TBX EULA Terms and Conditions
TBX EULA Terms and Conditions

End User Services and License Agreements

The following discloses our End User License Agreement (EULA) for Installable products.

End User License Agreement – Installable Products
Updated 01/01/18

Single End User License Agreement

IMPORTANT PLEASE READ THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USNG ANY TBX PRODUCTS:

This End User License Agreement ("EULA") is a legal agreement between you (an individual) and Accounting Services Bureau, Inc., developer of (“TBX”) TBX Trial Balance Exporter (“Licensor”) for the use of Licensor’s software products, which may include associated software components, content, printed materials and "online" or electronic documentation (collectively, the “TBX Products”). By installing or using a TBX Product, you agree to be bound by the terms of this EULA. This EULA represents the entire agreement between you and Licensor concerning TBX Products, and it supersedes any prior proposal, representation, or understanding between you and Licensor.

If you do not agree to the terms of this EULA, do not install or use any of the TBX Products.

The definition of “EULA” shall include any terms describing additional obligations or restrictions accompanying your order of the TBX Products, including, without limitation, any payment obligations, specified license period and usage restrictions. If you are deemed to have ordered a TBX Product, TBX’s acceptance is expressly conditional on your assent to the EULA to the exclusion of all other terms. Notwithstanding anything to the contrary contained in this EULA, if you have executed a separate written agreement with TBX that governs the license of a TBX Product, then the terms of such agreement and not this EULA shall govern and control.

Each TBX Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
Each TBX Product is licensed, not sold.

1. GRANT OF LICENSE.

Age Restriction. The TBX Products are intended for installation and use by persons who are not minors unable to enter into contracts and who are eighteen (18) years or older. Persons under the age of eighteen (18) should not install or use the TBX Products. By using a TBX Product, you represent and warrant to Licensor that you are eighteen (18) years of age or older and that your use of the TBX Products does not violate any applicable law.

Each TBX Product is licensed as follows:

(a) Installation, Registration and Use. Licensor grants to you (the “Individual User” or “you”) a non-exclusive, non-transferable, perpetual right and license to install and use each of the TBX Products which you have purchased on a single computer, machine or device owned and operated by the Individual User (a “Machine”), without a right to transfer, resell, further sublicense, loan or distribute any TBX Product or provide access to any TBX Product as a services or otherwise to any other person or entity; provided that the Individual User may deactivate a TBX Product at any time through the TBX Product’s registration screen and move such TBX Product to a different Machine and reregister it.

Each TBX Product will function in unregistered mode until registered. Registration, which can be achieved by clicking the “Registration ” button and entering a login and password and is Machine specific and an Internet connection is required. Copies of TBX Products which have not been registered will export up to 25 accounts, which should be used for testing purposes. After the TBX Product is registered the TBX Product becomes "unlocked" and will export all requested records. Licensor may add new features to the TBX Products (“New Features”) from time to time in its sole discretion. If new or amended terms for such New Features are presented to the Individual User by Licensor, the Individual User is not entitled to use any New Features unless the Individual User agrees to such new or amended terms.

The TBX Products contain a feature that permits them to communicate with Licensor to verify if the TBX Products are properly licensed. You agree not to disable the ability of the TBX Products to communicate with Licensor for such purpose.

You are responsible for obtaining and maintaining all of the hardware and software that you may need to use the TBX Products. You are responsible for protecting and safeguarding any keys, certificates, passwords, access codes, user IDs or other login information (collectively, “Passwords”) that are provided to you or that are generated in connection with your use of the TBX Software. You are fully and solely responsible for all activities that occur under your Passwords.

(b) Fees. Use of each TBX Product is subject to the payment of fees (the “Fees”) by the Individual User, which may vary according to the purchase option you have selected.
All Fees are non-refundable. Licensor may at any time, upon notice required by applicable law, (a) change the Fees, (b) institute new charges or fees, or (c) change this EULA. You agree that in the event Licensor is unable to collect the Fees owed by you to Licensor for any TBX Product, Licensor may take the steps it deems necessary to collect such Fees from you and that you will be responsible for all costs and expenses incurred by Licensor in connection with such collection activity.

2. DESCRIPTION OF OTHER RESTRICTIONS AND OBLIGATIONS; NO ASSIGNABILITY

(a) Maintenance of Copyright Notices.
You may not and you may not permit others to remove or alter any copyright notices made visible to you during your use of any TBX Product.

(b) Distribution; Remote Access; Rental; Export.
Each TBX Product is for your use only. You may not and you may not permit others to redistribute, transfer, sublicense, or resell any TBX Product to any other person or entity. You may not rent, lease, make available as a software as a service (SaaS), encumber, assign, or loan TBX Product to any other person or entity.

The TBX Products may not be exported or re-exported into (or to a resident or national of): (a) any country sanctioned by the United States government identified on the list published by the U.S. Bureau of Industry and Security, including Cuba, Iran, North Korea, Sudan and Syria, as such list may be updated from time to time; (b) any country, entity or person identified on any of the sanction lists, specifically designated nationals lists, denied party lists or entity lists published by the Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury, as such lists may be updated from time to time; (c) any other country subject to United States embargo or UN Sanctions; or (d) or any other prohibited country, person, end-user or entity specified by the United States government. You will not use any data, information, software programs or materials resulting from any TBX Product (or direct product thereof) for any purpose prohibited by these laws including, without limitation, nuclear, chemical or biological weapons proliferation, or the development of missile technology.

(c) Prohibition on Reverse Engineering, Decompilation and Disassembly.
You may not and you may not permit others to alter, merge, modify or adapt any TBX Product. You may not and you may not permit others to reverse engineer, decompile, disassemble or attempt to reconstruct, identify or discover or otherwise derive the source code, underlying ideas, underlying user interface techniques or algorithms within, modify or create derivative works from any TBX Product.

(d) Compliance with Applicable Laws.
TBX Products may only be used for lawful purposes. You must comply with the terms of EULA and with all applicable local, state, national and international rules, laws and regulations. You represent that you have all necessary right, power and authority to enter into this EULA and to perform the acts required of you hereunder. You will be responsible for all of your activity with respect to, and you will not permit any other person or entity to gain access to, any TBX Product.

(e) Not Assignable.
This EULA and the rights granted hereunder are not assignable by you.

3. TERMINATION
Without prejudice to any other rights and notwithstanding any reference to “perpetual” in this EULA, Licensor may terminate this EULA and your access to and use of the TBX Products if you fail to comply with the terms and conditions of this EULA. Upon expiration or termination of your account, Licensor shall provide you with written notice (which notice may be by electronic mail). You agree that all terminations for cause shall be made at Licensor’s sole discretion and Licensor shall not be liable to you or other third party for any termination.

4. COPYRIGHT
TBX Intellectual Property Rights

The TBX Products and all underlying algorithms, user interfaces and network and database designs and schemas, architecture, class libraries and objects, the unique expressions of the selection, organization and presentation of user visible functions, all templates and the methods of presenting information, all updates, upgrades, patches, maintenance releases and bug fixes and all documentation relating to any of the foregoing, whether in read only memory, on any other media or in any other form and all processes, analyses and methodologies, know-how, and trade secrets underlying the TBX Products and all related intellectual property rights throughout the world and all derivative works thereof developed solely by TBX, or by or with the input of another party, excluding any open source software which may be contained therein (the “Open Source Software”) (the “TBX Intellectual Property”) are protected by United States copyright and other intellectual property laws, belong to TBX and may not be used or reproduced by you without the express written permission of TBX. TBX hereby reserves any and all intellectual property rights in the TBX Intellectual Property.

All right, title and interest, including but not limited to copyrights, in and to the TBX Intellectual Property are owned solely by Licensor and are protected by applicable copyright and/or other intellectual property laws and treaties. All rights not expressly granted are reserved by Licensor.

To the extent the TBX Products contain third party technology which includes but is not limited to the Open Source Software, you will be responsible for complying with any separate terms provided by TBX or third parties applicable to your access to the Open Source Software that govern your use of such Open Source Software.

6. DISCLAIMERS; NO WARRANTIES
Any similarity between sample screens and reports shown through a TBX Product to real persons, living or dead is unintentional and purely coincidental. All names and personal characteristics are fictional and for the purpose of illustrating the TBX Products’ operation and sample screens.

LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES FOR THE TBX PRODUCTS. EACH OF THE TBX PRODUCTS IS PROVIDED 'AS IS' WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR THE IMPLIED CONDITION OF SATISFACTORY QUALITY. NO OBLIGATION OR LIABILITY WILL ARISE OUT OF LICENSOR RENDERING TECHNICAL OR OTHER ADVICE IN CONNECTION WITH ANY TBX PRODUCT. LICENSOR MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. LICENSOR FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO THE INDIVIDUAL USER OR TO ANY THIRD PARTY. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE TBX PRODUCTS TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION AND USE OF THE TBX PRODUCTS.

Some jurisdictions do not allow a limitation on implied warranties, and so the foregoing disclaimer may not apply to you.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

You agree to indemnify and hold Licensor and its affiliates, directors, officers, agents and employees, harmless from any claim, expense, cost or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the TBX Products, any claim that any TBX Product caused damages to a third party, your violation of this EULA or the rights of another.

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) RISING OUT OF YOUR USE OF OR INABILITY TO USE A TBX PRODUCT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR BE LIABLE FOR LOSS OF DATA OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL (INCLUDING LOST PROFIT), OR OTHER DAMAGES BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EVEN IF LICENSOR HAS BEEN ADVISED AS TO THE POSSIBILITY OF SAME. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF THE TBX PRODUCTS OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, COST OF COVER, LOSS OF DATA, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION OR OTHER PECUNIARY LOSS ARISING FROM THE USE OF (OR INABILITY TO USE) THE TBX PRODUCTS, NO MATTER HOW CAUSED AND ON ANY THEORY OF LIABILITY. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU FOR THE TBX PRODUCT.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR AN APPROVED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY. These limitations shall apply notwithstanding the failure of essential purpose of any limited remedy. You acknowledge that these limitations reflect a reasonable allocation of risk. There are no third party beneficiaries under this EULA.

8. GENERAL.
The EULA and your use of the TBX Products shall be governed by and construed in accordance with the laws of the State of Georgia without regard to conflict of laws principles or other provisions which might result in the application of laws other than the internal laws of the State of Georgia. The Uniform Computer Information Transactions Act will not apply to the EULA.

You further agree that any claims or causes of action arising out of or related to the EULA or the TBX Products shall be submitted to arbitration as provided below within one (1) year after such claim or cause of action arose, or such claim or cause of action shall be forever barred.

The courts of the State of Georgia (state and federal) will have sole and exclusive jurisdiction over any disputes or actions arising out of or relating to this EULA. The parties hereby waive all claims of immunity from such jurisdiction. Venue for any action brought arising out of or relating to this EULA will be in the State Courts in Georgia or in the United States District Court for the District of the State of Georgia.

For the purposes of the EULA: (a) the term “Dispute” will mean any dispute, controversy, or claim arising out of or relating to: (i) the EULA, its interpretation, or the breach, termination, applicability or validity of the EULA; or (ii) any other dispute arising out of or relating to the relationship between TBX and you; (b) the term “Company Group” will mean TBX, its parents, subsidiaries, affiliates, members, directors, officers, employees, agents, beneficiaries, assignees, successors in interest, and any third party which provides products or services purchased from or distributed by TBX; and (c) the term “User Group” will mean you and those in privity with you, such as your affiliates, employees, partners, contractors, agents, family members and beneficiaries.

No member of Company Group or User Group will submit any Dispute (defined below) to any court of law. Company Group and User Group hereby forfeit their right to file and litigate a lawsuit in a court of law relating to any Dispute. User Group understands that, in the absence of this paragraph, User Group would have had a right to litigate disputes through a court, including the right, if any and subject to the rules of User Group’s jurisdiction, to litigate claims on a class-wide or class-action basis, and that User Group has expressly and knowingly waived those rights and agreed to resolve any Disputes through binding arbitration in accordance with the EULA. This arbitration provision will be governed by the Federal Arbitration Act, 9 U.S.C. Section 1, et seq.

Company Group and User Group may each provide the other party with written notice of its intention to initiate arbitration with respect to any Dispute. If Company Group and User Group do not amicably resolve or settle the Dispute in writing within thirty (30) days after such notice, the notifying party will have the right to submit such Dispute to the American Arbitration Association (“AAA”) for binding resolution. Any such Dispute will be resolved exclusively and finally by the AAA. The AAA’s Commercial Rules will govern the arbitration proceeding. Company Group and User Group will agree upon another arbitration forum if AAA ceases all of its operations. The arbitration will be conducted before a single arbitrator and will be limited solely to the Dispute between Company Group and User Group. The arbitration, or any portion of it, will not be consolidated with any other arbitration and will not be conducted on a class-wide or class action basis.

Company Group and User Group will confer after service of written notice of arbitration to select a single agreed-upon arbitrator to adjudicate the Dispute. If Company Group and User Group are unable to agree upon an arbitrator within thirty (30) days after the date of such notice, the AAA will assign an arbitrator. Any decision or award rendered in such arbitration proceeding will be final and binding on Company Group and User Group, and judgment may be entered thereon only in the State or Federal courts in Chatham County, Georgia.

In the arbitration, the arbitrator will apply the laws of the State of Georgia, excluding its conflict of law principles. The arbitrator will not have the right to award treble damages or punitive damages. The location of the arbitration will be in Savannah, Georgia, and the arbitration will be conducted in the English language.

Notices

Any notice required or permitted to be given in accordance with the EULA shall be in writing. Notices to TBX shall be sent by personal delivery, registered or certified mail (return receipt requested, postage prepaid) or commercial express courier (with written verification of receipt) to: Accounting Services Bureau, Inc., 7801 Johnny Mercer Blvd, Savannah, GA 31410. For contractual purposes, you consent to receive communications from TBX electronically. Notices sent to you shall be sent by personal delivery, electronic mail, registered or certified mail (return receipt requested, postage prepaid) or commercial express courier (with written verification of receipt) to the address listed on your account. All notices will be deemed given: (i) when delivered personally; (ii) 24 hours after electronic mail is sent, unless TBX is notified that the email address is invalid; (iii) five (5) days after having been sent by registered or certified mail (or ten (10) days for international mail); or (iv) one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery). Either party may change its address for receipt of notice by notice to the other party in accordance with this Section.

General

TBX’s failure to exercise or enforce any right or provision of the EULA shall not be deemed to be a waiver of such right or provision. TBX is excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. The EULA contains the entire agreement between you and TBX and supersedes all prior agreements between the parties regarding the subject matter contained herein, except as otherwise specifically noted herein. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief. You may not assign or delegate any rights or obligations under the EULA. Any purported assignment and delegation shall be ineffective. TBX may freely assign or delegate all rights and obligations under the EULA, fully or partially without notice to you. TBX may also substitute, by way of unilateral novation, effective upon notice to you, which you agree may be electronic communication, any third party that assumes TBX’s rights and obligations under the EULA.