END
USER LICENSING AGREEMENT
NOTICE – READ ALL OF THE TERMS AND
CONDITIONS OF THIS END USER LICENSE AGREEMENT BEFORE ACCESSING OR USING THE
SOFTWARE OR THE SERVICES DEFINED BELOW.
1. INTRODUCTION.
This End User Licensing Agreement (“EULA”) is a legal agreement between
Elite Technical Services, Inc. (“Elite”), doing business as VendorSoft (Elite
and VendorSoft being collectively referred to herein as “VendorSoft”), and you
(“Licensee”) for the use of the software application and services known as
“VendorSoft” as described below.
2. AGREEMENT TO BE BOUND.
By applying for VendorSoft Software and Service and/or installing,
copying, using or accessing the VendorSoft Software and Service you agree to be
bound by the terms of this EULA and any subsequent versions as may be updated
from time to time as set forth below. BY REGISTERING WITH VENDORSOFT AND/OR
CLICKING ACCEPT OR YES OR OTHER APPROPRIATE BUTTON FOR INSTALLING, ACCESSING
AND/OR USING THE VENDORSOFT SOFTWARE AND SERVICE, YOU INDICATE YOUR ACCEPTANCE
OF THESE TERMS AND WILLINGNESS TO BE BOUND THEREBY. IF YOU DO NOT AGREE TO THE
TERMS OF THIS EULA, YOU MAY NOT INSTALL, USE OR ACCESS THE VENDORSOFT SOFTWARE
AND SERVICE. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT CLICK ACCEPT OR YES OR OTHER
BUTTON FOR INSTALLATION AND YOU MUST IMMEDIATELY CEASE USE AND/OR ACCESS TO THE
VENDORSOFT SOFTWARE AND SERVICE AND DELETE ANY SOFTWARE, CONTENT OR DATA
OBTAINED FROM YOUR HARD DRIVE.
PLEASE NOTE THAT YOU MAY NOT USE,
COPY, MODIFY OR TRANSFER THE VENDORSOFT SOFTWARE, OR ANY COPY OR PORTION
THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE AGREEMENT. ANY USE OF THE
SOFTWARE AND SERVICE IN THE ABSENCE OF YOUR AGREEMENT TO THESE TERMS AND
CONDITIONS OF THIS EULA IS UNLAWFUL.
3. TERMS AND DEFINITIONS.
For the purpose of this EULA:
“Licensee” shall mean the individual or
entity entering into this EULA with VendorSoft, as well as its parents,
subsidiaries and affiliates. If this EULA is entered into by an agent or
employee of the Licensee, by agreeing hereto, it is expressly warranted that
the agent or employee has the full authority to act on the Licensee’s behalf
and bind it or them to the terms of this EULA.
“VendorSoft” as a service shall mean a
certain Internet service, provided as a “Software as a Service” (“SaaS”)
application, which assists in the fulfillment of personnel requirements through
staffing vendors, as this SaaS application may be modified by VendorSoft from
time to time.
“Software and Service” shall mean
access and use of the VendorSoft software application located at <www.vendorsoft.com> (“VendorSoft
website”), any communication service hosted by VendorSoft’s communication
infrastructure, and any associated account information, software components,
service components, media, printed materials and online or electronic
documentation, as may be modified by VendorSoft from time to time.
“Client Users” shall mean individuals
and entities using VendorSoft software and services in order to optimize the
requirement-to-hire life cycle to acquire additional resources through outside
staffing vendors.
“Vendor Users” shall mean individuals
and entities using VendorSoft software and services to provide staffing
resources for fulfillment of staffing needs posted by Client Users.
“Intellectual Property Rights” means
any and all rights existing from time to time under patent law, copyright law,
trade secret law, trademark law, unfair competition law, and any and all other
proprietary rights and any and all applications, renewals, extensions and
restorations thereof in force now or hereafter in effect worldwide.
4. LICENSE GRANT.
VendorSoft grants to Licensee a non-exclusive, non-transferable,
renewable license to access and use VendorSoft Software and Service for the purpose
of fulfillment and administration of staffing duties and functions when using
staffing vendor partners to supply human capital resources, under the following
terms:
4.1. Installation and Use. Licensee may install, use, access, display
and run VendorSoft on any computer with Internet access. There is no limit to log-on times, frequency,
or uses with correct log-on privileges.
4.2. Activation. VendorSoft is activated and used through the
use of the Internet only. There are
technological measures in VendorSoft that are designed to prevent unlicensed
use and/or duplication of the application.
4.3. Duration. The license shall remain in effect for the
period during which any specific staffing requirement remains active and
unfulfilled, unless terminated by either party as set forth below.
4.4. Storage/Network Use. Licensee may not store or install a copy of
VendorSoft on a storage device, such as a network server, used only to install
or run the software on other workstation computers over an internal
network. It is intended and agreed that
VendorSoft will be accessed by the Licensee through the Internet and no copy of
the software will be owned or provided to the Licensee under this agreement.
5. OWNERSHIP.
Except as otherwise noted below, Licensee hereby acknowledges that
VendorSoft or third parties own all right, title and interest in VendorSoft
Software and Services, any portions thereof or any software, application,
process or content provided through or in conjunction with VendorSoft Software
and Services, including, without limitation all Intellectual Property
Rights. Licensee agrees that it will not
remove, obscure, or alter VendorSoft’s or any third party’s notice of
trademark, copyright or other Intellectual Property Right, which may be
attached to, part of, or accessed or displayed through, VendorSoft Software and
Services. Licensee agrees not to modify, adapt, translate, prepare derivative
works from, decompile, reverse engineer, disassemble or otherwise attempt to
derive source code from VendorSoft or to extract significant portions of
VendorSoft files for use in other applications nor to permit or assist third
parties to do so on your behalf.
6. NO
RENTAL/COMMERCIAL HOSTING; NO ASSIGNMENT.
Licensee may not rent, lease, lend or provide commercial use or hosting
services with or through VendorSoft. Licensee may not transfer or reassign the
Licensee’s rights under this EULA.
7. CONSENT
TO USE OF DATA. Licensee agrees that
VendorSoft and its affiliates and agents may collect and use technical
information gathered as part of the product support services provided to you,
if any, related to the Software and Services. VendorSoft may use this
information solely to improve our products or to provide customized services or
technologies to you and will not disclose this information in a form that
personally identifies you.
8. PRIVACY POLICY.
VendorSoft understands and respects that through the use of VendorSoft
Software and Services, VendorSoft may have access or come into possession of
proprietary, confidential or private data belonging to Licensee or third
parties. VendorSoft takes reasonable
steps to maintain the privacy of such data as set forth in VendorSoft’s Privacy
Policy, which may be found on the VendorSoft website. VendorSoft’s Privacy Policy is incorporated
herein as if set forth fully and as may be amended and revised from time to
time. Licensee agrees to be bound
thereby and agrees to periodically review the Privacy Policy for updates or revisions.
9. ADDITIONAL
SOFTWARE/SERVICES. This EULA applies
to updates, supplements, add-on components, or Internet-based services
components that VendorSoft may provide to you or make available to you after
the date you obtain your initial log-on. VendorSoft reserves the right to
discontinue any Internet-based services provided to you or made available to
you through the use of the application.
10. AGREEMENT MODIFICATION.
Licensee agrees that VendorSoft may revise the terms and conditions of
this EULA at any time. Any such revision or change shall be binding and
effective 30 days after VendorSoft’s posting the revised or changed EULA on the
VendorSoft website. Licensee agrees to periodically and regularly review the
VendorSoft website, including the current version of this EULA, to be and
remain aware of the terms of this EULA. If licensee does not agree to any
revision or change, the Licensee may terminate this EULA at any time by
providing VendorSoft with notice of termination to be addressed to joseph.monaco@vendorsoft.com. Continued access and use of VendorSoft
Software and Services after the 30-day period will be deemed agreement to be
bound by the revised and changed terms.
11. AUTHORIZED USERS.
The Licensee may, but is not required to, designate authorized users who
are permitted to access or use VendorSoft Software and Services as the
Licensee’s agent. In so doing, the Licensee has sole responsibility to (i)
maintain the confidentiality of any password that may be used to access the
VendorSoft Software and Services; (ii) establish the scope and limit of the
authorized users’ access to the VendorSoft Software and Services; (iii) ensure
that the authorized users are aware of, bound by and abide by the terms of this
EULA; and (iv) ensure that the authorized users are aware of, bound by and
abide by any change or revocation of the Licensee’s grant of authority. Licensee expressly authorizes VendorSoft to
process any and all account transactions that are initiated through the use of
an account password or by an authorized user.
12. SOFTWARE
ACCESS. It is agreed that Licensee and any designated
authorized users may access and use the VendorSoft Software and Services at any
time on any computer with Internet access so long as accurate log-in
information is provided. It is moreover
agreed that VendorSoft Software and Service is made available for use solely as
an SaaS, is universally available through connection on any web browser
connected to the Internet and that therefore Licensee has no need to copy
VendorSoft Software and Services or move the application to different
computers.
13. TERMINATION. Either party to this EULA may terminate the
agreement by providing notice thereof to the other. Licensee shall provide
notice to VendorSoft at joseph.monaco@vendorsoft.com
and VendorSoft shall provide notice to Licensee at Licensee’s last known e-mail
address provided by Licensee to VendorSoft.
Additionally, without prejudice to any other rights, VendorSoft may
terminate this EULA if Licensee fails to comply with any term or condition of
this EULA.
14. TERMS FOR CLIENT USERS ONLY.
14.1. VendorSoft Software and Services enables and assists Client Users
to make independent selection of staffing resources bid on by vendors based
upon criteria and questions provided by the Client Users as to job
requirements, candidate qualifications, vendor identification, etc. Client
Users are solely responsible for the accuracy and completeness of the specifications,
criteria and questions posted for purpose of soliciting entries or bids for any
staffing opening or Request of Proposal (“RFP”). VendorSoft will have no responsibility in
regard to the definition or accuracy of any RFP nor if an error in the RFP results
in any delay to the Client User.
14.2. The Client User may identify certain staffing vendors who they
wish to invite to bid on a specific RFP using VendorSoft Software and
Services. Additionally, VendorSoft may
identify certain other staffing vendors who may be appropriate to bid on the
RFP. In either case, in order to bid on
an RFP, a staffing vendor must become a licensed Vendor User, by agreeing to
the terms of this EULA, in order to be able to access and use VendorSoft
Software and Services.
14.3. VendorSoft will not undertake any independent inquiry and makes
no representation or warranty as to the qualifications, business practices, or
availability of any Vendor User or any other information provided by a Vendor
User in response to the Client User’s RFP.
14.4. Any proprietary information that Client User provides in the RFP
shall remain the property of the Client User.
VendorSoft agrees that it will not make use of such confidential
proprietary information, except and to the same extent that any staffing vendor
who may bid on the information may access and use the information. Client User understands and agrees that by
posting the RFP to the VendorSoft website, any confidential or proprietary
information contained therein will be made available to Vendor Users, over whom
VendorSoft has no authority and for whose actions they will not be liable.
14.5. In the course of reviewing bids submitted by Vendor Users, Client
User may be exposed to private, proprietary or confidential information from
the Vendor User or third parties. Client
User agrees that it will take reasonable steps to protect the privacy of such
information that it receives as a result of its use of the VendorSoft Software
and Services and to destroy such information and all copies thereof after it is
of no further use to the Client User.
14.6. VendorSoft Software and Services is designed as a “neutral”
application that enables objective comparison of criteria and qualifications
that are defined by the Client User. The
Client User has the sole right, ability and responsibility to select the Vendor
User or Vendor Users that can best fulfill the RFP in the Client User’s
opinion.
14.7. Elite reserves the right to bid on any RFP that it determines
it has qualified candidates to fulfill, under the same terms and conditions
that any other Vendor User may bid. The
Client User agrees to consider Elite in the same manner and criteria that it
will consider other Vendor Users.
14.8. Client User warrants and agrees that it will comply with all
applicable national or state laws in regard to the hiring, employment and
firing of personnel as may apply to staff resources that have been obtained in
connection with the use of VendorSoft Software and Services, including, but not
limited to any applicable anti-discrimination provisions.
14.9. Client User shall use VendorSoft Software and Services for lawful
purposes only. Client User shall not
post or transmit through VendorSoft Software or Services any material that
violates or infringes in any way on the rights of others, that is unlawful,
threatening, abusive, defamatory, invasive of privacy rights, obscene, profane
or otherwise objectionable, that encourages conduct that would constitute a
criminal offense or otherwise violate any law, or that contains advertising or
solicitation with respect to products or services except as specifically
authorized in the VendorSoft Software and Services. VendorSoft has the sole right, in its
discretion, to remove from the VendorSoft Software and Services any information
it has reason to believe is inaccurate, misleading, offensive or in any other
way violative of this section. In such
circumstances, VendorSoft will have no liability to Client User.
15. TERMS FOR VENDOR USERS ONLY.
15.1. VendorSoft Software and Services enables and assists Vendor Users
to bid on staffing resources based upon criteria and questions provided by the
Client Users as to job requirements, candidate qualifications, vendor
identification, etc. Vendor User
acknowledges and agrees that Client Users are solely responsible for the
accuracy and completeness of the specifications, criteria and questions posted
for purpose of soliciting entries or bids for any staffing opening or RFP. VendorSoft will have no responsibility in
regard to the definition or accuracy of any RFP nor if an error in the RFP
results in any delay to the Vendor User.
15.2. A Client User may identify certain staffing vendors who they wish
to invite to bid on a specific RFP using VendorSoft Software and Services.
Additionally, VendorSoft may identify certain other staffing vendors who may be
appropriate to bid on the RFP. You have
been invited by either a Client User or VendorSoft to bid on an RFP. In either case, in order to bid on an RFP,
you must become a licensed Vendor User, by agreeing to the terms of this EULA,
in order to be able to access and use VendorSoft Software and Services.
15.3. VendorSoft will not undertake any independent inquiry and makes
no representation or warranty as to the qualifications, business practices, or
availability of any Vendor User or any other information provided by a Vendor
User in response to the Client User’s RFP, or information provided by a Client
User.
15.4. Any proprietary information that Client User provides in the
RFP shall remain the property of the Client User. Vendor User agrees that it
will not make use of such confidential proprietary information other than for
the purpose of bidding on an RFP.
15.5. By bidding on an RFP, you warrant that you have the
qualifications and experience that you represent you have in the information
you submit. Any deviation from such
qualifications and experience will be considered a breach of this agreement.
15.6. VendorSoft Software and Services is designed as a “neutral”
application that enables objective comparison of criteria and qualifications
that are defined by the Client User. Vendor User acknowledges and agrees that
Client Users have the sole right, ability and responsibility to select the
Vendor User or Vendor Users that can best fulfill the RFP in the Client User’s
opinion.
15.7. Elite reserves the right to bid on any RFP that it determines
it has qualified candidates to fulfill, under the same terms and conditions
that any other Vendor User may bid. In
such circumstances, Elite shall provide the same information in the same manner
as other Vendor Users.
15.8. Vendor User warrants and agrees that it will comply with all
applicable national or state laws in regard to the employment of personnel in
connection with the use of VendorSoft Software and Services, including, but not
limited to any applicable anti-discrimination provisions.
15.9. Vendor User shall use VendorSoft Software and Services for
lawful purposes only. Vendor User shall
not post or transmit through VendorSoft Software or Services any material that
violates or infringes in any way on the rights of others, that is unlawful,
threatening, abusive, defamatory, invasive of privacy rights, obscene, profane
or otherwise objectionable, that encourages conduct that would constitute a
criminal offense or otherwise violate any law, or that contains advertising or
solicitation with respect to products or services except as specifically
authorized in the VendorSoft Software and Services. VendorSoft has the sole right, in its
discretion, to remove from the VendorSoft Software and Services any information
it has reason to believe is inaccurate, misleading, offensive or in any other
way violative of this section. In such
circumstances, VendorSoft will have no liability if such action results in a
Vendor User not being considered for any specific RFP. VendorSoft has the sole right, in its
discretion, to refuse access to the bidding process to any Vendor User who VendorSoft
has reason to believe or learns has posted inaccurate, misleading or offensive
information and to deny future access to such Vendor User.
16. INDEMNITY.
VendorSoft is not acting as a broker or agent for either the Client User
or Vendor Users who may bid on an RFP.
VendorSoft should not be named in any litigation concerning any contract
that was or was not awarded as a result of or in connection with or in any way
related to the use of the VendorSoft website, the acceptance or rejection of
any bid in response to an RFP or any job performed in connection
therewith. In the event that VendorSoft
is named in such litigation, Client User and Vendor User agree to hold harmless
and indemnify VendorSoft for all costs and damages, resulting therefrom,
including reasonable attorney fees incurred in the defense of such action.
17. DISCLAIMER
OF WARRANTIES. Licensee agrees that
the use of VendorSoft and VendorSoft Software and Services is solely at
Licensee’s risk. All software and
services are provided by VendorSoft on an “as is” and “as available”
basis. EXCEPT AS MAY BE OTHERWISE NOTED
IN THIS EULA, VENDORSOFT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS. VENDORSOFT DOES NOT MAKE ANY WARRANTY THAT THE
SOFTWARE OR SERVICES LICENSED HEREIN WILL MEET YOUR REQUIREMENTS OR THAT ACCESS
OR SERVICES WILL BE AVAILABLE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.
VENDORSOFT MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USING
THE VENDORSOFT SOFTWARE AND SERVICES OR THE ACCURACY OR RELIABILITY OF ANY
INFORMATION OBTAINED THROUGH OUR SERVICES. LICENSEE AGREES THAT ANY MATERIAL
AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF VENDORSOFT
SOFTWARE AND SERVICES IS DONE AT LICENSEE’S OWN RISK AND DISCRETION AND THAT
LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE’S COMPUTER
SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR ACCESS OF SUCH
MATERIAL AND/OR DATA. VENDORSOFT MAKE NO
WARRANTY REGARDING ANY SERVICES PROVIDED BY THIRD PARTIES WHICH ARE OBTAINED
THROUGH OR AS A RESULT OF ANY VENDORSOFT SERVICES OR ANY TRANSACTION ENTERED
INTO, THROUGH OR AS A RESULT OF YOUR USE OF THE VENDORSOFT SOFTWARE AND
SERVICES. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN OBTAINED BY LICENSEE FROM VENDORSOFT OR THOUGH
VENDORSOFT SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN AND
LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT THAT
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF
THE ABOVE EXCLUSIONS MAY NOT APPLY. IT IS AGREED THAT THE EXCLUSIONS SHALL
APPLY TO FULLEST EXTENT PERMITTED BY LAW.
18. EXCLUSION
OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL VENDORSOFT BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION,
FOR BUSINESS INTERRUPTION, FOR PROSPECTIVE BUSINESS ADVANTAGE, FOR PERSONAL
INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD
FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR
OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF,
MISUSE OF OR INABILITY TO USE THE VENDORSOFT SOFTWARE AND SERVICES, THE
PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION,
SOFTWARE, AND RELATED CONTENT THROUGH THE VENDORSOFT WEBSITE OR OTHERWISE
ARISING OUT OF THE USE, MISUSE OR UNAVAILABILITY OF THE VENDORSOFT SOFTWARE AND
SERVICES OR VENDORSOFT WEBSITE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY
PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING
NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH
OF WARRANTY OF VENDORSOFT, AND EVEN IF VENDORSOFT OR ANY SUPPLIER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19. LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES SHALL VENDORSOFT BE LIABLE TO ANY USER ON ACCOUNT
OF THAT USER’S USE OR MISUSE OF VENDORSOFT SOFTWARE AND SERVICES OR CONTENT
PROVIDED IN CONNECTION THEREWITH. SUCH LIMITATION OF LIABILITY SHALL APPLY TO
PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY,
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE (EVEN IF VENDORSOFT HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM
USE OR MISUSE OF AND RELIANCE ON VENDORSOFT SOFTWARE AND SERVICES OR FROM THE
INTERRUPTION, SUSPENSION OR TERMINATION OF VENDORSOFT SOFTWARE AND SERVICES,
INCLUDING DAMAGES THAT MIGHT BE INCURRED BY THIRD PARTIES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND THE FULLEST EXTENT
PERMITTED BY LAW.
20. EXCLUSIVE REMEDY. Licensee
agrees that VendorSoft’s sole liability and Licensee’s exclusive remedy, in
law, in equity or otherwise, with respect to any software or service provided
by VendorSoft or for any breach of this EULA is solely limited to VendorSoft’s
repair or restoration of any VendorSoft Software and Service that did not
substantially and materially perform in the manner set forth in the VendorSoft
website or return of the amount of any fee paid by Licensee for the use of the
VendorSoft Software. In light of the fact
that the sole consideration for provided by Licensee to VendorSoft for this
license is the exchange of promises set forth in this EULA, in no event or
circumstance, shall damages exceed US$200.00.
21. MISCELLANEOUS PROVISIONS.
21.1. This EULA will be governed by and
construed in accordance with the laws of the State of New York, excluding its conflict of laws
rules. Licensee and VendorSoft hereby
agree to submit to the sole and exclusive subject matter jurisdiction, personal
jurisdiction and venue of the Supreme Court State of New York, County of Suffolk, or the United States District
Court, Eastern District of New York.
21.2. If for any reason a court of competent
jurisdiction finds any provision or portion thereof to be unenforceable, the
remainder of the terms of the EULA shall continue in full force and effect.
21.3. This EULA and any expressly incorporated
document represents the entire agreement between the parties with respect to
the subject matter hereof and supersedes and replaces all prior or
contemporaneous understandings or agreements, written or oral.
21.4. Any waiver of any provision of this EULA
will be effective only if in writing and signed by VendorSoft. The failure by VendorSoft to enforce any
provision of this EULA or portion thereof does not act as a waiver or estop
VendorSoft from enforcement of the remaining terms.
21.5. The section headings appearing in this
EULA are inserted for convenience only and in no way define, limit, construe or
describe the scope or extent of any section or, in any way, affect such
section.