ServicePRO Legal Notices

  • ServicePRO® Annual Software Assurance Plan
  • ServicePRO® Evaluation License Agreement
  • ServicePRO® Software
    License

Term

The subscription to the ServicePRO® Annual Software Assurance Plan is effective from the commencement date and shall continue for a period of one year.

Responsibilities of Help Desk Technology

For the charges stated herein, Help Desk Technology shall provide:

1. Software updates and upgrades made generally available during the term of this agreement. Software upgrades and updates are applied to previously purchased software license.. Improvements and enhancements to software documentation made generally available during the term of this agreement.

2. Unlimited access to online ServicePRO Training Tutorials.

Free Services Include:

1. Technical Support Service via telephone, email and/or via desk-to-desk technology such as GoToMeeting. There is no limit to the number of technical support requests that can be submitted. Technical support is defined as "problems" in the functioning of the ServicePRO® installation. Training style "how-to" questions or consulting questions (such as "how should I…", or "what is the best practice…") are not covered by Technical Support.

2. An annual "check-up" session to review help desk challenges and offer suggestions of optimization.

Responsibilities of the Licensee

1. The Licensee acknowledges that all software was licensed in accordance with Help Desk Technology’s Software License Agreement and the Licensee agrees to abide by such conditions.

2. The Licensee agrees to maintain the Software to the latest revision level within six months of official release.

Charges

1. Payment of all charges is due on the first day of the period covered by the ServicePRO® Annual Software Assurance Plan.

2. In addition to the charges due under this Agreement, the Licensee agrees to pay or reimburse Help Desk Technology any taxes or charges resulting from this Agreement which are levied by a taxing authority, except for taxes based upon Help Desk Technology’s net income.

Limitation of Liability and Warranty

1. Help Desk Technology’s liability to the Licensee for damages of any nature shall not exceed the annual charge payable under this Agreement.

2. In no event will Help Desk Technology be liable for any loss of use, data, or profits or any special indirect or consequential damages.

3. This agreement does not cover loss of data from failure to perform prudent backups.

Miscellaneous

If any provision of this Standard Terms and Conditions document is declared invalid, the remaining provisions shall remain in full force and effect. These terms and conditions supersede all prior Annual Software Assurance Plan agreements and understandings between Help Desk Technology and the Licensee pertaining to the Software.

This agreement shall be governed by the laws of the Province of Ontario, and any dispute shall be heard by an Ontario court.

In the event of litigation or alternative dispute resolution process the prevailing party will be entitled to recover attorney fees and expenses from the other party.

Grant and Term of License: Help Desk Technology ("HDT") grants you the right to install and use the Software for a 30-day period for the purpose of testing and evaluation for use in your organization. The Software may be installed on computers under your control or on a network server, which allows you and others who have agreed to the terms of this License to access the Software.

The Evaluator agrees that their use of the ServicePRO® is solely for the purposes outlined above and will not be used directly or indirectly for the purpose of competing within the help desk market against ServicePRO®. The term "not compete" as used here shall mean that the Evaluator shall not develop or market a product substantially similar to or competitive with the present business of Help Desk Technology.

Number of Users: There is no restriction to the number of users that you can set up during the Evaluation Period. If you ultimately decide to purchase the software, the number of users that you can set up will be determined by the number of licenses that you purchase.

Restrictions. The Software and all copies of it are the property of HDT and are protected by U.S. and international copyright and intellectual property laws and treaty provisions. All rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications to it shall be and remain in HDT. You may not modify, alter, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software, or remove any proprietary notices or labels that it contains. You are permitted, however, personally to install the Software on more than one computer, to share the unaltered installation software with others on a non-commercial basis and to make one complete copy of the installed Software for backup purposes.

No Warranties or Liabilities. You expressly acknowledge and agree that use of this Software is AT YOUR OWN RISK and that the Software is provided "AS IS" without any warranties or conditions whatsoever.

HDT (i) DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES AS TO THE NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE SOFTWARE OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; (ii) SHALL IN NO EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR PART BY, OR FAILURES, DELAYS OR INTERRUPTIONS OF, THE SOFTWARE OR HDT; (iii) SHALL IN NO EVENT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR TRADING LOSSES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SOFTWARE OR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU AND SHOULD IT BE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF SERVICING, REPAIR OR CORRECTION OF SUCH DEFECTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Transmission of information: the Software communicates with HDT for the purpose of logging your registration information, error conditions, or to inform you when new releases are available to you. You expressly acknowledge and agree that such information may be communicated between yourself and HDT during your evaluation of the Software.

HDT Logos and Links in Web Interface: HDT reserves the right to include its own proprietary logos, slogans, and/or website links in the Web Interface, including, but not limited to "Powered by ServicePRO®", the ServicePRO® logo, and a link to www.servicePRO.solutions

General. This License constitutes the entire agreement between you and HDT with respect to this Software and supersedes any other communication (including advertising). If any provision of this License is held unenforceable, that provision shall be enforced to the maximum extent permissible so as to give effect the intent of this License, and the remainder of this License shall continue in full force and effect.

This License shall be governed by the laws of the Province of Ontario without reference to conflict of laws principles.

END OF LICENSE AGREEMENT FOR ServicePRO Evaluation.

Use

The licensed SOFTWARE is supplied by Help Desk Technology (HDT) solely for the PURCHASER's internal business purposes for use with one database.

PURCHASER shall have a non-transferable and non-exclusive right to use the SOFTWARE only to process its own data and the data of its subsidiaries.

Property Rights

All rights, title and interest in and to the licensed SOFTWARE and all related materials are and shall at all times remain the sole and exclusive property of HDT.

Purchasing and Taxes

Prices do not include Federal, State, Provincial or retail sales tax. Any extra tax, which HDT may be required to collect or pay upon the sale, licensing or delivery of the SOFTWARE, shall be paid by PURCHASER to HDT.

Infringement and Misappropriation Claims

This commitment covers any HDT software licensed for a fee for your end use, except for embedded (industry or task-specific) software. When we refer to "covered software" within this commitment, we are referring to those HDT software offerings only. For any covered software, we will:
* Defend you against any claims made by an unaffiliated third party that the covered software infringes its patent, copyright, or trademark or misappropriates its trade secret, and
* Pay the amount of any resulting adverse final judgment against you (after any appeals) or settlement to which we consent.

Software Warranty

DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED "AS-IS." YOU BEAR THE RISK OF USING IT. HDT GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS WHICH THIS AGREEMENT CANNOT CHANGE. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAWS, HDT EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. YOU CAN RECOVER FROM HDT AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO THE AMOUNT PAID BY YOU FOR LICENSES IN THE CURRENT CALENDAR YEAR. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.

This limitation applies to
* Anything related to the software, services, content (including code) on third party Internet sites, or third party programs; and
* Claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

It also applies even if HDT knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

In no event will HDT be liable for any loss of use, data, or profits or any special, indirect or consequential damages.

Non-transferability

Neither the licensed SOFTWARE nor this agreement may be assigned, sub licensed or otherwise transferred by the PURCHASER without prior written consent from HDT.

Promotion

Help Desk Technology may, from time to time, use PURCHASER's name or logo in a partial client list for promotional purposes. HDT will not use PURCHASER's name or logo for promotional purposes in any other way without PURCHASER's prior consent.

Transmission of information

The Software communicates with HDT for the purpose of logging your registration information and license verification, error conditions, or to inform you when new releases are available to you. You expressly acknowledge and agree that such information may be communicated between yourself and HDT during your usage of Software.

Miscellaneous

If any provision of this Agreement, or portion thereof, is declared invalid, the remaining provisions shall nevertheless remain in full force and effect. This agreement supersedes all prior agreements and understandings between Help Desk Technology and PURCHASER pertaining to the SOFTWARE.

This Agreement shall be governed by the laws of the Province of Ontario and any dispute shall be heard by an Ontario court.

Purchaser has read and understood the foregoing Terms and Conditions, and does by clicking the "I Accept" button to the terms thereof.