Conditions of use

2010 Software License Agreement for TMO - Totally Mobile Office® Software and Subscription Services

Thank you for selecting the software offered by Reliable Working Solutions, LLC, hereafter referred to as RWS ("Reliable Working Solutions," "we," "our" or "us"). This software license agreement together with RWS's Privacy Statement provided to you on the website or documentation for the Totally Mobile Office software you have selected and the Additional Terms and Conditions for the Services (collectively, the "Agreement") is a legal agreement between you ("you," "your," "licensee"), and RWS. It gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to as more fully described below (collectively, the "Software"). By clicking I AGREE, and/or accessing or using the Software, you indicate that you have read and understood and agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not granted any rights whatsoever in the Software, and you will not be able to access or use the Software. Your access to or use of the Software may also be subject to your acceptance of separate agreements with RWS and / or third parties. This Agreement incorporates by reference applicable program, subscription, activation, ordering and pricing terms provided to you online or offline for the Software selected by you and for other RWS products made available to you through this Software, which may be subject to change from time to time. These terms will also govern your continued purchase and use of the Software, including such additional RWS internet based products made available to you through the Software you have selected.

1. LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of any applicable fees, RWS grants you a personal, limited, non-exclusive, non-transferable license, during the initial term and any renewal term or other period of use provided in the activation and ordering terms for the Software, to access and use the Software solely for the purpose described in the RWS description for the Software and solely by such number of authorized computers for which the applicable fee has been paid by you. Each license authorizes one (1) user; in no event shall the software be installed or used on a terminal server or a hosted desktop environment where multiple users to access the software.

In addition to the Software provided herein, the term Software includes any other programs, tools, components and any updates (for example, documentation, help content, bug fixes, or other information and releases) of the Software that RWS provides or makes available to you.

Except as expressly allowed herein or by applicable law, you are not licensed or permitted under this Agreement to do any of the following and must not allow any third party to do any of the following: (i) access or attempt to access any other RWS systems, programs or data that are not made available for public use; (ii) copy, reproduce, republish, upload, post, transmit, license, sublicense, modify or create derivative works based on the Software in whole or in part, resell or distribute in any way the Software; (iii) permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing, service bureau, or other arrangement; iv) transfer any of the rights granted to you under this Agreement; (v) work around any technical limitations in the Software, use any tool to enable features or functionalities that are otherwise disabled in the Software, or decompile, disassemble, or otherwise reverse engineer the Software except as otherwise permitted by applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Software, prevent access to or the use of the Software by RWS’s other licensees or customers, or impose an unreasonable or disproportionately large load on RWS’s infrastructure.

2. TRIAL VERSIONS. If you are registered for a trial use of the Software, in connection with the foregoing license grant, you may use a copy of the trial version of the Software only for the amount of time specified in the Software or in the materials accompanying the Software; and in accordance with the license grant above in Section 2, for a single user license. BY YOUR USE OF THE TRIAL VERSION OF THE SOFTWARE YOU UNDERSTAND AND AGREE THAT AFTER THE APPROXIMATE AMOUNT OF TIME SPECIFIED IN THE SOFTWARE OR IN THE MATERIALS ACCOMPANYING THE SOFTWARE, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SOFTWARE OR ANY DATA YOU HAVE ENTERED INTO SUCH SOFTWARE UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SOFTWARE.

3. Fees. If the Software is purchased by you on a payment or subscription basis, as selected by you, the following terms will apply to you. Payments are paid in U.S. dollars and credit cards will be charged in U.S. dollars unless otherwise indicated in additional product ordering and pricing terms provided to you for the Software you have selected. The Software will be deemed accepted by you upon acceptance of this Agreement for trial versions (if applicable) of the Software and upon acceptance of this Agreement and payment of the applicable fees and/or subscription fees for paid for versions of the Software. Access to the Software will begin (i) for trial versions after your acceptance of this Agreement and after RWS receives and processes all the information requested in the registration process; and (ii) for paid versions after your acceptance of this Agreement and after RWS receives and processes all the information, including the credit card or bank account information requested by the registration or ordering process. You must have a valid credit card or a valid debit card acceptable to RWS with an appropriate logo ("Card") or sufficient funds in a checking or savings account to cover an electronic debit of the fees to obtain access to the Software. The payment information you provide must be accurate, current and complete, and you agree to notify us promptly of any change in the payment information. When you subscribe and provide payment information, your Card or bank account will be debited, and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term ("Renewal Term") at the then-current subscription rate to maintain access to the Software. Cancellation and renewal terms may be supplemented by program terms provided to you in writing or on the website for the Software you have selected.

4. RESERVATION OF RIGHTS AND OWNERSHIP. The Software is licensed not sold, and RWS reserves all rights not expressly granted to you in this Agreement. The Software is protected by copyright, trade secret and other intellectual property laws. RWS and its licensors own the title, copyright, and other worldwide intellectual property rights in the Software and all copies of the Software. This Agreement does not grant you any rights to trademarks or service marks of RWS. This Agreement does not limit any rights that RWS may have under trade secret, copyright, patent or other laws.

5. REGISTRATION. Your registration information to use the Software must be (i) accurate, current and complete as prompted in the sign-up process (the "Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or RWS has reasonable grounds to suspect is inaccurate, not current or incomplete, RWS may, in its sole discretion, suspend or terminate your account and refuse any and all current or future access to and use of the Software (or any portion thereof).

6. PRIVACY For details about RWS 's privacy policies, please refer to the RWS Privacy Statement on the RWS website relating to the Software product you selected. You agree to be bound by the applicable RWS privacy policy, as it may be amended from time to time in accordance with its terms.

7. FEEDBACK. RWS may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its online products and services (Feedback). You agree that RWS may, in its sole discretion, use the Feedback you provide to RWS in any way, including in future modifications of the Software, multimedia works and/or advertising and promotional materials relating thereto. You hereby grant RWS a perpetual, worldwide, fully transferable, sub licensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, create derivative works from, distribute, display and otherwise exploit, any information you provide to RWS in the Feedback.

8. DISCLAIMER OF WARRANTIES. THE SOFTWARE AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RWS, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT AND SERVICE PROVIDERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, NON-INTERFERENCE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND SIMILAR LAWS OF ANY JURISDICTION. RWS AND ITS SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE, THIRD PARTY SERVICES OR ANY ONLINE SERVICES ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS. FURTHER, RWS DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE OR CONTENT OR DATA THROUGH THE SOFTWARE OR CONTINUED ACCESS TO THE TRIAL VERSION OF THE SOFTWARE OR TO THE DATA ENTERED INTO THE TRIAL VERSION OF THE SOFTWARE AFTER THE TRIAL PERIOD OF TIME IS OVER (IF APPLICABLE). SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.

THE SOFTWARE IS DESIGNED TO OPERATE AND PROVIDE INFORMATION WITH THE UNDERSTANDING THAT RWS AND ITS SUPPLIERS ARE NOT ENGAGED IN RENDERING LEGAL OR OTHER PROFESSIONAL SERVICE. IF LEGAL ADVICE OR OTHER EXPERT ASSISTANCE IS REQUIRED, THE SERVICE OF A COMPETENT PROFESSIONAL SHOULD BE SOUGHT. RWS EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS, OR WILL ASSIST WITH, GUARANTEE OR OTHERWISE ENSURE COMPLIANCE WITH ANY APPLICABLE LAWS OR REGULATIONS.

9. LIMITATION OF LIABILITY AND DAMAGES. IN NO EVENT WILL RWS BE LIABLE FOR ANY LOSS, COST, LIABILITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD PARTY SERVICES. THE ENTIRE CUMULATIVE LIABILITY OF RWS AND ITS AFFILIATES AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO RWS FOR THE SOFTWARE IN THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, UNLESS OTHERWISE SEPARATELY AGREED BY RWS IN WRITING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RWS, ITS AFFILIATES AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, USE OF THE SOFTWARE WITH HARDWARE OR OTHER SOFTWARE THAT DOES NOT MEET RWS'S SYSTEMS REQUIREMENTS OR THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF RWS, ITS AFFILIATES, ITS SUPPLIERS OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN RWS AND YOU. RWS WOULD NOT HAVE PROVIDED THIS SOFTWARE WITHOUT SUCH LIMITATIONS.

10. CONSENT TO CONDUCT BUSINESS ELECTRONICALLY (CONSENT).

(a) Consent to Electronic Communications. RWS may be required by law to send Communications to you that may pertain to the Software, the use of information you may submit to RWS, and the Third Party Services you may choose. Additionally, certain of the Third Party Services you choose may require Communications with the third parties who administer these programs. You agree that RWS, on behalf of itself, and others who administer such services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites, such as
www.reliableworkingsolutions.com, www.rws4u.com, etc. You consent to receive these Communications electronically. The term Communications means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Software and Third Party Services.

(b) Consenting to Do Business Electronically. The decision whether to do business electronically is yours, and you should consider whether you have the required hardware and software capabilities described below. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Software for as long as you remain a licensee of the Software.

(c) Hardware and Software Requirements. In order to access and retain an electronic record of Communications, you will need: a computer, a monitor, a connection to an Internet service provider, Internet browser software that supports 128-bit encryption, and an e-mail address. By selecting the "I AGREE" button, you are confirming to us that you have the means to access, and to print or download, Communications. We do not provide ISP services. You must have your own Internet service provider.

(d) Communications Choices. If you later decide that you do not wish to receive certain future Communications electronically, please review the Privacy statement provided on the on the Software website to review your communications choices.

11. AMENDMENT. Please review the Agreement periodically on the Software website provided to you for additional terms and changes. RWS has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Software, including but not limited to, terms, Internet based services, pricing, technical support options, and other product-related policies, at any time upon notice by any means RWS determines in its discretion to be reasonable, including posting information concerning such change on any RWS sponsored website. Your continued use of the Software after RWS's publication of any such changes shall constitute your acceptance of this Agreement as modified.

12. TERMINATION Your rights under this Agreement may be terminated or suspended by RWS immediately and without notice if you or any of your authorized users fail to comply with any term or condition of this Agreement or you no longer consent to receive Electronic Communications in accordance with Section 12. Upon termination you must immediately cease using the Software. Any termination of this Agreement shall not affect RWS's rights hereunder. If you choose to cancel your access to the Software or any part thereof, you must do so in accordance with the activation and ordering terms for the specific Software product you have selected.

13. THIRD PARTY SERVICES. In connection with your use of the Software, you may be made aware of services, products, offers and promotions provided by third parties, and not by RWS ("Third Party Services"). If you decide to use Third Party Services, you are responsible for reviewing and understanding the terms and conditions as well as any fees, if any, governing any Third Party Services. You authorize RWS to use and disclose your contact information, including name and address, for the purpose of making the Third Party Services you choose available to you. You agree that the third party, and not RWS, is responsible for the performance of the Third Party Services. The Software may contain or reference links to websites operated by third parties ("Third Party Websites"). These links are provided as a convenience only. RWS is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. RWS does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the Software is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by RWS of any data contained in, or any services made available through, any Third Party Website. In no event will RWS be responsible for the information contained in such Third Party Website or for Licensees use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies as well as fees that are different from those of RWS. RWS is not responsible for such provisions, and expressly disclaims any liability for use of such Third Party Services and Third Party Websites.

14. U.S. GOVERNMENT. The Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995), consisting of "commercial computer software" and "commercial computer software documentation.". All U.S. Government End Users acquire the RWS Software with only those rights set forth herein.

15. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to the U.S. export controls regulations administered by the U.S. Dept. of Commerce (15 CFR, Chapter VII) and that you will comply with all applicable laws and regulations. You will not export or re-export the Software, or portion thereof, directly or indirectly, in violation the U.S. export administration laws and regulations to any country or end user; or to any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this Software may include technical data subject to such U.S. export regulations.

16. MISCELLANEOUS This Agreement is the complete agreement between you and RWS and sets forth the entire liability of RWS, its affiliates and its Suppliers and your exclusive remedy with respect to the Software and its use. Any modification or waiver of the terms herein must be in a writing signed by an authorized representative of RWS and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement may not be assigned by you without the prior written approval of RWS, but may be assigned without your consent by RWS to (a) a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Software, in whole or in part, (c) a successor by merger. Any assignment in violation of this Section will be void. This Agreement will be governed by Florida law, without regard to its conflicts of law principles, and applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Seminole County, Florida or federal court for the District of Florida.


B. ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE, ADD-ON PRODUCTS AND RELATED SERVICES

Your use of the Software, Add-On Products and related Services provided by RWS are subject to the General Terms of Service above including these Additional Terms and Conditions which govern your use of the Software, Add-on Products and related Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms of Service above.

1. LICENSE GRANT AND RESTRICTIONS. Reliable Working Solutions, LLC. ("RWS ", "us", "we", "our") grants you ("you" and "your" means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement. (i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional portable computer (e.g., a laptop that you own and use in your business), so long as only the same specific person accesses and uses the Software. Each license authorizes one (1) user; in no event shall the software be installed or used on a terminal server or a hosted desktop environment where multiple users to access the software. If you purchased a valid license for the Software and received an Authentic RWS CDROM, such CDROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or portable computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.

(i) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of licenses you purchased;

You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CDROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software; and (d) copy the Software in whole or part or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to): (i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or (ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of RWS or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by RWS and may be subject to a transfer fee determined by RWS in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact RWS regarding transferring your license to the new company.

(ii) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.

In addition to the Totally Mobile Office software, the term "Software" includes any other programs, tools, applications, internet-based services, components and any "updates" (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that RWS provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that RWS generally makes available to other users of the Software.

2. ADDITIONAL TERMS.

A. Registration; Other Restrictions. The Software includes required registration, so you agree that you must register the Software with RWS within the amount of time specified by the Software, otherwise you will not be able to continue to use of the Software. You agree to keep your registration information accurate and complete and promptly update your registration data with us as necessary to keep it accurate, current and complete. We protect your registration information according to our privacy policies which can be found by clicking http://www.totallymobilecrm.com.


B. Software Updates and Programs . If and when you connect to the Internet and use the Software, RWS may also include updates in the transmission or install programs you may have requested.

C. Help and Support.

 

3. SATISFACTION GUARANTEED/LIMITED WARRANTY.

4. TERMINATION.

The RWS Software is subject to RWS's discontinuation policy and RWS reserves the right to discontinue all support for the RWS Software, and/or for any features, online or other services or content accessible through the RWS Software in accordance with its current discontinuation policy. The RWS Software offers services that require a connection to an RWS server (including Internet-based services), such as downloading.

5. Password Security. You will track your passwords and accept updates.

You are responsible for securely managing your password(s) for access to the Software. If you become aware of any unauthorized access to your Software account, theft or loss of your password, you agree to contact RWS as soon as possible. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Software.

 

(6). THIRD PARTY NOTICES. The Software contains Adobe® Flash® Player software by Adobe Systems Incorporated, Copyright © 1995-2009 Adobe Macromedia Software LLC. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated. Adobe software products are subject to the Adobe End User License Agreement found here: http://www.adobe.com/products/eulas/pdfs/Reader_Player_AIR_WWEULA-Combined-20080204_1313.pdf


Revised 8/8/2010