END USER LICENSE AGREEMENT - READ CAREFULLY


A. Agreement. By using the Emisoft Salon Software, you agree to be bound by the terms of this End User License Agreement (this "EULA"). If you do not agree to the terms of this EULA, do not use or access our Program

B. What this EULA Covers. This EULA covers the Emisoft Salon Software product which may include computer software, associated media, hardware, printed materials, and electronic documentation (collectively, the "Web-based Program"). The Web-based Program also includes any updates and supplements to the original Web-based Program provided to you by Emicor.
C. Meaning of "You." If the person accessing this Web-based Program is an individual using it for his or her own business purposes, "you" means the person using this software. If the person accessing this Web-based Program is doing so in furtherance of the purposes of another person, including an organization (whether or not the employer or the person) then "you" means both the person accessing this software and the other person, including an organization. No person accessing the software for another may do so unless the person accessing the software is authorized to bind the other person, including an organization, and failure to be so authorized will result in unauthorized use of the software subject to civil and criminal consequences.
D. The Parties to this EULA. This EULA is a legal agreement between you and Emicor, Inc. ("Emicor").
E. Nature of this EULA. The Web-based Program is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Webbased Program is licensed, not sold.

1. GRANT OF LICENSE.

Emicor grants to you a nonexclusive license to use the Web-based Program which includes but is not limited to the following features for your business: point of sale (POS), appointment book, service and inventory manager, credit card integration, automatic email notifications, text message reminders, fingerprint time clock, client database, employee database, marketing and email blast, birthday reminders, accounting and payroll, tips, commissions and retail, report and analysis, security and date protection, surveillance, remote access, email and insider.

2. LICENSE FEE

As of the effective date of this EULA, the monthly fee for the license for the Web-based Program is $99.00. Once you register and enter your credit card information, your monthly payment will automatically charge your credit card every month. By purchasing the license you authorize Emicor to charge your credit card automatically every month until you or Emicor terminate the license. Emicor does NOT store your credit card information on its servers, only the last four digits and expiration date. Emicor reserves the right to change the monthly license fee at any time for any reason. In the event that Emicor changes the license fee, you will be required to reauthorize Emicor to deduct the new monthly license fee. In the event that you do not agree to the new license fee, then your license will be terminated as of the then-upcoming monthly billing cycle.

3. PROGRAM UPDATES

Emicor may from time to time update the Web-based Program and/or this EULA and require that you re-accept the EULA. If a Web-based Program update completely replaces (full install) a previously licensed version of the Web-based Program you may not use both versions of the Web-based Program at the same time nor may you transfer them separately. If you do not accept the new EULA, you will not be able to access the updated version of the Web-based Program. 4. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

a) Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Web-based Program.
b) Separation of Components. The Web-based Program is licensed as a single product. Its component parts may not be separated for use on more than one computer and must be presented to the user in the whole form as distributed by Emicor or its designated suppliers.
c) Rental or Sale. Without exception you may not rent, sell, lease, lend or provide commercial or fee-based hosting services for the Web-based Program or otherwise charge any type of access fee to users in exchange for access to the Web-based Program.
d) One License per Location. Without exception, your license is limited to one location only. If you want to use the Web-Based Program at more than one location, you must purchase a separate license for each location.

5. ELECTRONIC COMMUNICATION

a) Email Service. Upon registering for the Web-based Program, you will automatically be assigned an email address that consists of your “username”@salonemail.com. This email service is an optional feature of the Web-based Program. In the event that you utilize the email service, Emicor is not responsible for the loss of any data or content contained in the email system. You agree to indemnify and hold harmless Emicor for any problems or loss of data or content that may occur in conjunction with the use of the email service.
b) Prohibited Actions. In addition to (and/or as some examples of) the violations described in the EULA you may not:
Generate or facilitate unsolicited commercial email ("spam"). Such activity includes, but is not limited to
- sending email in violation of the CAN-SPAM Act or any other applicable antispam law
- imitating or impersonating another person or his, her or its email address, or creating false accounts for the purpose of sending spam
- data mining any web property to find email addresses
- sending unauthorized mail via open, third-party servers
- sending emails to users who have requested to be removed from a mailing list
- selling, exchanging or distributing to a third party the email addresses of any
person without such person's knowing and continued consent to such disclosure
- sending unsolicited emails to significant numbers of email addresses belonging to
individuals and/or entities with whom you have no preexisting relationship
Send, upload, distribute or disseminate or offer to do the same with respect to any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content
Intentionally distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature
Conduct or forward pyramid schemes and the like
Transmit content that may be harmful to minors
Impersonate another person (via the use of an email address or otherwise) or otherwise misrepresent yourself or the source of any email
Illegally transmit another's intellectual property or other proprietary information without such owner's or licensor's permission
Use the Web-based Program to violate the legal rights (such as rights of privacy and publicity) of others
Promote or encourage illegal activity
Create multiple user accounts in connection with any violation of the EULA or create user accounts by automated means or under false or fraudulent pretenses
Sell, trade, resell or otherwise exploit for any unauthorized commercial purpose or transfer any email account
Modify, adapt, translate, or reverse engineer any portion of the email service
Remove any copyright, trademark or other proprietary rights notices contained in or on the email service
Reformat or frame any portion of the web pages that are part of the email service

6. THIRD PARTY MERCHANT SERVICES.

The Web-based Program offers a platform to use the services of First Data, a merchant independent from Emicor (“Third Party Merchant”). Emicor does not provide merchant services directly. Therefore, you must have a separate contract with the Third Party Merchant in order to use the payment features of the Web-based Program. Emicor is not a party or beneficiary to the contract between you and the Third Party Merchant. Emicor shall be in no way liable for any disputes, billing errors, or any other problems that arise out of the contract between you and the Third Party Merchant.

7. TERMINATION.

Without prejudice to any other rights, Emicor may terminate your license for any reason, including but not limited to your failure to comply with the terms and conditions of this EULA or your form of payment being declined. In such event, you must immediately stop accessing the Web-based program, and destroy all copies of the Web-based Program and all of its component parts in your possession or under your control. You will be given fifteen (15) days from the date notice date of your license termination to download any and all data from the Web-based Program. Emicor is not liable or responsible for the loss of any data.

8. COPYRIGHT.

Except for the limited license rights granted in this EULA, all right, title, and interest in and to the Web-based Program (including, but not limited to, any images, photographs, animations, video, audio, music, text, or computer code incorporated into the Web-based Program), the accompanying printed materials, and any copies of the Web-based Program are owned by Emicor. All rights in and to the content that may be accessed through use of the Web-based Program is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants no rights to use such content beyond the license described herein. All rights not expressly granted are reserved by Emicor and/or the owner(s) of the Web-based Program or other materials. This EULA does not grant you any rights in connection with any trademarks or service marks of Emicor.

9. CONSENT TO USE OF DATA.

You agree that Emicor and its subsidiaries may collect and use technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Web-based Program and to verify compliance with the terms of this License. Emicor may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.

10. U.S. GOVERNMENT RESTRICTED RIGHTS.

The Web-based Program and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth is subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

11. EXPORT RESTRICTIONS.

You may not export or re-export the Web-based Program, any part thereof, or any process or service that is the direct product of the Web-based Program (the foregoing collectively referred to as the "Restricted Components"), to any country, person, entity, or end user subject to U.S. export restrictions. You specifically agree not to export or re-export any of the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; (ii) to any end user who you know or have reason to know will utilize the Restricted Components in the design, development, or production of nuclear, chemical, or biological weapons; or (iii) to any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. Government. You represent and warrant that no governmental authority has suspended, revoked, or denied your export privileges.

12. LIMITED WARRANTY FOR HARDWARE ONLY

IF APPLICABLE, EMICOR WARRANTS SOLELY TO THE PERSON WHO DIRECTLY ACQUIRES EACH LICENSE FROM EMICOR THAT ANY ACCOMPANYING HARDWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE ACCOMPANYING WRITTEN MATERIALS FOR A PERIOD OF THIRTY (30) DAYS AFTER THE DATE OF RECEIPT BY YOU. WHERE THE WEB-BASED PROGRAM IS PROVIDED TO YOU FOR USE, THE WARRANTY PERIOD BEGINS TO RUN WHEN YOU FIRST RECEIVE THE HARDWARE, REGARDLESS OF WHEN YOU START USING THE HARDWARE. IF ANY APPLICABLE HARDWARE IS DEFECTIVE OR DOES NOT PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE ACCOMPANYING WRITTEN MATERIALS DURING THE THIRTY (30) DAY PERIOD, YOU MAY SHIP, AT YOUR COST, THE HARDWARE BACK TO EMICOR FOR A REPLACEMENT. AFTER THE THIRTY DAY PERIOD EXPIRES, EMICOR OFFERS NO FURTHER WARRANTIES, AND YOU WILL HAVE TO CONTACT THE MANUFACTURER DIRECTLY FOR ANY QUESTIONS OR CLAIMS.

13. NO ADDITIONAL WARRANTIES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS EULA, EMICOR PROVIDES THE WEBBASED PROGRAM WITH ALL FAULTS; THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU; AND EMICOR MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, EVEN IF THAT PARTY HAS BEEN MADE AWARE OF SUCH PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WHICH YOU OBTAIN FROM EMICOR OR THROUGH THE USE OF SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. EMICOR DOES NOT WARRANT THAT ANY FUNCTIONS OF OUR WEB-BASED PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR OUR SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL MECHANISMS. EMICOR MAKES NO WARRANTIES ABOUT THE ACCURACY, INTEGRITY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE MATERIAL, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS. YOU (AND NOT US) ASSUME THE COST OF ALL NECESSARY CORRECTIONS OR REPAIR.

14. LIMITATION OF LIABILITY

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) EXCEED ONE MONTH’S USAGE. EMICOR DOES NOT WARRANT THAT THE WEB-BASED PROGRAM WILL OPERATE ERROR-FREE OR THAT THE WEB-BASED PROGRAM AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE WEB-BASED PROGRAM OR THE MATERIAL RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, OR TOTAL LOSS OF DATA, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS OR LOSSES.
(a) YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBBASED PROGRAM, THE INTERNET GENERALLY, AND FOR YOUR CONDUCT ON AND OFF THE WEB-BASED PROGRAM.
(b) IN NO EVENT SHALL EMICOR (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE WEB-BASED PROGRAM AND/OR ANY DOCUMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EMICOR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY TO YOU. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN EMICOR'S MAXIMUM LIABILITY TO YOU FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO U.S. $200.00 IN THE AGGREGATE.
(d) IN NO EVENT SHALL EMICOR (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF US $200.00.
(e) DUE TO THE NATURE OF THIS AGREEMENT, IN ADDITION TO MONEY DAMAGES, YOU AGREE THAT EMICOR WILL BE ENTITLED TO EQUITABLE RELIEF UPON A BREACH OF THIS AGREEMENT BY YOU.

15. INDEMNITY, HOLD HARMLESS AND RELEASE

You agree to indemnify, defend and hold harmless Emicor from and against any and all liability, claims, costs and expenses (including, without limitation, reasonable legal fees and expenses), alleging or resulting from your use of this Web-based Program in violation or breach of the EULA or any applicable laws.

16. SECURITY CAMERA

If You decide to install security cameras and connect them to the Web-Based Program, you take full and complete responsibility for compliance with any and all federal, state and local laws and regulations. You agree to indemnify and Hold Emicor harmless from any claims, demands or lawsuits arising from or relating to your installation and use of security cameras. Your obligation to indemnify Emicor shall include, but is not limited to, Emicor’s reasonable attorney’s fees and costs relating to any such claim.

17. FINGER PRINT DEVICES

If You decide to use the finger print hardware for your employees, you take full and complete responsibility for compliance with any and all federal, state and local laws and regulations. Emicor does NOT store any photographic data of a fingerprint on its servers, only the log information. Photographic data is stored only on the hardware. In the event that you need a new hardware device, you will need to re-register fingerprints on the new hardware. You agree to indemnify and Hold Emicor harmless from any claims, demands or lawsuits arising from or relating to your installation and use of fingerprint hardware. Your obligation to indemnify Emicor shall include, but is not limited to, Emicor’s reasonable attorney’s fees and costs relating to any such claim.

18. GOVERNING LAW AND VENUE

The EULA is governed by the laws of the State of Illinois. Any dispute arising out of this Policy shall have sole, exclusive venue in the courts located in Cook County, Illinois.

419. ATTORNEY FEES

In the event that Emicor must take legal action to enforce the terms of the EULA, you shall be responsible for Emicor’s reasonable attorney fees and court costs.

20. COMPLETE AGREEMENT

This EULA constitutes the entire agreement between Emicor and you and governs your use of the Web-based Program provided by Emicor. This EULA supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof [End of Licensing Agreement – Updated 11/1/2010]