DigIn Subscription

Subscriber Registration Please enter your details below

Please enter your User Name
UserName*
Please enter and confirm your Password
Password*
Confirm*

TierIT LTD. is willing to license the software identified [below] to you only upon the condition that you accept all of the terms and conditions set forth in the agreement [below]. Please read through the agreement carefully and indicate your acceptance as of the date hereof (the “Effective Date”) by selecting the "I Accept" button below. If you are not willing to be bound to all of the terms and conditions, please select the "I Decline" button, and the registration and licensing process will not continue. SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE AGREEMENT (the “Agreement”) governs the terms of use by you (“Licensee”) of the DIGIN SOLO or DIGIN PRO software (the “Software”) on this website (the “Website”) and any related operational documentation (the “Documentation”) provided to you hereunder by TierIT LTD (“Licensor”). 1. LICENSE. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee the non-exclusive, non-transferable license for Licensee’s own internal business purposes, to access and use the Software through the internet from any location, and to use the Documentation solely for purposes of such use. 2. ACCOUNT; PASSWORDS. As part of registration on the Website, Licensee must create an account, user name and password to access the Software. Licensee shall provide current, complete and accurate information as prompted by the registration form, and Licensee will maintain and promptly update such information to keep it current, complete and accurate. Without limiting the generality of the confidentiality provisions of Section 12 hereof, Licensee’s password shall be considered Confidential Information, and Licensee shall maintain the same in strict confidence. LICENSEE SHALL NOT ALLOW ANY THIRD PARTIES TO USE LICENSEE’S PASSWORD OR THE SOFTWARE. Licensee agrees to promptly notify Licensor immediately of any unauthorized use of Licensee’s account, user name or password or any other breach of security of which Licensee becomes aware. Licensor will not be liable for any loss that Licensee may incur as a result of someone else using Licensee’s password or account, either with or without Licensee’s knowledge. Licensee shall be liable for any and all losses incurred by Licensor or another party due to someone else using Licensee’s account, username or password with Licensee’s express or implied consent. Licensee may not use anyone else's account, user name or password at any time without the permission of the account holder. 3. RESTRICTIONS. (a) Licensee shall not (i) cause, attempt, or permit reverse-engineering, disassembly, or decompilation of the Software or otherwise attempt to derive the source code of the Software, modify the Software, or create derivative works of the Software or Documentation without Licensor’s prior written consent; (ii) make copies of the Software, except for copies automatically made in the normal operation of the Software or one copy for back-up or disaster recovery purposes (which copy shall be an exact copy of the version as originally delivered by Licensor, including all embedded copyright and other legends or notices as in the original, and all copies shall be subject to the terms and conditions of this Agreement); (iii) sell, assign, pledge, loan, sublicense, lease, rent, allow for service bureau use, time share, deliver, or otherwise transfer the license hereunder or the Software, unless previously agreed to in writing by Licensor. (b) Licensee represents, warrants and covenants that Licensee is an individual, not a business entity, and that Licensee’s use of his or her password, the Software and the Documentation shall be for his or her own business purposes. Licensee acknowledges that all use of the Software by business entities with multiple users requires a separate enterprise license between such entity and Licensor. (c) Licensee shall not use the Software in any manner that could damage, disable, overburden, or impair any Licensor server or the network(s) connected to any Licensor server, or interfere with any other party's use and enjoyment of the Website. Licensee shall not attempt to gain unauthorized access to services, materials, other accounts, computer systems or networks connected to any Licensor server or to the Website, through hacking, password mining or any other means. Licensee shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website. 4. UPDATES. During the Term, Licensor will provide Licensee updates and bug fixes to the Software at no charge if and when Licensor generally makes them available to its other licensees. All such updates and bug fixes shall be considered part of the Software and subject to the terms, conditions and restrictions set forth in this Agreement. Licensor will also provide Licensee access to Licensor’s online Help Desk on the Website. Licensor will not be obligated to provide any other support or training services to Licensee unless otherwise agreed by the parties in writing. 5. CONSIDERATION. In consideration of the license granted herein, Licensee shall pay Licensor the [set-up fees and] license fees set forth on www.________________ (the “Billing Site”). All fees shall be non-refundable except as otherwise provided in this Agreement. Licensee is responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment costs, that Licensee incurs in order to use the Software. The fees charged by Licensor do not include taxes, duties, or fees. If Licensor is required to pay sales, use, property, value-added, withholding or other taxes, or any other fees associated with the importation, delivery or use of the Software, then such taxes, duties or fees shall be billed to and paid, along with any related expense incurred and interest assessed, by Licensee. This Section shall not apply to taxes based on Licensor’s net income or payroll. All payments made hereunder, including any fees for renewed Terms, shall be in United States Dollars and will be charged to the credit card number provided by Licensee upon registration, as the same may be updated from time to time pursuant to Section 2. Licensor may increase the fees for the Software one time annually provided that Licensor either posts such increases on the Billing Site or otherwise provides Licensee written notice of such increases, and provided further that such annual increase will not exceed the greater of 5% or the generally applicable cost of living adjustment. 6. OWNERSHIP. (a) Licensor and its suppliers shall retain sole and exclusive ownership of all right, title and interest in and to the Software and the Documentation and any updates, enhancements, modifications, and derivative works thereof, including, without limitation, all rights to patents, copyrights, trademarks, and trade secrets, whether any of the same are now existing or hereafter coming into existence. All rights not expressly granted hereunder are reserved by Licensor and Licensee agrees that it does not acquire any rights, express or implied, therein, other than the licenses expressly set forth herein. (b) If Licensee suggests any new features, functionality, or performance for the Software that Licensor subsequently incorporates into the Software, or if Licensee itself modifies or makes any derivative works from the Software under Section 3(a) above (whether authorized or unauthorized), such new features, functionality, performance, modifications or derivative works shall be the sole and exclusive property of Licensor and shall be free from any confidentiality restrictions that might otherwise be imposed upon Licensor (but still subject to the restrictions imposed on Licensee) pursuant to Section 12. Licensee hereby agrees to execute any additional documents and do all things necessary or appropriate during and after the term of this Agreement to confirm all such right, title, and interest in Licensor and to facilitate the obtaining by Licensor of any desired legal protection for the Software in other countries, any such documentation to be prepared and filed at the expense of Licensor. 7. INTELLECTUAL PROPERTY INDEMNIFICATION. (a) Licensor shall defend, indemnify and hold harmless Licensee against any damages and costs finally awarded by a court of competent jurisdiction against Licensee in any suit brought against Licensee alleging that Licensee's use of the Software as provided to Licensee hereunder directly infringes a patent, copyright, trademark or trade secret enforceable in the United States as of the Effective Date, provided that Licensor is (i) promptly notified by Licensee upon its becoming aware of the same, (ii) given the assistance reasonably required of Licensee at Licensor’s expense and (iii) permitted to retain legal counsel of its choice and to direct the defense. Licensor shall have no liability for settlements or costs incurred without its consent. (b) Notwithstanding the foregoing, Licensor shall have no liability for any claim of infringement based on (a) the use of a superseded or altered release of Software if the infringement would have been avoided by the use of a current unaltered update or release of the Software which Licensor provided to Licensee, (b) the modification of Software by anyone other than Licensor, (c) combination, use, or operation of Software with other products or materials not provided or specified by Licensor, (d) the use of Software other than in accordance with the Documentation, or (e) development or use of any customized version of Software produced in accordance with specifications provided by Licensee, if Licensor's standard Software would not have infringed. (c) Should Licensee's use of any such Software be enjoined, or in the event that Licensor desires to minimize its liability hereunder, Licensor will also, at its expense and option, either (i) substitute fully equivalent non-infringing Software for the infringing item; (ii) modify the infringing item so that it no longer infringes but remains substantially equivalent; or (iii) obtain for Licensee the right to continue use of such item; or if none of the three foregoing options is feasible, terminate this Agreement and refund to Licensee a pro-rata share of the license fee paid for the remaining portion of the then-current Term (as defined in Section 20). 8. LIMITED WARRANTY. (a) Licensor warrants to Licensee for a period of ninety (90) days after the Effective Date (the “Warranty Period”) that Software as provided to Licensee will perform in all material respects the functions described in the Documentation, provided that Software is used correctly in an operating environment designated in Documentation. After notice from Licensee within the Warranty Period, Licensor shall use its commercially reasonable efforts to correct or provide a workaround for reproducible Software errors that cause a breach of the warranty in this paragraph, or if Licensor is unable to make the Software operate as warranted within a reasonable time considering the severity of the error and its impact on the Licensee, Licensee shall be entitled to a refund of the pro-rata license fees paid for the remainder of the then-current Term. This paragraph states Licensee's sole and exclusive remedies and Licensor's entire liability for breach of this paragraph. (b) Licensor warrants that to the best of its knowledge the Software, when delivered to Licensee, does not contain any virus or other unintended computer software code, designed to interfere with or damage the Software or other software or data. For failure to comply with this warranty, Licensor shall, at Licensor's expense, immediately replace the affected Software in the possession of Licensee. This paragraph states Licensee's sole and exclusive remedies and Licensor's entire liability for breach of this warranty. 9. WARRANTY EXCLUSIONS. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF NON-INFRINGEMENT, OR WARRANTIES FROM A COURSE OF DEALING OR USE OF TRADE. LICENSEE ACKNOWLEDGES THAT NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE SOFTWARE OR ANY OTHER GOODS OR SERVICES PROVIDED, AND THAT LICENSEE HAS NOT RELIED ON ANY REPRESENTATION NOT INCLUDED IN THIS AGREEMENT. LICENSOR DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS; THAT THE SOFTWARE WILL OPERATE IN COMBINATIONS WITH OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA NOT PROVIDED BY LICENSOR (EXCEPT AS EXPRESSLY STATED IN WRITING BY LICENSOR IN THE DOCUMENTATION) WHICH LICENSEE MAY SELECT FOR USE; THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. 10. FORCE MAJEURE. Licensor shall not be liable for any delays or non-performance of any of its obligations arising out of causes not within Licensor’s reasonable control, including, without limitation, actions or decrees of governmental authorities, criminal acts of third parties, earthquakes, flood, and other natural disasters, war, acts of God, fire, inability to obtain necessary products, components, or assistance from third party manufacturers or distributors, limitations on the availability of telephone transmission facilities, failure of communications equipment or internet downtime. 11. LIMITATION OF LIABILITY; LIMITATION OF DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST DATA, LOST GOOD WILL, LOST BUSINESS, OR DOWN TIME, INCURRED BY LICENSEE AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR ANY NEGLIGENCE IN CARRYING OUT THIS AGREEMENT ON IN ANY OTHER MATTER RELATED TO THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S AGGREGATE AND CUMULATIVE LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY LICENSEE UNDER THIS AGREEMENT WITH RESPECT TO THE CONTRACT YEAR IN WHICH THE CAUSE OF ACTION ACCRUED. 12. CONFIDENTIALITY. (a) “Confidential Information” means the Software, both in object code and source code, and any information or materials related to the Software or Licensor’s products, product plans, business, clients and finances, which could reasonably be expected to be proprietary and confidential. Licensee agrees to maintain all Confidential Information of the other party in strict confidence with the exception of that which is (a) already known to the public through no fault of Licensee, (b) rightfully received from a third party not in breach of an obligation of confidentiality; (c) independently developed without access to Confidential Information, as shown by contemporaneous records, or (d) known at the time of disclosure, as evidenced by contemporaneous written records. (b) Licensee agrees to take the same measures to protect Licensor’s Confidential Information it takes to protect its own information of comparable sensitivity, but in no event less than reasonable care. (c) Confidential Information may be disclosed as required by law or a court order, on the condition that Licensor is given reasonable notice by Licensee of such law or order and an opportunity to attempt to preclude or limit such production. Licensee agrees not to disclose any Confidential Information to third parties without Licensor’s prior written consent. (d) Licensee acknowledges and agrees that due to the unique nature of Confidential Information, there can be no adequate remedy at law for breach of this Section 12 and that such breach is likely to cause irreparable harm to Licensor; therefore, Licensor shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it might have at law or under this Agreement. (e) Licensee agrees to hold Licensor’s Confidential Information in confidence during the Term of this Agreement (and any extensions of renewals thereof) and for a period of five (5) years thereafter; provided however that with respect to Software object code and source code (if applicable), as well as any of Licensor’s records, the non-disclosure obligations set forth herein shall continue indefinitely. 13. INDEPENDENT CONTRACTORS. The parties to this Agreement are independent contractors, and neither party is an employee, agent, partner or joint venturer of the other. Nothing in this Agreement shall be construed to create a relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. 14. ADVERTISEMENTS; LINKS. Licensor may run advertisements and promotions from third parties or provide third party links on the Website. Licensor is not responsible for the content of any such advertisement, promotion, link or linked site. Licensor provides the same only as a convenience to Licensee, and the inclusion of the same on the Website does not imply that Licensor endorses or accepts any responsibility therefor. Licensee's correspondence or business dealings with, or participation in promotions of, advertisers other than Licensor found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Licensee and such advertiser. Licensor is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-Licensor advertisers on the Website. 15. RESTRICTED RIGHTS. If Licensee is an agency of the United States Government, the Software is provided with Restricted Rights, may be comprised in whole or in part of "commercial computer software" and "commercial computer software documentation" as such terms are used in 49 C.F.R. 12.212, and is provided to the Government (i) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (ii) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. Manufacturer is EvREsearch LTD, 1611 Tennyson Court, Columbus, Ohio 43235. 16. GOVERNING LAW AND VENUE. This Agreement and all matters arising out of or relating to this Agreement shall be governed by the laws of the State of Ohio, excluding its conflict of law provisions, and the patent and copyright provisions of federal law. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. The courts located in Hamilton County, Ohio shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement and the parties hereby consent to such jurisdiction. 17. EXPORT CONTROLS AND ASSURANCES. The Software is subject to the United States Export Administration Regulations. Licensee hereby represents and warrants that (i) the Software is not being acquired for, shipped to, transferred to, or re-exported to a destination embargoed by the United States, or to that country's nationals; (ii) the Software is not being acquired for, shipped to, transferred to, or re-exported to Cuba, Iran, Iraq, Libya, North Korea, Sudan, or Syria, or to the nationals of any of those countries; (iii) the Software will not be used for nuclear proliferation or any other prohibited purpose unless specifically authorized by the United States government; (iv) Licensee is not on the United States Department of Commerce's Denied Persons List or Entity List or the United States Department of the Treasury's Specially Designated Nationals List; (v) Licensee will comply with United States export laws and (vi) Licensee assumes sole responsibility for obtaining any necessary licenses to export or re-export Software. Embargoed destinations, the countries listed above, the contents of the Denied Persons List, Entity List, and Specially Designated Nationals List, and the Export Administration Regulations are subject to change without notice and Licensee agrees that it is Licensee’s responsibility to ensure that its representations and warranties are correct. 18. NOTICES. All notices required hereunder, shall be in writing and shall be sufficiently given if delivered personally or: (a) If to Licensor for (i) purposes other than termination or updating account information, then mailed by First Class mail, postage prepaid to TierIT LTD, 1611 Tennyson Court, Columbus, Ohio 43235, attn: ______________________ or by e-mail to ______________ [e-mail address]; or (ii) for purposes of termination or for updating account information, by e-mail to ______________ [e-mail address] [THIS WOULD BE THE ADDRESS OF THE BILLING DEPARTMENT]; and (b) If to Licensee, then at Licensee’s address as provided by Licensee to Licensor upon registration; or by e-mail to the e-mail address provided by Licensee to Licensor upon registration, as the same may be updated from time to time pursuant to Section 2. 19. SEVERABILITY; AMENDMENTS. In the event any one or more of the provisions of the Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of the Agreement shall be unimpaired, and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. This Agreement may be modified or amended only by a writing signed by authorized representatives of both parties. 20. TERM AND TERMINATION. (a) This Agreement shall be effective as of the Effective Date and shall continue in effect for a period of one (1) year thereafter (the “Term”). At the end of the initial Term, the Agreement shall automatically renew for successive one-year Terms unless either party notifies the other in writing of its desire to not renew at least thirty (30) days prior to the end of the then-current Term pursuant to Section. (b) The following Sections shall survive the expiration or earlier termination of this Agreement: Sections 3, 6, 7 and 11-23. 21. EFFECT OF TERMINATION; HANDLING OF SOFTWARE. Termination of this Agreement shall not limit either party from pursing other remedies available to it, including injunctive relief; nor shall such termination relieve Licensee of its obligation to pay all fees that have accrued or are otherwise owed by Licensee at the time of termination. Upon termination, shall (i) cease using the Software, Documentation, and related Confidential Information of Licensor, and (ii) certify to Licensor within thirty (30) days after Licensor’s reasonable request that Licensee has destroyed, or has returned to Licensor, the Software, Documentation, related Confidential Information of Licensor, and all copies thereof, whether or not modified or merged into other materials. 22. ASSIGNMENT. The license granted herein is personal to Licensee. Licensee shall have no right to assign or otherwise transfer this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of Licensor, except as otherwise provided in this Agreement, and any attempted transfer without such written consent shall be void and of no effect. This Agreement will inure to the benefit of, and be binding upon, the parties, their successors, assigns. 23. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior representations, proposals, discussions and communications, whether oral or written. I agree to the terms and conditions of registration*
* indicates a required field