ServicePRO® Software License

Standard Terms and Conditions

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.