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end-user license agreement
end-user license agreement

This End-User License Agreement (hereinafter "Agreement") is by and between LegendSoft, Inc., a Georgia corporation, and the company (or other entity) acknowledging this Agreement (hereinafter "Customer").   By checking the box indicating that "I accept the terms and conditions", Customer and LegendSoft Inc., agree to be bound by the following terms And conditions.  If Customer does not agree with these terms, Customer must not check the box and may not use this service.

1. General.

The Service, consisting of access to the SPoTS Application, is provided by LegendSoft, Inc. through the web site located at www.e-spot.biz.  LegendSoft, Inc. agrees to provide the Service outlined in the LegendSoft, Inc. Service Level Agreement (hereinafter "SLA") and Customer agrees to strictly abide by all terms of this Agreement.  The SLA is governed by and subject to the terms and conditions of this Agreement.

This Agreement shall be governed by and construed under the laws of the State of Georgia, without regard to the choice or conflicts of law provisions of any jurisdiction, and any action brought by Customer or LegendSoft, Inc. to enforce or interpret any provision of this Agreement shall be brought exclusively in an appropriate state or federal court in Atlanta, Georgia.

This Agreement comprises the entire agreement and understanding of the subject matter contained herein between Customer and LegendSoft, Inc. and supersedes all prior negotiations, discussions, or agreements, whether written or oral between LegendSoft, Inc. and Customer.

2. Restricted License.

Subject to the terms and conditions of this Agreement, LegendSoft, Inc. hereby grants Customer, and Customer accepts, a non-exclusive, non-transferrable license to access and use the Service.  Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited.  All rights not expressly granted to Customer are hereby reserved by LegendSoft, Inc.  Customer agrees:

(a) to abide by this Agreement;

(b) to keep his/her authorized SPoTS account information confidential, including your username, password, content, and any other information related to the Service (hereinafter "Account Information");

(c) to inform LegendSoft, Inc. promptly upon the unintended and/or undesired disclosure of any portion of such Account Information;

(d) that he/she is responsible for any and all activities that occur under Customer's user accounts;

(e) to assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data;

(f) to assure that use of the Service by Customer's users shall at all times conform to this Agreement;

3. Payment

Customer is responsible for paying all fees and charges (plus applicable taxes) associated with your use of the Service (hereinafter "Service Fee") as such fees become due.  Unless otherwise stated in writing from LegendSoft, Inc., Customer must make payment of all fees and charges by a valid, approved credit or charge card prior to the month during which Customer wishes to access and/or use the Service.  Except as otherwise provided in this Agreement, all fees and charges are non-refundable.

4. Privacy

LegendSoft, Inc. will not disclose any personal information or Account Information in violation of the LegendSoft, Inc. privacy policy.

5. Termination:

Either Party may terminate this Agreement without reason effective upon ninety (90) days notice to the other Party (hereinafter "Settlement Period").  LegendSoft, Inc. will refund monies paid by Customer for the unused term of any Licenses that have yet to expire at the end of the Settlement Period.   Customer agrees to pay LegendSoft all Service Fees due for the Settlement Period and, provided that you make such payment, LegendSoft, Inc. agrees to continue providing you with access to and use of the Service pursuant to this Agreement's terms and conditions.

Notwithstanding the foregoing, LegendSoft, Inc. in its sole discrection, may immediately terminate this Agreement and Customer's password, Account, or use of the Service upon:

(a) any breach of Customer's payment obligations

(b) any breach or failure to comply with the the terms of this Agreement

(c) any action by you that LegendSoft, Inc. determines, in its sole judgment, to interfere with the operation or use of the Service

LegendSoft may terminate your account if 30 days have elapsed subsequent to the last expiration date of the last valid license for your account.  Additionally, LegendSoft, Inc. may terminate a trial account if Customer does not first log on within 30 days after registration. Customer agrees and acknowledges that LegendSoft, Inc. has no obligation to retain the Customer Data associated with an account that has been terminated and will irretrievably delete such Customer Data.

6. Ownership:

As used herein, "Intellectual Property Rights" shall mean any and all of the following: (a) rights associated with works of authorship, including but not limited to copyrights, moral rights, and mask-works; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) Patents, designs, algorithms and other industrial property rights; (e) all other intellectual and industrial property rights whether arising by operation of law, contract, license, or otherwise; and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

It is hereby understood and agreed that LegendSoft, Inc. shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Service technology, the content and the Service and any suggestions, ideas, graphics, questions, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service.  LegendSoft, Inc. shall be entitled to use such information for any commercial or other purpose whatsoever without compensation to you or anyone else.

7. Disclaimer of Warranties

Notwithstanding any provision of this Agreement or the SLA to the contrary, the Service is furnished "as is" and with all faults.  LegendSoft, Inc. makes, and Customer receives, no warranties of any kind, whether express, implied, statutory, or otherwise.  LegendSoft, Inc. does not represent or warrant that:

(a) the Service will meet Customer requirements or expectations

(b) any stored data will be accurate or reliable

(c) the servers that make the Service available are free of viruses or other harmful components

8. Limitation of Liability

(a) Under no circumstances, including without limitation negligence, will LegendSoft, Inc. be liable to Customer or to any third party for any lost profits, lost savings, or other indirect, special, exemplary, incidental, or consequential damages (including loss of data, revenue, profits, use or other economic advantage) arising out of or related to this Agreement or to the use or inability to use the Service.

(b) In no event will LegendSoft, Inc.'s total liability for damages, losses, or causes of action whether in contract or tort, including without limitation negligence, either jointly or severally, exceed the aggregate dollar amount paid by Customer to LegendSoft, Inc. in the twelve (12) months prior to the claimed injury or damage.

(c) LegendSoft, Inc. is not liable for the accuracy, truthfulness, or validity of any data entered by Customer or provided through the Service.  LegendSoft, Inc. is not liable for the loss of any Customer Data.

(d) Customer acknowledges that the operation and availability of the communications systems, including, without limitation, telephone service, computer networks and the Internet, used for accessing and interacting with the Service can be unpredictable and may, from time to time, interfere with or prevent access to or operation of the Service.  Customer acknowledges that LegendSoft, Inc. is not responsible for any such interference with or prevention of Customer's use of or access to the Service.

9. Modification to Terms:

LegendSoft, Inc. reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time. If the terms and conditions are modified, LegendSoft, Inc. shall notify Customer by posting an updated version of this Agreement on the Service. Customer is responsible for periodically reviewing this Agreement.  Continued use of the Service after any such changes shall constitute Customer's consent to such changes.

10. Limitations on Use of Service and Service Software

As used herein, "Software" refers to any software incorporated into the Service. Customer will not, and will not permit, assist, or allow others to reverse engineer, decompile, disassemble, re-engineer, or otherwise discover, recreate, or attempt to discover or recreate the Software or its source code.   Customer will not modify or attempt to modify the Software or sublicense or charge others to use or access the Software or the Service.  

Customer acknowledges that the Service is not intended for permanent storage and agrees not to use the Service for archiving or back-up purposes.  Customer acknowledges that the Service is not intended for sending mass e-mails or "SPAM" and agrees not to use the Service for mass e-mailing or for "SPAMMING".   Customer will not store "mission critical" data on the Service, including without limitation data pertaining to power generation, national security, or any function to sustain or rescue the health or well-being of any person.

11. Indemnification

Customer agrees to indemnify and hold harmless LegendSoft, inc., and its respective officers, directors, employees, consultants, agents, licensees and licensors from any claim, demand, or damages, including reasonable attorneys' fees, arising out of or in connection with use of the Service.  Customer's obligation to indemnify will survive the expiration or termination of this Agreement by either party for any reason.

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