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END-USER LICENSE AGREEMENT FOR SIMPLEST SOFTWARE

IMPORTANT—READ CAREFULLY:

This End-User License Agreement ("Agreement") is a legal contract between you (either an individual or a single business entity) and Simplest, Inc., a Florida corporation (“SIMPLEST”) for the SIMPLEST software product, which includes computer software and, as applicable, associated media, printed materials, and "online" or electronic documentation (the "Software Application").

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​BY CLICKING THE [ENTER] OR [ACCEPTED] ICON BELOW, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE APPLICATION, AND EXIT NOW.

Following acceptance of this Agreement, you install and execute use one (1) registered copy of the Software Application.

Use on a PC/Workstation.

You may install the single registered copy on one hard disk or other storage device for one computer, and you may access and use the Software Application at that location so long as only one copy of the Software Application is in operation. If you are a private business rather than an individual, you may authorize the personnel associated with your business to use the Software Application, but only one person at a time, on one computer at a time. The primary user of the computer on which the Software Application is installed may make a second copy for his or her exclusive use on a backup or portable computer, so long as each registered copy of the Software Application is used on only one computer at a time.

Use on a Network.

You may store, install and access the registered version of the Software Application through an internal network, provided that you must obtain and pay for a license for each workstation that will access the Software Application through the network. For instance, if 5 different workstations will access the Software Application on the network, each workstation must have its own paid-up license, regardless of whether the workstations use the Software Application at different times or concurrently.

The Software Application may include file extraction subsystems or data files (together “Extraction Subsystem”). Any file Extraction Subsystem included in the Software Application may be used at workstations licensed to use the registered version of the Software Application to create an unlimited number of freely distributable, royalty-free self-extracting ZIP files. Self-extracting ZIP files created by the Extraction System contain, among other things, a portion of the Extraction System, including copyrighted software, proprietary notices, and identifying information (the "Extraction Software"). No registered user, nor anyone else, may alter or modify the Extraction Software. You cannot give anyone else permission to modify the Extraction Software. COMMERCIAL RESALE OR DISTRIBUTION OF SUCH DATA FILES IS NOT AUTHORIZED AND IS STRICTLY PROHIBITED.

 

OTHER LIMITATIONS:

You may NOT (a) transfer any of your rights under this Agreement; (b) rent, lease or lend the Software Application; (c) reverse engineer, decompile, or disassemble the Software Application; (d) remove, alter, or obscure any proprietary notices on the Software Application or related materials; (e) use the Software Application or related materials in any manner that violates applicable laws or regulations; (f) interfere with or disrupt the integrity or performance of the Software Application; (g) attempt to gain unauthorized access to the Software Application or its related systems or networks; (h) use the Software Application or its related systems or networks to transmit any viruses, malware, or malicious code; or (i) exceed the scope of the license granted herein or any usage limits specified in this Agreement.

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SIMPLEST may provide you with support services related to the Software Application ("Support Services"). Use of Support Services is governed by SIMPLEST policies and programs described in the user manual, in "online" documentation, and/or in other SIMPLEST-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software Application and subject to the terms and conditions of this Agreement. With respect to technical information you provide to SIMPLEST as part of the registration of your license to the Software Application or in connection with the Support Services, SIMPLEST may use such information for its business purposes, including for product support and development.

 

Without prejudice to any other rights, SIMPLEST may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement or if you violate any SIMPLEST use policy which SIMPLEST posts at SIMPLEST's web site.  Without limiting the foregoing, if you are paying for use of the Software Application or related products or services on a subscription basis, SIMPLEST may terminate this Agreement should you fail to make timely payment. In such an event, you must destroy all copies of the Software Application and all of its components, parts, and SIMPLEST may suspend or deactivate your use of the Software Application with or without notice.

PROPRIETARY RIGHTS:

Copyright. All title and copyrights in and to the Software Application (including, without limitation, any copyrightable works incorporated into the Software Application), the accompanying media and printed materials, and any copies of the Software Product are owned by SIMPLEST or its suppliers. The Software Application is protected by copyright laws and international treaty provisions. Therefore, you must treat the Software Application like any other copyrighted material, subject to the provisions of this Agreement.

 

U.S. Government Restricted Rights. The Software Application and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software — Restricted Rights at 48 C.F.R. 52.227-19, as applicable. The manufacturer for such purpose is Simplest, Inc., a Florida corporation.

 

Submissions. Should you decide to transmit to SIMPLEST's Web site by any means or by any media any materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, you agree such submissions are unrestricted and shall be deemed non-confidential and you automatically grant SIMPLEST and its assigns a nonexclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, display and perform the same.

DISCLAIMER OF WARRANTY:

THIS SOFTWARE AND THE ACCOMPANYING FILES ARE PROVIDED "AS IS." SIMPLEST AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR SUCH FILES. SIMPLEST AND ITS SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO TITLE OR INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. In particular, there is no warranty for any optional virus scanning feature — the Software Application does not scan for viruses, it simply runs external programs that claim to perform this function.

 

The user must assume the entire risk of using the Software Application. ANY LIABILITY OF SIMPLEST FOR A DEFECTIVE COPY OF THE SOFTWARE APPLICATION WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF YOUR COPY OF THE SOFTWARE APPLICATION WITH ANOTHER COPY OR REFUND OF THE INITIAL LICENSE FEE SIMPLEST RECEIVED FROM YOU FOR THE DEFECTIVE COPY OF THE PRODUCT. IN NO EVENT WILL SIMPLEST OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF A SIMPLEST REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

LIMITATION OF LIABILITY 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIMPLEST’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO SIMPLEST DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. 

GOVERNING LAW AND DISPUTE RESOLUTION

Any controversy or claim arising out of, or relating to this Agreement, or the breach thereof, shall be determined by arbitration as governed by and interpreted under the internal laws (as opposed to conflicts of laws provisions) of the State of Florida, and the Federal Arbitration Act, administered by the American Arbitration Association under its Commercial Arbitration Rules (or, if the parties are domiciled in different countries, its International Arbitration Rules) in effect at such time and agree to execute any and all paperwork necessary to effectuate same; provided, however, that (a) either party may request and obtain preliminary injunctive relief pursuant to the applicable law (pending and subject to the arbitration award), and (b) the Florida statute of limitations (including without limitation, Chapter 95, Florida Statutes) are applicable to any claim arising out of, or relating to this Agreement.  All arbitration hearings shall be conducted in the English language and shall be held in Miami-Dade County, Florida, U.S.A., by a single arbitrator who, at the request of either party, shall provide a written reasoned opinion.  The award of the arbitrator shall be final and binding, and judgment thereon may be entered by a court of competent jurisdiction.  Each party agrees that service of process may be effected by notice given pursuant to the terms for notices given hereunder.  In legal proceedings instituted to enforce this Agreement and/or this arbitration agreement, the party who prevails in such proceedings shall be entitled to the award of its reasonable attorney’s fees and dispute resolution costs, plus fees and costs incurred by it in executing and/or collecting any judgment, at all trial and appellate levels.  This provision shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. 

CLASS ACTION WAIVER

YOU AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION. NEITHER PARTY MAY SERVE AS A CLASS REPRESENTATIVE OR PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS WITH RESPECT TO ANY DISPUTE. 

Contact Us 

If you have any questions about this EULA (End-user License Agreement), you can contact us: 

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