Last updated: 1st February 2023
This End-User License Agreement (referred to as the "EULA") is a legally binding agreement between you, the Licensee, an individual customer or entity, and the licensor (Profile Technology), the company, and the author of Profile ERP Software, the Software, which may include associated media, printed materials, and online or electronic documentation. This Agreement is a legally binding contract that includes terms that limit your legal rights and Licensors' liability to you, and shall govern all access to and use of this Software. You hereby agree, without limitation or alteration, to all the terms and conditions contained herein.
By installing, copying, or otherwise using the Licensed Product (Software), the Licensee agrees to be bound by the terms and conditions outlined in this EULA. However, if the Licensee does not agree to the terms and conditions outlined in this EULA, the said Licensee may not download, install, or use Software.
"EULA" shall refer to this End-User-License-Agreement, including any amendment to this Agreement.
"Licensee" shall refer to the individual or entity that uses the Profile ERP Software.
"Licensor" shall refer to the company or author, Reitig Consultants Ltd T/A Profile Technology, located at Finisklin Business Park, Finisklin, Co. Sligo, Ireland F91 YX01.
"Software/Licensed product" shall mean Profile ERP Software, the Licensed Product provided pursuant to this EULA.
“Maintenance Contract” shall mean a contractual agreement between the licensor and the licensee which will set out the provisions of what is covered under same contract along with the renewal of software licences.
“Software Licence” shall mean each device that has Profile ERP Software installed or any access remotely to a device that has Profile ERP Software.
“Database” shall mean the organised collection of customer data such as all business related information collected and stored to be used within the Software.
Subject to the terms of this EULA, Profile Technology hereby grants to the Licensee, a royalty-free, revocable, limited, non-exclusive license during the term of this EULA to possess and to use a copy of the Software. The Software is being distributed by Profile Technology. Licensee is not allowed to make a charge for distributing this Software, either for profit or merely to recover media and distribution costs.
Licence use is for the set period as stated on the licensee maintenance contract. Non-payment of the recurring annual maintenance contract will mean the licence shall expire. Profile Technology are under no obligation to carry out any works pertaining to support or extraction of information
You hereby unconditionally agree that all right, title and interest in the copyrights and other intellectual property rights in the Licensed Product reside with the Licensors. The trademarks, logos, designs, and service marks appearing on the Licensed Product are registered and unregistered marks of Licensor. Accordingly, nothing in this EULA or the Licensed Product grants you any right to use any form of intellectual property contained in the Licensed Product.
Therefore, all rights, titles, interests, and copyrights in and/or to the Software, including but not limited to all images, graphics, animations, audio, video, music, text, data, code, algorithm, and information, are owned by the Licensor. Accordingly, the Software is protected by all applicable copyright laws and international treaties, and the Licensee is expected to use the Software concerning all intellectual property contained therein, except as otherwise provided for in this EULA.
Installation and Use: Licensee may install and use the Software on a shared computer, and make multiple back-up copies of the database, solely for Licensee's use within Licensee's business or personal use.
Reproduction and Distribution: Licensee may not duplicate or re-distribute copies of the Software, without the Licensors express written permission.
Licensee Limitation: The Licensee may not:
⦁ Use the Licensed Product for any illegal or unlawful purpose;
⦁ Gather factual content or any other portion of the Licensed product by any automated means, including but not limited to database scraping or screen scraping; or
⦁ Reverse engineer, decompile, or disassemble Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the limitation.
New customers shall pay the fees set forth on the ERP Implementation Proposal once accepted. Existing customers must pay the fee of the Maintenance Contract in advance unless otherwise stated by Profile Technology, all fees are due upon receipt of invoice. The Software shall be delivered on an “as is basis”, any additional development changes including but not limited to software changes and report changes or new reports are chargeable and are not in any ways included as part of the initial agreement or maintenance contract unless otherwise stated by Profile Technology. Once Profile Technology has Enabled Use of the Software, all such fees are non-refundable except as otherwise expressly stated in this Agreement. Customer acknowledges that Profile Technology may increase its license and other fees ( i.e Annual Maintenance Contract fees) and therefore fees due for new or additional purchases, subscription renewals, or Service Plan renewals may be more than a previous purchase.
Use of the Software in excess of the number and type of licenses purchased constitutes a material breach of this Agreement. Customer shall pay to Profile Technology the additional license or subscription fees due for the unpaid use calculated in accordance with the pricing structure as outlined by Profile Technology. Any failure to make the foregoing payment within 30 days of the invoice date is also a material breach of this Agreement.
If Profile Technology does not receive any fees owed by the specified due date, Profile Technology reserve the right to terminate the contract.
Profile Technology shall provide updates and maintenance on a regular basis or as-needed basis.
Profile Technology has no obligation to Software support, or to continue providing or updating any of the Software.
In the event of termination, all licenses provided under this EULA shall immediately terminate, and you agree to discontinue accessing or attempting to access this Licensed product.
Accordingly, this EULA may be:
⦁ Automatically terminated if the Licensee fails to comply with any of the terms and conditions under this EULA;
⦁ Terminated by Profile Technology or
⦁ Terminated by the Licensee.
Either Profile Technology or the Licensee may terminate this EULA immediately upon written notice to the other party, including but not limited to electronic mail.
The Licensee has the option to permanently transfer all rights under this Agreement, provided the recipient agrees to the terms of this EULA. Accordingly, this EULA is not assignable or transferable by the Licensee without the prior written consent of Profile Technology; and any attempt to do so shall be void.
Any notice, report, approval or consent required under this EULA shall be in writing and deemed to have been duly given if delivered by recorded delivery to the respective addresses of the parties.
Both parties hereby agree that this EULA is the entire and exclusive statement and legal acknowledgement of the mutual understanding of the parties and supersedes and cancels any previous written and oral agreement and/or communication relating to the subject matter of this EULA.
No delay or failure to exercise, on the part of either party, any privilege, power or rights under this EULA shall operate as a waiver of any of the terms and provisions of this EULA. Accordingly, no single or partial exercise of any right under this Agreement shall preclude further exercise of any other right under this EULA. Suppose any of the outlined provisions of this EULA is deemed to be unenforceable or invalid in whole or in part by a court of competent jurisdiction. In that case, such provision shall be limited to the minimum extent necessary for this EULA to remain in full force and effect and enforceable. The remaining provisions of this Agreement shall not be rendered unenforceable or invalid. They shall continue to be enforceable and valid in isolation of the unenforceable and invalid provisions of this EULA.
Software. Profile Technology warrants that, during the 90-day period (the “Software Warranty Period”) that commences on the date that Profile Technology Enabled Use of the Software , the Software, when properly used, shall perform substantially in accordance with the training and agreement of the ERP Software Implementation Proposal. Profile Technology warrants that, at all times, the Software shall be free of any harmful or malicious code. Profile Technology does not otherwise warrant or represent that Customer’s use of the Software will be uninterrupted or error-free. If Customer reports to Profile Technology via telephone or email within the Software Warranty Period any nonconformity of the Software, and if Profile Technology is able to replicate and verify that such nonconformity exists, Profile Technology shall attempt to correct such nonconformity and supply Customer with such correction at no additional cost. If such efforts are unsuccessful and the nonconformity is material, Customer’s sole remedy for a breach of the warranty described in this section shall be as follows: Customer may terminate this Agreement, discontinue use of, and return or destroy all copies of the Software, and Profile Technology will ensure that Customer receives a refund of the fees paid for the Software (as applicable) during the applicable Software Warranty Period.
If Customer is entitled to receive Customer Support under the Annual Maintenance Contract Agreement, Profile Technology warrants that while the Annual Maintenance Agreement is in effect and if it has paid all required Service Plan fees, Profile Technology will use qualified personnel to provide Customer Support in a professional manner consistent with industry standards. Customer’s sole remedy under this section is limited to Profile Technology’s re-performance of the Customer Support services giving rise to Customer’s claim.
No employee, agent, or representative of Profile Technology, nor any reseller or any other third party, is authorized to make any warranty with respect to the Software, and Customer may not rely on any such purported warranty.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS AND IS ONLY FOR COMMERCIAL USE, SUBJECT TO ANY RESTRICTIONS IN THIS AGREEMENT OR THE DOCUMENTATION. PROFILE TECHNOLOGY, ON BEHALF OF ITSELF, ITS AFFILIATES, AND ITS LICENSORS, DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL OTHER REPRESENTATIONS, WARRANTIES, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT AND (IV) ARISING FROM CUSTOM, TRADE USAGE, COURSE OF PRIOR DEALING OR COURSE OF PERFORMANCE. NEITHER PROFILE TECHNOLOGY, ITS AFFILIATES, NOR ITS LICENSORS WARRANT THAT CUSTOMER’S USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFTWARE, DOCUMENTATION, AND/OR THE INFORMATION OBTAINED BY CUSTOMER THROUGH USING THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS. RPOFILE TECHNOLOGY IS NOT RESPONSIBLE FOR ANY PERFORMANCE ISSUES OR ERRORS WITH THE SOFTWARE THAT ARISE FROM CUSTOMER’S DATA OR ANY THIRD PARTY. CUSTOMER ACKNOWLEDGES THAT PROFILE TECHNOLOGY DOES NOT PROVIDE ANY ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL, OR OTHER ADVICE TO CUSTOMERS, USERS, OR ANY THIRD PARTIES.
The Licensee agrees that the Profile Technology shall not be liable to Licensee, or any other related person or entity claiming any loss of profits, income, savings, or any other consequential, incidental, special, punitive, direct or indirect damage, whether arising in contract, tort, warranty, or otherwise. Even if Profile Technology has been advised of the possibility of such damages. Profile Technology is in no way responsible for entry of customers data and that the customer is solely responsible for all business data entered to the Profile ERP Software system. These limitations shall necessarily apply regardless of the primary purpose of any limited remedy. Under no circumstances shall Profile Technology aggregate liability to the Licensee, or any other person or entity claiming through the Licensee, exceed the actual monetary amount paid by the Licensee to Profile Technology for the Software.
You hereby agree to indemnify and hold Profile Technology harmless from and against all liabilities, damages, losses or expenses, including but not limited to reasonable attorney or other professional fees in any claim, demand, action or proceeding initiated by any third-party against Profile Technology, arising from any of your acts, including without limitation, violating this EULA or any other agreement or any applicable law.
This Agreement rightly constitutes the entire understanding between the licensor (Profile Technology) and the Licensee and all parties involved. It supersedes all prior agreements of the parties, whether written or oral, express or implied, statement, condition, or a representation or warranty.
This EULA shall be deemed to be construed under the jurisdiction of the courts located in the Republic of Ireland, without regard to conflicts of laws as regards the provisions thereof. Any legal action relating to this EULA shall be brought exclusively in the courts of The Republic of Ireland, and all parties consent to the jurisdiction thereof. Furthermore, the prevailing party in any action to enforce this EULA shall be entitled to recover costs and expenses including, without limitation, legal fees. Accordingly, this EULA is made within the exclusive jurisdiction of The Republic of Ireland, and its jurisdiction shall supersede any other jurisdiction of either party's election.
