Non-transferable, Purchaser Software License


 

  1. This License Agreement is between Licensee and Azalea Systems, Inc. of 231 Nobscot Road, Sudbury, MA 01776 (Licensor)   regarding a condominium association fee derivation software tool that has been developed by Licensor and is known as Predictor (“the Software”).
  2. Licensor hereby grants and Licensee hereby accepts a limited non-exclusive, non-transferable license to use the Software according to the terms set forth herein.  No rights to the Software, other than those expressly granted herein, are granted by Licensor to Licensee.  Licensor is and remains the sole and exclusive owner of all titles, rights, and interests in the Software.
  3. The License granted herein permits Licensee to install and to use the Software on a single computer .Licensee agrees not to install or to use the Software on more than one computer for which it has purchased the right to do so from Licensor and further agrees not to make copies of the Software or to allow copies of the Software to be made by others.
  4. The license granted herein by Licensor to Licensee does not provide for any updates of the Software nor does it provide for any technical support beyond responses to questions submitted by e-mail or telephone. Nevertheless, at the sole discretion of the Licensor, Software updates may be offered to Licensees.
  5. Subject to payment by Licensee to Licensor of the fee specified on the Predictor website (www.azaleapredictor.com), Licensor shall furnish the Software to Licensee via a download process.
  6. Licensee agrees that it will not transmit the Software or any product or commodity produced by the Software to any individual or government prohibited by U.S. law nor will licensee use the Software in any manner prohibited by U.S. law.
  7. The Software is subject to a limited warranty.  Licensor warrants to Licensee that the Software will perform its intended purpose of calculating annual adjustments to condominium association fees and/or assessments. Licensee acknowledges that it is possible that the accuracy of such forecasts may be affected by currently unknown software errors, errors in logic, and errors  triggered by actions of the Licensee. The limited warranty granted by Licensor lasts for a period of one year after delivery.  During the warranty period, in the event the Software does not function correctly due to such errors, upon Licensee providing proof of purchase, Licensor’s sole responsibility and Licensee's sole relief will be the provision of another copy of the Licensed software with the error(s) corrected, or at Licensor’s sole option, Licensor will issue a full refund of the paid purchase price to Licensee.  To the extent permitted by law, THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS,  AND FITNESS FOR A PARTICULAR PURPOSE.
  8. Notwithstanding the foregoing, LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE’S INSTALLATION OR USE OF THE SOFTWARE. 
  9. The Software is an EXCEL-based software application.  Microsoft Corporation retains all rights to EXCEL, and Licensor does not suggest or imply any affiliation with Microsoft Corporation.  Licensee agrees to use only Microsoft-licensed copies of EXCEL with the Software.
  10. Licensee agrees to defend and indemnify Licensor and hold Licensor harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Licensee’s business operations.  
  11. Licensor has the right to terminate this License Agreement and Licensee’s right to use this Software upon any material breach by Licensee. Upon such termination, Licensee agrees to return to Licensor, or to destroy, all copies of the Software.
  12. This License Agreement is the entire and exclusive agreement between Licensor and Licensee regarding the Software.  This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Licensor and Licensee regarding  the Software.  
  13. This License Agreement is governed by the law of the Commonwealth of Massachusetts applicable to Massachusetts contracts.  
  14. This License Agreement is valid and becomes effective upon the acceptance of the terms prior to the Licensee’s downloading of the Software.