SOFTWARE LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS RELATING TO YOUR LICENSING OF THE ENCLOSED THOROUGHBRED SOFTWARE PRODUCT BEFORE YOU OPEN THIS PACKAGE. OPENING THIS PACKAGE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD PROMPTLY RETURN THE PACKAGE, UNOPENED, TO THOROUGHBRED OR THE DEALER FROM WHOM YOU ACQUIRED IT AND YOUR PURCHASE PRICE WILL BE REFUNDED.

Thoroughbred Software is licensed, and not sold, by Thoroughbred Software International, Inc., on the terms and conditions set forth below.

1. LICENSE. . THOROUGHBRED SOFTWARE INTERNATIONAL, INC., hereinafter referred to as THOROUGHBRED, hereby agrees to and does hereby grant you a non exclusive right to use the enclosed Thoroughbred Software and accompanying documentation, hereinafter called the “Software”, subject to the terms and conditions set forth in this License Agreement. THOROUGHBRED reserves all rights not expressly granted to you in this License Agreement.
2. OWNERSHIP. THOROUGHBRED is the sole owner of the enclosed Software and its accompanying documentation. Your purchase entitles you to a single license to use the Software in accordance with the terms and conditions of this Software License Agreement. You may load the Software onto a single computer or virtual partition as an essential step in executing the Software on the computer. Additional License Fees will be required to execute the Software on additional computers or virtual partitions for any purpose. Title and ownership of the Software, accompanying documentation, copyright and other intellectual property rights remain with THOROUGHBRED. All of the Software and documentation is protected by copyright and other intellectual property laws and treaties. You may not copy or otherwise reproduce, reverse engineer, modify, decompile, disassemble or emulate any part of the contents of the Software.
3. RESTRICTIONS ON USE AND TRANSFER. The Software is to be used only in connection with a single computer or virtual partition. You may not distribute copies of the Software to others. You may not transfer the Software electronically from one computer or virtual partition to another. You may transfer this Software, together with the original software media and documentation, to a new computer or licensee provided that the transferee completes and returns to THOROUGHBRED a Registration Card or submits an on-line Registration, pays the license transfer fee and agrees to be bound by the terms of this License Agreement. Any modification or translation of the Software by the Licensee or by any other party shall be subject to the full terms and conditions of this License Agreement. Software identified as “Not for Resale”, “In-house Development”, “Source License” or “Evaluation” may not be sold or otherwise transferred for value, or used for any purpose other than in-house reseller development, demonstration, testing, or evaluation. YOU MAY NOT USE, MODIFY, COPY, OR TRANSFER THE SOFTWARE, OR ANY MODIFICATION, COPY, OR MERGED PORTION THEREOF, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE AGREEMENT. YOU MAY NOT RENT, LEASE, LEND, PROVIDE COMMERCIAL HOSTING SERVICES NOR USE THE LICENSED SOFTWARE ONLINE OR OTHERWISE TO PROVIDE SERVICES TO ANY OTHER PARTY FOR A FEE UNLESS AUTHORIZED BY THOROUGHBRED IN WRITING. YOU MAY NOT EXPORT THE SOFTWARE IN VIOLATION OF ANY LAW OR REGULATION OF THE UNITED STATES INCLUDING BUT NOT LIMITED TO THE EXPORT ADMINISTRATION REGULATIONS ISSUED BY THE US DEPARTMENT OF COMMERCE.
4. LIMITED WARRANTY.THOROUGHBRED WARRANTS THAT THE SOFTWARE CONTAINED HEREIN WILL CONFORM SUBSTANTIALLY TO THE PUBLISHED SPECIFICATION STATEMENTS, DOCUMENTATION, AND AUTHORIZED ADVERTISING, PROVIDED THAT IT IS NOT MODIFIED SUBSEQUENT TO DELIVERY. OTHER THAN THIS WARRANTY, EXCEPT AS PROVIDED HEREINAFTER; THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU, THE LICENSEE. SHOULD SIGNIFICANT ERRORS BE DISCOVERED WITHIN 90 DAYS OF LICENSING, THEN THOROUGHBRED MAY ADOPT ANY ONE OF THE FOLLOWING STEPS OF REMEDY, AT ITS SOLE DISCRETION: 1) CORRECTION OF THE SOFTWARE, 2) PROVIDE FUNDAMENTALLY EQUIVALENT SOFTWARE, OR 3) TO REFUND THE FUNDS RECEIVED BY THOROUGHBRED FOR THIS LICENSED SOFTWARE. OTHERWISE, YOU, AND NOT THOROUGHBRED, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. ANY MODIFICATION OF THE SOFTWARE CONTAINED HEREIN, BY YOU OR BY A THIRD PARTY, INCLUDING BY AN AUTHORIZED THOROUGHBRED DEALER, WITHOUT THOROUGHBRED’S EXPRESS WRITTEN CONSENT AND APPROVAL IS AT YOUR OWN RISK AND VOIDS ANY AND ALL WARRANTIES PERTAINING TO THE SOFTWARE.
5. LIMITATION OF LIABILITY. THOROUGHBRED SHALL NOT BE LIABLE, EXCEPT AS PROVIDED FOR IN PROVISION 4, FOR ANY DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF THOROUGHBRED HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGE OR CLAIM BY ANY PARTY. IN NO EVENT SHALL THOROUGHBRED BE LIABLE FOR MORE THAN THE AMOUNT RECEIVED BY THOROUGHBRED FOR THIS LICENSED SOFTWARE.
6. SOFTWARE MEDIA REPLACEMENT POLICY.If, during the first ninety (90) days after the date of delivery, a defect in the software media including software downloads should occur under normal use and service, the software media may be replaced by THOROUGHBRED, provided that you have previously returned your Registration Card (or submitted on-line) to THOROUGHBRED. The original software media must be returned to THOROUGHBRED, accompanied with a Return Merchandise Authorization. Your sole and exclusive remedy in the event of a defect in the software media within the time specified is expressly limited to replacement of the software media as provided herein. If the failure of the software media has resulted from accident, abuse, or misapplication of the software media, then THOROUGHBRED shall have no responsibility to replace the software media under the terms of this limited warranty, or otherwise at all. This limited warranty gives you specific legal rights and you may also have other rights that vary from state to state.
7. TERM.This license is effective until terminated. You may terminate it at any time by destroying the Software together with all modifications, backup copies, or merged portions in any form. Also, if you fail to comply with any term or condition of this License Agreement, the License terminates. Upon such termination you agree to return all copies of the Software to THOROUGHBRED, and discontinue the use of the Software. THOROUGHBRED may terminate support of the License including activations as the Software is no longer available for sale upon a sixty (60) day notice. THOROUGHBRED maintains an upgrade program for Software, and a Software Maintenance program guaranteeing a trade-in value for upgrades to current supported Licenses. Licensee may continue to use the Software after the termination of support under the terms and conditions stated in this License Agreement.
8. INVALIDITY OF PROVISION, EFFECT.The finding of illegality or invalidity of any provision herein shall affect that particular provision only and shall not render the remainder of this License Agreement invalid.
9. CHOICE OF LAW; CHOICE OF VENUE.This Software License Agreement shall be governed by the laws of the State of New Jersey, without regard to its choice of laws rules. The exclusive venues for any disputes arising from or related to this Software License Agreement shall be in the Superior Court of New Jersey, Somerset County or the United States District Court for the District of New Jersey and you irrevocably consent to personal jurisdiction in those venues.
10. ENTIRE AGREEMENT.YOUR USE OF THIS SOFTWARE OR SIGNATURE ON THE REGISTRATION CARD OR CONSULTING SERVICES AGREEMENT ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ITS TERMS. YOU FURTHER AGREE THAT THIS LICENSE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE LICENSING AGREEMENT BETWEEN THOROUGHBRED AND YOU AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN THOROUGHBRED AND YOU RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. CHANGES AND UPDATES TO THIS AGREEMENT SUPERSEDE ALL PREVIOUS AGREEMENTS.

R20231005

Terms and Conditions of Sale

Payment Terms

Prepaid or COD with certified check on initial orders over $1000 or if account has been inactive for 12 months. All COD orders over $5000 require certified check, unless otherwise approved by Thoroughbred Software Credit Department. All prices listed are based on cash sales. Other forms of payment are subject to a processing fee.

Returns for Exchange or Credit

(Product Return Validation and Applicable Service Charges)

To return valid products for exchange or credit:

1. Obtain an RMA (Return Merchandise Authorization) number. No returns accepted without an RMA number.
2. RMA numbers are valid for 30 days.
3. Resolutions of shipping errors do not incur charges.
4. Valid products must be at current release level. Items not at current release level can be upgraded.
5. For returned goods, all freight expenses and clearance fees are to be paid by customer. A traceable carrier must be used to return product to Thoroughbred.
6. Credit/Exchange issued upon satisfactory receipt of goods.
7. Credit Memos are valid for 180 days.

Media Replacement

There is a $75 charge for any media replacement.

Warranty

All software media is warranted for 90 days. For further details, please refer to the Thoroughbred Software License Agreement.