Terms Of Use USER AGREEMENT AND SOFTWARE LICENSE TERMS  
Before you select the "Accept" radio button at the end of this User Agreement ("Agreement"), carefully read all the terms and conditions of this Agreement.  By selecting the "Accept" radio button, you are consenting to be bound by all of the terms, conditions and restrictions of, and are becoming a party to, this Agreement.
If you agree to these terms on behalf of a company, you represent and warrant that you have authority to bind such company to this Agreement, and your agreement to these terms will be regarded as the agreement of such company. In that event, "you" and "your" herein refer to such company.
ChangeGear setup will not continue if you do not agree to all of the terms of this Agreement by selecting the "do not accept" button.  
This Agreement is a legal contract between you and SunView Software Inc., 10210 Highland Manor Drive, Suite 275, Tampa, FL 33610 ("SunView Software") which sets forth all of the terms, conditions, obligations, responsibilities and remedies between you and SunView Software with regard to your Use of SunView Software ChangeGear Software.  
Section 1 - Definitions:
The following definitions apply throughout this Agreement: "Software" means SunView Software ChangeGear Software, including the Enterprise Editions (Help Desk, Change Management, Service Desk and MSP) and Trial Version, the computer software and all associated printed materials, which may include "online" or electronic documentation; "Use" means storing, loading, installing, executing or displaying the Software; "Computer" means a central processing unit ("CPU") or group of CPU's that accesses its or their own individual non-cache Random Access Memory; "Server" means a Computer that permits Concurrent Use by multiple users; "Client" means a Computer used to access a Server; "Concurrent Use" means access, directly or indirectly, by a licensed user of the Software executing on a Server; “Professional Services” means training, implementation, installation, on-site assistance, customization and configuration of the Software.
Section 2 - License Grant - Usage in General: 
You may Use the Software pursuant to the terms of the particular license(s) you have acquired as specified below. 
SunView Software grants to you, and you accept, the non-exclusive, non-transferable limited right to Use the Software in object code form only, and only on a single Computer.   
SunView Software may grant you either a Named User License or a Concurrent User License, subject to the terms below.
(a) Named User License:  If SunView Software grants you a "Named User License," the Software may only be used by the individual designated by the administrator as the "Named User" for that copy of the Software. The Named User may Use that particular copy of the Software on any Computer. 
(b) Concurrent User License: If SunView Software grants you a "Concurrent User License," you are only authorized to permit the Concurrent Use of the Software installed on a Server by the number of Clients for which you have purchased Concurrent Use Licenses.  The Software may contain codes that enforce Concurrent Use restrictions. You may only Use the Software installed on the Server if the Use of the Software on such Server is properly licensed and complies with the conditions and restrictions (including any Concurrent Use restrictions) of such Server license.
(c)  Trial Version - If SunView Software licenses to you the Trial Version of the Software, you will receive the Software at no cost for a trial period.  SunView Software shall limit the functionality and time period of the Trial Version of the Software as indicated on its website or as otherwise determined by SunView Software in its discretion.  Section 5(a) (Limited Warranty) and Section 5(d) (Indemnification for Infringement) shall not apply with regard to a Trial Version of the Software.
Section 3 - License Rights and Restrictions:
(a) Ownership:  You acknowledge and agree that the Software is owned and copyrighted by SunView Software or its third party suppliers and/or licensors. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. All ownership rights remain in SunView Software or its third party suppliers and/or licensors, as the case may be.  SunView Software and ChangeGear are trademarks or service marks or registered trademarks of SunView Software in the United States of America and/or in other countries.  All other marks in the Software are the marks of their respective owners.
(b) Copies:  You are allowed one copy of the software. You may not copy any of the books or printed materials provided in connection with the Software.
(c) Additional Restrictions:  The Software contains SunView Software trade secrets, which you may not disclose.  You may also not decompile, reverse engineer, disassemble, copy, modify, translate, or adapt the Software, or create derivative works based on the Software, or otherwise reduce the Software to human-perceivable form except to the extent that such rights cannot be excluded by mandatory applicable law.  You may not disable any licensing, anti-piracy or other control features of the Software.  Except to the extent expressly permitted herein, you may not: permit other individuals to Use the Software; rent, resell for profit, distribute, sublicense, lease, grant a security interest in, or otherwise transfer or assign any rights to the Software; or remove any proprietary notices or labels on the Software. You may not combine or integrate the Software with or into any other software programs or services. You may not use the Software to create competitive products or applications or to create software or products using similar features, functions or graphics of the Software.  You may not disclose to third parties any benchmark tests or other evaluations of the Software.  You have no rights to the Software except as explicitly granted to you by SunView Software in this Agreement.
(d) Upgrades:  If the Software you purchased is an upgrade of a SunView Software product, you may Use that upgraded product only in accordance with this Agreement.  If the Software is an upgrade of a component of a package of software programs that you licensed as a single product, the Software may be Used and transferred only as part of that single product package and may not be separated for Use on more than one Computer. You may not loan, rent, lease, or otherwise transfer the original non-upgraded product to another user.
(e) Content:  Any non-SunView Software materials (Third-Party Content") you access via the Software (on-line or otherwise) is the property of the applicable owner and may be protected by applicable copyright law.  This Agreement grants you no rights to Third-Party Content.
Section 4 – Fees and Payment:
 (a) For the provision of a license to Use the Software and in consideration for your rights under this Agreement, you shall pay to SunView Software the Software license fees, Professional Services fees and any other fees specified in SunView Software’s invoice or quote within thirty (30) days after your receipt of such invoice or after the date of your signature on the quote, whichever occurs earlier.  
(b) In consideration of the support and maintenance provided by SunView Software under Section 9 of this Agreement, you shall pay an initial annual support and maintenance fee as specified in SunView Software’s invoice or quote.  SunView Software may increase the annual support and maintenance fee for subsequent years, provided that SunView Software shall provide you with at least sixty (60) days notice of any such increase.     
Section 5 - Remedies & Limitations of Liability:
(a) Limited Warranty:
 SunView Software represents and warrants that, when delivered and for a period of sixty (60) days thereafter (the “Warranty Period”), the Software (i) will materially conform to SunView Software’s current documentation; (ii) will be of merchantable quality; and (iii) will be fit for the particular purpose (if any) described in this Agreement.  The preceding warranty will only apply to problems reported to SunView Software during the Warranty Period and will not apply:  (i) where the Software is not used in accordance with the documentation; (ii) if the Software or any part thereof has been altered or modified without the prior written consent of SunView Software; or (iii) where a defect in the Software has been caused by any of your malfunctioning equipment.  For any breach of this warranty, your entire remedy and SunView Software’s entire liability shall be limited to repair or replacement of the Software or, if such repair or replacement is inadequate as a remedy or, in SunView Software’s opinion, not commercially reasonable, to a refund of the license fees paid for the Software.
THIS SECTION 5(a) SETS FORTH SUNVIEW SOFTWARE'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES IN RELATION TO SOFTWARE DEFECTS OR YOUR DISSATISFACTION WITH THE SOFTWARE.  
(b) Disclaimers:
(i) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, SUNVIEW SOFTWARE, FOR ITSELF AND ITS SUPPLIERS, DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE, RELATED DOCUMENTATION AND OTHER MATERIALS AND PROFESSIONAL SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN PARTICULAR, SUNVIEW SOFTWARE DOES NOT WARRANT THAT THE SOFTWARE SHALL PERFORM WITHOUT INTERRUPTION OR BE ERROR FREE, OR THAT IT IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS.  YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED "AS IS" AND YOU ACCEPT THE ENTIRE RISK AS TO THE SOFTWARE'S QUALITY AND PERFORMANCE.
(ii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SUNVIEW SOFTWARE AND ITS LICENSORS, THEIR RESPECTIVE EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE THE SCOPE OF THE ABOVE REPRESENTATIONS, WARRANTIES, TERMS OR CONDITIONS IN CONNECTION WITH THE SOFTWARE OR ANY SERVICE RELATED THERETO.
(iii) SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED REPRESENTATIONS, WARRANTIES, AND/OR TERMS OR CONDITIONS, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  IN THAT EVENT, TO THE EXTENT YOUR JURISDICTION PERMITS SUCH LIMITATIONS, ANY IMPLIED REPRESENTATIONS, WARRANTIES, AND/OR TERMS OR CONDITIONS ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE DATE YOU PURCHASED OR SUBSCRIBED TO THE SOFTWARE OR TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW, IF LONGER.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS AS WELL, WHICH MAY VARY ACCORDING TO JURISDICTION.
(c) Limitation of Liability and Damages:
(i) NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE SUNVIEW SOFTWARE'S LIABILITY FOR FRAUDULENT MISSTATEMENT OR FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR OTHERWISE TO THE EXTENT REQUIRED BY MANDATORY APPLICABLE LAW.  
(ii) THE ENTIRE AND SOLE LIABILITY OF SUNVIEW SOFTWARE, AND ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DISTRIBUTORS, DEALERS OR SUPPLIERS ("REPRESENTATIVES") TO YOU UNDER THIS AGREEMENT FOR ANY REASON SHALL BE LIMITED TO THE GREATER OF (i) THE PURCHASE PRICE OR THE SUBSCRIPTION FEE (AS THE CASE MAY BE) PAID BY YOU TO SUNVIEW SOFTWARE OR ITS AUTHORIZED RESELLER FOR THE SOFTWARE OR PROFESSIONAL SERVICES DURING THE CURRENT AGREEMENT TERM IN RELATION TO WHICH THE CLAIM ARISES OR (ii) THE MINIMUM AMOUNT PERMITTED BY APPLICABLE LAWS.
(iii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, SUNVIEW SOFTWARE AND ITS REPRESENTATIVES ARE NOT LIABLE FOR ANY LOSS OF PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF RECORDS OR DATA, BUSINESS, BUSINESS INTERRUPTION, LOSS OF INVESTMENT, OR THE LIKE), OR ANY LOSS OR DAMAGE DUE TO ANY MATTER BEYOND THEIR REASONABLE CONTROL, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUNVIEW SOFTWARE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  
(iv) THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SUNVIEW SOFTWARE AND YOU.  YOU ACKNOWLEDGE THAT SUNVIEW SOFTWARE WOULD NOT BE ABLE TO HAVE PROVIDED THE SOFTWARE AND/OR THE RELATED PROFESSIONAL SERVICES AND MATERIALS WITHOUT SUCH LIMITATIONS.
(d) Indemnification for Infringement:
Sunview Software shall defend and hold you harmless from any claim by a third party that the Software infringes any United States patent, trade secret or copyright of that third party, provided that you (i) notify SunView Software promptly in writing of any such allegation or claim, (ii) reasonably cooperate with SunView Software to settle or defend such allegation or claim, and (iii) grant SunView Software sole authority and control of the defense or settlement of such allegation or claim.  Notwithstanding the foregoing, SunView Software shall have no obligations under this Section 4(d) to the extent any infringement allegation or claim is based upon or arises out of (i) any modification or alteration to the Software not approved in writing by SunView Software, (ii) any combination or use of the Software with products or services not supplied by SunView Software or approved in writing by SunView Software in advance of such combination, or (iii) use of the Software not in accordance with applicable documentation provided by SunView Software or outside the scope of the license granted under this Agreement.
Section 6 - Export Controls:
None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the United States of America has embargoed goods; and/or (ii) to anyone on the United States of America's Treasury Department's list of Specially Designated Nationals or the United States of America's Commerce Department's Table of Denial Orders and/or (iii) otherwise in breach of United States laws and regulations related to exports and to all administrative acts of the US Government pursuant to such laws and regulations. By downloading and/or installing and/or Using the Software, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any country or on a list in breach of this Section 6. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or Use the Software, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
Section 7 - U.S. Government End Users:
The Software is a "commercial item," as that term is defined in 48 C.F.R. 12.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227-7014(a)(1), (5). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.  The contractor/manufacturer is SunView Software Inc., 10210 Highland Manor Drive Suite 275, Tampa, FL 33610. 
Section 8 - Term of Agreement and Early Termination:
Your license under this Agreement is effective until terminated.  You may terminate this license at any time.     SunView Software may terminate this Agreement immediately upon notice to you if you breach any of the provisions of this Agreement.  Upon any such termination, you must discontinue all Use of the Software, and immediately destroy the Software together with all copies, and uninstall the Software from any Computers on which you have installed the Software.  The provisions of this Agreement (other than your license to Use the Software) shall survive the termination of the license, or any termination or expiration of this Agreement.
Section 9 - Technical Support:
SunView Software shall provide Software support and maintenance as part of your subscription. Software support and maintenance is terminated at the end of your subscription. In the case of the Trial Version of the Software, SunView Software shall have no obligation to provide any support, updates or upgrades.
Section 10 – Professional Services:  
SunView Software shall perform any Professional Services as set forth in SunView Software’s quote in a professional manner in accordance with industry standards.   The Professional Services fee quoted, if any, is an estimate of the number of Professional Services days required based on SunView Software’s current understanding of your requirements.  Professional Services will be conducted at SunView Software's facility and/or at your location.  You will reimburse SunView Software's reasonable travel costs and living expenses incurred by SunView Software employees and subcontractors for travel from SunView Software’s offices in connection with the performance of Professional Services.
Section 11 - Notice:
With respect to any notification to be provided by you to SunView Software under this Agreement, or if you have any questions about this Agreement, please contact SunView Software at: SunView Software Inc., 10210 Highland Manor Drive, Suite 275, Tampa, FL 33610.
Section 12 - Controlling Law and Severability:
This Agreement constitutes the entire agreement between you and SunView Software with reference to this transaction and your licensing of the Software.  This Agreement does not limit any rights that SunView Software may have under trade secret, copyright, patent, trademark or other laws.  Your breach of this Agreement may subject you to civil and criminal liability.  This Agreement will be governed by the laws of the State of Florida, USA, except for that body of law dealing with conflicts of law.  The application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods is hereby expressly excluded.  In the event of any dispute involving this Agreement, the parties consent to the exclusive jurisdiction and venue in either the state or federal courts in the State of Florida and agree that the prevailing party shall be entitled to the reimbursement of its reasonable attorney fees and costs by the non-prevailing party.  In the event any provision of this Agreement shall be deemed unenforceable, void or invalid, such provision shall be modified so as to make it valid and enforceable, and as so modified the entire Agreement shall remain in full force and effect.  No decision, action or inaction by SunView Software shall be construed to be a waiver of any rights or remedies available to it.  This Agreement is deemed to have been entered into in the State of Florida, and shall be construed as to its fair meaning and not strictly for or against either party.     
Exhibit A:  Support and Maintenance
SunView Software shall provide the Software support and maintenance described in this Exhibit A in order to ensure that the Software remains in good working order and operates in accordance with its documentation and specifications. 
SunView Software shall advise you on the use of the Software and shall assist you in identifying and solving any problems encountered in such use and reported by you by rendering the following support and maintenance:
(i) Corrective maintenance. Corrective maintenance includes diagnosis and correction by SunView Software of actual errors or defects in the program codes of the Software and in the documentation. An error or defect is the failure of the Software to operate materially in accordance with the documentation and its specifications.
(ii) Perfective maintenance. Perfective maintenance includes the modification of the Software in order to improve and extend its functionality.
(iii) Releases. All permanent solutions developed for problems encountered in the Use of the Software, all corrections of errors and defects in the Software and all enhancements, improvements and modifications of the Software referred to hereinabove shall be incorporated by SunView Software as soon as reasonably possible in a release, a copy of which shall be provided to you as soon as it is ready for release together with the updated documentation.
A release of any particular item of the Software shall be based on the previously offered version and shall have equivalent or enhanced functionality with such corrections and amendments as SunView Software reasonably decides to include.
You are free to adopt a new release or to continue to Use the current release.
Following the resolution of any problems that have a material or adverse effect on your use of the Software, SunView Software shall provide to you a report describing the apparent cause, the response time and repair time.