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