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CRYSTAL ERP SOFTWARE END USER LICENSE AGREEMENT
A. CRYSTAL ERP GENERAL END USER LICENSE AGREEMENT. Thank you for selecting the Software offered by CRYSTAL ERP LTD or its Affiliates (referred to as “CRYSTAL ERP,” “we,” “our,” or “us”). Please review these license terms (“Agreement”) thoroughly. This Agreement is a legal agreement between you and CRYSTAL ERP. By clicking “I accept the Agreement,” indicating acceptance electronically, accessing or using the Software, you agree to these terms. If you do not agree to this Agreement, then do not indicate acceptance of the Agreement and do not use the Software.
1.1 This Agreement describes the terms governing your use of the CRYSTAL ERP Software including content, updates and new releases (collectively, the “Software”) and gives you certain rights and responsibilities depending on the software license you selected, purchased or subscribed to, as more fully described herein. The Agreement includes by reference:
* CRYSTAL ERP’s Privacy Statement available on the website or provided to you in writing for the Software you selected;
* Any terms provided separately to you for the Software, including for example, web or email product or program terms, ordering, activation, pricing and payment terms, where applicable.
1.2 An “Affiliate” means all CRYSTAL ERP companies and subsidiaries that directly or indirectly, control or are controlled by CRYSTAL ERP, or are under the common control with CRYSTAL ERP. As used in this Agreement, control means equity ownership of fifty percent (50%) or greater interest in the voting shares held by an entity.
2. LICENSE GRANT AND RESTRICTIONS
2.1 The Software is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to install and use the Software, and CRYSTAL ERP reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, CRYSTAL ERP grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with CRYSTAL ERP’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by CRYSTAL ERP for the Software.
2.2 You acknowledge and agree that the Software is licensed, not sold. You agree not to use the Software in a manner that violates any applicable law, regulation or this Agreement. For example, unless authorized by CRYSTAL ERP in writing, you agree you will not:
* Provide access to or give the Software or any part of the Software to any third party;
* Reproduce, duplicate, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;
* Transfer your license to the Software to any other party without express written permission from CRYSTAL ERP;
* Attempt unauthorized access to any other CRYSTAL ERP systems that are not part of the Software;
* Permit any third party to benefit from the use or functionality of the Software via a rental, lease, time sharing, service bureau, hosting service, or other arrangement; or
* Upload, host, use or access the Software via a time sharing, service bureau, virtualization, application hosting or other remote access arrangement.
If you violate any of these terms, this Agreement and your license to use the Software may be terminated by CRYSTAL ERP in its sole discretion.
3. PAYMENT. For Software licensed on a payment or subscription basis, the following terms apply, unless CRYSTAL ERP notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you for the Software:
a. Payments will be billed to you in Kenya Shillings (KES), and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.
b. You must pay with one of the following:
1. A valid credit card acceptable to CRYSTAL ERP;
2. A valid debit card acceptable to CRYSTAL ERP;
3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
4. By another payment option CRYSTAL ERP provides to you in writing.
c. If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may immediately suspend or terminate your account, terminate your license and refuse any further use of the Software.
d. CRYSTAL ERP will automatically renew your monthly, quarterly, or annual subscription at the then-current rates, as required for you to maintain access to the Software, unless your license to the Software is cancelled or terminated under this Agreement.
e. Additional cancellation or renewal terms may be provided to you on the website for the Software.
3.1 Annual Maintenance Cost (AMC). Unless otherwise stated the software license shall be provided on subscription basis and attract and annual maintenance cost of 25% the licences fee shall be applied.Payments for the AMC shall be remitted before the expiry of the applied period. The Period shall be computed from the engagement date. Should you fail to make the payment before expiry, Crystal ERP shall terminate your account without further notice.
a. Where no written agreement does not exist the AMC shall be applied and shall be calculated at a rate of 25% (Twenty Five Percent) of the license fee.
4. TRIAL VERSIONS AND BETA FEATURES. If you registered for a trial use of the Software (“Trial Period”), you must decide to purchase a Software license within the Trial Period in order to retain any Content (defined in Section 6) that you have entered into the Software, created within the Software data file, posted or uploaded during the Trial Period. If you do not purchase a Software license by the end of the Trial Period, your Content will no longer be available to you. To be very clear, after using the Software during the trial period, if you decide not to purchase the license to the full version of the Software, you will not be able to access or retrieve any of the data you added or created with the software during the trial.
5. YOUR PRIVACY AND PERSONAL INFORMATION. You can view CRYSTAL ERP’s Privacy Statement on the CRYSTAL ERP website, or via a link on the website for the Software you have selected. You agree to be bound by the applicable CRYSTAL ERP Privacy Statement, subject to change in accordance with its terms. Most importantly, you agree:
* To CRYSTAL ERP maintaining your data according to the CRYSTAL ERP Privacy Statement, as part of the Software.
* To give CRYSTAL ERP permission to aggregate your non-personally identifiable data which you enter or upload with that of other users of the Software. By way of example, this means that CRYSTAL ERP may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other users.
* CRYSTAL ERP is a global company and may access or store personal information in multiple countries, including countries outside of the Kenya that may be deemed to have inadequate protections by Data Protection Authorities. When you agree to this Agreement, you agree to this practice.
6.1 You are responsible for your content. You are legally responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”) uploaded, posted or stored through your use of the Software. You grant CRYSTAL ERP a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. You agree not use the Software for any illegal purpose or in violation of any applicable local, state, federal or international law. You are encouraged to archive your Content regularly and frequently. You are responsible for any Content that may be lost or unrecoverable through your use of the Software. You agree that you will not use the Software to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and they also may be reported to law enforcement officials in the appropriate jurisdictions. CRYSTAL ERP is not responsible for the Content or data you provide through your use of the Software.
You agree not to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
a. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
b. Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent’s consent in the case of a minor);
c. Except as otherwise permitted by CRYSTALERP in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
d. Virus, trojan horse, worm or other disruptive or harmful software or data; and
e. Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.
6.2 Community forums. The Software may include access to a community forum to exchange information with other users of the Software and the public. Please use respect when you interact with other users. CRYSTALERP does not support and is not responsible for the accuracy of others’ content in these community forums. Do not reveal information in the community forum that you do not want to make public. Users may post hypertext links to content hosted and maintained by third parties for which CRYSTALERP is not responsible.
CRYSTALERP may, but has no obligation to, monitor Content provided on the community forum. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect CRYSTAL ERP or its customers, or operate the Software properly. CRYSTAL ERP, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6.3 CRYSTAL ERP may freely use feedback you provide. You agree that CRYSTAL ERP may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. You grant CRYSTAL ERP a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use the feedback you provide to CRYSTAL ERP in any way. CRYSTAL ERP will not sell, publish or share your feedback in a way that could identify you without your explicit permission.
7. ADDITIONAL TERMS YOU AGREE TO
7.1 CRYSTAL ERP does not give professional advice. CRYSTAL ERP is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
7.2 We may tell you about other CRYSTAL ERP services. You may be offered other services, features, products, applications, online communities, or promotions provided by CRYSTAL ERP (“CRYSTAL ERP Services”). If you decide to use any of these CRYSTAL ERP Product or Services, additional terms and conditions and separate fees may apply. You acknowledge that in accessing some CRYSTAL ERP Services you may upload or enter data such as names, addresses and phone numbers, purchases, and other data to the Internet. You grant CRYSTAL ERP permission to use information you provide and about your experience so that we can provide the CRYSTAL ERP Services to you, monitor and analyze your use of the services, maintain and update your data, and address errors or service interruptions. We may use this data to improve services, enhance future services, identify potentially relevant offers, and produce anonymous research data. You grant CRYSTAL ERP permission to combine the data you have entered or uploaded with that of others in a way that does not identify you or any individual personally. You also grant CRYSTAL ERP permission to share or publish summary results relating to such research data and to distribute or license such data to third parties.
7.3 We may tell you about third party products or services. Subject to the CRYSTAL ERP Privacy Statement, CRYSTAL ERP may offer products and services on behalf of third parties who are not affiliated with CRYSTAL ERP (“Third Party Products”) or the Software may contain links to third party websites (“Third Party Sites”). You agree that CRYSTAL ERP can use your contact information, including name and address, for the purpose of offering these products to you in accordance with your stated CRYSTAL ERP contact preferences. If you decide to use any Third Party Products or access any Third Party Sites, you are responsible for reviewing the third party’s separate product terms, website terms and privacy policies. You agree that the third parties, and not CRYSTAL ERP, are responsible for their product’s performance and the content on their websites. CRYSTAL ERP is not affiliated with these Third Party Products or Third Party Sites and has no liability for them.
7.4 Communications choices. CRYSTAL ERP may be required by law to send you communications about the Software or Third Party Products. You agree that CRYSTAL ERP may send these communications to you via email or by posting them on one of our sponsored websites. We may also send business communications such as confirmations or notices, which will be delivered to you via email or posted on our websites. You are required to receive these communications. You can choose not to receive some types of communication, such as marketing messages.
7.5 You will track your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Software. If you become aware of any unauthorized access to your Software account, theft or loss of your password, you agree to contact CRYSTAL ERP as soon as possible. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve and enhance the features and performance of the Software.
8. DISCLAIMER OF WARRANTIES
8.1 YOUR USE OF THE SOFTWARE AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CRYSTAL ERP, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. CRYSTAL ERP AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, CRYSTAL ERP DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA TRANSMITTED THROUGH THE SOFTWARE. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
8.2 CRYSTAL ERP AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO BUT IS NOT LIMITED TO THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 (“HIPAA”), THE GRAMM-LEACH-BLILEY ACT OF 1999, THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW.
9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF CRYSTAL ERP, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, CRYSTAL ERP AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET CRYSTAL ERP SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF CRYSTAL ERP AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF CRYSTAL ERP, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.
You agree to indemnify and hold CRYSTAL ERP and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as “Claims”). CRYSTAL ERP reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by CRYSTAL ERP in the defense of any Claims.
10. CHANGES TO THIS AGREEMENT OR THE SOFTWARE. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. Please review the Agreement periodically on the website for changes. We have the right to change any of the terms of this Agreement upon reasonable notice to you. We may also change or discontinue the Software, in whole or in part, including but not limited to, any feature or aspect of the Software, Internet based services, pricing, technical support options, and other product-related policies. Your continued use of the Software after CRYSTAL ERP posts or otherwise notifies you of any changes, indicates your agreement to the changes.
11. TERMINATION. CRYSTAL ERP may immediately and without notice terminate this Agreement or suspend or terminate the license to the Software if you fail to comply with these terms or if you no longer agree to receive electronic communications (see Section 7.4). Upon any termination you must immediately stop using and delete or destroy all copies of the Software and any outstanding payments will become due. Any termination of this Agreement shall not affect CRYSTAL ERP’s rights to any payments due to it. CRYSTAL ERP may terminate a free account at any time. Other requirements regarding termination or cancellation of your license to the Software may apply based on the specific ordering or activation terms for the Software. Sections 1.2, 5, and 8 through 15 will survive and remain in effect even if the Agreement is terminated, cancelled or rescinded.
12. EXPORT RESTRICTIONS. You acknowledge that this website, the Software, and the underlying software may include Kenya technical data subject to restrictions under export control laws and regulations administered by the Kenyan government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in violation of these laws and regulations, directly or indirectly. You also agree not to provide access to any part of the Software to anyone who you have reason to know may use the Software in the development of nuclear, chemical, or biological weapons.
13. GOVERNING LAW AND JURISDICTION. Kenyan law governs this Agreement without regard to its conflicts of laws provisions. To resolve any legal dispute arising from this Agreement, you and CRYSTAL ERP agree to the exclusive jurisdiction of Kenya’s courts in Nairobi County. CRYSTAL ERP does not represent that the Software is appropriate or available for use in all countries. CRYSTAL ERP prohibits accessing materials from countries or states where contents are illegal. You are using the Software on your own initiative and you are responsible for compliance with all applicable laws.
14. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.
15. GENERAL. This Agreement is the entire agreement between you and CRYSTAL ERP and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by a written amendment signed by the parties or as provided in this Agreement in Section 10 above. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You cannot assign or transfer ownership of this Agreement to anyone without the prior written approval of CRYSTAL ERP. However, CRYSTAL ERP may assign or transfer it without your consent to (a) an Affiliate, (b) another company through a sale of assets by CRYSTAL ERP or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement or if your company is acquired by or merged into another company, contact CRYSTAL ERP via an email to: firstname.lastname@example.org.
B. ADDITIONAL TERMS AND CONDITIONS FOR THE SOFTWARE
Your license to use the Software provided by CRYSTAL ERP is subject to the General End User License Agreement terms above and the Additional Terms and Conditions which govern your use of the Software indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General End User License Agreement terms above.
CRYSTAL ERP Crystal Manager SOFTWARE (“Software”).
USE LIMITATIONS. IMPORTANT NOTICE. IF YOU ARE USING THE CRYSTAL ERP Crystal Manager SOFTWARE, ADD-ON PRODUCTS OR RELATED SERVICES, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL END USER LICENSE AGREEMENT TERMS ABOVE. Capitalized terms not otherwise defined below have the meanings provided in the General End User License Agreement.
Your use of the Software, Add-On Products and related Services provided by CRYSTAL ERP are subject to the General Terms above and including these Additional Terms and Conditions which govern your use of the Software, Add-on Products and related Services indicated below. These Additional Terms and Conditions shall prevail over any conflict or inconsistency with the General Terms above.
1. LICENSE GRANT AND RESTRICTIONS. CRYSTAL ERP Inc. (“CRYSTAL ERP”, “us”, “we”, “our”) grants you (“you” and “your” means you or the legal entity identified in the registration process that you are authorized to represent and on whose behalf the Software is licensed) the following rights provided that you comply with all of the terms and conditions of this Agreement. (i) Single User License and Single User Add On Pack Purchasers. You may: (a) install the Software on one computer for access and use by only one specific person; and (b) install the Software on one additional computer (e.g., a laptop that you own and use in your business or a home computer that you own and use in your business), so long as only the same specific person accesses and uses the Software. If you purchased a valid license for the Software and received an Authentic CRYSTAL ERP CD ROM, such CD ROM is your backup copy of the Software. If you purchased a valid license and received the Software pre-installed on a new computer or through an electronic download, you may make one backup copy of the Software, but only for the purpose of reinstalling the Software, if needed, on the single computer or additional computer referenced in (a) and (b) above. You are not allowed to make copies of the printed materials accompanying the Software, if any, or print multiple copies of any user documentation.
(ii) Multi User License and Multi User Add On Pack Purchasers. You may: (a) install the Software on the number of computers equal to the number of licenses you purchased; (b) access and use the Software solely by the number of specific persons corresponding to the number of Computer licenses you purchased, with no substitution of such computers (for example, if you purchased a 3 user license pack and you have 10 employees in your company, the original 3 specific computers that were initially provided with access to and use of the Software, are the only computer licensed to have the Software unless you purchase additional licenses; (c) place a copy of your software data files on a network for access by licensed computers; (d) install the Software on 1 additional computer above the number of the license(s) you purchased, solely to accompany your software data file, and not for use of the Software by another user; and (e) for each user license you purchased, make one copy of the printed materials accompanying the Software, if any, or print one copy of any online user documentation solely for use by licensed users. Notwithstanding (b) above, you may replace a specific user if such user leaves and must be replaced with a new employee.
You are not licensed or permitted under this Agreement to do any of the following: (a) modify, adapt, translate, rent or sublicense (including offering the Software to third parties on an applications service provider or time-sharing basis); (b) assign, loan, resell, transfer or distribute the Software, CD ROM(s), or related materials or create derivative works based upon the Software or any part thereof; (c) network the Software, except that you may network your company data file as outlined in Section B.1.(ii) above if you have purchased the multi-user license version; and (d) copy the Software in whole or part, except as expressly stated in (i), (ii), or (iii) above, or use trade secret information contained in the Software, to develop software to interface with the Software. You agree not to (and not to permit others to):
(i) decompile, disassemble, or otherwise reverse engineer the Software, except as otherwise expressly permitted by applicable law; or
(ii) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright notices) of CRYSTAL ERP or its licensors on or within the Software or any copies of the Software. All license transfers are subject to written approval by CRYSTAL ERP and may be subject to a transfer fee determined by CRYSTAL ERP in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact CRYSTAL ERP at transferlicense@CRYSTALERP.com regarding transferring your license to the new company.
(iii) Unlock License. If you elect to convert from one version of the Software to another (e.g., from the Trial version to the Single User version, from Pro to Premier, etc.) using the unlock purchase process within the Software, your use of the new unlocked version of the Software must be in accordance with the terms and conditions of this Agreement. Once you have unlocked such version, you may no longer use the original version of the Software on any computer.
(iv) If you purchased a subscription license to the Software, the terms of this Agreement, as supplemented by the terms of the subscription, will govern your use of the Software and provided that the duration of such license will be based on the subscription model you have elected.
(v). Any software that is delivered by electronic transmission (regardless of whether a replacement copy is ordered) shall be deemed delivered on the date that CRYSTAL ERP makes such program available for download.
In addition to the Crystal Manager software, the term “Software” includes any other programs, tools, applications, internet-based services, components and any “updates” (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that CRYSTAL ERP provides or makes available to you after the date you obtained your initial copy of the Software. You are entitled to download updates to the Software that CRYSTAL ERP generally makes available to other users of the Software. However, Upgrades (as defined in Section B.6.(3)) to the Software are only made available to subscribers of specified Payroll Services as set forth in Section B.6.(3). Certain Software may be accompanied by, and will be subject to, additional terms and fees may apply.
2. ADDITIONAL TERMS.
A. Timer Program. You may use the Timer program (if available) included with the Software, on all computers used in your business and may make the number of copies of the Timer program required for this purpose.
B. Data Files Transfer to Online. If available, you may have the option for a limited transfer of data files from select versions of the Software to select versions of Crystal Manager Online financial software (see materials accompanying the Software for details). Once the data files are transferred from the Software to online, the Terms of Service for online shall apply to your use of Online System.
D. Software Updates and Programs . If and when you connect to the Internet and use the Software, CRYSTAL ERP may also include updates in the transmission or install programs you may have requested.
E. Help and Support. CRYSTAL ERP may use a variety of methods (e.g., in-product, Internet, chat, e-mail and phone) to provide technical support and customer service in connection with the Software and CRYSTAL ERP Services. The terms and conditions governing the offering of this support, some of which require the payment of an additional fee, are subject to change as announced by CRYSTAL ERP from time to time. Consult the CrystalManager Support Web site (currently, http://support.CRYSTALERP.co.ke/ for the most up-to-date information relating to this support and any associated charges, as well as updates to the Software. By using CrystalManager support, you authorize CRYSTAL ERP to collect certain company data files in order to provide you with a better customer support experience.
F. Crystal Manager Form Designs If you obtain any images from CRYSTAL ERP to be used as forms “backgrounds” in the Crystal Manager Forms Customization feature (additional fees apply), you understand and agree that such designs may only be used with your Crystal Manager forms. For example, you are authorized to use these images on Crystal Manager forms that you print or email. You may also order matching business cards and other promotional print items that CRYSTAL ERP offers. You may also customize Crystal Manager forms with these images on behalf of your clients who use Crystal Manager. However you may not resell these images nor use them for any other purposes, including use on third party generated materials such as forms, web-based materials, or other custom printed business identity products.
3. Online Data Transfer (not applicable for Software and Trial versions that do not include access to the Online Data Transfer feature).
You may have the option to transfer your data files from the Software to CRYSTAL ERP’s online servers (the “Online Data Transfer”) in order to facilitate certain interoperability, data integration, and data access between the Software and certain supported ancillary services you may sign up for and use in connection with the Software (the “Ancillary Services”). Separate fees may apply. In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the Software, (ii) have Internet access, and (iii) and may need to be an active subscriber to the Ancillary Services. If you select the Online Data Transfer option, a copy of all or part of your company, data files will be transferred via the Internet to CRYSTAL ERP’s servers (the “Transferred Files”); where you grant CRYSTAL ERP the right and license to (i) host and maintain the Transferred Files and (ii) use the Transferred Files to make the Ancillary Services available to you, (iii) reformat and manipulate the Transferred Files as reasonably necessary for the data to function with the Ancillary Services. Your original data files will remain in the Software. If you are signed-up for any Ancillary Services that support Online Data Transfer, you will then have the option to have the Transferred Files sent to any of those supported Ancillary Services (a “Data Transfer”). If you are no longer signed-up for an Ancillary Service, you will no longer be able to process Data Transfers to that Ancillary Service.
If you authorize a Data Transfer for a third party Ancillary Service, you authorize CRYSTAL ERP to provide the Transferred Files to the third party provider of such Ancillary Service in order to provide the Ancillary Service to you. You agree and acknowledge that CRYSTAL ERP has no control over any third party Ancillary Services. Your use of the Ancillary Service may be subject to additional terms and conditions. CRYSTAL ERP does not have any liability whatsoever for any actions or inactions on the part of the Ancillary Services resulting in your inability to use the Online Data Transfer feature or otherwise use the Ancillary Services in connection with the Software.
4. SAVINGS FEATURE.
(i) Relationship with CRYSTAL ERP. You may be presented with the opportunity to browse and buy from a number of featured suppliers and retailers from within Crystal Manager. CRYSTAL ERP does not represent or endorse the aggregator, nor any of the participating suppliers or retailers (“Suppliers”) of the Savings Feature, nor any of the products or services offered by them. CRYSTAL ERP is not a party to the dealing, contracting and fulfillment of transactions between any individual user and a Supplier providing products or services. The Suppliers listed as part of Savings Feature are not employees or agents of CRYSTAL ERP. CRYSTAL ERP has no control over and does not guarantee the quality, safety or legality of Suppliers’ advertised products or services, the truth or accuracy of Supplier listings, or the ability of Suppliers to deliver products or services, or that a Supplier can or will actually complete a purchase, return, exchange or other transaction. Any Supplier information presented as part of the Savings Feature is populated with information from third-party sources, from Suppliers themselves and from other users. CRYSTAL ERP provides this information as a convenience and does not confirm or verify the information. All rights and obligations for the purchase, sale, return or exchange of Suppliers’ products or services are solely between the purchasor of the products or services and the Supplier. You and the Supplier must look directly and solely to each other for enforcement and performance of all the rights and obligations arising from the dealings and transactions between yourselves.
(ii) Disputes. Any disputes in connection with products or services provided by Suppliers or payments, returns or exchanges made by you for such products or services remain between you and the Suppliers. You acknowledge that CRYSTAL ERP will not be a party to any such dispute. If you have a dispute with any other user or Supplier, you must address such dispute with the user or Supplier directly. If you have reason to believe a dispute involves a violation of the terms of this Agreement, you may report such violation via the procedure set forth in the Savings Feature but CRYSTAL ERP will not be obligated to take any other action or refrain from taking any other action toward resolving any such dispute.
(iii) Release of Claims. Because CRYSTAL ERP does not and cannot be involved in user-to-user or purchasor-to-retailer dealings or control the behavior of participants using the Savings Feature, if you have a dispute with one or more users or Suppliers, you hereby release CRYSTAL ERP and its affiliates from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
3. SATISFACTION GUARANTEED/LIMITED WARRANTY.
(i) Satisfaction Guarantee. If you are not satisfied with the Software and (a) You purchased the Software from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund. If the store is unable or unwilling to issue a refund or you obtained the Software directly from CRYSTAL ERP, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to CRYSTAL ERP Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to CRYSTAL ERP Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334. (b) You obtained the Software directly from CRYSTAL ERP via an Internet download, you may submit a written request to CRYSTAL ERP including your name, contact and product order information to CRYSTAL ERP Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004. (c) The Software was pre-installed on your computer when you bought it, or if CDROMs came packaged with your computer at no extra charge, follow the manufacturer’s applicable return policy; or (d) You obtained the Software by downloading it on your computer, contact the provider of the download site.
(ii) Limited Warranty. (a) If the CDROM on which the Software is stored is defective, then return the CD ROM to CRYSTALERP Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 within 60 days of shipment (or in the case of a retail purchase, within 60 days of purchase) with a dated receipt or packing slip, and a replacement CDROM will be mailed to you; (b) If more than 60 days has elapsed from the purchase date and the CDROM is defective and you would like a replacement while that version is still commercially available, you may obtain a replacement by sending your defective CD ROM and a check for the applicable amount published by CRYSTAL ERP (additional fees may apply per replacement), plus applicable taxes, to CRYSTAL ERP at the address listed above. (For all orders shipped within the U.S., please add all applicable shipping and handling charges, state and local sales tax as well as tax on shipping and handling based on your shipping address); (c) If the Software was pre-installed on your computer when you bought it, or if CD ROMs came packaged with your computer at no extra charge, and the Software is defective or was installed improperly, you may obtain replacement CD ROMs from the company that manufactured your computer, at its option, by sending your request stating the nature of the problem, plus a copy of your dated receipt for the computer on which the Software was installed, to the manufacturer of the computer; or (d) If you obtained the Software by downloading it on your computer and the Software installed improperly, contact the provider of the download site.
The CRYSTAL ERP Software is subject to CRYSTAL ERP’s discontinuation policy and CRYSTAL ERP reserves the right to discontinue all support for the CRYSTAL ERP Software, and/or for any features, online or other services or content accessible through the CRYSTAL ERP Software in accordance with its current discontinuation policy. If the CRYSTAL ERP Software offers services that require a connection to an CRYSTAL ERP server (including Internet-based services), such as downloading financial data from a participating bank, credit union, credit card, brokerage, mutual fund accounts, online bill paying, and downloading stock/fund quotes and news, such services may expire in accordance with CRYSTAL ERP’s current discontinuation policy.
CRYSTAL ERP’s current discontinuation policy is to provide support for the CRYSTAL ERP Software and for online and other services or content accessible through the CRYSTAL ERP Software for the most current version of the CRYSTAL ERP Software plus the prior two years’ versions. More information about the discontinuation policy relating to the CRYSTAL ERP Software is available at http://support.CrystalManager.CRYSTALERP.com/support/DiscontinuationPlan.aspx.
5. HEALTH INFORMATION AND PRIVACY. If you intend to use the Software, related services and content in conjunction with the medical or health information of particular individuals, you acknowledge and agree that the Software, related services and content are not “HIPAA-ready” or “HIPAA-compliant” and will not assist with or ensure compliance with HIPAA, and that you are solely responsible for using the Software, related services and content in a manner consistent with all applicable federal and state privacy laws relating to medical or health information.
6. TERMS FOR PAYROLL PRODUCTS AND SERVICES.
Crystal Manager Payroll Subscription Services (together the “Payroll Services”)
(1) Crystal Manager Basic Payroll, Standard Payroll, Enhanced Payroll, Enhanced Payroll for Accountants, and Enhanced Payroll Plus (“Basic”, “Standard or Enhanced Payroll”). (Not applicable for Software and Trial versions that do not include access to the applicable Basic, Standard or Enhanced Payroll Service.) In order for you to calculate federal and state payroll taxes, you must (i) have registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Basic, Standard or Enhanced Payroll service. You may subscribe to the applicable Basic, Standard or Enhanced Payroll through the Software by clicking on the appropriate Employee menu item from within the Software. The applicable Basic, Standard or Enhanced Payroll service will begin after we receive and process all the information requested, including your credit card or bank account information. You must have a valid credit card or a valid debit card with a Visa or MasterCard logo (“Card”) or sufficient funds in a U.S. checking or savings account to cover an electronic debit of the subscription fee to obtain the applicable Basic, Standard or Enhanced Payroll, except as described below. The information you provide must be accurate and complete. When you subscribe and provide payment information, your Card or bank account will be debited and will be automatically re-debited at the beginning of each applicable monthly or one-year subscription term of the Basic, Standard or Enhanced Payroll (“Renewal Term”) at the then current subscription rate to maintain the Basic, Standard or Enhanced Payroll service. You may notify us to cancel the Basic, Standard or Enhanced Payroll service prior to the beginning of each Renewal Term. If, during a Renewal Term, the Basic, Standard or Enhanced Payroll service for your version of the Software is discontinued by us, CRYSTALERP shall refund to you the prorated amount of the subscription fee for the period of time you were unable to use the Basic, Standard or Enhanced Payroll.
Basic, Standard and Enhanced Payroll purchased at retail will begin after you activate Basic, Standard or Enhanced Payroll, which activation must be no later than ninety (90) days from purchase or the date marked on the outside of your CrystalManager Payroll box, whichever is earlier.
For each registered copy of the Software, you must purchase a separate subscription for Basic, Standard or Enhanced Payroll. For the purposes of Basic, Standard or Enhanced Payroll subscriptions, CrystalManager Pro, CrystalManager Premier Multi-user pack, or an Enterprise Solutions Business Management Software user pack is considered a single registered copy of the Software. If you are using one of the aforementioned versions of the Software, you will need only one subscription to the applicable Basic, Standard or Enhanced Payroll service.
We strongly recommend you connect to Basic, Standard or Enhanced Payroll to validate your subscription and receive the most current payroll tax updates at least once every 45 days. Failure to update within 45 days may result in inaccurate withholding from payroll and you hereby assume any and all liability resulting from any inaccurate withholding resulting from a failure to update. Also, as a safety measure, and due to the changes in payroll tax rates, if your subscription to the Basic, Standard or Enhanced Payroll Service expires, you will be unable to continue to process payroll using tax tables or tax forms in Crystal Manager. In the event this occurs, connect with Basic, Standard or Enhanced Payroll, bring your subscription account current if necessary, get the latest payroll updates, and you will again be able to process payroll.
License Grant and Restrictions. If and when you subscribe to Basic, Standard or Enhanced Payroll and pay the applicable subscription fee, CRYSTAL ERP grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms (for Standard and Enhanced Payroll only), when available, and documentation (“Payroll Updates”) within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Payroll Updates except with the Software. You may only use or install updates to Basic, Standard or Enhanced Payroll on the computer(s) used by individual(s) for whom you have purchased a license to the Software. You may not process payroll for any other person, company or legal entity without a valid subscription to the Enhanced Payroll for Accountants payroll service.
Certain Basic, Standard or Enhanced Payroll services may have restrictions on the number of employees for whom payroll can be processed. When you purchase an employee-limited service, the service will allow you to process payroll for up to a certain number of employees. If you wish to process payroll for more employees, you may be required to choose a higher level of service or pay an additional fee. If you wish to process payroll for fewer employees, you must choose a lower level of service. “Employees” refers to all employees paid on the computer(s) used by the individual(s) for whom you have purchased a license to the Software. We may collect and make use of information about how many employees you pay and may suggest the right level of payroll service for you based on that information.
Termination and Amendment. Your rights to the Basic, Standard or Enhanced Payroll subscription may be terminated by CRYSTAL ERP immediately and without notice if you fail to comply with any term or condition of this Agreement or if CRYSTAL ERP is unable to debit your Card in accordance with this Agreement. CRYSTAL ERP shall have the right to change or add to the terms or conditions of the Basic, Standard or Enhanced Payroll service at any time (provided that it is not CRYSTAL ERP’s intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing the Basic, Standard or Enhanced Payroll service and/or the subscription fee, and to change, delete, discontinue or impose conditions on any feature or aspect of the Basic, Standard or Enhanced Payroll service. In this event you will receive notice of such change, typically via email or on www.Crystal Manager.com. For the latest version of the terms or conditions of the Basic, Standard or Enhanced Payroll service, go to www.payroll.com, or such other site designated by CRYSTAL ERP. The Payroll Service does not include access to the Internet for connecting to Basic, Standard or Enhanced Payroll, nor does it include furnishing advice of deductions. Basic, Standard or Enhanced Payroll does not include information regarding selected local and state taxes. Basic, Standard or Enhanced Payroll operates only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow CRYSTAL ERP to install them electronically) or purchase an upgrade version of the Software to continue using Basic, Standard or Enhanced Payroll. All users in a multi-user environment must be using valid licensed copies of the same version year of the Software.
Electronic Filing and Payment of Payroll Tax for Enhanced Payroll. You must have a supported version of Crystal Manager and a current subscription to Enhanced Payroll in order to electronically file and pay your payroll taxes (“Transaction”) using Crystal Manager. If you choose to file and/or pay your Transaction electronically, it will be forwarded to CRYSTAL ERP’s Electronic Filing Center where CRYSTAL ERP will convert it to a standardized format and transmit it to the applicable federal and/or state taxing authority (the “Electronic Filing Services”). You are responsible for verifying the status of your Transaction to confirm that it has been received and accepted by the applicable taxing authority, and if necessary, for filing and paying it manually in the event that the taxing authority rejects your Transaction (e.g., incorrect bank account number, invalid pin, duplicate payment). Except to the extent required by applicable law, CRYSTAL ERP has no obligation to store, maintain or provide to you any information you provide to CRYSTAL ERP, and you agree to print and save a copy of your Transaction for your records. By using this system to prepare and submit your Transaction, you consent to the disclosure to the IRS and any other tax or revenue authority of all information pertaining to your use of the Electronic Filing Services. Using the system to prepare and submit your Transaction with state taxing authorities is subject to availability. Some Transactions may go through the Automated Clearing House (the “ACH”), and you agree that your Transactions will be governed by the ACH rules. You warrant to CRYSTAL ERP everything that CRYSTAL ERP must warrant as an ACH Originator, and you accept any liability you or CRYSTAL ERP may incur which is caused by your Transactions. If CRYSTAL ERP tells you that information concerning your Transactions has changed, you must use this corrected information in the future to initiate Transactions.
You authorize CRYSTAL ERP to send Transactions, electronically or by any other commercially accepted method, to the appropriate financial institution or taxing authority. You also authorize and direct the institution which holds your demand deposit account, identified when you sign up, or any other account you identify when using the Enhanced Payroll Service in the future (“Your Account(s)”), to charge each debit to Your Account(s) and pay that amount to the government agency. You authorize CRYSTAL ERP and its agents (if applicable) to enroll you with the appropriate taxing authorities for the purposes of e-filing and e-payment at our discretion. This authorization remains in effect until you notify CRYSTAL ERP that this authorization is revoked.
*Note: You understand that certain features in the payroll tax electronic filing and payment service may be in beta and are not final. As a result, the payroll tax electronic filing and payment service may contain errors, “bugs” and other problems which may result in the failure of your Transaction to be filed or paid with the appropriate taxing authority. You agree that CRYSTAL ERP may contact you in order to assist you with the service and to obtain information needed to determine and fix any error.
Satisfaction Guarantee. If You are not satisfied with the Basic or Enhanced Payroll Subscription and (a) You purchased the Subscription from a retail store, you may uninstall and delete all copies of the Software from your computer(s) and return it within 60 days of purchase to the store where you purchased your license with a dated receipt for a full refund of the purchase price. If the store is unable or unwilling to issue a refund or you obtained the Subscription directly from CRYSTAL ERP, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days of purchase via U.S. mail to CRYSTAL ERP Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to CRYSTAL ERP Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334; or (b) You obtained the Subscription directly from CRYSTAL ERP via an Internet download, you may submit a written request to CRYSTAL ERP including your name, contact and product order information to CRYSTAL ERP Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004.
Other Services. The use by you of the Payroll Services, including but not limited to, Direct Deposit may be subject to your acceptance of separate agreements in addition to the terms of this Agreement. Application forms and information to subscribe to the Direct Deposit services are provided through the Software. You may sign up to use the Direct Deposit option only if you are an active subscriber to the Services.
Active payroll subscribers may have access to additional CRYSTAL ERP offerings during the term of their subscription on a when-and-if available basis. Any additional CRYSTAL ERP offerings provided during the active subscription cease immediately when the active subscription terminates.
YOU ASSUME FULL RESPONSIBILITY FOR THE USE OF THE PAYROLL SERVICES TO ACHIEVE YOUR INTENDED PURPOSES, FOR THE PROPER INSTALLATION AND USE OF THE PAYROLL SERVICE AND FOR VERIFYING THE RESULTS OBTAINED FROM USE OF THE PAYROLL SERVICE. IN ADDITION TO THE OTHER DISCLAIMERS IN THIS AGREEMENT, CRYSTAL ERP AND ITS SUPPLIERS DISCLAIM ANY WARRANTY THAT THE PAYROLL SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PAYROLL SERVICE WILL BE UNINTERRUPTED OR ERROR FREE.
(2) Crystal Manager Assisted Payroll and Assisted Advantage Payroll Service (“Assisted Payroll”). (Not applicable for Software and Trial versions that do not include access to the Crystal Manager Assisted Payroll Service and/or Direct Deposit Option). In order for you to calculate federal and state payroll taxes, you must have (i) registered the Software, (ii) have Internet access, and (iii) subscribe to the applicable Assisted Payroll service. You may subscribe to Assisted Payroll through the Software. From time to time you may need to install updates or upgrades (or allow CRYSTAL ERP to install them electronically) or purchase an upgrade version of the Software to continue using Assisted Payroll. All users in a multi-user environment must be using licensed copies of the same version year of the Software. You are solely responsible and liable for the security of and controlling any access to or use of any forms W-2 viewed and/or saved on your computer. You agree that CRYSTAL ERP is not and shall not be responsible for the accuracy of any forms W-2.
License Grant and Restrictions. CRYSTAL ERP grants you a limited non-exclusive license to use the tax tables, selected payroll tax forms, when available, and documentation within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may only use or install updates to Assisted Payroll on the computer(s) used by the individual(s) for whom you have purchased a license to the Software.
Termination and Amendment. Your rights to the Assisted Payroll service subscription may be terminated by CRYSTAL ERP immediately and without notice if you fail to comply with any term or condition of this Agreement. CRYSTAL ERP shall have the right to change or add to the terms or conditions of Assisted Payroll at any time (provided that it is not CRYSTAL ERP’s intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), and to change the method of delivering or accessing Assisted Payroll and/or the subscription fee and to change, delete, discontinue or impose conditions on any feature or aspect of the Assisted Payroll service. Assisted Payroll does not include furnishing payroll advice, information regarding local taxes and certain state taxes. Service availability and additional terms and conditions of Assisted Payroll are provided within the Crystal Manager Assisted Payroll Services Agreement.
You understand that if you subscribe to the Assisted Payroll and/or Do It Yourself Payroll service and you use the service to process payroll fraudulently, CRYSTAL ERP will share your name and other information we collect with similar payroll processors in an attempt to collect outstanding amounts you owe to CRYSTAL ERP and other payroll processors.
Satisfaction Guarantee. If You are not satisfied with the Assisted Payroll Subscription and (a) You obtained the Subscription directly from CRYSTAL ERP, you may uninstall and delete all copies of the Software and return the Software with a dated receipt or packing slip within 60 days from submission of your first payroll for a full refund of your sign-up fee and transaction fees via U.S. mail to CRYSTAL ERP Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004 or via UPS to CRYSTAL ERP Inc., Returns Department, 110 Hidden Lake Circle, Duncan, SC 29334; or (b) You obtained the Subscription directly from CRYSTAL ERP via an Internet download, you may submit a written request to CRYSTAL ERP including your name, contact and product order information to CRYSTAL ERP Inc., Returns Department, PO Box 19004, Greenville, SC 29602-9004.
(3) Upgrades and Updates. Certain versions of the Payroll Services include automatic future Upgrades (i.e., the most current version of the Software) on a when-and-ifavailable basis. If you are entitled to receive an Upgrade, you may be required to accept different software license terms and conditions.
If your Services subscription expires (for example you cancel or don’t renew your subscription) or terminates (for example if CRYSTAL ERP is unable to debit your Card for the Service), CRYSTAL ERP has the right to withhold the shipment of Upgrades, and even if CRYSTAL ERP ships such Upgrades to you after your subscription has terminated or expired, you are not authorized to install such Upgrades. In addition, you will no longer be entitled to receive updates.
(4) Direct Deposit.
(a) Sign Up/Activation. In order for you to access the Direct Deposit service you must (i) have a valid subscription to the Software, and (ii) sign up for Direct Deposit. The Direct Deposit service will begin after CRYSTAL ERP receives and processes all the information, including any credit card or bank account information, requested by the sign up form. Processing your information may include submitting your sign up information to third parties such as your bank, credit reporting agencies and/or other agencies CRYSTAL ERP may use to validate your identity and/or credit history. We may also receive and review credit or similar reports on your business and its principals provided by such third parties. Therefore the information you provide CRYSTAL ERP must be accurate and complete or direct deposits may not be made, and we will be unable to perform the Direct Deposit service for you.
(b) Use and Restrictions. You may use Direct Deposit only for direct deposits payments to your employees for payroll purposes or to your vendors (including both 1099 and non-1099 vendors) (collectively, the “Payees”). You may fund your direct deposit payments to your Payees (“Payments”) by initiating electronic withdrawals within the Software from the demand deposit account of the financial institution you identified on the sign up form (“Your Account”). You may identify other financial institutions in the future to fund the direct deposit payments to your Payees. Under certain circumstances CRYSTAL ERP may use wire draw down requests or other funding methods (collectively “Debits”) to fund your direct deposits. Debits will also be initiated to pay fees for the Direct Deposit service and any adjustments to those fees. You will send Payments over the Internet in an online session (a “Transaction”). At the end of your Transaction, we will confirm that we have received it. Your Transaction will not be processed if you do not receive our confirmation before the Transaction is over. However, a confirmation does not mean that your Transaction is error-free, and if errors are detected later we may be unable to complete your Transaction. We will make reasonable efforts to tell you if we cannot complete your Transaction. Transactions taking place after certain processing deadlines may be considered to occur on the next business day.
Special processing fees may apply to some Transactions. We may establish certain security limits on Transactions we process, such as a maximum number or dollar amount of Transactions. We may change these limits from time to time and may choose not to disclose them.
The Direct Deposit service does not include access to the Internet for connecting to the Direct Deposit service, nor does it include furnishing advice of deductions or direct deposit to Payees. Optional special processing requests may be available as part of the Direct Deposit service for an additional charge.
(c) Licensee Responsibilities. You must send us your Transaction prior to the applicable processing lead time stated within the Service or your Transaction may not be processed. Typically, Payments must be submitted at least two business banking days before the due date. CRYSTAL ERP reserves the right to change these applicable processing lead times from time to time, and you should refer to the lead times stated within the Service for the most up to date information. Debits will be charged to Your Account one business banking day before the pay date of the applicable Payment and you must have sufficient funds in Your Account to fulfill your Transaction on that date. After that, no interest or earnings will accrue to you and CRYSTAL ERP will hold the money until the Payments are made. Once your Payments are complete and submitted you may recall and resubmit them until we send them to Automated Clearing House (the “ACH”) network. You are solely responsible for verifying that all Payments have been received and are accurate. You must keep any payroll, vendor, tax or other records you need for reference, even though we may have information about the Payments in our files.
(d) Authorization and Agreement for Direct Payments (ACH Debits). You acknowledge and agree that (i) most Transactions will go through the Automated Clearing House (the “ACH”), (ii) your Transactions will be governed by the ACH rules, and (iii) the origination of ACH transactions to Your Account must comply with the provisions of U.S. law. You must indemnify and defend CRYSTAL ERP against any claims or lawsuits, including attorneys’ fees that arise from or result from your Transactions. If CRYSTAL ERP tells you that an account number or other information concerning your Transactions has changed, you must use this corrected information to initiate future Transactions. You authorize CRYSTAL ERP to (a) initiate debit entries to Your Account and to debit the same to such account, and (b) send Transactions electronically or by any other commercially accepted method to Your Account. You authorize and direct the depository financial institution that holds Your Account to (x) charge each Debit to Your Account and pay that amount to CRYSTAL ERP, and (y) respond to inquiries from CRYSTAL ERP regarding your information and Your Account. This authorization will remain in full force and effect until CRYSTALERP has received written notification from you of its termination in such time and in such manner as to afford CRYSTAL ERP and the depository financial institution that holds Your Account a reasonable opportunity to act on it.
(e) Representations and Warranties. You represent and warrant to CRYSTAL ERP that (i) each person or entity to whom you send Payments has authorized the Payments and any necessary adjustments to be applied to his, her or its account, (ii) at the time any Payment is made you have no actual knowledge that the authorization has been revoked or terminated, (iii) your Payments comply with the laws that apply to them, (iv) that you have authorization to make withdrawals to Your Account and (vi) that all the information you provided to enter into the Agreement is true and correct.
(f) Password Security. You create or ask CRYSTAL ERP to issue a user ID and/or password to initiate Transactions. You are the only person authorized to use your user ID and/or password and for maintaining the confidentiality of your user ID and/or password. You shall not permit or allow other persons to have access to or use your user ID and/or password, except if you choose to share your user ID and/or password with your agents. You are responsible for the use of the Software and Direct Deposit service under your user ID and/or password. You authorize and direct CRYSTAL ERP and all impacted financial institutions to carry out all Transactions initiated with your user ID and/or password. If your password is compromised, you must change your password and notify CRYSTAL ERP immediately to prevent unauthorized use of your account.
(g) Your Account. CRYSTAL ERP may refuse to process your Transaction if it reasonably believes that Your Account balance is insufficient to cover the dollar amount of the Transaction or for any other reason CRYSTAL ERP deems reasonable. If any amount debited against you is dishonored or returned for any reason, such as, but not limited to, non-sufficient funds, account closed, inability to locate account, or reversal by you and/or your bank, CRYSTALERP may; a) reverse any corresponding credit issued to CRYSTAL ERP, you, your Payees or any other party without liability to you or any other party, (b) reverse direct deposit transactions, (c) refuse to perform further Services, (d) apply any money currently held by CRYSTAL ERP to any amount owed to CRYSTAL ERP by you, (e) charge you a one-time insufficient funds penalty fee, (f) report this information to any and all credit agencies and/or financial institutions and/or (g) immediately terminate this Agreement. CRYSTAL ERP may assess and collect interest at the rate of one and one-half percent (1.5%) per month (18% per annum) on any amounts owing and unpaid ten (10) days after demand. If further collection attempts are required, all CRYSTAL ERP’s collections costs, including any costs associated with termination of this Agreement and including but not limited to, attorney fees, where permitted by law, will be charged to you. This section shall, to the extent applicable, survive the termination of this Agreement.
(h) General. Any sales, use or other taxes payable on the Direct Deposit service that we must pay will be collected in the same way your fees are paid. CRYSTAL ERP may review your use of the Direct Deposit service, your credit status or other factors periodically, including submitting your information to third parties such as your bank, credit reporting agencies and/or other agencies used to validate your identity and/or credit history, and/or reviewing credit or similar reports on your business and its principals provided by these third parties. CRYSTAL ERP may terminate your participation in the Direct Deposit service after such a review. If you (i) default in the payment of any sum of money hereunder, (ii) default in the performance of any other obligations under this Agreement, or (iii) commit an act of Bankruptcy or become the subject of any proceeding under the Bankruptcy Act or become insolvent, or if any substantial portion of your property becomes subject to levy, seizure, assignment, application for sale for or by any creditor or governmental agency, then, in any such event, CRYSTAL ERP, at its option, may, upon written notice thereof, (a) terminate the Agreement, (b) declare all amounts due and to become immediately due and payable and/or (c) require you to deposit an amount equal to its average future monthly or annual processing charges to prepay for any future processing.
(i) Termination. Your access to and use of the Direct Deposit service may be terminated by CRYSTAL ERP in accordance with the termination provisions in Sections 14 and B.4 of the Agreement. You may terminate your use of the Direct Deposit service by notifying us that you no longer wish to use the Direct Deposit service. Access to the Direct Deposit service will remain in effect until we have a reasonable opportunity to act on the notice. If you terminate the Direct Deposit service, no fees you have paid will be refunded.
Your initial purchase of the Employee Organizer includes a one-year subscription to the Employee Organizer Employment Regulations Update Service including the “Ask An Employment Question” e-mail inquiry service provided through CCH Incorporated (“Regulations Guide”). When you purchase the Employee Organizer and provide payment information, your Card or bank account (if CRYSTAL ERP accepts this form of payment for the Employee Organizer and/or the Regulations Guide) will be debited and will be automatically re-debited at the beginning of each subsequent one-year term subscription to the Regulations Guide at the then current subscription rate to maintain the Regulations Guide unless you notify us to cancel the Regulations Guide prior to the beginning of the new one-year term. If you cancel your subscription to the Regulations Guide you bear all risk for any inaccuracies, liability or penalties resulting from your use of any outdated information.
License Grant and Restrictions. If and when you (i) purchase the Employee Organizer and (ii) pay the appropriate subscription fee annually, CRYSTAL ERP grants you a limited non-exclusive license to use Regulations Guide within the United States, provided that you comply with all of the terms and conditions of this Agreement. You may not use the Regulations Guide except with the Software. You may only use or install updates to the Regulations Guide on the computer(s) used by individual(s) for whom you have purchased a license to the Software.
Termination and Amendment. Your rights to the Regulations Guide subscription may be terminated by CRYSTAL ERP immediately and without notice if you fail to comply with any term or condition of this Agreement or if CRYSTAL ERP is unable to debit your Card or your bank account (if CRYSTAL ERP accepts this form of payment for the Employee Organizer and/or the Regulations Guide) in accordance with this Agreement. If you do not renew your subscription to Employee Organizer, and/or Regulations Guide, or cancel your subscription or are terminated from service, you will still be able to use the Employee Organizer to access the data you have entered with respect to your employees on your currently installed version of the Software. However, if you install any subsequent updates to the Software, Employee Organizer shall be disabled and the data you have entered with respect to your employees will be rendered inaccessible.
CRYSTAL ERP shall have the right to change or add to the terms or conditions of this Agreement (provided that it is not CRYSTAL ERP’s intent that such change substantially affect the license rights granted to you and for which consideration was paid by you), relating to the Employee Organizer, the Regulations Guide, the method of delivering or accessing the Regulations Guide, and the fees for the Employee Organizer and/or the Regulations Guide at any time and to change, delete, discontinue or impose conditions on any feature of aspect of the Employee Organizer and Regulations Guide. In this event you will receive notice of such change, typically via email or on www.Crystal Manager.com or such other site designated by CRYSTAL ERP. The Regulations Guide does not include access to the Internet, nor does it include furnishing of legal advice. The Employee Organizer and the Regulations Guide operate only with a compatible version of the Software; so from time to time you may need to install updates or upgrades (or allow CRYSTAL ERP to install them electronically) or purchase an upgrade version of the Software to continue using the service. All users in a multi-user environment must be using licensed copies of the same version of the Software. Your use of the Employee Organizer and/or the Regulations Guide indicates that you have read this Agreement and agree to its terms.
(6). THIRD PARTY NOTICES. The Software contains MYSQL Community Server, GNU General Public License Oracle Corporation. Crystal Reports 8.5, Seagate SoftWare, Under Seagate software terms and Conditions. All rights reserved. Adobe and Flash are trademarks of Adobe Systems Incorporated. Adobe software products are subject to the Adobe End User License Agreement found here: http://www.adobe.com/products/eulas/pdfs/Reader_Player_AIR_WWEULA-Combined-20080204_1313.pdf
© 2014 CRYSTALERP LTD. All rights reserved.
P. O. Box 44934
Date: As of January 2010