AIMS End User License Agreement (“EULA”) Frequently Asked Questions

Here are frequently asked Questions (FAQ) about our End User Licensing Agreement (EULA).

CUSTOMER UNDERSTANDS THAT THE FAQ SECTION HAS BEEN PROVIDED TO CUSTOMER FOR CONVENIENCE ONLY. FOR A COMPLETE GUIDE TO AIMS’S TERMS AND CONDITIONS, CUSTOMER SHOULD REVIEW AIMS’S END USER LICENSING AGREEMENT (“EULA”) SECTION OF THIS DOCUMENT. IF THERE ARE ANY CONFLICTS IN THE BELOW FAQ/SUMMARY AND THE EULA, THE TERMS AND CONDITIONS OF THE EULA SHALL PREVAIL. CUSTOMER IS ACKNOWLEDGING AND ACCEPTING HE/SHE UNDERSTANDS THE TERMS AND CONDITIONS FOUND IN THE END USER LICENSING AGREEMENT AND AGREEING TO ANY AND ALL SUCH TERMS FOUND THEREIN.

Q: What is the basic information regarding the software license and what do I own?
A: The specific information about your software license, such as the number of users and which modules you are authorized to use was provided to you when you purchased, leased or rented AIMS Software.
You cannot alter the code or make copies of our software (except for backup purposes) and give it away, sell it, or let others use your copy. All of the AIMS software is owned by AIMS. We own it and we are only letting you use it in your business under the terms and conditions found in the EULA. Everything in the software we provide is ours, and our software is very valuable to us.

Q: What are some of the restrictions of using the software?
A: You may not alter or modify the software in any way, remove any trademarks, logos or other identifications, or decompile any executable modules. You may not use any third party software that alters any information in the database. Nor, may you modify or cause to be modified the information in the database using any program that exposes the raw data in the database. You may not sell, lease, rent or otherwise profit in any way from any third party business for the use of AIMS Software. Further, if you run our software on more computers, or more users than authorized, you will need an extra license to do so. Please read the full EULA carefully as violations can terminate your support contract and may subject you to potential criminal and/or civil penalties.

Q: How does customer support work?
A: So long as you are on our support program (billed separately), we will help when you have problems. If you do not pay for a support contract, we will charge you an upfront fee each time you ask us for support. For assistance, please contact us during normal business hours. AIMS is committed to supporting our software, however, if you are experiencing a hardware or network problem, although we may be able to provide some assistance, we strongly recommend in those instances you contact your Company’s technical support staff.

Q: How do backups work?
A: Let's face it, computers break, crash and get viruses. We strongly advise all our Customers to perform regular backups of your data and programs. It is your responsibility to make sure that your data is backed up.

Q: Do the terms or the agreement ever change?
A: The EULA, pricing, and other terms may change from time to time. Please check for updates periodically on our website or by contacting us.

Q: Do I get to keep the software if I terminate our agreement with AIMS?
A: Upon termination of this Agreement you must immediately return all existing copies of AIMS Software and any related materials to AIMS. All returned materials shall be the sole property of AIMS.

Q: Can AIMS ever terminate my service?
A: AIMS can suspend or terminate the customer’s service at any time at AIMS’s sole discretion without notice. Some prior instances AIMS has terminated Customers include: Customer harassessed AIMS employees or agents; customer knowingly provided AIMS with false statements or information; Customer interfered with AIMS’s operations; Customer attempts to install, remove or in any way modify software or hardware on AIMS’s servers; Customer filed for insolvency or bankruptcy; Customer breached our Agreements.

Q. If my company subscribes to AIMS but does not use the service, what happens?
A: AIMS is a subscription based service, and Customer will be charged for the service after they subscribe for the service whether or not Customer decides to actually use the service or not. The service is comparable to a telephone service where the customer is charged whether or not they use the telephone, or a cable subscription service, where customer pays for the service whether or not they watch cable. It is in Customer’s sole discretion whether they use the service or not, however, AIMS will charge for the service provided, and undertakes costs for making the service accessible to Customer, regardless of whether or not Customer uses it or not. To terminate Customer’s participation in AIMS’s Software services or Customer Support services, Customer must provide at least 10 days written notice prior to Customer’s next billing cycle. AIMS will not grant refunds for Customer’s failure to comply with the AIMS termination policy.

FOR THE COMPLETE TERMS AND CONDITIONS PLEASE REVIEW THE END USER LICENSING AGREEMENT.

AIMS End User License Agreement (“EULA”)

In consideration of the fees paid, and , and subject to the terms and conditions contained herein, AIMS will make the AIMS Software available to Customer and enable Customer to access and use the AIMS Software with such use being strictly governed by the following terms and conditions:

Use of Software.AIMS hereby agrees to provide you with a limited, non-exclusive, non-transferable and revocable license to AIMS’s Software Program for Customer’s own internal business operations to access and use the AIMS Software for professional purposes only. The term “software” refers to all materials AIMS provides for Customer’s use, including but not limited to any and all computer programs, documentation, AIMS Distribution, AIMS Manufacturing, AIMS EDI, AIMS Weblink, AIMS Remote Link, AIMS GL Integration, AIMS Easyshop, AIMS Scan and Pack, AIMS Shipping Integration, (as well as any and all AIMS videos and training materials), collectively referred to as “AIMS Software”. The license granted to Customer hereunder for the AIMS Software license may be used by no more than the total number of Users or the named Companies specified in the Software License Declarations Customer signed when purchasing, leasing or renting AIMS Software. If Customer desires to authorize additional concurrent Users or Companies, Customer must purchase additional user licenses under an amendment to this Agreement or Customer’s Software License Declarations.
Restrictions on Use of Software. Except as otherwise provided in this Agreement, Customer shall not copy, translate, alter, modify, or cause to be modified, decompile, remove identification tags, rent, sell, sublicense, create derivative works, decompile, disassemble, reverse engineer, distribute, transfer, or otherwise make available, including without limitation, through rentals, leases, complimentarily, or on a service bureau basis, the AIMS Software, Documentation, Customized Software, Software Upgrades or Software Updates (or any portion thereof) to any person. Any of these actions are a violation of this license and may cause immediate termination and forfeiture of Customer’s license, and may subject Customer to potential criminal and/or civil penalties; (b) Customer may not use any third party software that alters any information in the database. Nor, may Customer modify or cause to be modified the information in the database using any program that exposes the raw data in the database. Any such action by Customer is a violation of this license, and may cause immediate termination and forfeiture of Customer’s license, and may subject Customer to potential criminal and/or civil penalties; (c) Customer may not copy, translate, rent, sell, sublicense, lease, or otherwise make available the AIMS Software, Documentation, Customized Software, Software Upgrades or Software Updates (or any portion thereof) in any way to any third party business. A third party business is defined as any individual or company using Customer’s licensed copy of AIMS Software where Customer does not own at least twenty-five percent (25%) of that business. Any such action by Customer is a violation of this license, and may cause immediate termination and forfeiture of Customer’s license, and may subject Customer to potential criminal and/or civil penalties. Furthermore, Customer will forfeit any and all monies paid for the use of the license and surrender all copies of such software. (d) To the extent you are obtaining access to this software through a 3rd party provider, the terms of this EULA are applicable to both the end user and the 3rd party provider as applicable.
Customer Support.Here at AIMS we are pleased to offer a support program to our customers and this program is offered to help to our Customer’s and Customer’s employees should any problems be encountered in using the software. Unless otherwise agreed to in writing by both parties, AIMS invoices for these support services. If you decide not to enter into a customer support contract, or if your Customer Support contract has expired, please note that, AIMS charges an additional upfront fee each time you ask us for support or support is issued and that this service is billed for separately from the AIMS Software License fees at AIMS’s then-current rates and shall be billed in advance plus travel, telephone and other reasonable expenses. For assistance, please contact us during normal business hours. Please visit AIMS’s website for contact information and business hours. AIMS is committed to supporting our software, however, if you are experiencing a hardware or network problem, although we may be able to provide some assistance, we strongly recommend in those instances you contact your Company’s technical support staff as AIMS has limited experience in hardware or network support and does not offer any representations or warranties that AIMS can assist on these issues. It is Customer’s full responsibility to resolve any and all networking and hardware issues, and AIMS offers no warranties, or representations in regards to such issues.
Customized Programs.In the event Customer has requested or AIMS has provided any customized programs or customized portions of AIMS software for Customer’s use, for an additional charge or otherwise, AIMS offer no warranties, representations or guarantees that such customized programs or software provided to Customer will remain compatible or operational with future versions of the AIMS software. If modifications to future versions of the AIMS software should render any portion of any customized software or program unusable for any reason, then any such additional changes that Customer requests to such software will be provided at an additional charge to be determined in AIMS’s sole discretion at the time of the request. All right, title and interest in and to any Customized Software which would constitute derivative works of the AIMS Software or otherwise infringe upon AIMS Software copyrights relating to the AIMS Software, and all copyrights, patents, trademarks, service marks or other intellectual property or proprietary rights relating thereto are and shall remain exclusively with AIMS; provided, however, that Customer shall retain the non-exclusive right to use any and all such Customized Software subject to the same terms and conditions that govern Customer's use of the AIMS Software.
Leasing, Renting and/or Financing.(a) If Customer has financed the purchase of an AIMS Software license, AIMS will bill Customer periodically according to Customer’s contract until said account is fully paid. Upon first payment by Customer and acceptance of same by AIMS, AIMS will provide Customer access to the software in good faith and provide Customer with a password so that Customer may initiate use of the AIMS software. Customer understands and acknowledges that where access has been provided to Customer based upon a financing arrangement, should customer decide to terminate use of the software, Customer is under the obligation to pay the full purchase price of the Software and agrees to do so. Please note, if any portion of Customer’s bill is unpaid by the due date, AIMS reserves the right to refuse service or access to the AIMS software until customer’s account is brought current. In the event Customer’s account is terminated or frozen because of late payment, Customer will be charged a 10% reinstatement fee of the outstanding amount in the event Customer’s account is brought current and requests service be reinstated. If Customer fails to bring the account current and pay all outstanding fees, AIMS reserves the right to terminate the contract and refuse access to the AIMS Software and institute collection proceedings for any outstanding balance. In the event of termination, AIMS will not offer refunds, or reimburse Customer for the amounts paid and Customer understands and acknowledges that AIMS does not offer any refunds.
Late Fees. All amounts due and payable to AIMS shall, if not paid when due, bear interest at the rate of one and one half percent (1.5%) per month or the maximum amount permitted by law, (whichever is lower), from the due date until such amount is paid. Should Customer fail to pay any amount specified herein when due and then fail to cure this delinquency, in addition to such other rights as AIMS may have at law, equity or under this Agreement, AIMS reserves the right to immediately suspend Customer’s use and access to the AIMS Software hereunder and/or terminate this Agreement.
Recurrent Billing.If you are renting AIMS Software or running AIMS on the Internet, AIMS requires Customer to provide AIMS with authorization to bill Customer’s credit card automatically or provide instructions for Automatic Clearing House (“ACH”) for each billing cycle. Customer’s billing cycle is stated on Customer’s AIMS License Declarations. If Customer is unable to provide this information, AIMS reserves the right to refuse service and/or terminate access
Data Backup.Let's face it, computers break, crash and get viruses. We strongly advise all our Customers to perform regular backups of your data and programs. If Customer should lose data, AIMS hereby waives and Customer hereby accepts such waiver for any repercussions encountered from the loss of data. See also Sections17, 18 and 21.
Intellectual Property Ownership.All right, title and interest in and to the AIMS Software, Documentation, Customized Software, Software Upgrades, and Software Updates, and derivative works developed by AIMS, Customer or any owner of Third-Party Software, as the case may be, and the media on which the same are furnished and all copyrights, patents, trademarks, service marks or other intellectual property or proprietary rights relating thereto, received by Customer via any medium, including the internet or otherwise, and whether paid for in full, rented, or financed, are and shall remain with AIMS. Customer acknowledges that except for the express limited rights and licenses granted herein, no such right, title or interest in these items is granted to Customer and that no such assertion shall be made by Customer. Customer is granted only limited rights as set forth herein, which rights are subject to the terms and conditions contained herein. Except as otherwise provided in this Agreement, Customer shall not copy, translate, rent, sell, sublicense, create derivative works, decompile, disassemble, reverse engineer, distribute, transfer, or otherwise make available, including without limitation, through rentals, leases, or on a service bureau basis, the AIMS Software, Documentation, Customized Software, Software Upgrades or Software Updates (or any portion thereof) other than in compliance with the terms of this Agreement.
Restrictions on Use of Marks. Neither party shall: (i) use any of the other party’s trademarks for any purpose other than expressly provided by the other party herein; (ii) use the other party’s trademarks in any way that may tend to impair their validity as proprietary trademarks, service marks, trade names and/or trade dress; (iii) take any action that would jeopardize or impair the other party’s ownership of any trademarks or their legality or enforceability; (iv) incorporate, directly or indirectly, unless otherwise expressly permitted in writing by such party, any of the other party’s trademarks as part of any corporate or trade name or with any prefix, suffix or other modifying trademarks, logos, words, terms, designs or symbols, or use any of the other party’s trademarks in any modified form; or (v) take any action and/or cease taking any action that may in any way disparage the other party’s trademarks or impair the goodwill associated with the other party’s trademarks. Each party shall notify the other party promptly in writing of any infringement claim related to the other party’s trademarks of which such party becomes aware. Each party shall indemnify, defend and hold the other party harmless from and against any such infringement claims, including all attorney fees and other costs, expenses, settlements and judgments.
Use of Customer Trademarks for Promotional Purposes Only. Customer grants AIMS a limited, nonexclusive and non-transferable right to use Customer’s service marks, trademarks, trade name, and logo design, as well as a promotional video of Customer for the sole purpose of promoting AIMS services, software and related products. Customer may terminate such use upon written notice to AIMS.
Third-Party Software.In consideration of the fees paid under this Agreement, and subject to the terms and conditions herein, AIMS or the owners of the Third-Party Software, as the case may be, if any, grant to Customer a limited, non-exclusive and non-transferable license with respect to the Third-Party Software for Customer’s own internal business operations to: (i) access and use the Third-Party Software; and to (ii) use the Documentation only in conjunction with the use of the Third-Party Software. The obligations under this Section shall survive the termination or rescission of this Agreement.
Modification of this Agreement.Customer agrees that AIMS may modify this Agreement and the Services offered from time to time. Customer agrees to be bound by any such changes AIMS may reasonably make to this Agreement and such changes will be effective immediately when such changes are made whether or not notice is provided. Customer hereby waives any notice requirement from AIMS for any such changes.
Customer’s Termination Rights. (a) To terminate Customer’s participation in AIMS’s Software services or Customer Support services, Customer must provide at least 10 days written notice prior to Customer’s next billing cycle. If Customer requests service be terminated prior to the end of the current, pre-paid billing period, AIMS will not refund any portion of such pre-paid fees. Customer understands and acknowledges that AIMS offers a subscription based service and that Customer will be charged irrespective of whether or not Customer or Customer’s employees actually use the service subscribed to and offered by AIMS. Customer further understands and acknowledges that AIMS does not offer refunds for Customer’s failure to comply with the AIMS termination policy and that any refund provided by AIMS is within AIMS sole discretion.
AIMS’s Termination Rights.AIMS CAN SUSPEND OR TERMINATE CUSTOMER’S SERVICE OR ANY AGREEMENT WITH CUSTOMER FOR ANY REASON IN AIMS’s SOLE DISCRETION WITH OR WITHOUT NOTICE. Prior circumstances in which AIMS has limited or ended service include but are not limited to the following: (a) Customer harasses AIMS employees or agents; (b) Customer knowingly provides AIMS with false statements or information; (c) Customer interferes with AIMS’s operations; (d) Customer attempts to install, remove or in any way modify software or hardware on AIMS’s servers; (e) Customer files for insolvency or bankruptcy; or (f) any breach of this Agreement.
Return of Materials.Customer hereby agrees, that upon termination of this Agreement whether caused by Customer or AIMS, Customer shall immediately return to an authorized AIMS representative all existing copies of AIMS Software and any related materials to AIMS. If such copies cannot be reasonably delivered to AIMS, Customer shall render all copies unusable and certify in writing to the complete destruction of all copies. All returned materials shall be the sole property of AIMS.
Disclaimer of Warranties.AIMS does not warrant that the functions contained in AIMS’s software or described in its documentation will meet the Licensee's requirements, or will operate in the software or hardware combinations which Licensee may select, or that the operation of our software will be uninterrupted or error-free, or that any defects that may exist in our software will be corrected. Licensee shall not use our software where significant damage or injury to persons, property or business may happen if any error occurs. Licensee expressly assumes all risks for such use.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, IF ANY, OUR SOFTWARE AND ALL RELATED DOCUMENTATION ARE PROVIDED AS-IS AND WITHOUT WARRANTY OF ANY KIND. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND AIMS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGMENT AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

The entire risk as to the quality and performance of the software we provide is with Licensee. Notwithstanding, Customer’s exclusive remedy shall be to elect to terminate the Agreement and receive a pro rata refund of the portion, if any, of any fees that have been paid by Customer for services hereunder to the extent that Services have not been furnished to Customer as of the date of termination.
Exclusions & Limitations of Liability. AIMS Software is strictly provided to Customer on an “as is” and “as available” basis. AIMS shall not be liable for any damages to Licensee or any third party caused by use of our software. Except as expressly and clearly provided in this agreement, AIMS shall not have any other liability of any kind, and AIMS will not be held liable for indirect, special incidental, consequential, punitive, or exemplary damages, or lost profits, or theory of liability (including, without limitation, actions in contract, warranty negligence, or product liability), resulting from any defect in, or use of any software we provide or any update thereof, of from any breach of this agreement, even if AIMS has been advised of the possibility of such damages, .

AIMS AND CUSTOMER AGREE THAT IN NO EVENT SHALL AIMS OR THE OWNERS OR MANUFACTURERS OF ANY THIRD-PARTY SOFTWARE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING LOSS OF PROFITS, LOST SAVINGS, LOSS OF USE OR LOSS OF DATA) ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO THE INSTALLATION, USE, OPERATION OR SUPPORT OF THE AIMS SOFTWARE OR ANY SOFTWARE UPDATE OR SOFTWARE UPGRADE OF THE AIMS SOFTWARE WHETHER IN CONTRACT OR TORT EVEN IF AIMS HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AIMS, OR OTHER SUCH PARTIES BE LIABLE FOR ANY DAMAGES THAT EXCEED THE FEES OR SERVICES PAID TO AIMS FOR THE APPLICABLE ITEM. THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Customer specifically agrees that any liability on the part of AIMS arising from breach of warranty, breach of contract, negligence, strict liability in tort or any other legal theory shall not exceed the aggregate amounts paid by Customer to AIMS in annual service fees for the AIMS Software from the Effective Date of this Agreement. This section shall apply notwithstanding any failure of essential purpose of any limited remedy.
Infringement.If a third party claims that the AIMS Software infringes any U.S. patent, copyright, or trade secret, AIMS may, at its sole discretion, (1) secure for Customer the right to continue to use the software, (2) modify or replace the software so it is non-infringing, or, (3) if neither of the foregoing options is available in AIMSs judgment, shall immediately terminate this Agreement.

AIMS will makes no warranties as to non-infringement and shall not indemnify, defend or hold Customer harmless against such claim. If such a claim is made or appears possible, THIS PARAGRAPH STATES AIMS’S ENTIRE OBLIGATION AND/OR LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT HEREUNDER.
Statute of Limitations.The parties agree that any action, suit, legal proceeding, or claim brought against AIMS in relation to an alleged breach of this Agreement shall be commenced within two years of the date of the breach, without regard to the date the breach is discovered. Any action not brought within this two year time period shall be barred, without regard to any other limitation period set forth by law or statute.
Consequential Damages.UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL AIMS OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE AIMS SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF AIMS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL AIMS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE FEES PAID BY YOU IN CONNECTION WITH YOUR USE OF AIMS’s SERVICES.
Indemnification. Customer hereby agrees to indemnify, defend and hold harmless AIMS and, as applicable, its officers, directors, shareholders and agents for any claims, damages, actions, allegations, liabilities, losses or charges (collectively, "Claims") against Customer or AIMS for any breach of any representation or warranty or covenant of Customer in this Agreement.
Additional Terms For AIMS’s Internet Customers.(a) AIMS will utilize its best efforts to maintain acceptable level of performance of the services contracted for, but AIMS makes absolutely no warranties whatsoever, express or implied, including warranty of merchantability or fitness for a particular purpose. AIMS cannot and does not guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. AIMS will not be liable for the inadvertent disclosure of, or corruption or erasure of data transmitted or received or stored on its system. AIMS shall not be liable to Customer or any of its customers or third parties for any claims or damages which may be suffered by Customer or its customers or third parties, including, but not limited to, losses or damages of any and every nature, resulting from the loss or data, inability to access Internet or inability to transmit or receive information caused by, or resulting from, delays, non-deliveries, or service interruptions whether or not caused by the fault or negligence of AIMS. AIMS may discontinue servicing any Plan, or may require fulfillment of conditions AIMS may choose to impose as a prerequisite for continuing to service any program. Such discontinuation or requirement shall not be deemed unreasonable and notice via e-mail and/or fax of any such intent to discontinue or impose conditions will be deemed sufficient but not necessary. (b) AIMS liability to Customer, and any end user or any Plan or other AIMS services is limited to the amount paid to and received by AIMS. In no event shall AIMS be liable to any person and/or entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if AIMS has been advised of the possibility of such damage. (c) Customer will take all necessary measures to preclude AIMS from being made a party to any lawsuit or claim regarding AIMS services provided to any Customer or end user. Customer hereby agrees to indemnify and hold harmless AIMS from any and all claims or whatever nature brought by any of Customer's customers against AIMS.

Additional Fees:

AIMS License Company Name Change Fee	$150.00
AIMS Rental Name Change Fee	$100.00
Return Check Fee	$50.00
Wire Transfer Processing Fee	$25.00
Late Notice Cancellation Fee	$15.00

Beta Testing. Customer recognizes and accepts that there is no real substitute for testing a new software feature in the real world environment and agrees that during the Development Period, or from time to time, AIMS software that is ready for Beta Testing may be installed on Customer’s system or provided over the internet. Customer understands that during this time there may be unknown or unanticipated problems with the software. Customer and AIMS agree that should AIMS offer a Beta Program, Customer will accept access to Beta Program subject to the terms and conditions of this Agreement. Customer agrees to test and evaluate the Beta Program as provided and report to AIMS with respect to the usefulness and functionality of Beta Program. Upon the conclusion of testing, Customer agrees to return all copies of the Program to AIMS where applicable. Customer acknowledges that Customer shall have only a limited, non-exclusive, nontransferable license to use the Beta Program and acknowledges and agrees that it will not use the Program for any purpose that is illegal. Customer recognizes and understands that Program is a "Beta Test" version only and is in no way error or bug free. Customer agrees that it will use Program carefully and will not use it in any way which might result in any loss of its or any third party's property or information. AIMS may terminate access to the Beta Version without any notice.
Miscellaneous Terms and Conditions. a) Independent Contractor: Each of the parties hereto are separate and independent legal entities and act as independent contractors. Nothing herein contained shall be construed or deemed hereby to create a principal/agent relationship between the parties nor any form of partnership, agency or joint venture of any sort; b) Binding: The parties agree that his agreement is binding upon and insures to the benefit of the successors and permitted assigns of the parties. c) Interpretation: Ambiguities, inconsistencies, or conflicts: in this agreement shall not be strictly construed against the drafter of the language but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the parties' intentions at the time of this agreement is entered into. Where the context of this agreement requires, singular terms shall be considered plural, and plural terms shall be considered singular. d) Headings: The section titles in this Agreement are for the mere convenience of the parties, and shall not be considered in any construction or interpretation of this Agreement; e) Governing Law: The validity, construction, and performance of this agreement shall be governed by the laws of the State of California without regard to principles of conflicts of law.; f) Jurisdiction and Venue: Both parties irrevocably agree that any suit, action or other legal proceeding arising out of or relating to this Agreement, shall be brought in a court of record in Los Angeles, California and consents to the jurisdiction of each such court in any suit, action or proceeding. Both parties waive any objection which they may have to the laying of venue of any such suit, action or proceeding in any such courts and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. g) Entire Agreement. This agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous oral or written negotiations, communications and agreements between the parties concerning this subject matter. This agreement shall not be varied, amended, modified or supplemented except by a writing signed by duly authorized representatives of both parties.
Binding Arbitration. With the exception of the Company’s right to enforce certain provisions found in this EULA the parties hereby agree that any and all claims, disputes or controversies arising out of or relating to this Agreement or making, construction, terms, or interpretation of this Agreement or the rights or obligations of any party hereto or thereto, shall, in lieu of any other Legal Proceeding action, be submitted to and resolved by mandatory and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules for binding arbitration in Los Angeles, California before a single arbitrator (the “Arbitrator”) upon written demand of either Party in accordance with the procedures set forth below. (i) Suits to compel or enjoin arbitration or to determine the applicability or legality of arbitration or to enforce judgment on the arbitration award may be entered shall be brought in the United States District Court for the Central District of California, if such court has subject matter jurisdiction over the dispute. In the event there is no subject matter jurisdiction in federal court, then such suit shall be brought in the Superior Court of California, County of Los Angeles or such other court in Los Angeles, California as may have proper jurisdiction. In the event that an arbitration is commenced pursuant to this Agreement, the Customer and AIMS each agree to promptly pay one half of the fees and costs of the AAA and the Arbitrator when due (the “Arbitration Costs”). In addition, the Parties agree that the prevailing party in any Action commenced in connection with any Dispute, shall be entitled to be reimbursed for its portion of the Arbitration Costs or court costs, as the case may be as well as attorneys’ and other professional fees and costs and other out of pocket expenses from the other Party as awarded by the Arbitrator or the court in such Action. (ii) The Arbitrator shall have no authority or power to grant, and no party shall seek, any award of punitive or exemplary or like damages. The Arbitrator’s decision shall be in writing, setting forth the reasons and grounds for the Arbitrator’s decision. The Arbitrator’s decision shall be final and binding and except as otherwise required by applicable law non-appealable upon, and enforceable as to, the Parties. The party against whom the award is rendered shall pay any monetary award and/or comply with any other order of the Arbitrator within twenty (20) Business Days of the entry of judgment on the award, or take an appeal, to the extent that appeals of binding arbitration are permitted under the AAA procedures.

THE PARTIES AGREE TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE “ARBITRATION” SECTION OF THIS AGREEMENT DECIDED BY NEUTRAL ARBITRATION AS PROVIDED HEREIN AND CUSTOMER IS GIVING UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY ENTERING INTO THIS AGREEMENT CUSTOMER IS GIVING UP JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION” SECTION OF THIS AGREEMENT. IF CUSTOMER REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, CUSTOMER MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE LAWS OF THE STATE OF CALIFORNIA. CLEINT AGREES THAT CUSTOMER’S AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
Attorney’s Fees. In any legal action to enforce the terms hereof or to collect fees, the prevailing party shall be entitled to all reasonable costs and expenses incurred in connection with such action, including reasonable attorney's fees.
Customer agrees and acknowledges that AIMS has provided Customer with ample opportunity to experiment with and demo the AIMS software, and to become familiar with the software under a variety of circumstances. Customer agrees and acknowledges that Customer is aware and knowledgable about the AIMS product and enters into this agreement with a good understanding of the solution being offered and hereby waives any claims that Customer is unapproving of the software, was ill-informed about the software, was unknowledgable about the software, that the software was unsatisfactory, substandard, unacceptable or other similar claims or assertions.
Confidentiality. (a) Each party shall keep confidential and not disclose to any third party or use (except as required by this agreement), any non-public information obtained from the other party (“Confidential Information”); provided, however, that neither party shall be prohibited from disclosing or using Confidential Information that the receiving party can document: (i) is publicly available or becomes publicly available through no act or omission of the receiving party, (ii) is or has been disclosed to such party by a third party who is not under an obligation of confidentiality with respect thereto, (iii) is or has been independently developed by such party, or (iv) must be used or disclosed under court order or applicable law, provided such use or disclosure is to the minimum extent required by such court order or applicable law. Upon termination of this Agreement and upon request by the disclosing party, receiving party shall promptly return to disclosing party all disclosing party’s Confidential Information in its possession (including all copies and extracts thereof). (b) Both parties acknowledge that any use or disclosure of the disclosing party's Confidential Information in a manner inconsistent with the provisions of this Agreement may cause the disclosing party irreparable damage for which remedies other than injunctive relief may be inadequate, and both parties agree that the disclosing party shall be entitled to receive from a court of competent jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies. (c)Termination of this Agreement for any reason shall not relieve either party or Authorized Users of their obligations regarding confidentiality of information. The terms and provisions of this Section shall survive any termination of this Agreement for any reason for a period of two (2) years.
Definitions. Unless the context of this Agreement clearly requires otherwise, (i) “or” has the inclusive meaning frequently identified with “and/or,” (ii) “including” has the inclusive meaning frequently identified with “including, but not limited to” and (iii) references to “hereof,” or “herein” or similar words relate to this Agreement, (iv) “we” “us” and “our” refer to AIMS, and (v) “you” “client” “customer” “Licensee” refers to the individual, or entire business acquiring said license.
Waiver. No waiver or failure to act upon any breach of any provision of this Agreement will constitute a waiver of any other breach of that or any other provision hereof or of any subsequent breach of the Agreement.
Binding Agreement. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns.
Severability. If for any reason any provision of this Agreement is determined to be invalid, unenforceable or contrary to any existing or future law to any extent, such provision shall be enforced to the full extent permissible under the law and such invalidity, unenforceability or illegality shall not impair the operation or otherwise affect those portions of this Agreement which are valid, enforceable and legal.
No Third Party Beneficiaries. The benefits and conditions of this Agreement, express or implied, exist only for the benefit of the parties to this Agreement and their respective successors and assigns, if any. No other person or entity will be deemed to be a third party beneficiary of this Agreement.
Assignment. Customer may not assign its rights or obligations under this Agreement without the prior written consent of AIMS. Any assignment or attempted assignment in violation of this Section shall be null and void.
Survival. Notwithstanding the express release, waiver, expiry or termination of this Agreement for any reason whatsoever, all covenants, obligations and agreements to be performed and/or observed by either party under this Agreement which by their nature survive any release, waiver, expiration or termination of this Agreement, including without limitation those relating to title to work performed, Intellectual Property, Confidential Information, termination, limitation of liability, consequential damages, binding arbitration, return of materials, assignment, warranties and indemnification, shall so survive such release, waiver, termination or expiry.
Notices. All notices will be in writing, addressed to receiving Party’s address set forth below and either (i) delivered by hand, (ii) by facsimile transmission, (iii) sent by recognized overnight courier, or (iv) sent by registered or certified mail, return receipt requested, postage prepaid.