Interact2Day, Inc.    Thursday, October 19, 2017

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Interact2Day Single Site Software License Agreement
for the USTCP cgiSuite Application

This Interact2Day Single Site Software License Agreement (this "Agreement") is entered into on the date set forth below between Interact2Day, Inc. ("Interact2Day") and the undersigned party (referred to herein as "you" and "your"). Intending to be legally bound and in consideration of the mutual premises, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the adequacy of which is acknowledged by the parties, the parties agree as follows:

I. License.

The software and documentation identified in Exhibit A to this Agreement, whether distributed to you on disk, by electronic transmission or on other media or in any other form (the "Interact2Day Software") are licensed to you by Interact2Day, Inc. ("Interact2Day") solely for use as set forth below and for no other purposes (the "License"). You own the media on which the Interact2Day Software is recorded, but Interact2Day and/or Interact2Day’s licensor(s) retain title to the Interact2Day Software. The Interact2Day Software and any and all copies made and/or distributed under this License are subject to the provisions of this Agreement.

II. Limited Grant of Rights.

A. Source Code License for Internal Purpose Use of Software. You are granted only the right to copy, install and use the Interact2Day Software for internal purposes with respect to a single internet website associated with a single internet Universal Resource Locator ("URL") (the "Home Page URL"). It is not a violation of this Agreement to use the Interact2Day Software with respect to additional "virtual" URLs in connection with the Interact2Day software if, but only if, requests to the virtual URL appear to serve the same web site information; that is, any equipment serving internet http protocol (web) requests directed to the "virtual" URL is configured to respond identically to a corresponding internet http protocol query to the Home Page URL. You may not, however, use the Interact2Day Software to provide internet web hosting or similar services to third parties, or to otherwise function as a service bureau or otherwise offer as a service for the benefit of others the primary functionality of the Interact2Day Software.

B. No Redistribution of the Software. The Interact2Day Software is provided for your own use and may not be copied or distributed by you on any magnetic or optical media, or over networks, electronic bulletin boards, web sites or other on-line services or in any other form or media; provided, however, that portions of the Interact2Day Software designated by Interact2Day as "For Public Distribution" may be disseminated in the course of the ordinary operation of the Interact2Day Software in accordance with its documentation.

C. No Modification, Sublicensing or Resale of the Software. Except as expressly permitted by applicable law and this License, you may not modify or create derivative works in any way, disassemble, rent, lease, loan, sell, distribute either for profit or without charge, or sublicense the Interact2Day Software or any portion thereof; provided, however, that the first line and only the first line of each module may be modified as may be necessary to properly use the software, provided that such modifications are made solely in conformity with the documentation. The Interact2Day Software is licensed as a single product and may not be separated or divided up for use on more than one computer.

III. Intellectual Property Rights.

A. Ownership of Interact2Day Software and Related Works. You agree that this Agreement shall convey no interest in or to any of the Interact2Day Software, and you acknowledge that as between you and Interact2Day, all right, title and interest in or to the Interact2Day Software and any and all derivative works that may be made therefrom, either by you, an employee or an agent, whether licensed or without a license, are and shall be the sole and exclusive property of Interact2Day.

B. Confidentiality. The term "Confidential Information" as used herein shall include all confidential and proprietary information disclosed to you by Interact2Day, whether in tangible or intangible form or media, and in particular shall include the source code of the Interact2Day Software, documentation and related materials. You agree to hold the Confidential Information in confidence and shall not use or disclose Confidential Information without first obtaining Interact2Day’s consent in writing. You agree that the distribution to you of the Confidential Information creates a confidential relationship between you and Interact2Day.

C. Equitable Remedies. You agree that the Interact2Day Software and Confidential Information constitute a unique, proprietary and valuable property of Interact2Day, particularly when distributed in source code form. You further agree that in the event of a breach of the provisions of this Agreement with respect to the use, distribution or disclosure of this software, Interact2Day would suffer irreparable injuries that could not be remedied by an award of money damages alone, and that Interact2Day shall be entitled in addition to other remedies available at law or equity, to equitable relief for such breaches, including without limitation, specific performance of the provisions of this Agreement and injunctive relief.

IV. Term and Termination.

A. Term. Unless otherwise agreed between the parties in writing, this License and Agreement shall begin upon payment in full for the Interact2Day Software, and shall last for an initial term of one (1) year (the "Initial Term"). Unless earlier terminated for cause or by operation of your breach of this License and Agreement, this License and Agreement shall be automatically renewed at the conclusion of each previous term for an additional one (1) year period.

B. Termination of License by Breach. Your rights under this License and Agreement will terminate automatically without notice from Interact2Day if you fail to comply with any term(s) of the License or other provisions of this Agreement.

V. Limited Warranty.

A. The Interact2Day Software and documentation are sold "AS IS" and without warranties as to performance, merchantability, or fitness for any particular purpose. Interact2Day makes no other representation or warranty with respect to the software. To the maximum extent permitted by applicable law, Interact2Day EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, express OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. INTERACT2DAY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE INTERACT2DAY SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE INTERACT2DAY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE INTERACT2DAY SOFTWARE WILL BE CORRECTED.

FURTHERMORE, INTERACT2DAY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE INTERACT2DAY SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INTERACT2DAY OR AN INTERACT2DAY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE INTERACT2DAY SOFTWARE PROVE DEFECTIVE, WITHIN THE SCOPE OF THIS WARRANTY, INTERACT2DAY RESERVES THE RIGHT TO REPAIR OR REPLACE THE SOFTWARE, OR TO RETURN THE PURCHASE PRICE TO YOU. OTHERWISE YOU (AND NOT INTERACT2DAY) ASSUME THE RISK OF SUCH FAILURES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THE TERMS OF THIS DISCLAIMER DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING INTERACT2DAY PRODUCTS OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY INTERACT2DAY'S NEGLIGENCE.

VI. Limitation of Liability.

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL INTERACT2DAY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT EVEN IF INTERACT2DAY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Interact2Day’s total liability to you for all damages exceed the purchase price, paid to Interact2Day, of the Interact2Day Software or Ten Dollars ($10.00), whichever is the greater amount.

VII. Miscellaneous Provisions

A. Government End Users. If the Interact2Day Software is supplied to the United States Government, the Interact2Day Software is classified as "restricted computer software" as defined in clause 52.227-19 of the FAR. The United States Government’s rights to the Interact2Day Software are as provided in clause 52.227-19 of the FAR. Manufacturer’s name is Interact2Day, Inc., 3126 Riverview Blvd. West, Bradenton, FL 34205.

B. Choice of Law, Venue and Severability. This Agreement shall be governed by the laws of the United States and the State of Florida. Any action or suit in law or equity with respect to this Agreement or any matter arising out of or relating to this Agreement shall be brought exclusively in the State of Florida and in such county or federal district in which Interact2Day may be residing. Each party agrees and consents to in personam jurisdiction of the state and federal courts of the State of Florida. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall continue in full force and effect.

C. Assignment. Neither this License nor this Agreement may be assigned or delegated to third parties without the express written consent of Interact2Day, which Interact2Day may grant or deny in its sole and exclusive discretion, except to a successor in interest of a corporation or business entity, or the assignee of all or substantially all of its rights.

D. Complete Agreement. This Agreement constitutes the entire agreement between the parties with respect to the use of the Interact2Day Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by Interact2Day. No term or provision of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented.

E. Headings. The headings in this Agreement are for reference purposes only and shall not be construed as a part of this Agreement.


IN WITNESS WHEREOF, you and Interact2Day have executed this

Agreement on this _____ day of ________________, 200___.

 

 

 

 

Interact2Day, Inc.
________________________________
Name of Company ("You")
By: ____________________________
By: ____________________________
Printed Name: __________________
Printed Name: __________________
Title: _________________________
Title: _________________________
Address: _______________________
         _______________________

Exhibit A

Description of the Interact2Day Software

Any and all of the following purchased under this Agreement. Future additions and upgrades will be subject to the then-current Software License Agreement.

  • Common Administration Module v2.00 (SOFT-CSS-ADM-0200)
  • Feedback Form Add-On Module v2.00 (SOFT-CSS-FDF-0200)
  • Redirector Add-On Module v2.00 (SOFT-CSS-RDR-0200)

Kits:

  • Starter Kit #1 (SOFT-CSS-SK1-0200) - Includes 3 modules: 1) Common Administration Module, 2) Feedback Form Add-On Module, and 3) Redirector Add-On Module.

Title: Interact2Day Single Site Software License Agreement
Revision: 000427A
Last Revised: Thursday, 27 April 2000
 
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