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Terms of Use
Interclay, LLC,
ENCompass Central User License Agreement

PLEASE READ THIS USER LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE SYSTEM. BY PURCHASING A USER LICENSE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.

The system, documentation and any functionality accompanying this License ("Encompass Central") are licensed to you by Interclay, LLC. ("InterClay"). The licenses granted below are limited to Interclay's intellectual property rights in the Interclay Application and do not include any other patents or intellectual property rights. Interclay and/or Interclay's licensor(s) retain title to the Interclay Application. The Interclay Application and any copies which this License authorizes you to make are subject to this License.

1. Restrictions and Responsibilities. Interclay will not use any other information about your customers for any purposes other than those intended with the Services. Your customer information will not be shared with any other parties unless required by law.

   This is an Agreement for Services, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services ("Application"); remove any proprietary notices or labels from the Services or any Software, modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software.

   You acknowledge and agree that the Services and the ENCompass Central and Interclay company names and logos and all related product and service names, design marks and slogans, are the property of Interclay, LLC or its affiliates or suppliers (collectively, the "Marks"). You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Intercaly, LLC. Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks.

   The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates United States federal, state or other laws that may apply in this jurisdiction or your local area is prohibited.

2. Disclaimer of Warranty on Interclay Application. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE Interclay Application IS AT YOUR SOLE RISK. The Interclay Application is provided “AS IS” and without warranty of any kind and Interclay and Interclay's licensor(s) (for the purposes of provision 1 above, Interclay and Interclay's licensor(s) shall be collectively referred to as "Interclay") EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. Interclay DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE Interclay Application WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE Interclay Application WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE Interclay Application WILL BE CORRECTED. FURTHERMORE, Interclay DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE Interclay Application OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Interclay OR AN Interclay AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THE TERMS OF THIS DISCLAIMER DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING Interclay PRODUCTS OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY Interclay’S NEGLIGENCE.

3. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL Interclay BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Interclay's total liability to you for all damages exceed the amount of fifty dollars ($50.00).

4. Services & Support. The Services are provided subject to this Agreement, as it may be amended by Interclay, LLC, and any guidelines, rules or operating policies that Interclay may establish and post from time to time (the "Agreement"). The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, you are not permitted to use the Services. You must complete the registration form on the Sign Up page in order to use the Services. You will provide true, accurate, current, and complete information about yourself as requested in the registration form. You are responsible for maintaining the security of your account, passwords, and files, and for all uses of your account and of the Services in your name.

5. Free Trial, Fees and Payment. Once you have completed your free trial period or have exceeded the maximum agency user license, you will be subject to monthly user fees ("Paid Services"). You will be required to submit payment for Services and may purchase, in advance, a monthly subscription for Paid Services. Access to the Services will be disabled until payment is received.

   Fees will be billed monthly or your pre-paid account will be debited monthly for Services. The Fees are based on the highest number of agency users within your account at any time during the previous month. You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the Fees charged by Interclay, LLC for use of ENCompass Central. The Fee Schedule, including user levels and prices, is subject to change at any time in Interclay's discretion. Interclay, LLC will attempt to notify you via email prior to the effectiveness of any change to the Fee Schedule.

   Payment for Services will be made by a check or money order made out to: "Interclay, LLC". Fees are payable in US dollars. If Interclay for any reason is unable to receive payment within 30-day of invoice date your ENCompass Central account will be disabled until payment is received. Amounts paid for the Services are not refundable.

6. Termination of Service. You may terminate this Agreement at any time by calling ENCompass Central Customer Support. There are no refunds for any fees paid.

   Interclay may terminate this Agreement or the Services, disable your account or put your account on inactive status, in each case at any time with or without cause, and with or without notice. Interclay shall have no liability to you or any third party because of such termination or action.

   Interclay will delete any of your archived data within 30 days after the date of termination. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers and limitations of liability.

   If your account is classified (at Interclay's sole discretion) as inactive for over 120 days, Interclay has the right to permanently remove your community data. Interclay will attempt to contact you via email prior to taking any permanent removal actions.

7. Government End Users. If the Interclay Application is supplied to the United States Government, the Interclay Application is classified as "restricted computer Application" as defined in clause 52.227-19 of the FAR. The United States Government's rights to the Interclay Application are as provided in clause 52.227-19 of the FAR.

8. Controlling Law and Severability. This License shall be governed by the laws of the United States and the State of Illinois. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

9. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Interclay Application licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Interclay. The parties hereto confirm that they have requested that this Agreement and all related documents be drafted in English.

© 2004 Interclay, LLC. All rights reserved. ENCompass Central and the ENCompass Central logo are trademarks of Interclay, LLC.