Terms and Conditions

HandiFox® is a project of Tecom Group, Inc.

The TECOM HandiFox Handheld Business System, is hereafter “HandiFox” or “Software System”. End User Licensee shall have accepted this License and all of its terms and conditions, upon loading, installing, or using, the HandiFox or any of its parts or components, in any computer device or system, whether or not provided by TECOM.

License Grant:

Maintenance:

Licensee’s rights shall include, in case of Service –annually paid unlimited maintenance with access to different support options,including system updates.

User’s rights shall include unlimited maintenance with access to different support options corresponding to the chosen subscription plan. However, TECOM, at its discretion, may provide a new version, under a free, or paid up, maintenance agreement, without enlarging its limited obligation for error correction only.

Trial period of the Software System

A Licensee may obtain and use the Software System for free: (1) in case of Service – for fourteen (14) days after installation; (2) in case of Product- for thirty (30) days after installation ("Trial Period"). During the Trial Period, TECOM grants Licensee a limited, non-exclusive, non-transferable,non-renewable license to copy and use the Software System for evaluation purposes only and not for any commercial use. The evaluation copy of theHandiFox contains a feature that will automatically disable the Software System at the end of Trial Period. The evaluation copy of the Software System shall be installed or removed from any Licensee’s computer device or system at the end of the evaluation period.

Payment

HandiFox Desktop perpetuallicense is provided at the one-time payment fee. Toupdate the system and use support services, the user is billed with a separatepayment. TECOM asserts the right to vary support prices over time with areasonably advance notice via email or our website. All fees are exclusive ofall taxes or duties imposed by any governmental or other taxing authorities.You alone are responsible for payment of all such taxes or duties.

For HandiFox Online we only ask your credit card details when you subscribe to a paid plan. Upon the expiration of your Trial Period, if you choose a paid plan, TECOM will request your credit card information to add to your Registration Data. Your credit card will be charged on the date of your subscription and on the same date of each subsequent Month (Renewal Date).

The Services are billed in advance on a monthly or annual basis as specified by you. The credit card you provide will be automatically billed on your Renewal Date, and the Subscription Fee is invoiced monthly or annually until such time as this agreement is terminated. All TECOM invoices will be sent to you, or to a Billing Contact whose details are provided by you, by email.

TECOM asserts the right to vary subscription prices over time with a reasonably advance notice via email or our website.

TECOM will provideSupport, including any upgrades that TECOM releases for the HandiFox Software,to User at no additional cost.

All fees are exclusive ofall taxes or duties imposed by any governmental or other taxing authorities.You alone are responsible for payment of all such taxes or duties.

Termination & Refund

The License, may be terminated, as set forth below, by Licensee, without cause, upon seven (7) days written notice by emailing us at support@handifox.com, except for rights and obligations continuing hereunder or which are continuing rights under law or equity. Cancellation of the license will result in no refund if you have not given TECOM a notice within seven (7) days after the Renewal Date.

Upon Termination for any reason, all rights and obligations of this License shall continue in full force and effect, with the exception of the “License Grant. ”Licensee shall immediately return to TECOM the Software System and all computer systems and devices owned by TECOM and provided to End User License, with a statement made by a party authorized by Licensee that all copies and modifications, of the Software System and all computer systems and devices, have been returned toTECOM contemporaneously with the authorized statement.

This License is conditioned upon payment of all amounts due and accrued to TECOM, for the use or maintenance of the Software System, or for any computer systems or device, related to the use of the Software Systems. Licensee acknowledges and agrees TECOM immediately may terminate this End User License Agreement, upon Licensee’s failure or omission of any payment due and accrued, or failure to perform any term or condition of this agreement. The TECOM obligation for maintenance may be terminated by TECOM without cause upon seven (7) day notice.

You are solely responsible forthe cancellation of your account. The Subscription Info page under Usersettings has a “Cancel Subscription” button that immediately terminates your subscription. There will be no refund for a monthly subscription if you cancel the Services before the end of your current, paid-up month, but you will not be charged thereafter.

Cancellation of yearly subscription will result in no refund if you have not given TECOM a notice by emailing us at support@handifox.com. within seven days after the Payment or Renewal Date. Provided your notice is received by TECOM no later than seven days following the Payment or Renewal Date, TECOM will accept your notice of cancellation and will refund the Subscription Fee already paid by you in relation to the new Payment or Renewal Period. If your notice is received by TECOM more than seven days after the Payment or Renewal Date then TECOM will accept your notice of cancellation and may then choose (in its sole discretion) to refund some or all of the Subscription Fee already paid by you that relate to the unused portion of the new Renewal Period.

The provision of the Services is conditioned upon payment of all amounts due and accrued to TECOM, for theuse or maintenance of the Services.  User acknowledges and agrees that TECOM immediately may terminate the Services, upon User’s failure or omission of any payment due and accrued, or failure to perform any term or condition of this agreement. The TECOM obligation for maintenance may be terminated by TECOM without cause upon seven (7) day notice.

TECOM may also, at its sole discretion, at any time and for any reason, terminate the Services, terminate this Agreement, or suspend or terminate your Account. In the event of suspension or termination, your account will be disabled with an advance notice, and you may not be granted access to your Account or any content contained in your Account, and TECOM may delete your Content, although residual copies of information may remain in our system for some time for backup purposes.

Warranties, Representations, and Limited Remedy:

Licensee acknowledges all rights, titles, and interests, in the Software System and Services, are owned by, and shall exclusively vest in TECOM or its licensors. TECOM warrants the Software System and Services will operate according to their intended purpose, as described in TECOM’s published specification, current when the Authorized Copy or Services are delivered or installed and will be free of defects, or that defects shall be corrected, upon notice to TECOM.

This is a limited warranty and it is the only warranty made by TECOM. TECOM makes, and user receives, no warranty, express or implied, and there are expressly excluded all warranties of merchantability and fitness for a particular purpose. TECOM shall have no liability with respect to its obligations under this agreement for consequential, exemplary, or incidental damages, even if it has been advised of the possibility of such damages. The stated express warranty is in lieu of all liabilities or obligations of TECOM for damages arising out of or in connection with the delivery, use, or performance of Handifox.

User agrees that TECOM’s liability arising out ofcontract, negligence, and strict liability in tort or warranty shall not exceedany amounts payable by User for the Services.

Appropriate Uses and Limitations:

When using the Services or Software you must not:
1. attempt to undermine the security of the Services or Software;
2. attempt to gain unauthorized access to the Services or Software;
3. attempt to decipher, decompile, disassemble, or reverse engineer any of the software comprising the Services or Software;
4. resell, rent, redistribute, sublicense the Services in whole or in part.

Breach of any of the foregoing may result in immediate termination of your access to the Services, and may subject you to civil or criminal penalties and/or other legal consequences.

Confidentiality:

Confidential Information. By virtue of this Agreement,each Party may have access to information that is confidential to the otherParty (“Confidential Information”). Confidential Information will be limited tothe Software Products, Intellectual Property Rights, the terms and pricingunder this Agreement and Order Forms, Customer Data, and all informationclearly identified as confidential. A Party’s Confidential Information will notinclude information that: (a) is or becomes generally known to the publicthrough no act or omission of the disclosing Party; (b) was in the receivingParty’s lawful possession prior to the disclosure and had not been obtained bythe receiving Party either directly or indirectly from the disclosing Party;(c) is lawfully disclosed to the receiving Party by a third party withoutrestriction on disclosure; or (d) is independently developed by the receivingParty without use of or reference to the disclosing Party’s ConfidentialInformation.

Restrictions on Disclosure and Use. The Partiesagree to hold each other’s Confidential Information in strict confidence duringthe term of this Agreement and for a period of three (3) years aftertermination of this Agreement. Each Party agrees, unless required by law, notto make the other’s Confidential Information available in any form to any thirdparty for any purpose except to the extent necessary to exercise its rightsunder this Agreement, and to treat Confidential Information of the other Partywith the same degree of care with which it would treat its own confidentialinformation of a like nature, and in no case with less than a reasonable degreeof care. Each Party agrees not to use the other Party’s ConfidentialInformation for any purpose other than the performance of this Agreement andexercising its rights hereunder, except for limited disclosure of ConfidentialInformation to those of its employees and agents who have a need to know suchConfidential Information, and each Party agrees to take all reasonable steps toensure that Confidential Information is not disclosed or distributed by itsemployees or agents in violation of the terms of this Agreement. HandiFox, may, under appropriate nondisclosure terms (no less stringent than those containedherein) disclose Confidential Information to auditors, accounting, financialand legal advisers, or to an existing or potential investor, acquiring company,bank or other financial institution in connection with a merger, acquisition,financing, loan or similar corporate transaction. The receiving Party also maydisclose Confidential Information to the extent required under a judicial orlegislative order or proceeding or as necessary to comply with open recordsacts or other freedom of information laws or regulations; provided that it givesthe disclosing Party, if legally permissible, reasonable prior notice and anopportunity to respond or object to the disclosure. notice and an opportunityto respond or object to the disclosure.

Indemnities:

You agree toindemnify, defend and hold harmless TECOM, its affiliates, officers, directors,employees, consultants, agents, suppliers and Resellers from any and all thirdparty claims, liability, damages and/or costs (including, but not limited to,attorneys’ fees as and when incurred) arising from your use of the Services,your violation of this Agreement or the infringement or violation by you or anyother User of your Account, of any intellectual property or other right of anyperson or entity.

Choice of Law and Personal Jurisdiction:

The law to be applied to any claim or dispute, to be decided in any state or federal forum or in arbitration, shall be the law of the State of Florida. This is a mandatory and not a permissive choice of law provision.

All judicial proceedings of any kind related to any terms or conditions of this agreement, shall be in a court in Brevard County Florida, if a state action, or if a federal action, in the Orlando Division of the Middle District of Florida This is a mandatory and not a permissive, personal jurisdiction provision.

Notices:

All notices to be provided hereunder shall be considered to have been provided if addressed to Tecom Group at 200 S. Harbor City Boulevard, 2nd floor, Melbourne, Florida 32901, by prepaid U.S. first class mail.

Waiver:

No act by any of the parties shall serve as a waiver of any rights, except where the waiver is expressly made in writing over an authorized signature.

Merger:

This agreement is, and is intended to be, the final written expression of the party’s agreement and merges within it all prior and contemporaneous written and oral agreements, explaining, modifying, altering, or nullifying this agreement or any part.

Privacy:

You agree to the HandiFox Privacy Policy provided at https://www.handifox.com/privacy-policy