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End User License Agreement

BY DOWNLOADING AND/OR USING ANY SOFTWARE AND/OR APPLICATIONS (COLLECTIVELY, "SOFTWARE") PROVIDED TO YOU BY OR ON BEHALF OF SCHULTZ TECHNOLOGY ("FETCHIT®") IN CONNECTION WITH YOUR USE OF THE FETCHIT® SERVICE, YOU ACKNOWLEDGE AND AGREE THAT (1) YOU HAVE READ THIS END USER LICENSE AGREEMENT ("LICENSE AGREEMENT"); (2) YOU UNDERSTAND IT; (3) YOU ARE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT; AND (4) YOU MAY RECEIVE, WITHOUT FURTHER NOTICE OR PROMPTING, UPDATED VERSIONS OF THE SOFTWARE. IF YOU DO NOT AGREE TO THE FOREGOING, YOU AGREE THAT YOU DO NOT HAVE A LICENSE TO, AND YOU WILL NOT USE, THE SOFTWARE.

General

This License Agreement contains details on your limited right and license to use the Software solely in connection with your use of the Fetchit® service. This License Agreement is between you and Fetchit® and not any other party.

The Software contains material that is protected by copyright and other applicable intellectual property laws in the U.S. and other territories and by international treaty provisions. The Software is licensed, not sold or given, to you by Fetchit® for use only under the terms of this License Agreement, and all rights not specifically granted to you herein are reserved to Fetchit® and to any third party with ownership rights in software and documentation used in the Software. You may not remove any proprietary notice of Fetchit® or any other party from any copy of the Software or documentation.

The rights granted under the terms of this License Agreement include any software upgrades that replace and/or supplement the original Software.

Fetchit® reserves the right, from time to time, with or without notice to you, to change the terms of this License Agreement in our sole and absolute discretion. The most current version of this License Agreement will supersede all previous versions. Your use of the Software after changes are made means that you agree to be bound by such changes. As such, you should review the License Agreement periodically.

  • Independent Contractors: Fetchit® and Customer are independent contractors under this Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship.
  • Assignment: Neither party may assign performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other.
  • Merger or Acquisition: Notwithstanding subsection (b) above, Fetchit® may assign this Agreement without Customer's prior written consent in the case of a merger, acquisition, or other change of control, and in such event this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Permitted Use/Restrictions

License to Use Software

Fetchit® hereby grants Customer a limited, revocable (as set forth in this Agreement), non-transferable, non-exclusive license to use the Software. All rights not expressly granted to Customer are reserved by Fetchit®. Customer shall not:

  • (a) sublicense, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software or any part thereof in any way; or
  • (b) modify or make derivative works based upon the Software or reverse engineer, decompile, or disassemble the Software.

You may engage a contractor to assist you with your implementation or use of the Software so long as:

  1. The contractor uses the Software according to this Agreement.
  2. The contractor acts solely for your benefit when it uses or implements the Software.
  3. You have a written agreement in place that protects intellectual property and proprietary rights of Fetchit®.

You will be responsible for the acts or omissions of the contractor as it relates to their use or implementation of the Software.

Restrictions on Use

Customer covenants that it will not:

  1. Use the Software in any illegal or unlawful manner or for any illegal or unlawful purpose.
  2. Perform any act which interferes with or disrupts the Software.

Fetchit® may review or screen content transmitted through the Software for compliance with this Agreement or applicable law. Fetchit® reserves the right to suspend Customer’s access to and/or use of the Software if deemed necessary to comply with the law or to prevent significant harm to end users or the Software.

The Software/Software Updates

The Software

The "Software" is a locally hosted software application that enables Customer to integrate its existing business management software or practice management software with its existing phone system to provide automated retrieval of client data and information. The Software does not include Customer's Content.

By using the Software, Customer may make choices about the presentation, management, and distribution of the Content. Fetchit® will not attempt to remove Customer's Content from its servers or systems.

Use of the Software requires compatible devices, Internet access (fees may apply), and certain software (fees may apply). High-speed Internet is recommended.

Upgrading the Software

Fetchit® may issue upgraded versions of the Software or require you to consent to Software Upgrades before using or accessing the Software.

Export Law Assurances

You may not use or export the Software except as authorized by United States law. The Software may not be exported to:

  • Countries embargoed by the U.S.
  • Anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List.

U.S. Government End Users

The Software and related documentation are "Commercial Items" as defined in 48 C.F.R. §2.101 and are licensed only with the rights granted to all other end users.

Termination

This License Agreement is effective until terminated. Fetchit® may terminate this Agreement at any time without notice if you violate its terms. Upon termination, you must cease using the Software and destroy all copies.

Representation and Warranties

The Software is provided "AS IS." Defects in the Software are not guaranteed to be corrected.

Confidentiality

Both parties agree not to disclose Confidential Information, which includes intellectual property, financial information, and other designated proprietary data.

Indemnification

Each party agrees to indemnify the other against claims, damages, or liabilities arising out of a breach of the Agreement. The indemnified party must provide notice, cooperation, and control of the defense to the indemnifying party.

Notices

All notices must be in writing and delivered by hand, email, certified mail, or overnight delivery to the designated addresses of Fetchit® or the Customer.