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 Home > Sales > Clients
& Profits X License Agreement |
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Clients & Profits
X License Agreement |
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This Software Proposal / License Agreement governs the sale, use, and support for the Clients & Profits X software. Please read these terms and conditions carefully then initial the bottom of each page in the space provided. To order Clients & Profits X, please fax this signed agreement to (760) 945-2365.
Questions? Please call (800) 272-4488 or e-mail to sales@cnp-x.com.
1 W H A T ' S I N C
L U D E D
Clients & Profits Worldwide ("we") will provide software and documentation for Clients & Profits X for macOS 10.5 ("Leopard") - 10.12 ("Sierra") and Windows XP/Vista/7/10 via web-based download. We will provide a serial number that authorizes your Clients & Profits X software for a selected number of concurrent users. A printed Feature Guide will be provided for each user licensed. A web-based user guide is available with step-by-step instructions for most functions (internet access required). Telephone support and software updates are not included and are available separately (see
below).
There are four different editions of Clients & Profits X, including:
CLIENTS & PROFITS CLASSIC X: An entry-level agency management system for
small advertising agencies and design firms with between 5-25 employees.
CLIENTS & PROFITS PRO X: A mid-level agency management system for mid-size
advertising agencies with between 15-75 employees.
CLIENTS & PROFITS X: Enterprise Edition: A SQL-based, enterprise-level agency management
system for advertising agencies with between 25-300 employees. Requires MySQL or Microsoft SQL Server 2005 (not included)
JOB TRACKER X: A job tracking, costing, and billing system for in-house corporate
graphics and marcom departments.
2 C O S T
The Clients & Profits X software is licensed, not sold, based on the number of concurrent (i.e., simultaneous) users. This means anyone in your shop can access the shared database at the same time, up to the limit of user licenses you have purchased. User licenses can be used on either Macintosh and/or Windows workstations. (For example, a 3-user version of Clients & Profits X lets any three Mac or Windows users work at the same time. When one user quits Clients & Profits X, a slot becomes available for a different user.) Additional user licenses can be purchased at any time. See www.cnp-x.com for current prices.
3 U S A G E
Clients & Profits X is licensed for use within a single advertising agency, public relations firm,design firm, or in-house graphics/advertising/marcom department. The software supports multiple databases as long as they are used by the same users. At no point may the total number of concurrent Clients & Profits X users exceed your licensed number of users. If a different department or division needs their own database, they need to license their own copy of Clients & Profits X.
We reserve the right to use web-based monitoring to ensure compliance with
this license agreement and prevent unlicensed installations of Clients & Profits
X.
4 P E R F O R M A N C E
Clients & Profits X can support many concurrent users per database. In practical terms, the user limit is based on the performance and capability of your workstations, file server, and network. A less-powerful network will not support as many users as a high-performance network. We make no guarantee as to the performance of Clients & Profits X in your particular environment due to the many factors that are out of our control.
OUR TRIAL DEMO SOFTWARE SHOULD BE FULLY EVALUATED ON
YOUR CURRENT EQUIPMENT TO ENSURE THAT IT PERFORMS ACCEPTABLY. Remember, the sole responsibility for
choosing the appropriate hardware to match your needs, including file servers,
backup devices, RAID, etc., is yours.
5 S U P P O R
T
The Clients & Profits Helpdesk provides unlimited telephone support for setting up, using, and maintaining your Clients & Profits X software during normal business days, from 7 AM - 5 PM pacific time. We are closed on holidays and the week between Christmas and New Years. Anyone from your shop can call for help, although we reserve the right to restrict the number of callers to the Helpdesk.
Telephone technical support is provided during normal business hours to troubleshoot database, accounting, and system-related problems with the Clients & Profits X software. We will provide guidance and advice for system-related problems (including printing, file sharing, and system software compatibility). But due to the limitations of telephone support, the actual work on fixing a problem is up to you.
The availability of the C&P Helpdesk, nor a timely resolution of a problem,
can not be guaranteed.
You should have access to a qualified database and/or system consultant who
is familiar with networks, file servers, multi-user relational databases, and
system software. It is highly recommended that someone from your shop attend
the System Manager Workshop to become a certified C&P system manager.
The C&P Helpdesk cannot offer over-the-phone training or consulting, and
it is not included in the support subscription. In some cases you will be referred
to an on-site trainer or independent consultant, at your own expense, for further
assistance.
SUPPORT IS PROVIDED ONLY AS PART OF A CURRENT SUPPORT
SUBSCRIPTION. There is
no grace period. Your support subscription can be renewed annually.
6 S O F T W A R E U P D A T E S
Software updates, which include bug fixes and minor enhancements, are released regularly for throughout the year. Clients & Profits X will supported with regular updates for two years starting April 2007. Afterwards, updates to the software may be made available as needed for bug fixes/revisions.
Software updates can be downloaded automatically through Clients & Profits
X's built-in software update utility (requires internet access). Software updates
are available at no charge as part of your annual support subscription.
7 S O F T W A R E U P G R A D
E S
Software upgrades contain major new features, are generally released every
2 years. They are optional and are not provided as part of your support subscription.
The cost of each software upgrade will vary depending on its new features and
functions.
8 N O T I F I C A T I O N O F U
P D A T E S , U P G R A D E S
Notification of software updates and upgrades is provided via the Clients & Profits
e-mail discussion group (user_group@cnp-x.com)
and the Clients & Profits
X web site, including the What's New page (www.cnp-x.com/whats_new) which
is updated every Monday.
9 B U G S
We are committed to timely resolutions to all problems with the Clients & Profits software. While we have thoroughly tested Clients & Profits X, it may contain known and unknown bugs that affect its operation. Most bugs typically do not prevent the software from working entirely; instead, they usually affect only a small part of a function (a "cosmetic" bug). Bugs that are most critical to the software are fixed first. Less critical bugs, including cosmetic issues, are fixed as time and user demand allows.
Bugs can be reported at www.cnp-x.com/support/bugs
10 D O C U M E N T A T I O N
The Clients & Profits X Feature Guide provides an illustrated overview of the systems' key features, while the web-based User Guide provides complete descriptions of the software's function and operation. The documentation focuses on how the software works, but not why you should use it. It does not document every possible usage of the software, instead presenting a general discussion of the software's design. The Feature Guide does not describe work arounds or anything timely (such as which computers work best with Clients & Profits). Online help, tech
notes, newsletters, FAQs (i.e., frequently-asked questions),
and other information is regularly posted to and updated on the Clients & Profits
X web site.
11 T R O U B L E S H O O T I N G
The most common cause of database problems are (1) system crashes, (2) errors
on the file server's hard drive, (3) network communication errors, and (4)
power surges, brownouts, or failures. Clients & Profits X checks the integrity
of the database every day. If it detects a problem, Clients & Profits X
will prompt the user to repair the data. In most cases, the automatic repair
procedures will fix any pointer, index, or block problem. In situations where
a hard drive has failed, the database may not be repairable. If this happens,
your choices are to restore a backup copy of your database (which should be
made nightly), or recreating the database using the Export/Import utility for
Clients & Profits X.
The Clients & Profits X Database Guide provides step-by-step instructions
for troubleshooting problems with your Clients & Profits database.
12 C O N F I D E N T I A L I T Y
In some situations a copy of the database may need to be sent to us for testing
and evaluation. We agree to keep your accounting, operations, and other competitive
information strictly confidential.
13 P R O P I E T A R Y I N F O R M
A T I O N
Most of the functions found in Clients & Profits X are based on suggestions by previous users. All suggestions, comments, ideas, and improvements you offer become property of Clients & Profits Worldwide, which assumes all rights to these ideas as they are implemented without any payment or other consideration to you. DO NOT OFFER ANY IDEA OR SUGGESTION YOU FEEL IS PROPRIETARY TO YOUR ORGANIZATION, including report designs, terminology, or procedures unless you agree that they can become part of the Clients & Profits X system.
14 C U S T O M R E P O R T S
, C U S T O M P R O G R A M M I N G
The custom (i.e., ad hoc) reports you create are yours to keep, and we make
no ownership claims to them. Custom plug-in applications are available to extend
the capabilities of Clients & Profits X at an extra charge from independent
consultants.
15 P A Y M E N T T E R M S
All purchases must be paid by company check (either in advance or COD, at an
extra charge) or VISA, MasterCard, or American Express. All sales made by payment
plan must be charged. Clients & Profits Worldwide does not offer payment accounts.
We reserve the right to suspend telephone support and software updates to users
with outstanding balances. Unpaid accounts will be charged a 1.5% monthly service
charge.
ALL SALES ARE FINAL. NO REFUNDS, NO EXCEPTIONS.
16 T R A I N I N G
Clients & Profits training classes and
workshops are held regularly at
our offices near San Diego. On-site help is available from independent
trainers/consultants,
who available nationwide for on-site training, installation, setup and on-going
consulting. Independent consultants and trainers are not compensated in any
way by Clients & Profits Worldwide Their rates and terms are not set by us,
and we do not warrant or accept any liability for their advice, actions or
performance. Costs for training are not included in the purchase price of Clients & Profits
X, unless otherwise indicated on your order form.
17 S U P P O R T S U B S C R
I P T I O N S
The first-year support subscription is required. There is no grace period for
free product support; subsequent years are optional. Payment can be made by
check for the annual support subscription, or charged automatically to your
VISA, MasterCard, or American Express.
18 B R E A K U P S
Should your company split, or otherwise break up, only one side is entitled to keep and use Clients & Profits X. The other side can license their own copy of Clients & Profits X at 50% of the list price, which includes their own set of Feature Guides. Both sides will need their own annual support subscriptions, which are not discounted. In case of a dispute over ownership, the primary user of the software (based on calls to the Helpdesk) will take custody of Clients & Profits X.
19 C O M P L A I N T S
We are committed to your total satisfaction. Should you become dissatisfied with Clients & Profits X for any reason, we ask that you send a detailed listing of your complaints with the software, customer service, or support you've experienced. Please include as much detail as possible to help us research your problems. This helps us to identify and resolve each problem, point by point. We DO NOT not make adjustments, credits, or refunds under any circumstances -- but we will work to resolve your problems to the best of our abilities. We reserve the right to deny telephone support to abusive callers.
20 P R I O R V E R S I O N S
This new license agreement replaces any existing license agreement you have
with us. By upgrading, you agree to give up all rights to prior versions of
Clients & Profits after the transition period to Clients & Profits
X. You may not transfer, sell, or donate your old Clients & Profits software
to another department, division, or organization.
L I C E N S E A G R E E M E N T
Clients & Profits Worldwide grants you a non-transferable, non-exclusive license
to use the Clients & Profits X software according to the following terms:
You may:
a. install the program on any hard disk at one local-area network (such as
an office);
b. allow several users to use the software simultaneously on the local-area
network; and,
c. use the software with one shared database.
Clients & Profits X is licensed for the total number of users who will simultaneously use the software. For example: If you purchase a 3-user license, only three people in your office can use Clients & Profits X at the same time.
Working with multiple databases: Clients & Profits X is licensed for use with a single company/department database. However, additional databases for different organizations may be used if (1) they are used by the same users and (2) if the database reside on the same network volume. At no time may the total number of simultaneous users exceed your license.
You may not:
a. make copies for distribution to others, including disks and/or documentation, whether they are inside your organization or outside parties;
b. rent, transfer, or grant any rights to the program in any form or accompanying materials to any person without the prior written consent of Clients & Profits, Inc.;
c. modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the program or the accompanying materials for others; or,
d. remove any proprietary notices, copyright labels, or marks on the program and accompanying materials.
This license is not a sale: Title and copyrights to the program, manuals, and utilities remain with us. You may not transfer your licensed copy of Clients & Profits X to anyone else unless you have received permission in writing from us. Any transfers of the software without written permission will immediately terminate your rights to use Clients & Profits X, but you will be obligated for all unpaid amounts to the date of termination. We reserve the right to deny a license transfer without explanation, and to charge a transfer fee if permission is granted.
We reserve the right to use web-based monitoring of Clients & Profits X
to ensure compliance with the terms of this agreement and prevent software
piracy.
T E R M I N A T I O N
Unauthorized copying of the program (alone or merged with other software)
or the accompanying materials, or failure to comply with the above restrictions
will result in automatic termination of this license and will make available
to us other legal remedies. UNDER NO CIRCUMSTANCES
WILL ANY REFUNDS OR ADJUSTMENTS BE MADE FOR YOUR INABILITY TO USE CLIENTS & PROFITS
X.
L I M I T E D W A R R A N T Y A N D D I S C L A I M E R
Even though Clients & Profits Inc. has tested and reviewed the software
and documentation, Clients & Profits Inc. MAKES NO WARRANTY OR REPRESENTATION,
EITHER EXPRESS OR IMPLIED, WITH RESPECT TO ITS FITNESS FOR YOUR PARTICULAR
PURPOSE. AS A RESULT, THIS SOFTWARE IS SOLD "AS IS," AND YOU, THE
LICENSEE, ARE ASSUMING THE ENTIRE RISK AS TO ITS PERFORMANCE AND SUITABILITY
IN YOUR ORGANIZATION.
This means:
-- The software works well as described in the sales materials and documentation.
-- Clients & Profits Inc. does not warrant that every function contained
in the program will run uninterrupted or error free in every situation. (However,
any software bugs will be fixed at regular intervals and made available to
users with current support subscriptions.)
-- We will not be liable for loss of work or productivity caused by in any
way faulty or inadequate computer hardware or system software.
-- You should only purchase Clients & Profits X for the features and capabilities it contains now, not what has been planned for future releases, as there is no assurance every planned feature will be implemented.
The Clients & Profits X trial demo contains a working copy of the software that you can evaluate with your own jobs, costs, and billings. Other than several record limitations, it is the complete system. You should use this demo to confirm that Clients & Profits fits your needs before purchasing the system.
IN NO EVENT WILL WE BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN THE SOFTWARE OR ITS DOCUMENTATION.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY
ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
If any provision or term of this Agreement is held to be invalid, void or unenforceable,
the remainder of the provisions shall remain in full force and shall not be
invalidated. In the event of litigation, the prevailing party may recover court
costs and reasonable attorney's fees.
This Agreement is considered the entire Agreement between your company and
Clients & Profits Worldwide It may not be modified, waived, amended or otherwise
changed except by agreement signed by both parties.
THIS DOCUMENT IS A BINDING LEGAL CONTRACT. IT HAS BEEN WRITTEN IN SIMPLE ENGLISH
FOR EASE OF READING, BUT IT IS INTENDED TO BE AS BINDING AND EFFECTIVE AS MORE
COMPLEX LEGAL DOCUMENTS. BY SIGNING THIS DOCUMENT, THE COMPANY ACKNOWLEDGES
THAT IT HAS READ THE AGREEMENT IN ITS ENTIRETY, THAT IT UNDERSTANDS IT AND
THAT IT FULLY INTENDS TO BE BOUND BY ITS TERMS AND CONDITIONS. DO NOT SIGN
THIS DOCUMENT IF YOU DO NOT UNDERSTAND ANY PART OF IT.
This Agreement shall be interpreted by and governed under the laws of the State
of California.
Agreement
I (we) agree to license this version of Clients & Profits X according
to the terms described above. I (we) also acknowledge that ALL SALES ARE FINAL.
I (we) are also authorized to sign licensing agreements:
Organization: _______________________________
Name: _______________________________
Title: _______________________________
Signature: _______________________________
Date: ____________
A Corporate officer's signature is required to approve this license agreement. |
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