LICENSE AGREEMENT

Agreement is required to proceed with purchasing ACT! 2005 for Windows (Standard Edition) with PMTrax Database.

Best Software SB, Inc. End User License Agreement for ACT! 2005 (7.x)

NOTICE: BEST SOFTWARE SB, INC. ("BEST") LICENSES THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE CONTINUING THE INSTALLATION PROCESS; IF YOU SELECT "I ACCEPT," YOU INDICATE YOUR ASSENT TO THEM; IF YOU SELECT "I DO NOT ACCEPT," THE INSTALLATION PROCESS WILL TERMINATE AND YOU WILL NOT HAVE A LICENSE FOR THE SOFTWARE.
Thirty (30) Day Satisfaction Guarantee:
If you purchased the Software and you are the original licensee of the Software and you are dissatisfied with it for any reason, you may return the complete product, together with your receipt, to the place of purchase, postage prepaid (if applicable), for a full refund at any time during the thirty (30) day period following the date of purchase.
THERE IS NO THIRTY (30) DAY SATISFACTION GUARANTEE WITH SOFTWARE THAT IS DOWNLOADED FROM THE ACT! ONLINE STORE OR ANY OTHER WEBSITE.
The ACT! 2005 (7.x) software (the "Software") and the printed and electronic manuals, guides, bulletins, and online help (the "Documentation") that accompany this End User License Agreement (the "Agreement") are the property of Best or its licensors and are protected by copyright law and international treaty. While Best or its licensors continue to own the Software, you will have certain rights to use the Software after your acceptance of this Agreement. "Use" means: installing a copy of the Software on a hard disk drive within a single computer, loading and executing or displaying the Software.
Registration and activation of your license for the Software with Best is required. You have thirty (30) days after your first use of the Software to register and activate your product or the Software will stop functioning until you register and activate your product. Your rights and obligations with respect to the use of this Software are as follows:

1. GRANT OF LICENSE
Best hereby grants to you a limited, nontransferable, non-exclusive license to use the Software under the terms stated in this Agreement for use in your business or profession. Best reserves all rights not expressly granted by this Agreement and you hereby acknowledge that all title and ownership of the Software and all associated intellectual property rights are and shall remain with Best. This Agreement permits you to:
(a) use the Software: (i) on a single primary computer; and (ii) on a secondary computer that may be either your home computer or a portable computer that you own or use in your business or profession; (b) make one copy of the Software for archival purposes, or copy the software onto the hard disk of your computer and retain the original for archival purposes;
(c) use the Software via a local area network, provided that you have purchased a licensed copy of the Software for each active named user who can access the Software over that network; and
(d) after written notice to Best, deliver the Software and assign your license to another person or entity, provided that you retain no copies of the Software and the assignee agrees to the terms of this Agreement.
If you have licensed ACT! 2005, the software may be installed and activated for each named user for whom you purchased a license. The ACT! 2005 database can be networked or shared among up to 10 named users, provided that each user who accesses the Software has a valid license. If you have licensed ACT! 2005 Premium for Workgroups, the Software may be installed, networked and activated for up to the number of users for which you have purchased a license to access the Software.

2. LICENSE RESTRICTIONS
This Agreement does not include the right to perform any of the following and you agree to refrain from performing any of the following:
(a) copy the Documentation that accompanies the Software, except that you may make one copy of the Documentation for each license of the Software that you have purchased;
(b) make any copies of all or part of the Software other than as expressly permitted in this Agreement;
(c) sublicense, rent, lease, or loan, any portion of the Software or host the Software on your computer for others to use;
(d) re-sell or distribute any portion of the Software to another person or entity, except as permitted under Section 1(d) above;
(e) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software or create derivative works from the Software, except as permitted in a license you have secured from Best for a Software Developers’ Kit for the Software.;
(f) attempt to directly access the Microsoft SQL database using the system administrator password.
(g) use the ACT! trademarks as part of a product name, trademark or business name without prior written approval from Best;
(h) market or distribute add-ons or enhancements to the Software without the prior written consent of Best;
(i) copy any portion of the ACT! product graphical user interface for incorporation into or use for any software or other product without the prior written consent of Best;
(j) invoke any part of the Software (including any copy thereof), through use of any program that Best has not licensed to you, to enable access to the database that the Software manages by more users than the number of named users for which you have a license from Best; or (k) enable others to use your registration code(s) or serial number(s).
3. PRODUCT REGISTRATION AND ACTIVATION REQUIRED
There are technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that Best may use these measures to protect Best against software piracy. This Software may contain enforcement technology that limits the ability to use the Software on multiple computers. This Agreement and the Software containing enforcement technology require registration and activation as further set forth during installation and in the Documentation. The Software will only operate for thirty (30) days prior to activation by you. During activation, you will provide your unique product serial number accompanying the Software and security code over the Internet or via the telephone to verify the authenticity of the Software, after which you will be given an activation code that will enable the Software. If you do not complete the activation within the finite period of time set forth in the Documentation, or as prompted by the Software, the Software will cease to function until activation is complete. Once activated, your Software functionality will be restored. In the event you are not able to activate the Software over the Internet, or through any other method specified during the activation process, you may contact Best Customer Support using the information provided by Best during activation, or as may be set forth in the Documentation.
During registration of the Software, you will be required to provide Best certain business contact information. For details regarding how Best uses customer business contact information, please see our Privacy Statement at www.act.com/obsolescense.
4. SUPPORT
Best disclaims any responsibility to provide any customer support except as may be agreed under a separate agreement to render support services. All other support requires purchase of a support option, as outlined in any special offers that Best may from time to time send you, or on the ACT! Web site at www.act.com.
5. TERMINATION OF SUPPORT AND OTHER SERVICES
Software has a limited useful life for various reasons including changes in technology. You are free to decide and are responsible for deciding when to upgrade the Software. Best reserves the right to terminate Customer Support and all other services, including but not limited to, any connectivity to any optional products and services (the "Add-On Products and Services") applicable to the Software in the event that the Software has become inoperable or incompatible with current operating systems, hardware, Add-On Products and Services or other technologies or as otherwise set forth in the ACT! Software Obsolescence Policy located on the ACT! Web site at www.act.com/obsolescence.
6. TERMINATION
This Agreement may be terminated by Best without notice if you fail to comply with any term or condition of this Agreement. Upon termination, you must immediately destroy all copies of the Software.
7. LIMITED WARRANTY
Best warrants that the media on which the Software is distributed will be free from defects for a period of thirty (30) days from the date of delivery of the Software to you (the "Limited Warranty Period"). Provided you notify Best in writing during the Limited Warranty Period of a defect, and if Best is able to replicate and verify that such defect exists, Best will, at its option, replace the defective media or refund the money you paid for the Software. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A BREACH OF THIS LIMITED WARRANTY. Best does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.
THE SATISFACTION GUARANTEE SET FORTH ABOVE AND THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES BY BEST AND ITS LICENSORS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
8. LIMITATION OF LIABILITY AND DAMAGES
REGARDLESS OF WHETHER ANY PROVISION SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL BEST OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF BEST OR ITS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO CASE SHALL BEST’S LIABILITY EXCEED THE PURCHASE PRICE FOR THE SOFTWARE. The disclaimers and limitations set forth above will apply regardless of whether you accept the Agreement.
9. DISCLAIMER REGARDING LINKS TO EXTERNAL SITES
The Software includes links to other Web sites on the Internet that are owned and operated by third parties not under the control of Best. Best provides the links for your convenience only and does not provide a warranty of any type regarding the actions of such third parties or the security of information sent to such third parties while you are using their Web sites. Under no circumstances shall Best, or its subsidiaries or affiliates, be responsible or liable in any way for the availability of services or products offered, or the content located on or through, any such third party’s Web site.
10. EXPORT RESTRICTIONS
You agree to comply to the extent applicable with the United States Export Administration regulations, the International Traffic in Arms regulations and any regulations or licenses administered by the Department of the Treasury's Office of Foreign Assets Control.
11. GENERAL
(a) To the fullest extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of this Agreement is English and any translation you have received has been provided solely for your convenience. In the event you have entered into this Agreement by means of the display of a translated version of this Agreement in a language other than U.S. English, you may request a U.S. English language version of this Agreement by notice to Best. To the fullest extent permitted by law, all correspondence and communication between you and Best under this Agreement must be in English language.
(b) The exclusive judicial forum for any action that you bring to enforce this Agreement shall be an appropriate federal or state court located in Georgia. The exclusive forum for any action that Best brings to enforce this Agreement shall be an appropriate federal or state court in the state in which you have your principal place of business. In either case, this Agreement shall be governed by the internal laws of the forum state without regard to the conflict of laws provisions thereof.
(c) This Agreement allocates risk between you and Best as authorized by applicable law, and pricing of Best’s products reflects this allocation of risk and the limitation of liability contained in this Agreement. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall be valid and enforceable according to its terms.
(d) ACT! is a registered trademark of Best Software SB, Inc. For an up-to-date list of copyright and trademark statements, refer either to the copyright page of the Software User's Guide or the Help About window within the Software. Other product names mentioned may be service marks, trademarks, or registered trademarks of their respective companies and are hereby acknowledged.
(e) No failure or delay of either party to exercise any rights or remedies under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same or other rights or remedies preclude any further or other exercise of the same or other rights or remedies, nor shall any waiver of any rights or remedies with respect to any circumstances be constructed as a waiver thereof with respect to any other circumstances.
(f) Quebec. With regard to Quebec, the parties declare that they have required that this Agreement and all documents related hereto, either present or future, be drawn up in the English language only. Les parties déclarent par les présentes qu'elles exigent que cette entente et tous les documents y afferents, soit pour le present ou l'avenir, soient rédigés en langue anglaise seulement.
(g) Sections 7 (Limited Warranty), 8 (Limitation of Liability and Damages), 11(b) (Governing Law), and this Section 11(g) shall survive the expiration or termination of this Agreement.
(h) This Agreement constitutes the entire agreement between you and Best with respect to the subject matter hereof, and supersedes all proposals, oral or written, and all other communications between the parties with respect to such subject matter. This Agreement shall not be modified, except by written agreement signed by the parties hereto. Employees, officers, and agents of Best are not authorized to modify this Agreement, or make any additional representations, commitments, or warranties binding on Best, unless made in writing and signed by an authorized officer of Best.
(i) Best shall not be liable for and shall be excused from any failure to deliver or perform or for delay in delivery or performance due to causes beyond its reasonable control, including but not limited to, work stoppages, shortages, civil disturbances, terrorist actions, transportation problems, interruptions or power or communications, failure or suppliers or subcontractors, natural disasters or other acts of God.
(j) All notices given hereunder shall be in writing and sent by overnight courier or delivered in person: (i) if to Best, to Best Software SB, Inc., Legal Department, 1505 Pavilion Place, Norcross, Georgia 30093; and (ii) if to you, to the address you indicated upon your registration of the Software.


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