This copy of QUALIFYI Lead Generation Services (“the Software Product”) and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property.
QUALIFYI LLC or its subsidiaries, affiliates, and suppliers (collectively “QUALIFYI”) own intellectual property rights in the Software Product. The Licensee’s (“you” or “your”) license to download, use, copy, or change the Software Product is subject to these rights and to all the
terms and conditions of this End User License Agreement (“Agreement”).
Acceptance
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY
SELECTING THE “ACCEPT” OPTION AND DOWNLOADING THE SOFTWARE
PRODUCT OR BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT.
YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU
WILL BE ALLOWED TO DOWNLOAD THE SOFTWARE PRODUCT. IF YOU DO NOT
AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT
“DECLINE” AND YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE
PRODUCT.
License Grant
This Agreement entitles you to install and use one copy of the Software Product. In addition, you
may make one archival copy of the Software Product. The archival copy must be on a storage
medium other than a hard drive and may only be used for the reinstallation of the Software
Product. This Agreement does not permit the installation or use of multiple copies of the
Software Product, or the installation of the Software Product on more than one computer at any
given time, on a system that allows shared used of applications, on a multi-user network, or on
any configuration or system of computers that allows multiple users. Multiple copy use or
installation is only allowed if you obtain an appropriate licensing agreement for each user and
each copy of the Software Product.
For further information regarding multiple copy licensing of the Software Product, please contact:
Representative: Customer Support
E-mail Address: [email protected]
Restrictions on Transfer
Without first obtaining the express written consent of QUALIFYI, you may not assign your
rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease,
sublicense, or otherwise transfer your rights to the Software Product.
Restrictions on Use
You may not use, copy, or install the Software Product on any system with more than one computer, or permit the use, copying, or installation of the Software Product by more than one user or on more than one computer. If you hold multiple, validly licensed copies, you may not use, copy, or install the Software Product on any system with more than the number of computers permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license. You may not decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code for the Software Product. You may not use the database portion of the Software Product in connection with any software
other than the Software Product.
Restrictions on Alteration
You may not modify the Software Product or create any derivative work of the Software Product
or its accompanying documentation. Derivative works include but are not limited to translations.
You may not alter any files or libraries in any portion of the Software Product. You may not
reproduce the database portion or create any tables or reports relating to the database portion.
Restrictions on Copying
You may not copy any part of the Software Product except to the extent that licensed use
inherently demands the creation of a temporary copy stored in computer memory and not
permanently affixed on storage medium. You may make one archival copy which must be stored
on a medium other than a computer hard drive.
User Representations and Warranties
You represent and warrant that you have obtained all rights and permissions necessary to provide
QUALIFY with franchisor territory information demonstrating whether certain zip codes are, or
are not, available for sale (“Territory Data”). Such Territory Data is true and accurate at the time
submitted to QUALIFYI and you will submit updated Territory Data to QUALIFYI, in the form
and manner required by QUALIFYI, on a regular basis to ensure that the QUALIFYI database is
accurate and up to date.
Modifications to the Software Product
QUALIFYI may, either partially or in its entirety modify, adapt or change the Software Product,
or any of its features, user interface and design, the extent and availability of the content of the
Software Product and any other aspect related thereto, through updates and upgrades, provided
the QUALIFYI will not materially decrease the overall functionality of the Software Product
during the term of this Agreement. QUALIFYI will notify you at the same time and in the same
manner as QUALIFYI notifies its customers generally about substantial changes to the Software
Product.
Fees
In consideration for the right to use the Software Product, you will pay fees in the amount and in
accordance with the payment terms set forth on the www.qualifyi.com site. Such fees are not refundable. You assume all responsibilities and costs associated with your use of the Software Product, including without limitation, any required equipment and internet access fees.
Disclaimer of Warranties and Limitation of Liability
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY QUALIFYI,
QUALIFYI MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN
LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS
SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS
PROVIDED WITH THE SOFTWARE PRODUCT.
QUALIFYI makes no warranty that the Software Product will meet your requirements or operate
under your specific conditions of use. QUALIFYI makes no warranty that operation of the
Software Product will be secure, error free, or free from interruption. YOU MUST
DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR
REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE
RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE
OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. QUALIFYI WILL
NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS
OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.
UNDER NO CIRCUMSTANCES SHALL QUALIFYI, ITS DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR
INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY
DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF
BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING,
PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER
DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE
OF QUALIFYI OR ANY OTHER PARTY, EVEN IF QUALIFYI IS ADVISED
BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT
THE APPLICABLE JURISDICTION LIMITS QUALIFYI’S ABILITY TO DISCLAIM ANY
IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE
MAXIMUM EXTENT PERMITTED.
Limitation of Remedies and Damages
Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of QUALIFYI. QUALIFYI reserves the right to substitute a
functionally equivalent copy of the Software Product as a replacement. If QUALIFYI is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product
exclusive of any costs for shipping and handling.
Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by QUALIFYI to have been caused by you. All limited warranties on the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold QUALIFYI harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.
Termination and Suspension of Service
This Agreement commences on the Effective Date of the subscription and will continue in effect until cancelled by either party. Either party may terminate the Agreement and the Subscription then in effect if the other party breaches the Agreement and does not cure such breach within
thirty (30) days after receiving written notice form the non-breaching party. Upon termination for any reason your access to and use of the Software Product will terminate immediately. QUALIFYI may suspend your access to the Software Product, if (i) your payments are ten (10)
days or more past due and QUALIFYI has notified you of your payment default; or (ii) QUALIFYI believes that a suspension is necessary to avoid substantial harm to your, your users, to other QUALIFYI customers, to QUALIFYI or to any of its affiliates or contractors, or to a
third party, including as a result of a third party infrastructure or communications failures or disruptions, or due to malicious attacks on the Software Product’s systems, or to cure a material breach, or as required by laws, by a court of law or by a governmental authority or agency.
QUALIFY will use its reasonable efforts to provide you with reasonable advance notice of any such suspension. Any suspension made pursuant to this provision will only be in effect for as long as necessary to address the issue(s) giving rise to the suspension.
Governing Law, Jurisdiction and Costs
This Agreement is governed by the laws of Kentucky, without regard to Kentucky’s conflict or choice of law provisions. Any dispute arising from this Agreement, or the provision of the Software Product will be brought and litigated to conclusion in a court of general jurisdiction
located in Louisville, Kentucky.
No Third-Party Beneficiaries
This Agreement is not intended to and will not be construed to give any third party any interest or rights, including without limitation, third party beneficiary rights, with respect to or in connection with any provision under this Agreement.
Complete Terms and Severability
This Agreement, with the subscription, constitutes the complete agreement between you and QUALIFYI concerning any use of, or in connection with the Software Product. If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement
shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.
Survival
Those provisions that by their nature are intended to survive termination or expiration of this Agreement will so survive.