End User License Agreement for Sage 50 Accounting Products
IMPORTANT - PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS
This End User License Agreement for Sage 50 Accounting Products (the "Agreement") is a legal agreement between you or the company that you are authorized to represent ("You") and Sage Software, Inc. ("Sage"). This Agreement governs the installation and use of the accompanying Sage 50 Accounting computer software programs and services not covered by a separate license agreement, all printed and electronic manuals, guides, bulletins, and online help (the “Documentation”), and any modifications, updates, revisions or enhancements received by You from Sage or its authorized dealers (collectively, the “Program”). The Program may not be accessed, installed, or used except pursuant to this Agreement.
This Agreement limits and excludes warranties and remedies regarding the Program, exempts Sage and other persons from liability or limits their liability, and contains other important provisions that You should read. Your access to or use of the Program may also be subject to your acceptance of separate agreements with Sage and/or third parties.
BY SELECTING THE “I ACCEPT” BUTTON OR BY ACCESSING, DOWNLOADING, INSTALLING, OR USING THE PROGRAM, YOU ACKNOWLEDGE AND SIGNIFY YOUR ACCEPTANCE AND AGREEMENT, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMETN, AND IF YOU ARE AN INDIVIDUAL REPRESENTING A COMPANY OR OTHER PERSONS THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT AND AGREE TO THE AGREEMENT ON BEHALF OF THE COMPANY OR OTHER PERSONS YOU REPRESENT OR ON WHOSE BEHALF YOU ARE INSTALLING OR USING THE PROGRAM.
IF YOU DO NOT AGREE WITH AND UNLESS YOU ACCEPT EACH PROVISION OF THIS AGREEMENT, YOU MAY NOT ACCESS, DOWNLOAD, INSTALL, OR USE THE PROGRAM, AND YOU MUST RETURN THE PROGRAM FOR A REFUND IN ACCORDANCE WITH THE RETURN AND REFUND POLICY SET FORTH IN THIS AGREEMENT.
Registration and activation of your license for the Program with Sage is required. You must register as a licensee within the first ten (10) uses or the program will become disabled. If you are using a trial version of the program, the program will become disabled after thirty (30) days.
1. RETURN POLICY.
1.1. If You are a first-time customer, unless You have licensed the Program through a Sage promotion that extends the money-back guarantee period, You must return the Program within sixty (60) days from your payment of the associated license fee, as evidenced by your receipt, in order to receive a refund of the license fee from Sage. If You are an existing customer, You must return the Program within thirty (30) days from your payment of the associated license fee, as evidenced by your receipt, in order to receive a refund of the license fee from Sage.
1.2. If You have licensed Sage 50 Quantum Accounting, You must return the Program within ninety (90) days from your payment of the associated license fee, as evidenced by your receipt, in order to receive a refund of the license fee from Sage.
1.3. If You have licensed the Program as part of a Sage Business Care Plan ("Sage Business Care") and this is the initial term of your subscription, You must cancel your Sage Business Care subscription and return the Program within thirty (30) days from your payment of the associated license fee, as evidenced by your receipt, in order to receive a refund of the license fee from Sage. If You have licensed the Program by renewing your subscription to Sage Business Care, then You are not eligible to return the Program for a refund. You must cancel your Sage Business Care subscription at least seven (7) days prior to its renewal date in order not to be charged the renewal rate.
2. GRANT OF LICENSE.
Subject to your compliance with all terms of this Agreement and your payment of all applicable fees, Sage hereby grants to You a limited, nontransferable, non-sublicensable, non-exclusive license (the “License”) to install and use the Program under the terms stated in this Agreement, including the restrictions and limitations applicable to each kind of license and version of the Program set forth below, for use in your business or profession. The License is not a sale of the Program or any portion thereof and does not convey any rights of ownership in the Program. Sage reserves all rights not expressly granted by this Agreement and You hereby acknowledge that all title and ownership of the Program and all associated intellectual property rights are and shall remain with Sage.
3. LICENSE RESTRICTIONS.
There are various types of licenses and versions of the Program, which reflect the number of authorized installations and users and the permitted purposes of use, each of which is subject to different restrictions and limitations as set forth below. The type of license and version of the Program are identified in the Program packaging.
3.1 Type of License:
a. Single User. If your License to use the Program is a single-user license, the Program and related data may be: (i) installed on only one computer or workstation, or personal digital assistance, pager, "smart phone" or other similar electronic device which You own or use and for which the Program is designed to operate (a "Client Device"); and (ii) accessed and used only by the individual to whom the Program is licensed. The component parts of the Program may not be installed or used individually or jointly in full or in part on more than one Client Device, unless otherwise set forth herein. You may purchase additional installs of your License if You would like to install the Program on an additional Client Device for back-up purposes or home/remote use.
b. Multi-User. If your license to use the Program is a multi-user license, or You have licensed more than one single-user version of the Program, the Program and related data may be: (i) installed on (x) up to the number of Client Devices corresponding to the maximum number of licensed Named Users or other pre-defined limit authorized by the License; or (y) a local area network provided that the number of Client Devices permitted to access the Program is limited to the maximum number of licensed Named Users or other pre-defined limit authorized by the License; or (z) a server and up to the number of Client Devices corresponding to the maximum number of licensed Named Users or other pre-defined limit authorized by the License; and (ii) accessed and used by not more than the maximum number of licensed Named Users authorized by the License. A Named User means the individuals listed and selected in the user maintenance screen of the Program. The number of defined Named Users may not exceed the number of licenses purchased up to the predefined limit. You may make copies of the Program and install it on separate computers up to the predefined limit and the same data may be accessed concurrently by the defined Named Users. You also have the right to use the multi-user version of the Program on a local area network provided only the licensed Named Users access the Program, the number of licensed Named Users does not exceed the number of licenses purchased and no licensed Named User accesses the Program from more than one computer concurrently. In the event a licensed Named User is temporarily out of the office (vacation, illness, leave, etc.) or leaves your company, You may replace this Named User with a new associate of your company without purchasing a license for an additional Named User. You may purchase additional installs of your License if You would like to install the Program on an additional Client Device for back-up purposes or home/remote use.
c. Student Version: The Student Version of the Program (a "Student Version") may be licensed only by individuals that meet the applicable student qualifications as set forth on the Program packaging or on the Education Program section of the Sage 50 website located at http://www.sage50accounting.com/supportTraining/getTraining/educationProgram/. If the Program is a Student Version, You may use the Program only for your personal educational purposes and any data entered into a Student Version of the Program cannot be converted to a full working version of the Program. Any company created in the Student Version and any data entered into that company will be accessible for only fourteen (14) months after that company was created.
d. Not for Resale/Demo Version. The Not for Resale version of the Program (an "NFR Version") may be licensed and used only by persons that have entered into a valid and subsisting Solution Provider Agreement, Certified Consultant Agreement, or other similar agreement with Sage (each, an "Other Sage Agreement"). If the Program is an NFR Version, You may use the Program only for demonstration, marketing, promotional, end user support, training, or development purposes, and only to the extent permitted or required under the applicable Other Sage Agreement.
e. Educational Version. The Educational Version of the Program (an "Educational Version") may be licensed only by educational institutions that meet the applicable qualifications as set forth on the Program packaging or on the http://na.sage.com/sage-50-accounting-us/support/educationprogram website. If the Program is an Educational Version, You may authorize the licensed number of individual educational users to use the Program only for their personal educational purposes.
f. Trial Version. If the Program is a Trial Version (a "Trial Version"), You may use the Program only for the purpose of evaluating the Program.
g. Accountant Edition Version. If You are a Sage Accountants Network ("SAN") member and if the Program is an Accountant Edition version ("Accountant Edition"), You are prohibited from installing the Program on a Client Device that belongs to a third party. You may use it only pursuant to this Agreement and the terms of your Sage Accountants Network membership. A SAN member may use a License belonging to a third party in order to access that party's files as required by their business relationship.
h. SysAdmin User Account. The sysadmin user account is an administrative account that does not require its own license to use the Program unless You want it installed on a separate Client Device.
3.2 General Restrictions Applicable to All Licenses
a. You may use only the Sage 50 Complete Accounting, Sage 50 Premium Accounting, and Sage 50 Quantum Accounting products within a Windows Terminal Server environment subject to requirements contained in the Documentation.
b. You may not make copies, translations, or modifications of or to the Program or any portion thereof. You must reproduce all copyright, trademark, trade secret and other proprietary notices on any such copies of the Program. All copies of the Program are subject to the terms and conditions of this Agreement.
c. You may not sell, distribute, lease, rent, sublicense, modify, change, alter, assign or transfer the Program or this license, except that: (i) You may transfer the license to a party that purchases all or substantially all of the assets of your business, provided that You notify Sage in writing prior to the distribution of the Program to the purchasing party, and the purchasing party agrees in writing to be bound by the Agreement; or (ii) upon written permission from Sage, You may transfer the license to a party that agrees to be bound by this Agreement.
d. You may not reverse-engineer, reverse-translate, disassemble, or decompile the Program, or any portion thereof, or otherwise attempt to discover the source code or structural framework of the Program. You may not create any derivative work based upon the Program by altering, modifying or translating the code of the Program. You may not obscure or remove any copyright or trademark notice from the Program.
e. You may not install more than one (1) Program on any Client Device. Use of software, hardware or services that bypass any Program license restrictions and/or reduce the number of Client Devices, users and/or seats, as may be applicable, accessing or utilizing the Program (e.g., "multiplexing," "pooling," or third party add on software or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end").
f. You may not use or permit any other person (including without limitation any parent, affiliate or subsidiary organization) to benefit from the use or functionality of the Program, either directly or via a facility management, timesharing, service bureau or any other arrangement; provided, however, that You may use the Program, as provided herein, to process the data of an affiliate or subsidiary of which You own more than fifty percent (50%); provided, however, You may not exceed the number of datasets specified on the applicable product packaging or accompanying documentation.
g. You may not install the Program on more Client Devices than you have Licenses and only licensed Named Users may access the Program, except as may be permitted by this Agreement. Sage may verify compliance of license entitlement and restrict use of the Program if it determines that You have violated the terms of this Agreement.
h. You may not share a license. Each user of the Program must have their own license, including all part-time employees.
3.3 Sage reserves all rights not expressly granted to You in this Agreement.
4. MULTIPLE USER INSTALLATION.
If You have licensed a multi-user version of the Program, the system or IT administrator or other designated person (the “Administrator”) has the ability to install the Program on the server and then simultaneously install the Program on the remaining computers with a reduced number of steps. If this installation option is chosen, the Administrator will accept the terms and conditions of this Agreement for each user of the Program. Each user has the ability to review the Agreement by going to the Help About menu in the Program.
5. LIMITED WARRANTY.
5.1. The following limited warranty applies to You only if You are the original licensee of the Program. Sage warrants that the Program substantially conforms to the specifications contained in the Documentation that was included in the original packaging with your Sage 50 accounting software and/or located within the software for a period of sixty (60) days from your purchase or if You have licensed Sage 50 Quantum Accounting, for a period of ninety (90) days from your purchase, as evidenced by your receipt (the "Limited Warranty Period"), provided that the Program is used on the computer operating system for which it was designed. Sage further warrants that the media on which the Program is furnished will be free from defects in material or workmanship for the Limited Warranty Period. Receipt of revisions or upgrades to the Program shall not restart or otherwise affect the warranty period for previously delivered copies. All warranties stated in this Agreement apply only when the Program is used within the United States of America and its territories. Sage does not represent or warrant that your use of the Program will be uninterrupted or error free.
5.2. Provided You notify Sage in writing during the Limited Warranty Period of a substantial non-conformity between the Documentation and the Program, and if Sage is able to replicate and verify that such substantial non-conformity exists, Sage shall replace or correct the Program, at Sage's sole option, so that the Program substantially conforms to the specifications or replace the defective media, as the case may be, or You may return all copies of the Program and Sage shall remit to You the license fee You paid, up to the amount of Sage's suggested list price for the Program. This section 5.2 states your SOLE AND EXCLUSIVE REMEDY for any breach of warranty hereunder.
5.3. No employee, agent or representative of Sage, nor any reseller (including the person or company who sold You the Program) or any other third party, is authorized to make any warranty with respect to the Program, except those expressly stated in sections 5.1 and 5.2 of this Agreement, and You may not rely on any such unauthorized warranty.
6. DISCLAIMER OF WARRANTIES.
6.1. The foregoing warranties and remedies are exclusive. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED IN SECTIONS 5.1 AND 5.2 OF THIS AGREEMENT, SAGE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROGRAM AND ANY SERVICES FURNISHED IN CONNECTION WITH THIS AGREEMENT. SAGE DOES NOT WARRANT THAT THIS SOFTWARE IS FREE OF BUGS, VIRUSES, IMPERFECTIONS, ERRORS, OR OMISSIONS. SAGE SPECIFICALLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION: (A) OF MERCHANTABILITY; (B) FITNESS FOR A PARTICULAR PURPOSE; (C) OF NON-INFRINGEMENT; OR (D) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IF YOU ARE ACTING AS A CONSUMER, SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING MAY NOT APPLY TO YOU.
6.2. SAGE SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES CAUSED BY THE OPERATION OF THE PROGRAM ON OTHER THAN THE COMPUTER AND OPERATING SYSTEM IDENTIFIED IN THE DOCUMENTATION, ACTS OF ABUSE OR MISUSE BY YOU OR MODIFICATIONS OR UNAUTHORIZED REPAIRS. SAGE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THE INTERRUPTION OR LOSS OF USE OF THE PROGRAM OR ANY OTHER ITEMS OR SERVICES PROVIDED BY SAGE.
6.3. Any Sage Solution Provider or Certified Consultant or any reseller, installer or consultant is not affiliated with Sage in any capacity other than as a reseller, installer or consultant of 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 Sage Solution Provider or Certified Consultant or any reseller, installer or consultant and You are encouraged to independently investigate their skills and qualifications.
7. DISCLAIMER REGARDING SAGE CONNECTED SERVICES AND SAGE ADD-ON PRODUCTS AND SERVICES.
Optional products and services including, but not limited to, Sage 50 Online Backup, Sage 50 Direct Deposit, Sage 50 Online Bill Pay, Sage Payment Solutions, Sage 50 Payroll Solutions, Sage 50 Intelligence Reporting, Sage E-marketing, Online Bank Reconciliation, UPS® Shipping Interface, Crystal Reports® 2008, Sage ACT! Link for Sage 50, Sage Fixed Assets – Lite Depreciation for Sage 50, Sage 50 Remote Access, and TAL Pro for Sage 50 (collectively, the "Add-On Products and Services") are available to You through the Program and may require a credit card, a valid email address, approval by a third party, internet access, and/or additional fees, and may also require You to accept a separate license agreement or abide by terms and conditions for use. Under no circumstances shall Sage, or its subsidiaries or affiliates, be responsible or liable in any way for the Add-On Products and Services offered by third-party vendors. Matters relating to credit transactions, such as chargebacks of credit card charges, are the responsibility of the institution that handles your account.
Sage requires that if You use the Add-On Products and Services, You be licensed on a supported version of both the Program and any Add-On Products and Services. If You are not on a supported version, as set forth in the Sage 50 Obsolescence Policy located on the Sage 50 website at www.sage50accounting.com/supportTraining/policyGuidelines/obsPolicy/, You must license an upgrade to the latest version.
Pre-printed checks and forms are not included with this Program. Pre-printed forms may be ordered from Sage Checks and Forms or purchased from a local supplier.
8. DISCLAIMER REGARDING LINKS TO EXTERNAL SITES.
The Program includes links to other websites on the Internet that are owned and operated by third parties not under the control of Sage. Sage provides the links for your convenience only and does not provide a warranty of any type regarding the actions of such third parties or the security of information sent to such third parties while You are using their websites. Under no circumstances shall Sage, or its subsidiaries or affiliates, be responsible or liable in any way for the availability of services or products offered, or the content located on or through, any such third party's website.
9. DISCLAIMER REGARDING PERVASIVE DATA COLLECTION.
The database in the Program is provided by Pervasive Software, Inc. (“Pervasive”). As part of their effort to ensure activation of valid software licenses, Pervasive will collect software and system information, including but not limited to, information about your hardware, network, and operating system to uniquely associate the computer with your Pervasive licenses. Data is also collected during uninstalls, product updates and any license management. No personal identity information is collected.
10. EXPORT RESTRICTIONS.
You shall abide by all domestic and foreign federal, state, and local laws, ordinances, rules, and regulations applicable to the transactions contemplated hereunder. You shall comply with all applicable export control laws, restrictions, and regulations in effect from time to time in the jurisdiction in which You are resident or in which the Program is used, including without limitation and to the extent applicable the United States Export Administration regulations, the International Traffic in Arms regulations and any regulations or licenses administered by the Department of the Treasury's Office of Foreign Assets Control. You represent and warrant that You are not located in, under the control of, or a national or resident of, any restricted country or of any designated entity or person.
11.1. Sage disclaims any responsibility to provide any customer support except as may be agreed under a separate agreement to render support services or in conjunction with a Sage promotional offering or a bundled product offered by Sage. If You are a first-time Sage 50 customer your Program comes with Sage Business Care, which must be activated with a valid credit card number prior to use. If You are an existing Sage 50 customer, unless You have licensed the Program with Sage Business Care, upon registration of the Program, You will receive one (1) free Customer Support call provided the Program is registered within thirty (30) days of your payment of the license fee, as evidenced by your receipt. All other support requires purchase of a support option, as outlined in any special offers that Sage may from time to time send You, or on the Sage 50 website at www.sage50accounting.com. Sage does not provide technical support for trial, educational, or student versions of the Program.
11.2. Sage Business Care. All Sage Business Care plans include twelve (12) months, from the date of activation, of unlimited access to customer support, unlimited access to email support, online access to HR information and forms, access to Sage 50 Intelligence Reporting, and all updates and upgrades released during the term of your Sage Business Care subscription period. Customer Support Analysts reserve the right to limit calls to one hour or one incident. Other Sage Business Care plans may include, in addition to the support outlined above, Sage 50 Simple Payroll or Sage 50 Select Payroll. All Sage Business Care plans are for a term of twelve (12) months and automatically renew on the anniversary of your activation date (your "Renewal Date"). You will be notified when your Renewal Date is approaching and then on your Renewal Date, the credit card that Sage has on file for You will be billed in the amount of the then-current renewal fee. You may cancel the automatic renewal of your Sage Business Care plan with at least seven (7) days notice prior to your Renewal Date. Should You decide to cancel your plan, You will continue to receive maintenance updates to the Program as long as the Program is supported by Sage but will not be able to access support or receive any upgrades to the Program without the payment of additional fees.
11.3. You must have a valid license for a supported version of the Program in order to be eligible to receive Customer Support. If You are not on a supported version, as set forth in the Sage 50 Obsolescence Policy located on the Sage 50 website at http://www.sage50accounting.com/supportTraining/policyGuidelines/obsPolicy/ You must license an upgrade to the latest version.
12. TERMINATION OF SUPPORT AND OTHER SERVICES.
Software has a limited useful life for various reasons including changes in technology. You are free to decide and responsible for deciding when to upgrade the Program. Sage reserves the right to terminate Customer Support and all other services (including but not limited to any connectivity to any Add-On Products and Services) applicable to the Program in the event that the Program has become inoperable or incompatible with current operating systems, hardware, Add-On Products and Services or other technologies or as otherwise set forth in the Sage 50 Obsolescence Policy located on the Sage 50 website at http://www.sage50accounting.com/supportTraining/policyGuidelines/obsPolicy/. To obtain up-to-date information regarding which products, releases and related services are currently supported, visit the Sage 50 Obsolescence Policy or contact a customer service representative. If you are not operating a supported release or service, it may be necessary to license an upgrade or replacement product or service in order to continue to receive Customer Support and/or other updates. Any updates licensed by You are considered part of the Program and subject to the terms and conditions of this Agreement, except to the extent a separate license agreement is provided in connection with such update. Any replacement products or upgrades will be governed by a separate agreement.
13. TAX UPDATES.
13.1. All access to any payroll functionality requires a Sage Business Care plan with either the Sage 50 Simple Payroll or Sage 50 Select Payroll plan.
13.2. The Program does not include payroll tax tables. In order for the Program to automatically calculate payroll taxes, You must subscribe to Sage Business Care with either the Sage 50 Simple Payroll or Sage 50 Select Payroll plan to receive the federal, state and key local tax rates. Compliant regulatory payroll tax forms require a subscription to Sage Business Care with either the Sage 50 Simple Payroll or Sage 50 Select Payroll plan to receive tax law updates and regularly updated forms. Sage does not provide payroll tax updates for releases of the Program that are not supported in accordance with the Sage 50 Obsolescence Policy and therefore, You may be required to license an upgrade product in order to continue to subscribe to Sage Business Care with either the Sage 50 Simple Payroll or Sage 50 Select Payroll plan.
13.3. Payroll features may only be used by the Named User or the legal entity of the Named User. When processing payroll using the Program, You may only process payroll for up to the number of employees for which You have acquired a license (the "Tier Limit"). The Program will not process payroll for those employees over the Tier Limit that you have acquired. Sage may verify compliance of the Tier Limit and restrict use of the Program if it determines that You have violated the terms of this Agreement.
13.4. The Program does not include sales tax rates.
13.5. Fixed assets tax laws change from time to time. Updates about these changes are not included unless You purchase a Sage 50 Fixed Assets Tax Service subscription. Use of Sage 50 Fixed Assets or Sage Fixed Assets – Lite Depreciation for Sage 50 without a Sage 50 Fixed Assets Tax Service subscription may result in regulatory non-compliance. Sage 50 Fixed Assets is included only with the Sage 50 Complete Accounting, Sage 50 Premium Accounting, and Sage 50 Quantum Accounting products.
14. OWNERSHIP RIGHTS.
14.1. The Program is protected by United States, Canadian, and international copyright laws and other intellectual property laws, and international treaty provisions. Sage and its third party licensors, if any, retain all title to and, except as expressly and unambiguously licensed herein, all rights and interest in: (a) the Program, including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related Documentation; (b) the Sage trademarks, service marks, trade names, icons and logos; and (c) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the foregoing. You acknowledge that your possession, installation, or use of the Program does not transfer to You any ownership, title, or registrable interest of any kind to the intellectual property in the Program, and that You will not acquire any rights to the Program except as expressly set forth in this Agreement. You agree that all backup, archival, or any other type of copies of the Program will contain the same proprietary notices that appear on and in the Program.
14.2. Should You decide to submit any materials to Sage via electronic mail, through or to Sage website(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, survey responses, suggestions or the like, You agree that such submissions are unrestricted and shall be deemed non-confidential upon submission. You grant to Sage and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any attribution or compensation to You or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties, and You agree, represent and warrant that all moral rights in the submissions are waived in favor of Sage and its successors, assigns and licensees.
15. RECOMMENDED ENVIRONMENT.
This Program has been designed to work optimally in the environment documented within the Documentation. Any defects, inconsistencies, or issues arising out of operating outside the parameters set forth therein may not be supported by Sage and may require You to pay additional maintenance/upgrade costs to Sage to rectify.
16. PRODUCT ENHANCEMENT PROGRAM.
If you are a new customer or an upgrading customer who has not previously opted out of participating in our Product Enhancement Program (“PEP”) You may automatically be enrolled in PEP when you install this Program. Through PEP Sage collects information on your hardware and how You use our software and its in-product Help and services. This information will help us identify trends and usage patterns to improve the quality of the products and services we offer. Sage will not collect any of your Sage 50 data or any personally identifiable information through PEP. Your participation in this program is voluntarily - you may opt-out of PEP at any time by going to the Services menu in the Program.
If you are an upgrading customer who has previously opted out of participating in PEP, then you will continue to be opted out when you install this Program. You may opt-in at any time by going to the Services menu in the Program.
17. HIGH RISK ACTIVITIES.
The Program is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Program could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). Sage expressly disclaims any express or implied warranty of fitness for High Risk Activities.
18. LIMITATION OF LIABILITY.
BECAUSE SOFTWARE IS INHERENTLY COMPLEX AND MAY NOT BE FREE FROM ERRORS, YOU ARE ADVISED TO VERIFY THE WORK PRODUCED BY THE PROGRAM. TO THE FULLEST EXTENT PERMITTED BY LAW, SAGE'S LIABILITY TO YOU FOR ANY DAMAGES OR LOSSES ARISING HEREUNDER, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AND NOT EXCEED THE GREATER OF THE AMOUNT OF LICENSE AND SUPPORT FEES PAID BY YOU TO SAGE, OR SAGE’S SUGGESTED LIST PRICE FOR USE OF THE PROGRAM. TO THE FULLEST EXTENT PERMITTED BY LAW, SAGE SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF TIME, LOSS OF ANTICIPATED PROFITS, REVENUE OR DATA, OR COSTS INCURRED IN CONNECTION WITH OBTAINING SUBSTITUTE SOFTWARE, EVEN IF SAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Sage will have no responsibility for the Program if any portion of the Program has been modified, lost, stolen or damaged by accident, abuse or misapplication.
You acknowledge and agree that this Agreement fairly allocates risk between You and Sage as authorized by applicable law, and the pricing of Sage’s products reflects this allocation of risk and the exclusions and limitations of liability contained in this Agreement.
19. MONITORING/PERSONAL INFORMATION
The Program may contain technologies that monitor, record, and report to Sage information regarding the installation and use of the Program, including but not limited to information concerning the Client Device with which the Program is associated; the frequency, type, and manner of use to which the Program is put; and the data inputted to or through the Program by You or on your behalf, such as company data, payroll data, check data, and other transaction-identifying information (collectively, the "Transaction Data"). Sage collects and uses the Transaction Data to support, maintain, and improve the Program, and to enforce Sage's rights under this Agreement. To the extent any of the Transaction Data is personal information within the meaning of applicable law, You hereby: (a) consent to Sage's collection, use and disclosure of such Transaction Data for these purposes; and (b) represent and warrant that You have obtained the consent of any individual to whom such Transaction Data relates to Sage's collection, use and disclosure of such Transaction Data for these purposes, or that the consent of any such individuals is not required to be obtained under applicable law.
20. U.S. GOVERNMENT RESTRICTED RIGHTS.
If the Program is to be provided under a U.S. Government contract, the U.S. government's right to use, modify, reproduce, release or disclose the Program is subject to restrictions set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs(c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52-227-19, as applicable. The contractor/manufacturer is Sage Software, Inc., 1715 North Brown Road, Lawrenceville, GA 30043.
21. TERM AND TERMINATION.
21.1. This Agreement shall commence on the date You install the Program and shall continue until the earlier of: (a) the date it is terminated in accordance with the terms herein; (b) your acceptance of a superseding license agreement; or (c) the expiration of the trial or educational period, if applicable.
21.2. This license, and all of Sage's obligations hereunder, automatically terminate if You fail to comply with any provision of this Agreement. Upon the termination or expiration of this Agreement for any reason whatsoever: (a) the license granted hereunder shall immediately cease; and (b) You shall immediately stop using the Program in any way and, within ten (10) days after the effective date of expiration or termination, deliver to Sage, or certify that You have destroyed, all copies of the Program.
21.3. If the Program is an NFR Version or Educational Version, this Agreement is effective unless and until You or Sage terminates the Agreement in accordance with the provisions of this Agreement or the provisions of your Other Sage Agreements or upon the earlier termination or expiration of your Other Sage Agreements.
22.1. As a user of the Program, You assume the responsibility for the selection of the Program as being appropriate for your purposes. You understand and agree that: (a) You are solely responsible for the content and accuracy of all reports and documents prepared with the Program; (b) using the Program does not relieve You of any professional obligation concerning the preparation and review of such reports and documents; (c) You do not rely upon Sage or the Program for any advice or guidance regarding the appropriate tax treatment of items reflected on such reports or documents; (d) You will review any calculations made by using the Program and satisfy yourself that those calculations are correct; and (e) Sage's support service is designed to offer technical support for issues regarding the features and functionality of this Program in the recommended operating environments only.
22.2. To the fullest extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of this Agreement is English and any translation you have received has been provided solely for your convenience. In the event You have entered into this Agreement by means of the display of a translated version of this Agreement in a language other than U.S. English, you may request a U.S. English language version of this Agreement by notice to Sage. To the fullest extent permitted by law, all correspondence and communication between You and Sage under this Agreement must be in English language. The exclusive judicial forum for any action brought to enforce this Agreement shall be an appropriate federal or state court located in Georgia without regard to the conflict of laws provisions thereof.
22.3. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall be valid and enforceable according to its terms.