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Terms and Conditions
Sage Accpac Online Subscription Agreement BY CLICKING THE "I AGREE" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE SAGE ACCPAC ONLINE ONLINE SERVICE (THE "SERVICE") AS PROVIDED BY SAGE ACCPAC INTERNATIONAL ("SAGE") TO AUTHORIZED USERS THROUGH THE URL ADDRESS HTTP://www.sageaccpaconline.com ("SITE). THE SERVICE INCLUDES A WEB BROWSER INTERFACE, DATA TRANSMISSION, STORAGE AND MAY INCLUDE CLIENT SOFTWARE AS DEFINED BELOW. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICE. 1. DEFINITIONS. "Client Software" means Sage software that allows a Device to access or utilize the Service or functionality provided by the Service. "Device" means a computer, workstation terminal or other electronic device which can be used to access the Internet. "Effective Date" means the date which You complete the ordering process and are granted access to the Service. "Named User" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user IDs and passwords by you or by Sage at your request. "Service(s)" means the specific edition of Sage Accpac Online online customer relationship and related services and Software embodied therein and Client Software identified during the ordering process, developed and operated by Sage and accessible via the internet address http://www.sageaccpaconline.com. "Software" means collectively the Sage Accpac Online software and Client Software. "Subscription Term" and "Renewal Term" have the meanings set forth in Section 3 of this Agreement. "Your Content" means the data and other materials You input for processing onto the Service. 2. LICENSE GRANT Subject to the terms and conditions of this Agreement, Sage hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable, license to access and use the Service solely for Your internal use. The following additional terms apply for Your use of, or access to, Sage Accpac Online: (a) You will receive a user ID and password for each Named User, and each Named User may access the Service only using his or her issued user ID and password; (b) the licenses granted herein are personal and specific to Named Users, and no person or entity other than a Named User will access or use the Service without the prior written consent of Sage; (c) You may change Named Users only to replace Named Users who are no longer employed by your company or whose job function has changed and no longer use the Service; (d) if You ordered Client Software, each licensed Named User may install the Client Software on a Device used by such Named User. You may use the Service or modify Your information, data and content only through your user ID and password. You are entirely responsible for maintaining the confidentiality of Your user IDs and password. You are entirely responsible for any and all activities which occur under Your user ID and password, unless the password's confidentiality is breached by Sage's own negligence. You agree to immediately notify Sage of any unauthorized use of Your account or any other breach of security known to You. 3. SUBSCRIPTION TERM This Agreement shall be effective as of the Effective Date. The initial term of the Agreement shall be the number of months specified in the online subscription process (the "Subscription Term"). If You are using the Service under a free trial, You have access to the Service as the sole discretion of Sage. Upon expiration of the Subscription Term or any Renewal Term, unless You notify Sage in writing not less than sixty (60) days prior to the expiration of the Subscription Term or Renewal Term of your intention to either cancel this Agreement or to enter into a new agreement for the Service, this Agreement shall thereafter automatically continue on a month-to-month basis (such month-to-month or other renewal term is referred to herein as a "Renewal Term"). You are responsible for strict compliance with any and all of the terms and conditions of this Agreement. 4. PAYMENT By providing a credit card account number or other account number permitting electronic charge, debit or transfer of funds (collectively "Electronic Payment Method"), You authorize Sage to charge the account number You specified. Sage charges and collects in advance for use of the Service. Sage will automatically bill you by Electronic Payment Method (i) every month for monthly licenses or (ii) as otherwise mutually agreed upon in the ordering process. Late payments will accrue interest at the higher of one percent (1%) per month of the outstanding balance or at the highest rate permitted by law plus all expenses of collection. You are responsible for paying for all Named User licenses ordered for the entire Subscription Term or applicable Renewal Term whether or not such Named User licenses are actively used. 5. RULES AND REGULATIONS REGARDING YOUR CONDUCT You agree to use the Service only for lawful purposes in compliance with all applicable laws. You may not use the Service to (i) fraudulently represent products or services (ii) send spam or other unsolicited or duplicative messages in violation of applicable laws or (iii) facilitate or aide any of the above activities. You may not store, distribute or transmit (i) obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy or intellectual property rights or (ii) materials containing viruses or Trojan horses or tools to compromise the security of other Web sites, tools used to collect email addresses for use in sending unsolicited bulk email, or tools used to send unsolicited bulk mail. You may not post, upload or otherwise distribute copyrighted material without the consent of the copyright holder. 6. OWNERSHIP RIGHTS The Service is protected by United States copyright laws and international treaty provisions. As between You and Sage, Sage acknowledges that it claims no proprietary rights in Your Content. As between You and Sage, You acknowledge and agree that Sage, its affiliates and/or its licensors owns all right, title, and interest in and to the Service, the technology and software available on the Service, and all content (including without limitation, any images, text, software, music, sound, photographs, video, graphics, and "applets" incorporated into the Service) except Your Content maintained on the Service, and all copyright, trade secret, patent, trademark and other intellectual property rights therein (collectively, the "Sage Technology"). You acknowledge that Your possession, installation, or use of the Service does not transfer to You any ownership, title, or registrable interest of any kind to the Sage Technology and that You will not acquire any rights to the Sage Technology except as expressly set forth in this Agreement. 7. RESTRICTIONS You may not rent, lease, sublicense, loan, resell or directly or indirectly transfer the Service. You may not permit any parent, affiliate, subsidiary or any other third parties to benefit from the use or functionality of the Service, either directly or via a facility management, timesharing, service bureau or any other arrangement. You may not provide any access to the Service with the intention to process the data of another entity, unless You own more than fifty percent (50%) of that entity and provided that you have ordered a sufficient number of Named User licenses. You may not transfer any or all of the rights granted to You under this Agreement. You may not reverse engineer, decompile, or disassemble the Service, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not modify, or create derivative works based upon the Service in whole or in part. You may not duplicate or copy any portion of the Service unless otherwise set forth herein. You may not remove any proprietary notices or labels on the Service. You may not develop a competitive product to the Service that incorporates any features, functions or graphics from the Service. All rights not expressly set forth hereunder are reserved by Sage. Sage reserves the right to conduct audits from time to time upon not less than thirty (30) days' advance written notice to verify compliance with the terms of this Agreement. Information disclosed in the course of an audit shall be treated as your confidential information. 8. WARRANTIES Sage represent and warrants that the Service will be provided in a professional manner consistent with industry standards and that the Service will substantially comply with the online documentation at http://www.sageaccpaconline.com. Each party represents that it has the legal authority to enter into this Agreement. THERE ARE NO OTHER WARRANTIES, LIABILITIES OR REMEDIES PROVIDED BY SAGE, SAGE'S SUPPLIERS OR ANY OTHER THIRD PARTY REGARDING THE SERVICE. OTHER THAN THE FOREGOING EXPRESS WARRANTIES, THE SERVICE AND THE CONTENT THEREIN ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. SAGE MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, VIRUS FREE, OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL SATISFY YOUR SPECIFIC REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAGE DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ANY AUTHORIZED RESELLER OF SAGE PRODUCTS OR AUTHORIZED CONSULTANT IS NOT AFFILIATED WITH SAGE IN ANY CAPACITY OTHER THAN AS A RESELLER OF OR CONSULTANT FOR SAGE'S PRODUCTS AND HAS NO AUTHORITY TO BIND SAGE OR MODIFY ANY LICENSE OR WARRANTY. SAGE MAKES NO REPRESENTATIONS, WARRANTY, ENDORSEMENT OR GUARANTEE WITH RESPECT TO THE SKILLS OR QUALIFICATIONS OF ANY AUTHORIZED SAGE RESELLER OR CONSULTANT AND YOU ARE ENCOURAGED TO INDEPENDENTLY INVESTIGATE THE SKILLS AND QUALIFICATIONS OF ANY SUCH RESELLER OR CONSULTANT WITH WHOM YOU ASSOCIATE. 9. LIMITATION ON LIABILITY IN NO EVENT SHALL SAGE'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE EVEN IF SAGE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 10. INDEMNIFICATION You agree to indemnify and hold Sage harmless from and against any and all claims and liabilities, including reasonable attorneys', related to or arising from (i) any breach of Your covenants under this Agreement; (ii) Your use of the Service (iii) any item or service sold or advertised in connection with Your use of the Services; (iv) any defamatory, libelous or illegal material contained within Your Content; or (v) any claim or contention that Your Content infringes any third party's patent, copyright or other intellectual property rights or violates any third party's rights of privacy or publicity. Sage will defend, indemnify and hold You harmless from and against any and all claims and liabilities related to or arising from any action by a third party against You involving an allegation that the Service directly infringes any copyright, U.S. patent issued as of the Effective Date or trademark right of any third party, provided that (i) you give Sage prompt notice of any such claim, (ii) you provide reasonable assistance and information to Sage in the defense of such claim, (iii) you give Sage sole control of the defense of any such claim and (iv) you have not compromised or settled such claim. 11. DATA STORAGE The maximum disk storage space provided to you at no additional charge is the greater of 1 GB or an aggregate of 20 MB per Named User license. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Sage reserves the right to establish or modify its general practices and limits relating to storage costs and limits. 12. OPERATION. Sage will use reasonable commercial efforts to ensure that the Service will be accessible to connection from the Internet. THE SERVICE IS ACCESSIBLE VIA THE INTERNET AND THUS IS SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT TO THE OPERATION OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SAGE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THE SERVICE MAY BE INTERRUPTED BY ROUTINE MAINTENANCE; SAGE WILL USE COMMERCIALLY REASONABLE EFFORTS TO MINIMIZE SUCH INTERRUPTION AND SCHEDULE MAINTENANCE AT NON-PEAK HOURS. 13. PRIVACY Sage's privacy policy is available to you at http://www.sageaccpaconline.com. Sage reserves the right to modify its privacy policy in its reasonable discretion from time to time. By subscribing to the Service, you agree to receive periodic announcements from Sage regarding the Service and further agree that Sage can disclose the fact that you are a paying customer. 14. TERMINATION Sage may terminate this Agreement either on thirty (30) days' written notice to You prior to the expiration of the Subscription Term or any Renewal Term, in which case this Agreement will be deemed terminated as of the end of such term. If you breach Section 5 or Section 6 of this Agreement, Sage may in its sole discretion terminate this Agreement and/or Your access to the Service immediately without notice to You and without any opportunity for You to cure such breach. If you breach this Agreement in any other manner, Sage may in its sole discretion terminate this Agreement and/or Your access to the Service following delivery to You of thirty (30) days written notice of such breach and opportunity to cure provided, however, that upon Your third breach of this Agreement for any reason, if You received notice and an opportunity to cure regarding the previous two breaches, Sage may terminate this Agreement and/or your access to the Service immediately, without notice or opportunity to cure. The termination of this Agreement will terminate Your access to the Service. Sage shall not be liable to You or to any third party for termination of the Service for any reason. The termination of this Agreement does not relieve You of Your obligation to pay (i) any Fees accrued or payable to Sage prior to the effective date of termination of this Agreement and (ii) any Fees owing under Section 4 for the remainder of the term hereof. Upon termination of this Agreement other than for your breach Sage will, at Your request, provide You with access to Your data files although Sage may, thirty (30) days or more after termination of this Agreement, delete your data files from our system. Sections 1, 6, 7, 9, 10, 14 and 15 shall survive expiration or termination of this Agreement. 15. MISCELLANEOUS (a) Export Control Compliance. You agree to abide by U.S. and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. (b) Independent Contractors. This Agreement does not create any agency, employment, partnership, joint venture, franchise or other similar or special relationship between You and Sage. Neither party will have the right or authority to assume or create any obligations or to make any representations, warranties or commitments on behalf of the other party or its affiliates, whether express or implied, or to bind the other party or its affiliates in any respect whatsoever. (c) No Assignment. Your rights and obligations under this Agreement shall not be transferred or assigned directly or indirectly without the prior written consent of Sage. (d) Severability. If any provision of this Agreement is found to be illegal or unenforceable, such provision will be deemed modified to conform to applicable laws or regulations, or if it cannot be so modified without materially altering the intent of the parties, it shall be stricken and the remainder of the Agreement shall continue in full force and effect. (f) Applicable Law, Jurisdictional Matters. This Agreement and all matters related thereto shall be construed in accordance with the laws of the State of California, except those rules relating to conflicts of laws. Any action or proceeding arising out of or related to this Agreement shall be brought only in a court located in Orange County, California. Each party expressly consents to the jurisdiction of such courts. (g) Force Majeure. The delay or inability of a party to perform its obligations hereunder when required (other than financial obligations including payment of amounts due), if caused by events of Force Majeure, as defined herein, shall not constitute a breach or default and shall not subject such party to liability to the other so long as such Force Majeure event exists. Force Majeure events shall include, without limitation, civil disturbances, epidemics, natural disasters, wars, acts of terrorism, acts of God and all other such events outside the control of the parties that make it impossible for one party to comply with its obligations hereunder. (h) Waiver. No delay or failure by either party to exercise any right, power or remedy accruing upon any breach, default or noncompliance under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of such or any subsequent breach, default or noncompliance. (i) Entire Agreement; Amendment. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous agreements, communications, representations and understandings (both written and oral) regarding such subject matter. Except as expressly provided herein, this Agreement may only be modified by a written document executed by both parties. (j) Notices and Electronic Communications. All notices permitted or required under this Agreement may be sent by e-mail, fax, express mail, mail, or registered mail to the e-mail address, fax number, or address most recently provided and will be effective upon transmission. SAGE CUSTOMER CONTACT If You have any questions concerning these terms and conditions, please call (480) 368-3700, or write to us at: Sage CRM, 8800 N. Gainey Center Drive, Suite 200, Scottsdale, Arizona, 85258 USA. Copyright 2005 Sage Accpac International, Inc. All rights reserved. I accept the Terms and Conditions

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