ClerkBooks Software License Agreement
This copy of ClerkBooks Municipal Accounting System (“the Software Product”) 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. ClerkBooks, Inc. or its subsidiaries, affiliates, and suppliers (collectively “CLERKBOOKS”) own intellectual property rights in the Software Product. The Licensee’s (“you” or “your”) license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement”).
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY DOWNLOADING, OR BY INSTALLING, THE SOFTWARE THEN SELECTING THE “ACCEPT” OPTION DURING INSTALLATION OR BY USING, OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT OR YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.
This Agreement entitles you to install and use as many copies of the Software Product as needed for one (1) legal entity (City, Town, Township, County, etc.) by as many consecutive end-users as needed. In addition, you may re-download and re-install the Software Product in the case of computer hardware replacement or re-configuration. This Agreement does not permit the installation or use of multiple copies of the Software Product, or the installation of the Software Product for more than one legal entity at any given time, even on a system that allows shared use of applications, on a multi-user network, or on any configuration or system of computers that allows multiple users. For further information regarding licensing of the Software Product, please contact:
185 East Sesame Street
Garner, IA 50438
Requirement to Keep Current
Software must be in a supported state. Due to cyber security threats and changing Federal, State and Local compliance requirements, the software is updated on a regular basis. Both software updates and upgrades are provided according to the Software Renewal Program defined below. Software updates include fixes to cyber security and any errors in programming logic. Software upgrades include new features and improvements to meet changing Federal, State and Local compliance requirements. All licensed users must check for updates on a monthly basis. If updates and upgrades are not maintained according to schedule, ClerkBooks reserves the right to shut off access to your ClerkBooks modules. Intuit, makers of QuickBooks may also discontinue service according to their license agreement which may be reviewed through the link below this agreement.
Software Renewal Program
The Software Renewal Program is an annual fee for continued access to the ClerkBooks software modules. This is separate from the QuickBooks upgrade program. Rather than releasing new editions of our software each year, we release regular updates that include both bug fixes and new features. This is known as SAAS (Software as a Service). The access to the software is a subscription, rather than a one-time purchase. Renewal prices are stated on your initial quote and may change each year based on Federal cost-of-living adjustments and/or addition of new features. Failure to pay the annual fee will result in the loss of access to the ClerkBooks software modules and the data therein. Access can be restored once the annual fee has been paid.
Addition of the Software Renewal Program was first announced in a newsletter dated 10/9/20. An online version of that article has been reproduced here: https://wp.clerkbooks.com/about-clerkbooks/software-renewal-program/
Restrictions on Transfer
Without first obtaining the express written consent of ClerkBooks, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.
Restrictions on Use
You may not use, copy, or install the Software Product on any system with more than one legal entity, or permit the use, copying, or installation of the Software Product by more than one legal entity. If you hold multiple, validly licensed copies, you may not use, copy, or install the Software Product on any system with more than the number of legal entities permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by license.
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.
Restrictions on Alteration
You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product. You may not reproduce the database portion or create any tables or reports relating to the database portion.
Restrictions on Copying
You may not copy any part of the Software Product.
Limited Software Product Warranty
For a period of 90 days days from the date of shipment or from the date that you download the Software Product, as applicable, ClerkBooks warrants that when properly installed and used under normal conditions, the Software Product will perform substantially as advertised.
Disclaimer of Warranties and Limitation of Liability
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY CLERKBOOKS, CLERKBOOKS 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.
ClerkBooks makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. ClerkBooks makes no warranty that 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. CLERKBOOKS 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 CLERKBOOKS, 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 CLERKBOOKS OR ANY OTHER PARTY, EVEN IF CLERKBOOKS IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS CLERKBOOKS’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 ClerkBooks . ClerkBooks reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If ClerkBooks is unable to provide a replacement or substitute 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 ClerkBooks 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 ClerkBooks 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 shall be governed and interpreted by the laws of the State of Iowa. Hancock County, Iowa shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.
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.