This License Agreement (the "Agreement") is between you (the user) and Retail Orbit, LLC, an Arizona
limited liability company ("Retail Orbit"). The product described in Section 1 is offered to you conditioned on your acceptance of the terms and conditions contained in this Agreement. You will be requested at the end of this Agreement to indicate your acceptance of these terms and conditions. By clicking on the “ACCEPTED and AGREED” button, you will have accepted and agreed to be bound by these terms and conditions.

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST IMMEDIATELY LOG OFF RETAIL ORBIT’S WEBSITE AND IMMEDIATELY RETURN ALL RELATED DOCUMENTATION WHICH YOU POSSESS TO RETAIL ORBIT.

1. Grant of License.
1.1 Retail Orbit hereby grants to you a nonexclusive, personal right to use the Retail Orbit Planning
Software (the “Software”) and associated reports and documentation (the “Documentation”) (collectively, the Software and the Documentation are the “Product”) in electronic format retrieved over the Internet from Retail Orbit's website with a password provided by Retail Orbit or in a physical format as described herein. Your license is subject to the terms and conditions of this Agreement and subject to timely payment of the License Fees and other charges described below.
1.2 You shall only use the Products for your internal business purposes and subject to the restrictions
described herein. You may make copies of and modify the Documentation for your internal business purposes, but not for resale.
1.3 If you have been authorized by this Agreement to download a copy of the Product from the Retail
Orbit website and you retrieve the Product through such downloading, you may make a copy of the Product for storage on and use from a hard drive, diskettes or other electronic media.
2. Restrictions. Except as specifically permitted herein, you may not: network, rent, loan, sub-license or
lease the Product to others; or reverse engineer, reverse translate, decompile, disassemble or in any manner decode the Product, except as otherwise permitted by law. You further agree not to post or transmit any file or email which contains viruses, worms, Trojan horses or any other damaging or destructive elements. You may assign your rights under this Agreement on a permanent basis provided the assignee agrees to the terms of this Agreement.
3. Term. The term of this Agreement is effective until terminated, as provided herein.
4. Termination. You may terminate this Agreement at any time. Retail Orbit may immediately terminate
this Agreement if you breach any representation, warranty, agreement or obligation contained or referred to in this Agreement. The provisions of Sections 2, 5, 7-10 and 12 of this Agreement shall survive termination of this Agreement.
5. Proprietary Rights and Confidentiality. The Product is solely owned by Retail Orbit and is protected
by copyright laws. You will take all steps necessary to protect Retail Orbit's proprietary rights in the Product, including, but not limited to, the proper display of copyright, trademark, and other proprietary notices on any versions or copies in any form of the Product and Documentation, including copies stored on diskettes, hard drives or other media. You will, at your own cost and expense, protect and defend Retail Orbit's ownership of the Product against all claims, liens and legal processes of your creditors and will keep the Product free and clear of all such claims, liens and processes. You will keep the Product confidential and will not disclose or publish it, or any part of it, to parties other than your employees or to third parties with which you are utilizing the Documentation, except as specifically provided herein, or unless an additional license is purchased under this Agreement.
6. Fees and Updates. You shall pay Retail Orbit’s then-current annual License Fees for the Product in
advance on the Effective Date and on each monthly anniversary of the Effective Date, except as specifically provided below. Retail Orbit will provide you with updates to the Product generally provided to customers of Retail Orbit if you have paid the monthly License Fees. If you fail to pay your monthly License Fees, you may retain older copies of the Products, which will remain subject to the terms of this Agreement, but will not receive any updates. Any updates to the Product which are or may be provided to you shall be governed by the terms and conditions of this Agreement.
7. Warranties.
7.1 THE PRODUCTS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. RETAIL
ORBIT FURTHER DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT. RETAIL ORBIT MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OR THE
ACCURACY OF THE INFORMATION CONTAINED IN THE PRODUCTS AND OTHER INFORMATION
PROVIDED TO YOU BY RETAIL ORBIT. THE INFORMATION PROVIDED BY RETAIL ORBIT COULD
INCLUDE TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS.
7.2 You warrant that all individuals having access to the Product will observe and perform all the
terms and conditions of this Agreement. You shall, at your own expense, promptly enforce the restrictions in this Agreement against any person who gains access to the Product in violation of the terms of the Agreement. You shall immediately notify Retail Orbit in writing of any misuse, misappropriation or unauthorized disclosure, display or copying of the Product that may come to your attention.
8. Limitation of Liability. IN NO EVENT SHALL RETAIL ORBIT BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT
LIMITING THE FOREGOING, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF OR
INABILITY TO USE THE PRODUCT OR FOR ANY CAUSE OF ACTION, INCLUDING IN CONTRACT, TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF RETAIL ORBIT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. ANY DAMAGES THAT RETAIL ORBIT IS REQUIRED TO PAY FOR
ANY PURPOSE WHATSOEVER SHALL BE LIMITED TO THE LICENSE FEES PAID FOR USE OF THE
PRODUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR
CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU
UNDER THE LAWS OF THOSE STATES. No action, regardless of form, arising out of any transaction under
this Agreement, may be brought by you more than one year after you have knowledge of the occurrence which gives rise to the cause of such action.
8. Injunctive Relief. Because of the unique nature of the Product, you understand and agree that Retail
Orbit will suffer irreparable injury in the event you fail to comply with any of the terms of this Agreement and that monetary damages may be inadequate to compensate Retail Orbit for such breach. Accordingly, you agree that Retail Orbit will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief, without posting a bond, to enforce the terms of this Agreement.
9. Change of Terms. We may revise this Agreement at any time, and therefore we suggest that you
check this Agreement from time to time. We may notify you of any changes at the e-mail address associated with your account and you agree to accept email communications, links to and/or our posting of any revised Agreement on our website, and you agree that any of these means of our communicating a change in the Agreement constitutes adequate notice to you. Your continued access or use of the Product indicates your agreement to be bound by any such revisions.
10. Miscellaneous. You shall also pay all taxes and other governmental charges, however characterized
(except based on Retail Orbit's income), in connection with your licensing of the Product. Retail Orbit shall be neither in default nor liable for any failure in performance or loss or damage under this Agreement due to any cause beyond its control. If requested by Retail Orbit at any time, you will certify under oath that you have fully and faithfully observed all of the terms and conditions of this Agreement. At reasonable times, Retail Orbit may inspect your premises and equipment to verify that all of the terms and conditions of this Agreement are being observed. This Agreement shall inure to the benefit of Retail Orbit and its successors, administrators, heirs and assigns. If any litigation is brought to enforce, or arises out of, the Agreement or any term, clause, or provision hereof, the prevailing party shall be awarded its reasonable attorney's fees together with expenses and costs incurred with such litigation, including without limitation necessary fees, costs, and expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof.
11. Acknowledgment of Understanding – Entire Agreement. You acknowledge that you have read this
Agreement, understand it and agree to be bound by its terms and conditions. You also agree that this
Agreement is the complete and exclusive statement of the agreement between Retail Orbit and you and
supersedes all proposals, representations or prior agreements, oral or written, and any other communications between Retail Orbit and you relating to the subject matter of this Agreement.
12. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Arizona, but
not including the 1980 United Nations Convention on Contracts for International Sale of Goods. Venue for any action under this Agreement shall be in Tucson, Arizona. You consent to the personal jurisdiction of the courts of such venue.