BBEFORE YOU CHECK THE ACCEPT BOX ON THE REQUEST FORM, CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE CHECK BOX, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CHECK THE “ACCEPT TERMS OF SERVICE” BUTTON AND DO NOT USE THIS SOFTWARE.
This Software User Agreement and Software License Terms (the “Agreement”) is a legal agreement between you and Cantina Consulting, Inc., a Massachusetts corporation (“Cantina”) for purposes of accessing Cantina’s SECURE Act Lifetime Income Stream API (the “Tool”). In this Agreement, the term “Software” means the Tool, including computer software and any documentation. The term “Software” shall include all future versions of the Software and all information concerning such future versions. The term “You” or “you” means the company, entity or individual who is accessing the Software. The term “Use” means storing, loading, installing, executing or displaying the Software.
License Grant - Use of Software. Cantina grants you the right to download, access and use the existing version of the Software solely for the purpose of providing Lifetime Income Streams in compliance with the SECURE Act, subject to the terms and conditions of this Agreement. This right and license may be terminated or revoked by Cantina for any reason at any time.
Obligations. Unless otherwise specifically agreed by Cantina in writing, you: (a) shall not distribute, transfer, loan or otherwise provide the Software to any third party outside your own organization, and shall not copy, reverse compile, reverse engineer or disassemble the Software or attempt to avoid the time limitation; (b) shall, if so requested by Cantina, promptly de-install and discontinue use of the Software, and destroy all copies (including documentation) made available to you by Cantina under this Agreement (and any copies thereof); and (c) shall display, and shall not alter or remove, Cantina’s copyright and other proprietary notices.
Ownership. You acknowledge and agree that the Software is owned and copyrighted by Cantina or its third party suppliers. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. All ownership rights remain in Cantina or its third party suppliers, as the case may be.
Limit on Publicity. You agree that without prior written consent from Cantina, you will not make public or provide the Software to any third parties or make any public announcements about the Software.
Evaluations. You may provide Cantina with evaluations of the Software. Cantina shall have an unrestricted royalty-free right to use information contained in such evaluations for purposes of correcting and/or enhancing the Software.
No Obligation. Cantina is under no obligation to develop or market the Software. Your use of the Software shall be at no charge, and your use shall not obligate you to purchase additional goods or services from Cantina.
NO SUPPORT, NO WARRANTY AND NO LIABILITY. Due to the nature of the Software and it being provided at no cost to you, Cantina makes no representations or warranties whatsoever, including without limitation any as to the operational performance of the Software. Cantina will not provide any support or bug-fixes for the Software. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANTINA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. IN PARTICULAR, THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective or provide incorrect information, you and not Cantina assume the entire cost of any repair and any damages arising from your use of the Software’s results. This disclaimer of warranty constitutes an essential part of this Agreement. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.
LIMITATIONS ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL CANTINA BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF CANTINA SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT NOTWITHSTANDING THE FOREGOING, CANTINA IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), CANTINA’S LIABILITY TO YOU WILL BE LIMITED TO $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
Export Controls. None of the Software or underlying information or technology may be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
U.S. Government End Users. The Software is a “commercial item,” as that term is defined in 48 C.F.R. 12.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein
Term. Your license under this Agreement is effective until terminated. You or Cantina may terminate this license at any time. Upon any such termination or expiration, you must discontinue all use of the Software, and immediately destroy the Software together with all copies. The provisions of this Agreement (other than your license to use the Software) shall survive the termination of the license, or the termination or expiration of this Agreement.
Controlling Law and Severability. This Agreement constitutes the entire agreement between you and Cantina with reference to the Software. This Agreement will be governed by the laws of the Commonwealth of Massachusetts, USA, except for that body dealing with conflicts of law. The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded. In the event of any dispute involving this Agreement, Cantina and you each consent to exclusive jurisdiction and venue in either the state or federal courts in the Commonwealth of Massachusetts and agrees that the prevailing party shall be entitled to its reasonable attorney fees and costs. In the event any provision of this Agreement shall be deemed unenforceable, void or invalid, such provision shall be modified so as to make it valid and enforceable, and as so modified the entire Agreement shall remain in full force and effect. No decision, action or inaction by Cantina shall be construed to be a waiver of any rights or remedies available to it.