Software License Terms and Conditions
Divorce Financial Solutions, LLC
Software License Terms and Conditions
- Applicability. These Software License Terms and Conditions (these “Terms”) are the terms which govern the license of software (the “Software”) by Divorce Financial Solutions, LLC (the “Seller”) to buyer (the “Buyer”) on www.divfinsolutions.net or www.divfinsolutions.com (each, the “Website”). These Terms comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, both written and oral.
- Software License.
(a) Upon payment pursuant to this Agreement, or if no payment is required, upon Buyer’s downloading of the Software, Buyer is granted a limited, revocable, non-transferable, non-exclusive, personal, named user license to download and use the Software solely for Buyer’s intended business purposes for the term specified in this Agreement. License is valid only for the named user who purchases the License and is not valid for any other user.
(b) Seller retains all right, title and interest in and to the Software. Buyer shall not remove or allow the removal of any trademark, copyright or other proprietary marking or notice placed by Seller on the Software.
(c) Buyer is expressly prohibited from, directly or indirectly (i) reverse engineering or attempting in any other manner to discover the source code, macros, underlying algorithms, or technology of the Software; (ii) renting, leasing, selling, assigning, transferring, reproducing, downloading, storing, publishing, retransmitting, disseminating, distributing, disclosing, circulating, adapting, translating, decompiling, disassembling, commercially exploiting, or otherwise using the Software, in any form or by any means, except as expressly permitted under this Agreement; (iii) copying, modifying, altering or creating derivative works of or based on the Software; and (iv) sublicensing the Software or using the Software to provide services for any third party.
(d) The license granted herein to Buyer for free Software is perpetual. For paid Software, the license granted herein is annual and shall expire on December 31 of the year of purchase. If Buyer wishes to continue use of paid Software, Buyer must relicense Software each calendar year.
- Delivery; Acceptance. The Software will be available for download immediately upon the receipt of Buyer’s payment, if payment is required; if payment is not required, the Software will be available for download on-demand. Seller shall not be liable for any delays, loss or damage in transit. Buyer shall obtain, at Buyer’s sole expense, all necessary and appropriate computer equipment, operating systems, third party software, connectivity and environments necessary to use the Software. Software is deemed accepted by Buyer upon download and subsequent use.
- Price. Buyer shall license the Software from Seller at the price set forth on Seller’s Website as of the date of Buyer’s payment (the “Price”). All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets
- Technical Support. Technical support for paid Software is available to Buyer according to Seller’s standard policy as it exists from time to time, provided Buyer pays the Seller the Price and that the paid Software for which Buyer requests technical support is not expired. Seller will discontinue support for calendar year versions of paid Software at the end of that calendar year. No technical support is available for free Software or if Buyer fails to properly register on the Website prior to downloading the Software.
- Payment Terms. Buyer shall pay all amounts due to Seller, if any, prior to the licensing of the Software to Buyer. Buyer shall make all payments hereunder in a form accepted by Seller’s Website in US dollars. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Software if Buyer fails to pay any amounts when due hereunder. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
- Limited Warranty.
(a) BUYER EXPRESSLY AGREES THAT USE OF THE SOFTWARE IS AT ITS SOLE RISK. THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, CUSTOM AND USAGE IN TRADE, TO THE FULLEST EXTENT PERMITTED BY LAW.
(b) TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ANY WARRANTIES, REPRESENTATIONS, AND LIABILITY FOR THE PERFORMANCE OF THE INTERNET, THE DOWNLOADING COMPATIBILITY OF ANY MATERIALS OR SOFTWARE WITH BUYER’S COMPUTER SYSTEMS, THE EXISTENCE OF ANY VIRUS, WORM, MALICIOUS CODE OR OTHER DISABLING DEVICE FROM ANY SOURCE, THE UNAUTHORIZED ACCESS TO OR USE OF CLIENT’S INFORMATION, THE LOSS, USE, STORAGE, ACCESS, DOWNLOAD, OR TRANSMISSION OF ANY DATA, OR THE SECURITY, RELIABILITY, TIMELINESS, CURRENTNESS, COMPLETENESS, EFFICIENCY, AVAILABILITY, OPERABILITY, PERFORMANCE, CAPABILITIES OR ACCURACY OF THE SOFTWARE OR ITS CONTENT OR COMPLIANCE OF THE SOFTWARE WITH ANY RULES, LAW OR REGULATIONS (INCLUDING, WITHOUT LIMITATION, ANY VIRGIN ISLANDS OR FOREIGN TAX REGULATIONS). SELLER DOES NOT WARRANT THAT ACCESS TO THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
(c) THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH HEREIN.
- Limitation of Liability.
(a) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PAID SOFTWARE LICENSED HEREUNDER, OR, FOR FREE SOFTWARE, $10.
- Disclaimer. Buyer and Seller agree that: (a) the Software is not intended to provide legal, tax or financial advice or analysis; (b) the purpose of the Software is solely to convey general information; (c) the Software does not aim to represent a Buyer’s individual situation, and Seller shall not be held liable as a result of actions taken by Buyer as a result of information Buyer enters into the Software; and (d) data and materials contained within the Software may contain inaccuracies or errors and Seller expressly disclaims liability for any such inaccuracies or errors to the fullest extent permitted by law.
- Compliance with Law. Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement.
- Amendment and Modification. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.
- Termination. In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
- Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
- Confidential Information. All non-public, confidential or proprietary information of Seller, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party. The Software is Seller’s Confidential Information.
- Force Majeure. The Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
- Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
- Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
- Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Wisconsin.
- Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the state or federal courts located in the Milwaukee, WI, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
- Notices. All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on this Agreement and/or on the order form or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
- Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
- Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Order including, but not limited to, the following provisions: Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.