Revision March 12, 2023
IMPORTANT-READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and RECUR360 SOFTWARE LLC for the RECUR360 SOFTWARE LLC software product identified above, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (“Product”). An amendment or addendum to this EULA may accompany the Product. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL THE PRODUCT; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND.
RECUR360 SOFTWARE LLC grants you the following rights provided that you comply with all terms and conditions of this EULA:
By signing up you are granted a single login and usage of your account to manage your sync and transactions between Recur360.com and your accounting software.
You may install and use an unlimited number of copies of the Product only for your internal use on your premises. You may make an unlimited number of copies (either in hard copy or electronic form) of any electronic documents included with the Product only for your internal use on your premises.
You may also store or install a copy of the Product on a storage device, such as a network server, used only to install or run the Product on your other computers over an internal network providing you have the proper licenses to do so.
You may not disclose the results of any benchmark test using the Product to any third party without RECUR360 SOFTWARE LLC’s prior written approval.
RECUR360 SOFTWARE LLC reserves all rights not expressly granted to you in this EULA.
This EULA applies to updates or supplements to the original Product provided by RECUR360 SOFTWARE LLC, unless we provide other terms along with the update or supplement.
In accordance with standard Corporate Return policies, RECUR360 SOFTWARE LLC does not allow the return of opened or installed product. The RECUR360 SOFTWARE LLC Server software will automatically activate after thirty (30) days of operation. You agree not to interfere, circumvent, or disable the automatic activation of the RECUR360 SOFTWARE LLC Software. Upon activation, your site key and IP address will be transmitted to RECUR360 SOFTWARE LLC file servers for verification. Once verified, the software license is finalized and cannot be de-activated or returned for any reason. You may return unopened, unused on-premise software within thirty (30) days of operation under the following provisions:
a. The RECUR360 SOFTWARE LLC Product has not been opened, installed or activated.
b. A proper RMA authorization has been requested (E-Mail: sales@recur360.com for questions)
c. Your credit account is in good standing and does not have a past-due balance.
d. Services, product support and customizations performed during the return period remain billable and will be deducted from the RMA authorization amount.
Transfer to Third Party. The initial user of the Product may make a one-time transfer of the Product to another end user. The transfer has to include all component parts, media, printed materials, this EULA, and if applicable, the Certificate of Authenticity. The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the transferred Product must agree to all the EULA terms. No Rental. You may not rent, lease, or lend the Product.
You may not reverse engineer, decompile, or disassemble the Product, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation.
Without prejudice to any other rights, RECUR360 SOFTWARE LLC may cancel this EULA if you do not abide by the terms and conditions of this EULA, in which case you must return all copies of the Product and all of its component parts and destroy any and all backup copies of the product and documentation.
You agree that RECUR360 SOFTWARE LLC and its affiliates may collect and use technical information you provide as a part of support services related to the Product. RECUR360 SOFTWARE LLC agrees not to use this information in a form that personally identifies you.
Export-Restricted Encryption. If the Product is identified as “North America Only Version,” the following terms apply: The Product contains strong encryption and cannot be exported outside of the United States (including Puerto Rico, Guam and all other territories, dependencies and possessions of the United States) or Canada without a U.S. Commerce Department export license or an applicable license exception. You agree that you will not directly or indirectly export or re-export the Product (or portions thereof), other than to Canada, without first obtaining an export license or determining that a license exception is applicable.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RECUR360 SOFTWARE LLC AND ITS SUPPLIERS PROVIDE THE PRODUCT AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE PRODUCT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RECUR360 SOFTWARE LLC OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF RECUR360 SOFTWARE LLC OR ANY SUPPLIER, AND EVEN IF RECUR360 SOFTWARE LLC OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of RECUR360 SOFTWARE LLC and any of its suppliers under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for the Product or U.S.$1.00. The foregoing limitations, exclusions and disclaimers (including Sections 9 and 10 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
All Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
The Product is protected by copyright and other intellectual property laws and treaties. RECUR360 SOFTWARE LLC or its suppliers own the title, copyright, and other intellectual property rights in the Product. The Product is licensed, not sold.
RECUR360 SOFTWARE LLC software is licensed on a per-user basis as determined by the customer unique product license key. You agree to keep this license key confidential and private. RECUR360 SOFTWARE LLC reserves the right to take legal action in cases of tampering, circumventing, altering, or publicly disclosing the RECUR360 SOFTWARE LLC software licensing mechanisms in any way. This clause supersedes any oral or written agreements in regards to code modifications and customization of the software in any way.
In the event that you choose to use the email feature, you represent and warrant that you have a current relationship with each person to whom an email or text message is to be sent. You are solely responsible for ensuring that the email feature(s) are utilized in a manner that complies with local, state, and federal laws, rules and regulations. This includes, but is not limited to, compliance with applicable email and telemarketing laws such as the CAN-SPAM Act and Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. § 227, the EU ePrivacy Regulation, and comparable state laws. Moreover, you represent and warrant that each person to whom an email and/or text message is to be sent has specifically granted you permission to do so by whatever technology you choose; and opt-outs are provided pursuant to applicable law, rule or regulation. You are responsible for the content and will be identified as the sender of each email and/or text message sent on your behalf. You acknowledge that you are responsible for obtaining any and all permissions required to use the email features.
You agree to abide by these Terms and all applicable laws and regulations, including but not limited to Title III of the Americans with Disabilities Act (“ADA”) and New York’s state and city level Human Rights Act, and California’s Unruh Civil Rights Act and Consumer Privacy Act. Customer agrees not to transfer, use or export the services in violation of any laws or regulations of any government or governmental agency.
This EULA shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. In case of any dispute related to this EULA, the parties agree to submit to personal jurisdiction in the State of Delaware. Furthermore, the parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any court of the State of Delaware or any federal court sitting in the State of Delaware for purposes of any suit, action or other proceeding arising out of this EULA. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS, OBLIGATIONS AND/OR PERFORMANCE OF THIS AGREEMENT.
This EULA, including any addendum or amendment to this EULA which is included with the Product, are the entire agreement between you and RECUR360 SOFTWARE LLC relating to the Product and the support services (if any), and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this EULA. To the extent the terms of any RECUR360 SOFTWARE LLC policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.