained, or to destroy all such materials and provide written verification of such destruction to EmpireSoft.

    1. LICENSE GRANT AND RESTRICTIONS

2.1 Copyright, trademark and intellectual property. All of our softwares are protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and EmpireSoft reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, EmpireSoft grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software for the preparation and filing of tax returns only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with EmpireSoft’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by EmpireSoft for the Software.

2.2 Usage. You acknowledge and agree that the Software are by default licensed, not sold. You agree not to use, nor permit any third party to use the Software in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

      • Provide access to or give the Software or any part of the Software to any third party;
      • Reproduce, duplicate, modify, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;
      • Transfer your license to the Software to any other party;
      • Attempt unauthorized access to any other EmpireSoft systems that are not part of the Software;
      • Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, hosting service, or other arrangement; or
      • Make the Software available on any file-sharing or application hosting service.
      • Decompilation. Notwithstanding the foregoing, decompiling the Software is NOT permitted. You must first request such information from EmpireSoft, provide all reasonably requested information to allow EmpireSoft to assess Your claim, and EmpireSoft may, in its discretion, either provide such interoperability information to You, impose reasonable conditions, including a reasonable fee, on such use of the Software, or offer to provide alternatives to ensure that EmpireSoft's proprietary rights in the Software are protected and to reduce any adverse impact on EmpireSoft’s proprietary rights.

2.3 Permitted Copying. You may copy the Software and Documentation as necessary to install and run the quantity of copies licensed, but otherwise for archival purposes only.

2.3 Security/Piracy Mechanisms. EmpireSoft take all legal steps to eliminate piracy of their Software products. In this context, the Software may include a security and anti-piracy mechanisms that can detect the installation or illegal use of Software copies, and collect and transmit data about those illegal copies. Data collected may include some customer data created with or via the Software. By using the Software, you consent to such detection and data collection, as well as its transmission and use if an illegal copy is detected. EmpireSoft also reserves the right to use a hardware lock device, license administration software, and/or a license authorization key to control access to the Software. You may not take any steps to avoid or defeat the purpose of any such measures. Use of any Software without any required lock device or authorization key provided by EmpireSoft is prohibited.

2.4 Shrink-wrap/Click-wrap license. Where EmpireSoft is owner of copyrights, an authorized re-seller, distributor or vendor must respect distribution, advise clients, consent to and enclose a version of the end-user software license agreement either within the software package or by any other means. Either as printed on paper version or may also be presented to the user as on-screen during installation or software start(click-wrap license). A version of this licence must always be accessible through the software, either at startup, via menu or more commonly implemented under the Help / About menu.

    1. USER/LICENSE/SUBSCRIPTION FEE AND PAYMENT

For Software licensed on a payment or subscription basis, the following terms apply, unless EmpireSoft notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:

a. Currency. Payments will be billed to you in Canadian dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software. Federal and provincial taxes will be applied.

b. Payment method. You must pay with one of the following:

        1. A valid credit card acceptable to EmpireSoft;
        2. A valid debit card acceptable to EmpireSoft;
        3. Sufficient funds in a chequing or savings account to cover an electronic debit of the payment due; or
        4. By another payment option EmpireSoft provides to you in writing.

c. Payment and registration accuracy. If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may suspend or terminate your account, terminate your license and refuse any further use of the Software.

d. Payment profil updates. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.

e. Auto renewal. EmpireSoft will automatically renew your monthly, quarterly, or annual subscription at the then-current rates, unless the Software is cancelled or terminated under this Agreement.

f. Additional cancellation or renewal terms may be provided to you on the website for the Software.

g. User/License/Subscription fee. Every version or copy of Software installed and used is required to have paid a fee. This fee is on per Software type and agreement. EmpireSoft maintains the right to require the end-user (client) to pay a fee if the re-seller, vendor or distributor has not fully respected this agreement or a specific agreement.

    1. YOUR PRIVACY AND PERSONAL INFORMATION

You can view EmpireSoft’s Privacy Statement provided with the Software and on the website for the Software. You agree to the applicable EmpireSoft Privacy Statement, and any changes published by EmpireSoft. You agree that EmpireSoft may use and maintain your data according to the EmpireSoft Privacy Statement, as part of the Software. You give EmpireSoft permission to combine information you enter or upload for the Software with that of other users of the Software and/or other EmpireSoft services. For example, this means that EmpireSoft may use your and other users’ non-identifiable, aggregated data to improve the Software or to design promotions and provide ways for you to compare business practices with other users.

EmpireSoft will keep personal information only as long as necessary for the identified purposes or as required by law. EmpireSoft will follow internally set guidelines and use care in the disposal, destruction, or de-identification of personal information to prevent unauthorized parties from gaining access to personal information.

    1. CONTENT

5.1 You are responsible for your content. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Software. You grant EmpireSoft a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. Archive your Content frequently. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. EmpireSoft is not responsible for the Content or data you provide through your use of the Software.

You agree not to use the Software, nor permit any third party to use the Software, to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

a. Illegal, fraudulent defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;

b. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;

c. Except as permitted by EmpireSoft in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;

d. Virus, trojan horse, worm or other disruptive or harmful software or data; and

e. Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

5.2 Community forums. The Software may include a community forum or other social features to exchange Content and information with other users of the Software and the public. EmpireSoft does not support and is not responsible for the content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which EmpireSoft is not responsible.

5.3 EmpireSoft may freely use feedback you provide. You agree that EmpireSoft may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant EmpireSoft a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to EmpireSoft in any way.

5.4 EmpireSoft may monitor your Content. EmpireSoft may, but has no obligation to, monitor content on the Software. We may disclose any information necessary to satisfy our legal obligations, protect EmpireSoft or its customers, or operate the Software properly. EmpireSoft, in its sole discretion, may refuse to post, remove, or refuse to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

    1. ADDITIONAL TERMS

6.1 EmpireSoft does not give professional advice. Unless specifically included with the Software, EmpireSoft is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

6.2 We may tell you about other EmpireSoft services. You may be offered other services, products, or promotions by EmpireSoft ("EmpireSoft Services"). Additional terms and conditions and fees may apply. With some EmpireSoft Services you may upload or enter data such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant EmpireSoft permission to use information about your business and experience to help us to provide the EmpireSoft Services to you and to enhance the Software. You grant EmpireSoft permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant EmpireSoft permission to share or publish summary results relating to research data and to distribute or license such data to third parties.

6.3 Communications. EmpireSoft may be required by law to send you communications about the Software or Third Party Products. You agree that EmpireSoft may send these communications to you via email or by posting them on our websites.

6.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Software and to contact EmpireSoft if you become aware of any unauthorized access to your account. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Software. You agree to receive these updates.

    1. DISCLAIMER OF WARRANTIES

7.1 YOUR USE OF THE SOFTWARE AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMPIRESOFT, ITS AFFILIATES, AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. EMPIRESOFT AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES AND CONDITIONS DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES AND CONDITIONS ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER. SOME PROVINCES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM PROVINCE TO PROVINCE.

7.2 EMPIRESOFT, ITS AFFILIATES AND SUPPLIERS, DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

    1. LIMITATION OF LIABILITY AND INDEMNITY

8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF EMPIRESOFT, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE AND SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, EMPIRESOFT, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET EMPIRESOFT SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF EMPIRESOFT AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF EMPIRESOFT, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND SERVICES AND THEIR USE.

8.2 You agree to indemnify and hold EmpireSoft and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable legal fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as "Claims"). EmpireSoft reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by EmpireSoft in the defense of any Claims.

    1. CHANGES

9.1 We reserve the right to change this Agreement at any time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. We may also change or discontinue the Software, in whole or in part. Your continued use of the Software indicates your agreement to the changes.

    1. TERMINATION

10.1 EmpireSoft may immediately, in its sole discretion, and without notice terminate the Software if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect EmpireSoft’s rights to any payments due to it. EmpireSoft may terminate a free account at any time. Sections 2, 4, and 7 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.

    1. EXPORT RESTRICTIONS

11.1 You acknowledge that the Software is subject to restrictions and controls imposed by the Export and Import Permits Act (Canada) and regulations enacted under the Export and Import Permits Act as well as the U.S. export controls regulations administered by the U.S. Dept. of Commerce (15 CFR, Chapter VII) and that you will comply with all applicable laws and regulations. You will not export or re-export the Software, or portion thereof, directly or indirectly, in violation of the Canadian and U.S. export administration laws and regulations to any country or end user; or to any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this Software may include technical data subject to such Canada and U.S. export regulations.

    1. GOVERNING LAW AND JURISDICTION

12.1 This Agreement shall be governed by The Province of Québec and the federal laws of Canada without regard to its conflicts of law provisions. To resolve any legal dispute arising from this Agreement, you and EmpireSoft agree to the exclusive jurisdiction of the Province of Québec. EmpireSoft does not represent that the Software is appropriate or available for use in all countries. EmpireSoft prohibits accessing materials from countries or states where contents are illegal. You are using the Software on your own initiative and you are responsible for compliance with all applicable laws.

    1. LANGUAGE

13.1 Except in Québec, any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In Québec, the French language version of this Agreement shall be equally authoritative. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English as well as French. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais comme le français.

    1. GENERAL

14.1 This Agreement, including Additional Terms below is the entire agreement between you and EmpireSoft and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without written approval of EmpireSoft However, EmpireSoft may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale of assets by EmpireSoft or (c) a successor by merger. Any assignment in violation of this Section shall be void.

    1. PROVINCE SPECIFIC TERMS

15.1 These terms apply only to consumers in the following province. In the event of a conflict between the terms of this Agreement and this Section 15, the terms of this Section 15 shall apply:

Québec Consumers. If you are a Québec Consumer, the following terms apply to you:

Disclaimer of warranties. THE SOLE WARRANTY APPLICABLE TO THIS AGREEMENT AND THE SERVICES IS THE MANDATORY LEGAL WARRANTY PROVIDED UNDER THE CIVIL CODE OF QUÉBEC AND ANY WARRANTY PROVIDED FOR UNDER THE CONSUMER PROTECTION ACT (QUÉBEC).

Modifications. The provisions relating to the Services, the price and payment terms for the Services, the party providing the Services, renewal and termination rights, and any provision of the Privacy Statement may be modified or amended upon 30 days prior written notice setting out (i) the new clause or the amended clause and the clause as it read formerly, and (ii) the date of the coming into force of the such modification or amendment. If we do not allow you to maintain this Agreement unamended, you will have the right to terminate this Agreement during the notice period.

Termination. Termination of this Agreement by EmpireSoft without default by you is only effective upon 60 days prior written notice.

Governing law. Any disputes arising out of or related to this Agreement or the Services shall be governed by the laws of Province of Québec and the laws of Canada applicable therein.

    1. THIRD PARTIES

16.1 Third Party Terms of Agreement: You must comply with any applicable third party terms of agreement when using the Software.

16.2 Third Party Beneficiary: You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.

16.3 The Software may contain other librairies which are subject to the license below:

The MIT License (MIT)
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:
The software is provided "as is", without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the software or the use or other dealings in the software.

September 2008 (Canada)

Reviewed October 2013 (Canada) – Third parties