(Last Updated January 2006)

The following is terms of use for NEACT software's and is governed by its parent company SoftSource. SoftSource will provide you with non exclusive access to and use of certain of Soft Source's owned and/or leased computer systems and certain proprietary and licensed software and other information ("the Services"). You may use the Services only for purposes of performing your internal business operations. You may not use the Services as part of a commercial time sharing or service bureau operation or in any other resale capacity.

1. Price and Payment

You agree to pay all fees and other charges in accordance with your service agreement. You will have 30 days to asses the services and make some changes to the services and options. After such time changes will incur a cost.  If you do not pay the fees or other charges when they are due, Softsource may impose a finance charge of one and one half percent (1.5 %) plus $100 per month, or the maximum rate allowed by law if less. You are responsible for reporting and paying any applicable taxes. Softsource reserves the right to increase charges up to 10% annually to cover extra storage space needed as your customer and semester data accumulates..

2. Credit Card Processing

If you wish to process credit card payments in connection with the Services, you must first establish your own bank merchant account/payment gateway and an account with a provider of credit services on the internet as designated by Softsource. Any refunds or credits must be independently arranged between you and your customer. You are responsible for issuing refunds. You shall indemnify and hold Softsource harmless for any damages, costs, or expenses, including attorneys' fees, that Softsource incurs as a result of a client seeking reimbursement from Softsource.

3. Responsibilities of Parties

You shall be responsible for the adequacy and accuracy of all data that you furnish to Softsource. Softsource will make best efforts of data backup, but you are solely responsible for the backup of your data used in conjunction with the Services. Softsource will assign you one or more user IDs and passwords that will enable you to access the Services. You shall take reasonable precautions to protect against theft, loss or fraudulent use of such IDs and passwords. You agree that you will use the Services only for lawful purposes and in accordance with these Terms of Use ("this Agreement"). You will comply at all times with the Softsource privacy policy (http://www.softsourcecorp.com/content/view/43/82/). You shall not reverse engineer, disassemble or decompile the Services or cause or permit the reverse engineering, disassembly or decompilation of the Services.

4. No "Spamming" or Illegal Conduct

You will not use our Service for illegal activities or junk mail, chain letters, pyramid schemes, unsolicited commercial emails, "spam" or distribution to any person who has not given specific permission to be included in such a process. If you use our Service to spam or for illegal conduct, we may terminate your access to the Services and seek immediate legal recourse. We may also take any self help remedies necessary to prevent continued violations, including, but not limited to, deleting the contact information from your address book on behalf of those individuals who lodge complaints with us or our web hosting company. You are still responsible for full payment of your Agreement even if your access to the Service is terminated for spamming or other illegal conduct. It is your responsibility to research applicable laws in the jurisdiction of the recipients of your messages. If an investigation or cause of action is brought against Softsource as a result of your illegal emailing, you agree to reimburse Softsource in advance for its legal costs as well as indemnify Softsource for its legal damages.

5. Limitation of Liability

SoftSource's liability to you and your clients, if applicable, for any recoverable losses or damages arising under this Agreement shall be limited to the amount of your actual direct damages, not to exceed (in the aggregate for all claims) the total amount paid under this Agreement during its then-current term. In no event will SoftSource or any person or entity involved in the creation, manufacture or distribution of any software, services or other materials provided under this agreement be liable for: (i) any damages caused by your failure or that of your clients, employees, agents, affiliates or suppliers to perform their responsibilities; (ii) any claims or demands of third parties or (iii) any lost profits, loss of business, loss of use, loss of data, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if SoftSource has been advised of the possibility of such damages. Softsource will not be held responsible, or considered to have failed to meet its obligations under this agreement, if it either delays performance or fails to perform as a result of any cause beyond its reasonable control. These limitations of liability will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in this Agreement.

6. Termination

If you become dissatisfied with the Services because of substantial non-performance, you shall give Softsource detailed written notice of such non-performance. Softsource shall have ninety (90) days to cure any non-performance. If Softsource fails to cure and you have a reasonable basis for your dissatisfaction, you may terminate this Agreement and Softsource will refund your unused annual license fee on a monthly pro-rata basis. Either party may terminate this Agreement if (i) the other party breaches any material term or condition and fails to cure within ninety(90) days written notice, or (ii) the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership. In the event of non-payment by the client, Softsource may accelerate and declare all sums due, and to become due under this Agreement, immediately payable without notice or demand. All accelerated future payments due under this Agreement shall be discounted to their net present value at a discount rate of 5% per annum from the day of default.

7. Intellectual Property

You acknowledge that Softsource retains all copyright, trademark, trade secret, patent and other proprietary and intellectual property rights to the Services, and any or all modifications to the Services, related documentation and marketing materials regardless of (i) whether such intellectual property notices appear on the materials or (ii) whether such intellectual property notices have been filed with governmental agencies. Nothing in this Agreement will directly or indirectly be construed to assign or grant you any right of ownership, title or interest in the Services, or any intellectual property rights relating thereto.

8. General

You may not assign or otherwise transfer any right or obligation set forth in this Agreement without Soft source's prior written consent. This Agreement will be binding upon the parties' respective successors and permitted assigns. The failure of either party to enforce any provision of these terms and conditions shall not be construed to be a waiver of such provisions, past, present or future. Any waiver granted hereunder must be in writing and signed by the party against whom it is sought to be enforced. The provisions of this Agreement shall be deemed severable, and the unenforceability of any one or more provisions shall not affect the enforceability of any other provisions.

9. Disclaimers

The content and functionality on the site is provided with the understanding that SoftSource is not herein engaged in rendering professional advice and services to you. All content and functionality on the site is provided "as is," without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. Soft Source  and its third-party content providers make no warranties, express or implied, as to the ownership, accuracy, or adequacy of the site content. Soft Source  shall have no liability or responsibility for any information published on linked web sites, contained in any content published on the site, or provided by third parties. Neither Soft Source nor its third-party content providers shall be liable for any indirect, incidental, consequential, or punitive damages or for lost revenues or profits, whether or not advised of the possibility of such damages or losses and regardless of the theory of liability

10. Non- Solicitation

All employees of Softsource complete legally binding confidentiality agreements to ensure that neither client, nor Softsource proprietary information or intellectual property is stolen, misrepresented, transferred or used harmfully against either company in any way.  Upon completion of this project, all properties used, lent or borrowed by either Softsource, or client will be returned. Client and Softsource, agree that neither company shall hire, make any employment offers or otherwise seek to employ in any way the personnel of the other party, without the written consent of the other party.

11. Governing Law

These Terms are governed by the laws of the State of New Jersey without reference to the principles of conflicts of laws thereof. Any dispute arising from these Terms shall be resolved exclusively in the state and federal courts of New Jersey.