Smart Mail DRIP™ (“the Software Product/Service”) and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Innovative Marketing Direct Inc. or its subsidiaries, affiliates, and suppliers (collectively “Innovative Direct”) own intellectual property rights in the Software Product. The Licensee’s (“you” or “your”) license to allow use of the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement”).

Acceptance

You accept and agree to be bound by the terms of this agreement by selecting the “Accept” option and allowing Innovative Direct to utilize the software product on your behalf. You must agree to all of the terms of this agreement before the software product can be utilized for your marketing services provided by Innovative Direct. If you do not agree to all of the terms of this agreement, you must select “Decline” and  the software product will not be utilized and related services will not be performed.

License Grant / Archival Data Use

This Agreement entitles Innovative Direct to utilize the Software Product in conjunction with your database on your behalf. In addition, the Software Product is permitted to store archival copies of the data utilized. The archival copy may be retained for up to five (5) years by the software product. This Agreement does not permit the release or unauthorized access of the archival data stored within the Software Product, or the utilization of the Software Product for anything other than the agreed upon services. Extended use of the archival data on your behalf is only allowed if you obtain an appropriate agreement to extend services of the Software Product from Innovative Direct.

Restrictions on Transfer

Without first obtaining the express written consent of Innovative Direct, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sub-license, or otherwise transfer the use of the Software Product on your behalf. You may not decompile, “reverse-engineer”, disassemble, or otherwise attempt to derive the source code for the Software Product. You may not use the database portion of the Software Product in connection with any software other than the Software Product.

Disclaimer of Warranties and Limitation of Liability

Unless otherwise explicitly agreed to in writing by Innovative Direct, Innovative Direct makes no other warranties, express or implied, in fact or in law, including but not limited to, any implied warranties of merchantability or fitness for a particular purpose other than as set forth in this agreement or in the limited warranty documents provided with the software product.

Innovative Direct makes no warranty that the Software Product will meet your requirements or operate your specific conditions of use, other than the intended and engineered operations of the Software Product. Innovative Direct makes no warranty that the operation of the Software Product will be secure, error free, or free from interruption. You must determine whether the software product sufficiently meets your requirements for security and uninterruptability. You bear sole responsibility and all liability for any loss incurred due to failure of the software product to meet your requirements. Innovative Direct will not, under any circumstances, be responsible or liable for the loss of data on any computer or information storage device.

Under no circumstances shall Innovative Direct, Its directors, officers, employees or agents be liable to you or any other party for indirect, consequential, special, incidental, punitive, or exemplary damages of any kind (including lost revenues or profits or loss of business) resulting from this agreement, or from the furnishing, performance, installation, or use of the software product, whether due to a breach of contract, breach of warranty, or the negligence of Innovative Direct or any other party, even if Innovative Direct is advised beforehand of the possibility of such damages, to the extent that the applicable jurisdiction limits Innovative Direct’s ability to disclaim any implied warranties. this disclaimer shall be effective to the maximum extent permitted.

Limitation of Remedies and Damages

Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of Innovative Direct. Innovative Direct reserves the right to substitute a functionally equivalent copy of the Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product exclusive of any costs for shipping and handling.

Any claim must be made within the applicable warranty period. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by Innovative Direct to have been caused by you. All limited warranties on the Software Product are granted only to you and are non-transferable. You agree to indemnify and hold Innovative Direct harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.

Governing Law, Jurisdiction and Costs

This Agreement is governed by the laws of Florida, without regard to Florida’s conflict or choice of law provisions.

Severability

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.