SAMS

NJBSOFT END USERS LICENSE AGREEMENT

Revised 10/19/18

This End Users License Agreement (the “Agreement”) is between you (the user) and

NJBSoft, LLC, an Arizona limited liability company (“NJBSoft”). The product described in Section

1 is offered to you conditioned on your acceptance of the terms and conditions contained in this

Agreement. You will be requested at the end of this Agreement to indicate your acceptance of

these terms and conditions. By signing below, you will have accepted and agreed to be bound

by these terms and conditions. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS

OF THIS AGREEMENT, YOU MUST IMMEDIATELY LOG OFF NJBSOFT’S WEBSITE AND

IMMEDIATELY RETURN ALL RELATED DOCUMENTATION WHICH YOU POSSESS TO

NJBSOFT.

1. Grant of License.

1.1 NJBSoft hereby grants to you a nonexclusive, personal right to use the NJBSoft

Planning Software (the “Software”) and associated reports and documentation (the

“Documentation”) (collectively, the Software and the Documentation are the “Product”) in

electronic format retrieved over the Internet from NJBSoft’s website with a username and

password provided by NJBSoft (“Credentials”). Your license is subject to the terms and conditions

of this Agreement and subject to timely payment of the License Fees and other charges described

below.

1.2 You shall only use the Product for your internal business purposes and subject to

the restrictions described herein. You may make copies of and modify the Documentation for

your internal business purposes, but not for resale.

 

2. Restrictions

 Except as specifically permitted herein, you may not: network, rent, loan,

sub-license or lease the Product to others; or reverse engineer, reverse translate, decompile,

disassemble or in any manner decode the Product, except as otherwise permitted by law. You

further agree not to post or transmit any file or email which contains viruses, worms, Trojan horses

or any other damaging or destructive elements. You may not share, “lend” or allow any other

person to use your Credentials, except as authorized in writing by NJBSoft.

 

3. Term

 The term of this Agreement is effective until terminated, as provided herein.

 

4. Termination

The provisions of Sections 2, 5, 7, 9-11 and 13 of this Agreement shall

survive termination of this Agreement.

 

5. Proprietary Rights and Confidentiality

The Product is solely owned by NJBSoft and is

protected by copyright laws. You will keep the Product confidential and will not disclose or

publish it, or any part of it, to parties other than your employees or to third parties with which

you are utilizing the Documentation or as legally required, except as specifically provided herein.

 

6. Updates

No Extension of Capabilities. NJBSoft may provide you with updates to the

Product. You may not develop your own applications that interoperate or integrate with the

Software. NJBSoft prices its Software, among other factors, based on capabilities that NJB expose

to you. You may not extend the Software to enable or unlock capabilities of the Software not

specifically identified by NJBSoft as forming part of the specified end user functionality.

 

7. Utilization of Data

You agree that NJBSoft is permitted to access and use the statistical

information generated and stored by the Software for the purposes of analyzing and compiling

industry information and trends, provided that NJBSoft maintains the confidentiality of the source

of such information and does not disclose your identity in any reports or analysis distributed to

third parties and such use does not unreasonably interrupt your use of the Software.

 

8. High Risk Activities

The Software is not fault tolerant and is not designed, manufactured,

or intended for use or resale as control equipment in hazardous environments requiring fail-safe

performance, such as in the operation of nuclear facilities, aircraft navigation or communication

systems, air traffic control, direct life support machines, or weapons systems, in which the failure

of the Software could lead directly to death, personal injury, or severe physical or environmental

damage (“High Risk Activities”). Accordingly, NJBSoft and its Suppliers specifically disclaim any

express or implied warranty of fitness for High Risk Activities.

 

9. Warranties

9.1 THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY

KIND. NJBSOFT FURTHER DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT

LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, AND NONINFRINGEMENT. NJBSOFT MAKES NO

REPRESENTATIONS ABOUT THE SUITABILITY OR THE ACCURACY OF THE INFORMATION

CONTAINED IN THE PRODUCTS AND OTHER INFORMATION PROVIDED TO YOU BY

NJBSOFT. THE INFORMATION PROVIDED BY NJBSOFT COULD INCLUDE TECHNICAL OR

OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS.

9.2 You warrant that all individuals having access to the Product will observe and

perform all the terms and conditions of this Agreement. You shall, at your own expense, promptly

enforce the restrictions in this Agreement against any person who gains access to the Product in

violation of the terms of the Agreement. You shall immediately notify NJBSoft in writing of any

misuse, misappropriation or unauthorized disclosure, display or copying of the Product that may

come to your attention.

 

10. Limitation of Liability

YOU USE THE SOFTWARE AND THE SERVICES AT YOUR OWN

RISK. NJBSOFT WILL NOT BE LIABLE FOR ANY LOSS IN CONNECTION TO THE USE OF, OR

INABILITY TO USE THE SOFTWARE AND THE SERVICES, INCLUDING ANY LOSS TO YOUR

DATA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT

LIMITING THE PREVIOUS SENTENCE, NJBSOFT WILL NOT BE LIABLE FOR ANY INDIRECT,

CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES

WHATSOEVER IN CONNECTION WITH THE SOFTWARE OR THE SERVICES, INCLUDING

DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL OR DATA. NO CLAIM,

REGARDLESS OF FORM, MAY BE MADE OR ACTION BROUGHT BY EITHER PARTY MORE

THAN ONE YEAR AFTER THE BASIS FOR THE CLAIM BECOMES KNOWN TO THE PARTY

ASSERTING IT. IF, DESPITE THE ABOVE LIMITATIONS, NJBSOFT BECOMES LIABLE TO YOU

IN RESPECT OF THE SOFTWARE AND THE SERVICES OR A COMBINATION OF THE

FOREGOING, THAT LIABILITY WILL BE LIMITED TO THE FEES YOU PAID TO NJBSOFT FOR

YOUR USE OF THE SOFTWARE IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO

THE LIABILITY

 

11. Injunctive Relief

Because of the unique nature of the Product, you understand and agree

that NJBSoft will suffer irreparable injury in the event you fail to comply with any of the terms of

this Agreement and that monetary damages may be inadequate to compensate NJBSoft for such

breach. Accordingly, you agree that NJBSoft will, in addition to any other remedies available to

it at law or in equity, be entitled to injunctive relief, without posting a bond, to enforce the terms

of this Agreement.

 

12. Change of Terms

We may revise this Agreement at any time, and therefore we suggest

that you check this Agreement from time to time. We may notify you of any changes at the e-mail

address associated with your account and you agree to accept email communications, links to

and/or our posting of any revised Agreement on our website, and you agree that any of these

means of our communicating a change in the Agreement constitutes adequate notice to you. Your

continued access or use of the Product indicates your agreement to be bound by any such

revisions.

 

13. Miscellaneous

You shall also pay all taxes and other governmental charges, however

characterized (except based on NJBSoft’s income), in connection with your licensing of the

Product. NJBSoft shall be neither in default nor liable for any failure in performance or loss or

damage under this Agreement due to any cause beyond its control. If requested by NJBSoft at

any time, you will certify under oath that you have fully and faithfully observed all of the terms

and conditions of this Agreement. At reasonable times, NJBSoft may inspect your premises and

equipment to verify that all of the terms and conditions of this Agreement are being observed.

This Agreement shall inure to the benefit of NJBSoft and its successors, administrators, heirs and

assigns. If any litigation is brought to enforce, or arises out of, the Agreement or any term, clause,

or provision hereof, the prevailing party shall be awarded its reasonable attorney’s fees together

with expenses and costs incurred with such litigation, including without limitation necessary fees,

costs, and expenses for services rendered, as well as subsequent to judgment in obtaining

execution thereof.

 

14. Acknowledgment of Understanding

Entire Agreement. You acknowledge that you have

read this Agreement, understand it and agree to be bound by its terms and conditions. You also

agree that this Agreement is the complete and exclusive statement of the agreement between

NJBSoft and you and supersedes all proposals, representations or prior agreements, oral or written,

and any other communications between NJBSoft and you relating to the subject matter of this

Agreement.

 

15. Governing Law and Venue

This Agreement shall be governed by the laws of the State of

Arizona, but not including the 1980 United Nations Convention on Contracts for International

Sale of Goods. You agree to the exclusive venue for any action under this Agreement shall be

any state or federal court in Maricopa County, Arizona. You consent to the personal jurisdiction

of the courts of such venue.