ELROMCO USER AGREEMENT

Obligation of Licensee

• Licensee will not alter or permit alteration of program without written consent of developer.
• Licensee shall not refuse any reasonable cooperation required by developer/licensor in order to service and maintain the program. For service and update for MoveBoard an internet connection is required at customer location.
• Licensee shall not refuse permission to developer/licensor for necessary installation of software and updates.
• Licensee shall provide adequate electrical supply to all equipment supporting program as specified in Hardware requirements.
• Licensee shall properly maintain the computer hardware as necessary to support the program.
• NOT FOR RESALE SOFTWARE. Product identified as “Not for Resale” or “NFR,” may not be resold, transferred or used for any purpose.
• The Product is protected by copyright and other intellectual property laws and treaties. Licensor Elromco, Inc. or its suppliers own the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.
• Licensor Elromco, Inc. will place their logo and a link (POWERED BY ) in the bottom on the calculator form on your website. And if your website was built by Elromco, Inc. the same logo and link will place on the footer on the website in every page.
• This agreement shall be governed by the law of Massachusetts. And any causes of action may only be brought into the state of Massachusetts.
• This agreement constitutes the complete and only statement of the agreement between the parties which may be altered

PREAMBLE

This Software License Agreement accompanies an Agreement that has been executed by the parties. All statements of fact contained in this Software License Agreement are subject to the terms and conditions set forth in such Agreement. The terms and conditions set forth in the Agreement control in the event of any inconsistency between such terms and conditions and the matters set forth in this Software License Agreement.

RECITALS

WHEREAS, Licensor owns certain software identified herein,

WHEREAS, Licensor desires to convey, and Licensee desires to receive, certain limited rights in said software pursuant to the terms and conditions contained in this Agreement.

NOW THEREFORE, Licensor and Licensee agree as follows:

1. Definitions

• “Software” means the computer programs and documentation described in a Custom Software Development Agreement that has been executed by the parties and is attached to this Agreement, as well as any archival copies of such computer programs and documentation permitted by this Agreement.
• “Install” means placing the Software on a computer’s hard disk, on the web, CD-ROM or other secondary storage device.
• “Use” means (i) executing or loading the Software into computer RAM or other primary memory, or (ii) copying the Software for archival or emergency restart purposes.

2. Grant of License

• Licensor grants to Licensee a non-exclusive license to install and use the Software (the “License”). Licensee may make one (1) archival copy of the Software per authorized user in non-printed, machine readable form, in whole or in part, provided that such copy is for Licensee’s own use and that no more than that single copy is in use at any time. Licensee will make no other copies of the Software except as authorized herein. Title to the Software will remain vested in Licensor, and nothing in this Agreement will give or convey any right, title or interest therein to Licensee except as a licensee under the terms of this Agreement.

3. Term and Termination

• The License commences as of the Effective Date of this Agreement, and remains in force until Licensee stops using the Software or until Licensor terminates this License pursuant to the terms herein. Upon termination of this agreement, Licensee will (i) return all copies of the Software to Licensor without demand or notice, or (ii) permanently delete or destroy all copies of the Software in its possession and submit to Licensor a sworn affidavit signed by Licensee attesting to such destruction.
• Except as set forth in the provisions of this Agreement that provide for automatic termination in the event of breach of confidentiality or unauthorized transfer, if Licensee breaches any other provision of this Agreement, Licensor may terminate this Agreement, provided, however, that Licensor has given Licensee at least fourteen (14) days written notice of and the opportunity to cure the breach. Termination for breach shall not alter or affect Licensor’s right to exercise any other remedies for breach.

4. Limitations on Use

• Licensee agrees that it will use the Software only in its own business, and not directly or indirectly for the use or benefit of anyone other than Licensee, and only pursuant to the scope of the grant of the License set forth herein.
• Licensee will not decode, alter, decompile, reverse engineer, perform reverse analysis on or disassemble the Software.

5. Limitations on Transfer

• This License is personal to Licensee and may not be conveyed in any way without the prior written consent of Licensor. Any purported sale, assignment, transfer or sublicense without such consent will be null and void ab initio, and will automatically terminate this Agreement.

6. Confidentiality​

• Licensee agrees to observe complete confidentiality with respect to the Software, and will not copy, reproduce, publicize or otherwise disseminate it to third parties. Any breach of confidentiality by Licensee will automatically terminate this Agreement. Licensee agrees that Licensor’s remedies at law for breach of confidentiality are inadequate and that Licensor will be entitled to equitable relief, including without limitation, injunctive relief, specific performance and/or other remedies in addition to remedies provided at law.​
• Licensee will own all customer data, including but not limited to, customer name, phone number, email, etc. and will have the authority to download all data as needed. Licensor will act with best practices and principles to secure all data and routinely update security to ensure to the highest industry standard data security. Licensor agrees that it will not disclose to any person any information concerning the nature, kind, quantity, destination, consignor or consignee, of any transportation shipment that Licensee handles, nor any warehouse, receiving, shipping, accessorial or installation work that Licensee performs.

7. Licensee’s Obligation to Notify of Infringement

• Licensee will immediately notify Licensor of any infringement or attempted infringement of Licensor’s rights in the Software of which it becomes aware. Licensee will affirmatively cooperate with Licensor in any legal or equitable action that Licensor may undertake to protect any of its rights in connection with the Software.

8. Warranty of Title

• Licensor warrants that it is the lawful owner of the Software and/or that it has the authority to grant the License specified herein.

9. Limitation of Liability, Indemnification

• Neither party will be liable to the other for special, indirect or consequential damages incurred or suffered by the other arising as a result of or related to the use of the Software, whether in contract, tort or otherwise, even if the other has been advised of the possibility of such loss or damages. Licensor’s total liability under this Agreement with respect to the Software, regardless of cause or theory of recovery, will not exceed the total amount of fees paid by Licensee under this agreement.​
• Licensee will indemnify and hold Licensor harmless against any claims incurred by Licensor arising out of or in conjunction with Licensee’s use of the Software, as well as all reasonable costs, expenses and attorneys’ fees incurred therein.

10. Maintenance

• Full software maintenance is included under the terms of this Agreement

11. Arbitration

• Any dispute arising under this Agreement will be subject to binding arbitration by a single Arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The parties agree that this Agreement will be governed by and construed and interpreted in accordance with the laws of the State of Massachusetts. The arbitration will be held in Massachusetts. The Arbitrator will have the authority to grant injunctive relief and specific performance to enforce the terms of this Agreement. Judgment on any award rendered by the Arbitrator may be entered in any Court of competent jurisdiction.

12. Severability​

• If any term of this Agreement is found to be unenforceable or contrary to law, it will be modified to the least extent necessary to make it enforceable, and the remaining portions of this Agreement will remain in full force and effect.

13. Force Majeure​

• Neither party will be held responsible for any delay or failure in performance of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party’s reasonable control.
• 14. No WaiverThe waiver by any party of any breach of covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing, and signed by the party waiving its rights. This Agreement may be modified only by a written instrument executed by authorized representatives of the parties hereto.

15. Entire Agreement

• This Agreement, together with any attachments referred to herein, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

TERMINATION OF SERVICE

In order to cancel your Moveboard services with Elromco, you must notify us in writing at info@elromco.com no less than 5 days before your next billing date. For example, if you are billed monthly on the 20th , we must be notified no later than the 15th.

Written notification must be submitted to the following Designated Agent:

Service Provider(s): Elromco, Inc.

Name Designated to Receive Notification of Claimed Infringement: Legal Department

Full Address of Designated Agent to Which Notification Should be Sent: 500 Turnpike Street, Canton, MA 02021

Telephone Number of Designated Agent: 617.313.0200

Email Address of Designated Agent: info@elromco.com