By purchasing/subscribing to/leasing any applications/products (hereinafter referred to as “Products”) from James Comin Solutions (hereinafter referred to as JCS), you and your company as the purchasing, subscribing, or leasing party (hereinafter referred to as “User”) agree to and will be bound by this licensing and use agreement (hereinafter referred to as “This Agreement”).
RIGHT TO USE – By said purchase/subscription/lease, JCS grants to User a non-exclusive, non-transferable right to use the Product. This right is limited to User’s use in executable format and may NOT be translated or modified or incorporated into any other software or product in its entirety, nor may pieces be employed severally in this manner.
User may not sell or give copies of any of the Products to any other entity or individual, even if such entity is partially or wholly owned by User. JCS shall retain the right to use any information submitted by user for JCS’s own use to improve its product or business. However, JCS shall not, without the consent of User, publish any such information which directly identifies the user in said publication.
COPIES – User may make copies of Products in executable format as desired for use by User for backup or archive purposes.
OWNERSHIP – The rights to all concepts, processes, algorithms and similar, in any Products remain the property of JCS, while User retains the right of use, subject to the terms of purchase, subscription or lease.
CONFIDENTIALITY / INTELLECTUAL PROPERTY – The Products of JCS are proprietary and/or copyright/trademark/patent protected. User shall not use JCS products as a basis to create similar products or to share with others for the purpose of creating similar products. User agrees to treat the Products with at least the same degree of care with which User treats its own confidential information and in no event with less care than is reasonably required to protect the safety of all concepts, processes, algorithms, logic and such, incorporated into Products. User also agrees to treat with the same degree of care, any information about any clients of JCS or the clients of such clients, which may become known to them, intentionally or unintentionally while using the products of JCS, or while interacting with JCS.
TERM – Many of the Products of JCS are purchased as a right to use for a specified period of time. Such right shall continue until the end of said specified time, except that JCS retains the right to earlier terminate the right of use if User is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) days after written notice thereof from JCS. In the event of termination (whether due to the right to use period running out or due to “earlier termination” language set forth above), User will immediately discontinue use of the Product which was terminated.
TECHNICAL ASSISTANCE – JCS shall provide assistance to answer any usage questions, without charge, for the first seven days after purchase, up to 10 minutes total time, which service shall be rendered via phone, email or text messaging. If any questions are related entirely to an actual substantive flaw in the Product, then JCS shall not bill for that time, and shall work diligently to repair the problem within a reasonable time frame. Some Products shall include more assistance than the 10 minute limit stated above, but only when expressly stated.
PRICING FOR CUSTOMIZATION OR EXCESSIVE ASSISTANCE – If User requires customization of any Product, or needs more assistance with the Product beyond that set forth above, JCS will render such assistance at a rate of $195 per hour, billed in ¼ hour increments, with each partial increment rounded up to the next ¼ hour. This fee is the current fee as of January 1, 2020 but may be increased from time-to-time so long as such increases are not greater than two times the cumulative CPI for all urban consumers, US City Average, as set forth by the US Bureau of Labor and Statistics, or such other most similar index, if this index is discontinued.
WARRANTY – Though JCS has gone to extreme measures to test all of its products for their designed purposes, JCS DOES NOT WARRANT that a Product will meet the User’s requirements or expectations nor that the Products’ operation will be error free. JCS DOES WARRANT that its products WILL DO what they are designed to do and WILL DO all of which JCS has specifically set forth that it will do in any of its advertising. JCS will endeavor to correct any errors in Products in an expeditious manner.
AUDIT – JCS has the right to audit your use of any of it’s products to ensure that it is being used legally and only for it’s intended use and by it’s intended parties. If User fails to timely cooperate with the auditing process, JCS has the right to immediately stop the functionality of the Product. If the audit finds misuse of any Product, JCS has the right to immediately stop the functionality of the Product and any other JCS Products which have been purchased by the User or are being used by the User, and to pursue legal action for damages. JCS also has the right to these remedies with any party who uses the Products of JCS without having the rights to such use.
NON-ASSIGNMENT – Neither this Agreement, nor any portion thereof, may be assigned, sublicensed, or otherwise transferred by Licensee without the prior written consent of JCS.
PATENT LIABILITY – JCS shall have no liability for any claim of patent, copyright, trademark or trade secret infringement based on the use of a Product in any form other than the original, unmodified form provided to User. All JCS patents, copyrights, trademarks or trade secrets will be vigorously protected.
NOTICES – Except where otherwise stated in written format, all notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first-class mail or personally delivered at the address set forth on the front page. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mail box. Electronic notices will also be acceptable, so long as the receiving party acknowledges that it has received the notification.
SUCCESSORS – This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except, as otherwise provided herein.
SEVERABILITY – In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force.
GOVERNING LAW/FORUM – This Agreement shall be governed and interpreted by the laws of the State of Washington. Chelan County, Washington shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.