Your standard terms and conditions of sale, purchase order or other documents are for your convenience only and any terms set forth therein that are inconsistent with, vary from, or add to the terms and conditions set forth in this Agreement shall not be binding on YZY SOFT unless agreed to in writing by YZY SOFT and are hereby rejected.
1. Single-Site Licenses (FileMaker Framework).
We encourage our customers to use Benroy Business App as the basis for their own business solutions. That is, users may not resell or distribute Benroy Business App (or derivative works based upon them) as templates or commercial product, or in such a way that they could be considered templates or commercial product in such a way that they would compete with YZY SOFT products.
Benroy Business App under single site licenses is sold as locked files, although we can help you integrate the product into your own solution and deploy a single instance of that solution at a single site. There are per-seat restrictions at that site and you need to purchase per user basis license. If you’d like to run more than one copy of the solution at your site, you’d need additional licenses for each instance and all users of the Benroy file.
2. Vertical Market Licenses (Wide Distribution Licenses)
If you wish to distribute a Benroy Business App integrated within your solution to more than 1 site (what we used to call “shrink wrapped” solutions or Vertical market solution), you have to purchase Vertical Market License.
Vertical Market licenses are designed to allow FileMaker developers to integrate Benroy into packages intended for resale. Such packages are generally sold to multiple locations and our Vertical Market license waives the single site license requirement above, replacing it with a world-wide distribution license for one package.
Should you wish to employ a Benroy in more than 1 package you’d need to purchase one Vertical Market License per package.
For example, if you’re a consultant developing software for a law firm, the firm would need a site license of Benroy Business App. If you then decide this software is really great and you’d like to sell it to every law firm in NY, you’d need to upgrade to a Vertical Market license. If you then make a version for cardiologists, you’d need a second vertical market license for that new package.
Users are enjoined from reselling, lending, or distributing any portion of these templates in any form other than as a thoroughly modified, tightly integrated component of another solution of their own design. Users may not resell or distribute Benroy Business App (or solutions into which the product is integrated) as templates or in such a way that they would compete with YZY SOFT products.
3. Developer License (Full Distribution Licenses)
Developer Licenses allows you to integrate the Benroy Business App with an unlimited number of clients. The Benroy Business App file is completely unlocked allowing you to embed or integrate it with an unlimited number of client solutions. Benroy could be customised and sold, lend or distributed any portion of the software to multiple clients in different business area. Although Users may not resell or distribute Benroy Business App (or solutions into which the product is integrated) as templates or in such a way that they would compete with YZY SOFT products.
4. Reservation of Rights. Except for the license set forth herein, YZY SOFT, and/or its licensors, own all title and proprietary rights, including without restriction all intellectual property rights in and to the Software and all copies thereof, all of which contain valuable trade secrets of YZY SOFT and/or its licensors.
5. Restrictions. This license is solely for Single-Site use and does not include the right to sublicense the Software. You may not use the Software for rental, timesharing, subscription service, hosting or outsourcing or to sublicense, lend, rent, lease or make the Software available to any third party.
6. Refund Policy. Single-Site Licenses are eligible for a refund with 30 days after the purchase. Due to the electronic nature of the software products and the delivery of unlocked versions all orders for Vertical Market Licenses and Developer Licenses are final and no refunds will be given. We strongly recommend that all customers evaluate the products prior to making a purchase – we are happy to provide demonstrations of all products.
7. Limited Warranty for Benroy Business App.
As the software is designed to be modified by the licensee, YZY SOFT can provide no warranty as to its suitability or fitness for a particular purpose. You sole remedy under this warranty is the refund of the purchase price of the Benroy Business App.
THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY YZY SOFT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS OR OTHER TERMS, EITHER EXPRESS OR IMPLIED (WHETHER COLLATERALLY, BY STATUTE OR OTHERWISE), INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY YZY SOFT SHALL CREATE A WARRANTY. SIMILARLY, NO ORAL OR WRITTEN INFORMATION SHOULD BE CONSTRUED AS TO OFFER A PROMISE OF TECHNICAL SUPPORT, SOFTWARE REPAIR OR MODIFICATION, OR PROMISE THAT CUSTOM BENROY CAN BE INTEGRATED WITH ANY THIRD PARTY SOLUTIONS OR SOFTWARE. YZY SOFT DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL YZY SOFT, ITS SUBSIDIARIES, OR ANY OF ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) OR DIRECT LOSS OF BUSINESS, BUSINESS PROFITS OR REVENUE, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OF OR INABILITY TO USE CUSTOM BENROY OR ACCOMPANYING WRITTEN MATERIALS, REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER UNDER CONTRACT, NEGLIGENCE OR OTHER TORT OR UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) AND EVEN IF YZY SOFT OR A YZY SOFT REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
YZY SOFT’S TOTAL LIABILITY TO YOU FOR DAMAGES FOR ANY CAUSE WHATSOEVER NOT EXCLUDED ABOVE HOWSOEVER CAUSED (WHETHER IN CONTRACT, NEGLIGENCE OR OTHER TORT, UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) WILL BE LIMITED TO THE GREATER OF U.S. $5.00. THE PARTIES AGREE THAT THIS LIMITATION OF REMEDIES AND DAMAGES PROVISION SHALL BE ENFORCED INDEPENDENTLY OF AND SURVIVE THE FAILURE OF ESSENTIAL PURPOSE OF ANY WARRANTY REMEDY.
ANY CUSTOM DEVELOPMENT WORK BY YZY SOFT WILL BE PERFORMED WITHOUT A FIXED SPECIFICATION; DEVELOPMENT, MODIFICATIONS, OR REVISIONS TO ANY SOFTWARE OR DATABASE APPLICATION, EVEN BUG FIXES, SHALL BE BILLABLE. THIS CUSTOM DEVELOPMENT IS NOT RETURNABLE OR REFUNDABLE.