TotalSync License Agreement
This License Agreement (hereinafter “Agreement”) is a legal agreement between Akruto, Inc., (hereinafter “Akruto”) and you (hereinafter “Licensee”). This Agreement sets out the terms and conditions of Licensee’s use of TotalSync software (hereinafter “Software”), including any additional components, e.g. documentation, updates, upgrades.
By installing, copying, or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Software.
1.0 GRANT OF LICENSE
Subject to the terms and conditions of this Agreement, Akruto grants to you a limited, non-exclusive license to install, download, and use the Software on one computer. The Software is licensed, not sold.
1.1 FREE TRIAL
You may use the Software without charge for a period of 7 days (hereinafter “Trial Period”) for evaluation purposes, subject to the terms of this Agreement. At the end of the trial period, you must either obtain a registration code from Akruto or uninstall the Software.
1.2 REGISTRATION CODE
You may obtain a registration code from Akruto by paying a one-time fee as determined by Akruto; or by subscribing to a subscription plan and paying a recurring subscription fee as determined by Akruto. You may use the Software with the registration code for an unlimited time, subject to the terms of this Agreement. The registration code is issued to you personally. You may not distribute the registration code to others. You may not use registration code that was not issued to you by Akruto.
1.3 UPGRADES, UPDATES AND ENHANCEMENTS
All upgrades, updates or enhancements of the Software shall be deemed to be part of the software and will be subject to this Agreement, except you may not use upgrades, updates or enhancements of the Software, unless Akruto decides in its sole discretion to permit such use.
1.4 SUBSCRIPTION CANCELLATION
If you have a subscription, you may cancel it any time using the “Subscription Dashboard” web interface provided to you a the time you subscribe. Once your subscrition is cancelled your future subscription fee payments will cease. Once your subscrition is cancelled you must uninstall the Software.
You may not decompile, disassemble or otherwise reverse engineer the Software, including its executable and database files, or engage in any other activities to obtain underlying information that is not visible to the user in connection with normal use of the Software. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based upon this Software. You agree not to publicize or distribute any registration code algorithms, information, or registration codes used by this software without prior written permission from Akruto.
You may not use the Software to engage in or allow others to engage in any illegal activity where the Software is accessed and used. You may not use the Software to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties.
3.0 REFUND POLICY
If you pay for an the registration code and you are not satisfied with the Software, you may request a refund by writing to firstname.lastname@example.org. We will process your request in accordance with our refund policy in effect at the time you made your payment. We post our refund policy at https://www.totalsync.com/money-back-guarantee/
4.0 REGISTRATION AND ACCEPTANCE
By installing, copying, accessing, or using the Software (or authorizing any other person to do so) you are indicating that you are 18 years of age or older (any parent or guardian of a person under the age of 18 may accept this Agreement on behalf of a user), are capable of entering into a binding legal agreement, have read and understand this Agreement and you accept its terms and conditions. If you do not agree with the terms and conditions of this Agreement, do not install, copy, access, download or use the Software.
This software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
You may not distribute the Software or registration code(s) for the Software, unless authorized to do so by Akruto in writing.
The license will terminate automatically if you fail to comply with any of the above terms and conditions. The license may be terminated by either party at any time and without notice.
8.0 GOVERNING LAW.
The laws of the State of Massachusetts govern this license agreement.
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.
10.0 DISCLAIMER OF WARRANTIES
THE SOFTWARE AND ANY THIRD PARTY SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. AKRUTO AND SUCH THIRD PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE OR SERVICE AND SUCH THIRD PARTY SOFTWARE OR SERVICES. AKRUTO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICE WILL BE CORRECTED. AKRUTO DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR SERVICE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. AKRUTO DOES NOT REPRESENT OR WARRANT THAT USERS WILL BE ABLE TO ACCESS OR USE THE SOFTWARE AT TIMES OR LOCATIONS OF THEIR CHOOSING, OR THAT AKRUTO WILL HAVE ADEQUATE CAPACITY FOR ANY USER’S REQUIREMENTS. NO ORAL OR WRITTEN STATEMENT, INFORMATION OR ADVICE GIVEN BY AKRUTO, OR ITS RESPECTIVE EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS SHALL CREATE ANY WARRANTIES.
YOU UNDERSTAND AND AGREE THAT YOUR DOWNLOAD AND/OR USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE OR SERVICE AND SUCH THIRD PARTY SOFTWARE AND SERVICES.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
11.0 LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL AKRUTO, OR ITS SUPPLIERS, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SOFTWARE, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, (EVEN IF ANY SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF AKRUTO, AND ITS SUPPLIERS, RESELLERS, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO AKRUTO. IF THE SOFTWARE IS PROVIDED WITHOUT CHARGE, THEN AKRUTO AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE, FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
THE SOFTWARE IS NOT INTENDED FOR USE IN CONNECTION WITH ANY NUCLEAR, AVIATION, MASS TRANSIT, OR MEDICAL APPLICATION OR ANY OTHER INHERENTLY DANGEROUS APPLICATION THAT COULD RESULT IN DEATH, PERSONAL INJURY, CATASTROPHIC DAMAGE, OR MASS DESTRUCTION, AND LICENSEE AGREES THAT AKRUTO WILL HAVE NO LIABILITY OF ANY NATURE AS A RESULT OF ANY SUCH USE OF THE SOFTWARE.
Akruto reserves the right to modify or amend this Agreement at any time and for any reason or for no reason at all, in their sole discretion, without notice. Please review the version of this Agreement at https://www.totalsync.com/license/ from time to time in order to keep current with its terms and conditions.
If any provision in this Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
20 August, 2020