Tax Savings Calculator License Agreement
Revised 11/19/03
This License Agreement (“Agreement”) is a legal agreement between you (an employer or a consultant or firm providing services to employer-clients) and Employee Benefits Institute of America Inc. (the author of the software, hereinafter “EBIA”) governing your nonexclusive right to use the EBIA Tax Savings Calculator (the “Calculator”) by placing a link on your website that will launch the Calculator once a password (the “access code”) is entered, and the limits on that use. The Calculator resides on, and is launched from, EBIA’s website or a third-party website arranged by EBIA. You must agree to the terms of this Agreement before you place the link to the Calculator on your website. Retaining the link on your website constitutes your ongoing agreement to all of the terms contained herein. The terms of this Agreement may change from time to time, as determined by EBIA in its sole discretion. By continuing to house the link to the Calculator on your website, you will be signaling your continued acceptance of the terms of this Agreement, as it may be modified. You may obtain a copy of the current form of this Agreement by visiting our website (ebia.com) or by contacting us at customerservice@ebia.com. This Agreement cannot be assigned or transferred to any third party.
License to Use
EBIA grants you a limited, nonexclusive, nontransferable right to place a link to the Calculator on your website for a one-year period. EBIA will provide you with an access code to the Calculator. It is your responsibility to distribute the access code to your employees (if you are an employer) or to the employees of your employer-clients (if you are a consultant). You may not distribute the access code to any other person or entity. The access code cannot be placed in a public area of your website. We expect to change the access code about once or twice a year (more frequently if requested), but we reserve the right to change it more frequently as we deem appropriate for security purposes. You will be provided with the replacement access code in advance of any change. It is understood that EBIA will also license the Calculator to other nonexclusive users.
You must provide EBIA with the URL of the web page that employees will visit to access the Calculator (the page can be in a public area of your website or in a password-protected area). Your license will permit access from that web page only. We will provide you with sample text and a link to the Calculator to place on that page. When employees click on the link, the Calculator’s password page will launch. Use on any other web page or site, or for any purpose other than personal access by your employees or the employees of your employer-clients, is prohibited. Patent, copyright, trademark, trade secret and other laws and treaties relating to intellectual property rights protect the Calculator. EBIA is the exclusive owner of the Calculator. Neither you nor any user accessing your web site may copy, modify, reverse engineer, de-compile, disassemble, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit the Calculator, in whole or in part. If you know or have reason to know that any unauthorized person or entity is accessing the Calculator, you must advise EBIA of such unauthorized access by sending an e-mail with details to customerservice@ebia.com .
Calculator Updates
The Calculator makes use of various rates and tables released by the United States government, which are subject to change from time to time, as are the laws to which they relate. EBIA agrees to update the calculator periodically to incorporate relevant changes (generally, within three months after new figures are available or new laws are effective) and may update it any other time, in its sole discretion, for any reason whatsoever. This Agreement shall also apply to any updates of the Calculator. EBIA will notify you by e-mail when an update occurs. Since the Calculator resides on EBIA’s website or a third-party website arranged by EBIA, no action is required by you to get the updated version installed.
Support
EBIA uses the services of an outside firm to handle support questions related to the placement and operation of the link to the Calculator on your website. Support will normally be provided within one business day. Neither EBIA nor the outside firm will provide any type of customer service directly to the end-user (for example, support to employees relating to the installation of the appropriate Macromedia Flash plug-in on their computers), and any end-user who contacts EBIA for assistance will be redirected to your IT department.
Disclaimer
While every effort has been made to make sure that this Calculator produces a fair estimate of tax savings, use of this Calculator does not constitute legal, accounting or tax advice or other professional service by EBIA. The Calculator is being provided “as-is” without warranty of any kind, either express or implied or statutory, including, without limitation, implied warranties of merchantability, non-infringement and fitness for a particular purpose. In no event shall EBIA be liable for any damages, direct or indirect, including, without limitation, incidental, consequential and special damages, expenses, lost profits, lost savings or other losses or damages arising out of the use of the Calculator. Furthermore, if placement of the link on your website, installation by end-users of the flash plug-in, or any other function relating to the Calculator causes a problem of any kind or nature, whatsoever, any resulting damages, to your website or computers or systems or those of any end-user, shall be your sole responsibility. The entire liability of EBIA shall be limited to the amount actually paid for the license for the most recent one-year license period. This disclaimer applies to all types of claims, whether sounding in breach of contract, breach of warranty, manufacturer’s negligence, strict liability, misrepresentation and any other type of claim.
Termination and Discontinuance
This Agreement shall terminate on the earlier date of: a) any violation of any term or condition of this Agreement or b) the last day of the month that is twelve months from the date that EBIA sends you the link to the Calculator to place on your website. After your one-year license period ends, the Calculator will become inaccessible from your website. Prior to the normal expiration of your license you will be given the opportunity to purchase a renewal of your license for an additional one-year period, if EBIA continues to offer the Calculator and no term of this license agreement has been breached. If you do not purchase a renewal of your license before the Agreement terminates, you must promptly remove the link to the Calculator from your website. After the Agreement terminates, the access code will no longer work. Your failure to comply with any term of this Agreement shall cause your license to automatically terminate, without limiting EBIA’s right to pursue any other remedy available to it by law.
EBIA reserves the right to discontinue the Calculator at any time, in its sole discretion, in which event EBIA will refund to you a pro-rata portion of your purchase price for the unused period remaining on your license and this Agreement shall be deemed terminated. Upon such discontinuance and termination, the Calculator will become inaccessible from your website and you shall be obligated to promptly remove the link to the Calculator from your website.
Indemnification
In the event that any person makes unauthorized use of the Calculator and/or any claim is brought in connection with any person who accessed the Calculator through you, you agree to indemnify and hold EBIA harmless from said claims, including reimbursing it for any attorneys’ fees and costs incurred in prosecuting and/or defending such claims.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect. Exclusive jurisdiction for any dispute shall be in King County, Washington Superior Court. The prevailing party in any dispute will be entitled to recover from the other party all of its attorneys’ fees and costs incurred in the dispute.
