Terms and Conditions | ENVISION CMS

Coast Software Subscription Services Agreement

Agreement

This agreement ("Agreement") is between Coast Software, Inc. ("Coast Software") located in Pensacola, FL USA, a Florida Corporation, and the Subscriber ("You", "Your"). This subscription agreement governs the free trial and paid subscription services ("Service", "Services") provided by Coast Software. The Services governed by this agreement include (but are not limited to): 1) Envision CMS subscription, 2) Quickbooks Connector subscription. Coast Software reserves the right to update and modify the Services from time to time.

By accessing this Service you agree to become bound by the terms and conditions of this Agreement.

This Agreement was last updated on May 1, 2022. It is effective between You and Coast Software, Inc. as of the date of You accepting this Agreement.

Coast Software, Inc. reserves the right to modify the Agreement from time to time with or without notice, and Coast Software, Inc. will post the modified Agreement at http://www.envisioncms.com/terms-and-conditions.htm or other interfaces through which you have ordered the Services. You acknowledge and agree that it is your responsibility to review the Agreement periodically to familiarize yourself with any modifications. With respect to such modified Agreement, Coast Software, Inc. may, at its sole discretion, require you to execute a “click accept” agreement incorporated into or as a condition of accessing Services after initial delivery. Even without such “click accept” agreement, your continued use of the Services after such modifications will constitute your acknowledgement and agreement of the modified

Agreement.

Age Restriction

The Services are intended for persons eighteen (18) years or older. Persons under the age of eighteen (18) should not access or use the Services. By using the Services, you represent and warrant to us that you are eighteen (18) years of age or older and that your use of the Services does not violate any applicable law.

BY ACCEPTING THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

Definitions

"You" or "Your" means the company or other legal entity for which you are accepting this Agreement.

"Purchased Service" meaning the Service that has been made available to You after payment has been received for said Service.

"Your Data" means all content submitted by You to the Purchased Service.

"We" or "Our" means the Coast Software, Inc ("Coast Software").

"Users" means individuals who are authorized by You to use the Service, for whom subscription licensees have been purchased.

Free Trial Coast Software may make the Service available to You on a trial basis free of charge until the expiration date of the trial period, or the start date of any Purchased Service ordered by You. ANY DATA YOU ENTER INTO THE SERVICE, AND ANY CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION BEFORE THE END OF THE TRIAL PERIOD.

Purchased Service

Provision of Purchased Service. Coast Software shall make the Purchased Service available to You pursuant to this Agreement.

Licensing Requirements

Envision CMS: Web subscription licensing is based on a standard concurrent user licensing model. The same user login may not be used simultaneously by multiple users to gain access to the Service.

Quickbooks Connector: One license is required per site. The same license may not be used simultaneously by multiple sites.

Coast Software shall: 1) Provide to You basic support for the Purchased Service at no additional charge, and/or upgraded support if purchased separately, 2) Use commercially reasonable efforts to make the Purchased Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Coast Software shall give at least 8 hours notice via the Purchased Service and which Coast Software shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Central time Friday to 6:00 a.m. Central time Monday). In some cases, downtime may be unscheduled or beyond our control, (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, hurricanes, earthquakes, civil unrest, acts of terror, strikes or other labor problems, or Internet service provider failures or delays, and 3) provide the Purchased Service only in accordance with applicable laws and government regulations.

You shall 1) be responsible for Users' compliance with this Agreement, 2) Be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, 2) Not sell, resell, rent or lease the Service, 3) Use the Service to store or transmit Malicious Code 4 ) Attempt to gain unauthorized access to the Service or their related systems or networks.

Loss of Data

Coast Software shall take all reasonable precautions to preserve the integrity and prevent any corruption or loss, damage or destruction of Your data. Coast Software shall not be liable for any loss of data.

Advertising

You agree that Coast Software may use any logo and/or name associated with You on the Coast Software or Purchased Service website and other materials in order to identify You as a Purchased Service user.

PROPRIETARY RIGHTS

Reservation of Rights

Subject to the limited rights expressly granted hereunder, Coast Software reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

CONFIDENTIALITY

Protection of Your Data

Coast Software shall strive to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. Coast Software shall not access Your Data except to provide the Service or prevent or address service or technical problems, or at Your request in connection with customer support matters.

Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

MUTUAL INDEMNIFICATION

Indemnification by Coast Software

Coast Software shall indemnify and hold You harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of a claim 1) alleging that the use of the Service as permitted hereunder infringes, misappropriates or violates any rights of a third party, or 2) that, if true, would constitute a breach by Coast Software of this Agreement.

Indemnification by You

You shall indemnify and hold Coast Software and Coast Software's subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of a claim 1) alleging that Your Data, or Your use of the Service in violation of this Agreement infringe, misappropriate or violate any rights of a third party; or 2) that, if true, would constitute a breach by You of this Agreement.

Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS ABOVE, (A) NEITHER YOU NOR COAST SOFTWARE SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF YOU OR COAST SOFTWARE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL COAST SOFTWARE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID TO COAST SOFTWARE BY YOU UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE INCIDENT.

TERMINATION

Term of Agreement

This Agreement commences on the date You accept it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Service for a free trial period, this Agreement will terminate at the end of the free trial period unless a Paid Subscription is licensed.

Billing

Billing will be in US Dollars (USD). When the Service is paid for monthly, amount is billed on your credit card in advance for the following 30 days and is non-refundable. When the Service is paid for annually, it is in advance and is non-refundable. Coast Software reserves the right to suspend Our service if payment is 10 business days or more overdue, We will suspend Service until such amounts are paid in full.

Cancellation

Cancellation requests for monthly billing must be submitted at least 5 days prior to month end by email to info@envisioncms.com. When the Service is billed annually, you may cancel the Service at any time with no refund.

Disposition of Your Data. 60 days after the effective date of termination of a Purchased Service subscription, Coast Software shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all Your Data in Our systems or otherwise in Our possession or under Our control. Upon termination of service Coast Software will provide upon request printed copies of Your data.

Venue

The validity and interpretation of this Agreement and the rights and obligations of the parties hereunder will be governed by the laws of Escambia County, Florida.

GENERAL PROVISIONS

Assignment You may not assign or otherwise transfer any right under this Agreement without Our prior written consent, which may be withheld in Our sole discretion.

Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings, statements, warranties, representations, and agreements, oral and written, relating hereto. Except as otherwise expressly provided herein, this Agreement may only be amended in a writing signed by both parties.

License Agreement

This agreement ("Agreement") is between Coast Software, Inc ("Coast Software", "We", "Our") located in Pensacola, FL USA, a Florida Corporation, and the Licensee ("You", "Your"). This agreement governs the use of EnvisionCMS ("Licensed Application") provided by Coast Software.

If You are below the legal age required to enter into a legal agreement, then You may not use the Licensed Application.

You may not use the Licensed Application if You are a direct competitor of Coast Software, or an employee of a direct competitor of Coast Software. By using the Licensed Application You agree to become bound by the terms and conditions of this Agreement. If You do not agree with these terms, You should not use the software and promptly return it for a refund.

This Agreement was last updated on May 1, 2022. It is effective between You and Coast Software as of the date of You accepting this Agreement.

DEFINITIONS. “Users" means individuals who are authorized by You to use the Licensed Application, for whom licensees have been purchased.

TERMINATION. This license and Your right to use this software automatically terminates if You fail to comply with any provision of this license agreement.

RIGHTS. Coast Software, Inc. retains all rights not expressly granted. Nothing in this license agreement constitutes a waiver of Coast Software, Inc.'s rights under the U.S. copyright laws or any other International, Federal, or State law.

ADVERTISING. You agree that Coast Software may use any logo and/or name associated with You on the Coast Software or Licensed Application website and other materials in order to identify You as a Licensed Application user.

LIMITED WARRANTY. COAST SOFTWARE, INC. MAKES NO WARRANTY OF REPRESENTATION, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THIS SOFTWARE OR DOCUMENTATION, ITS QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. AS A RESULT, THIS SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS" AND YOU, THE LICENSEE,
ARE ASSUMING THE ENTIRE RISK AS TO ITS QUALITY AND PERFORMANCE. IN NO EVENT WILL COAST SOFTWARE, INC. BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, even if advised of the possibility of such damages. In particular, Coast Software, Inc. shall have no liability for any data stored or processed with this software, including the costs of recovering such data. THE WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHERS, ORAL OR WRITTEN, EXPRESSED OR IMPLIED. No Coast Software, Inc. agent or employee is authorized to make any modifications or additions to this warranty. Information in this document is subject to change without notice and does not represent a commitment on the part of Coast Software, Inc. The software described in this document is furnished under this license agreement. The software may be used only in accordance with the terms of the agreement. Some states do not allow the exclusion of implied warranties or liability for incidental or consequential damages, so the above limitation or exclusion may not apply to You. This warranty gives You specific legal rights, and You may also have other rights which vary from state to state.