Terms and Conditions

The Challenger Group, Inc. (d.b.a. ChallengerSoft)

End User Services and License Agreement (“EULA”)

IMPORTANT: THIS AGREEMENT CONTAINS IMPORTANT RIGHTS AND LIMITATIONS. UNLESS YOU, OR A THIRD PARTY ON YOUR BEHALF, HAVE A SEPARATE WRITTEN CONTRACT WITH CHALLENGERSOFT, THE TERMS OF THIS EULA WILL APPLY. IN THE EVENT OF ANY CONTRADICTING TERMS OR CONDITIONS, THE TERMS AND CONDITIONS OF YOUR SEPARATE WRITTEN CONTRACT WILL PREVAIL, AND WILL SUPERCEDE THE TERMS OF THIS EULA.

  1. CONTRACT FOR SERVICE

    This is a contract between you and The Challenger Group, Inc. (d.b.a. ChallengerSoft) (“ChallengerSoft”) for use of certain ChallengerSoft application software. We are The Challenger Group, Inc. (d.b.a. ChallengerSoft), a Texas corporation. Our mailing address is The Challenger Group, Inc., 12603 Southwest Freeway, Suite 165, Stafford, TX 77477. We will refer to ourselves in this contract as either “ChallengerSoft”, “CS”, “we” or “our.” You are a representative of the Organization that is contracting for Service. The ChallengerSoft application software is provided to you as a hosted service, and includes any services, software, machines, support, content and other media, updates or upgrades. We refer to all of these in this contract as the “Service”. You have expressed interest in utilizing certain services and software provided by ChallengerSoft. The software product includes computer programs and other proprietary material ("Software"), the use of which is subject to the terms and conditions of this end user services and license agreement ("Agreement"). Proceeding with installation and use of the software is your acceptance of this Agreement. By using all or any portion of the Software you accept all the terms of this Agreement. You agree that this Agreement is enforceable like any written negotiated agreement signed by you. If you do not agree with the terms, do not use this software.

  2. HOW YOU MAY ACCESS AND USE THE SERVICE

    We provide the Service for your exclusive use. You are responsible for all activity associated with your installed Service. You must notify ChallengerSoft right away of any use of your Service that you did not authorize or any breach in security known to you that relates to the Service. Do not provide your Service link, User-id, password, or other Service information to third parties. You may not authorize any third party to access and/or use the Service on your behalf.

  3. WHAT YOU MAY NOT DO WITH THE SERVICE

    The privacy, safety and security of our Service and the users of our Service are very important to us. You may not use the Service in any way that could harm the Service, other Service users, ChallengerSoft, or our affiliates. Some examples of harmful activity that we do not permit include:

    • Trying to gain access to any account, computers or networks related to the Service without authorization.
    • Disrupting accounts, computers or networks related to the Service.
    • Obtaining or trying to obtain any data through any means from the Service, except if intended, provided, or made available to you.
    • Charging others to use the Service either directly or indirectly.

    You may not use the Service in any way that is against the law. You may not use the Service to send or receive messages or materials that are inappropriate or violate the intellectual property rights of ChallengerSoft or others. Some examples of types of material and messages that we do not permit include:

    • Using the Service to participate in pyramid schemes or chain letters, or
    • Using the Service to send, either directly or indirectly, any unsolicited bulk e-mail or communications.
    • Defaming, abusing, harassing, stalking, threatening or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
    • Creating a false identity for the purpose of misleading others.
    • Uploading, storing or otherwise making available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.
    • Uploading, storing or otherwise making available any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software that may damage the operation of another's computer or property.
    • Downloading any material uploaded by another user of the Service that you know, or reasonably should know, cannot be legally distributed in such manner.
    • Falsifying or deleting any author attributions, legal or other proper notices or proprietary designations or labels of the origin of source of software or other material contained in a file that is transferred.
    • Violating any code of conduct or other guidelines which may be applicable to the Service.

  4. PRIVACY

    We consider your use of the Service, including your data, to be private. We do not routinely monitor your use of the Service or disclose information about your use of the Service to anyone. However, we may monitor your use of the Service and disclose information about you, if we consider it necessary to: (1) comply with the law or to respond to legal process; (2) ensure your compliance with this contract; or (3) protect the rights, property, or interests of ChallengerSoft, its employees, its customers, or the public.

  5. SOFTWARE

    ChallengerSoft application Software is provided for your exclusive use as part the Service. We grant you the right to use the Software only for the authorized use of the Service. We reserve all other rights to the Software. ChallengerSoft or its suppliers own the title, copyright, and other intellectual property rights in such Software. We may automatically check your version of the Software. We may automatically provide upgrades to such Software to update, enhance and further develop the Service. Your license will terminate on the date your Service terminates. We may disable such Software after the date the Service terminates. You will not disassemble, decompile, or reverse engineer, any software or any machine included in the Service, except and only to the extent that such activity is expressly permitted by applicable law. The Software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users and end use.

  6. NO WARRANTIES

    We provide the service "as is," "with all faults" and "as available," and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you. To the maximum extent permitted by applicable law, ChallengerSoft, its affiliates, resellers, distributors, service providers and/or suppliers (each a “party”, and collectively the “parties”) makes no representations, warranties or conditions, express or implied. The parties disclaim any and all warranties or conditions, express, statutory and implied, including without limitation (1) warranties or conditions of merchantability, fitness for a particular purpose, workmanlike effort, accuracy, title, quiet enjoyment, no encumbrances, no liens and non-infringement, (2) warranties or conditions arising through course of dealing or usage of trade, and (3) warranties or conditions that access to or use of the service will be uninterrupted or error-free. There are no warranties that extend beyond the face of this contract.

  7. LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY

    Unless you, or a third party on your behalf, have a separate written contract with ChallengerSoft that modifies this contract, in no event will any party be liable for any damages, including without limitation any indirect, consequential, special, incidental, or punitive damages arising out of, based on, or resulting from this contract or your use of the service, even if such party has been advised of the possibility of such damages. The exclusion of damages under section 9 is independent of your exclusive remedy and survives in the event such remedy fails of its essential purpose or is otherwise deemed unenforceable. These limitations and exclusions apply without regard to whether the damages arise from (1) breach of contract, (2) breach of warranty, (3) negligence, or (4) any other cause of action, to the extent such exclusion and limitations are not prohibited by applicable law. If you are dissatisfied with the service, you do not agree with any part of this contract, or you have any other dispute or claim with or against any party with respect to this contract or the service, then your sole and exclusive remedy is to discontinue using the service.

  8. OWNERSHIP

    The Software, any accompanying printed materials, and all copies of these, are owned by us and are protected by copyright, trademark and trade secret laws. The Software is licensed on a subscription basis, and is not sold.

  9. INDEMNITY

    Unless you, or a third party on your behalf, have a separate written contract with ChallengerSoft that modifies this contract, you will indemnify, defend and hold us harmless from and against any and all claims, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including without limitation reasonable attorneys' and experts’ fees, directly or indirectly resulting from or related to any claimed infringement or violation of person’s rights of privacy based on any action or inaction by you, or any person’s rights including tort claims arising out of your representations, omissions, or actions.

  10. TERM

    Unless you, or a third party on your behalf, have a separate written contract with ChallengerSoft that modifies this contract, this agreement will remain in effect for an indefinite period, unless it is terminated earlier by us due to a breach by you of its terms including those set out herein; or under the conditions set forth below under "Termination". Upon termination you will cease all use and promptly remove the Software and destroy, or return to us, all printed materials and copies of the Software. We have no responsibility to assist you in any data migration or transfer at any time, or to provide you any data, including when this agreement is terminated.

  11. TERMINATION OF SERVICE

    Unless you, or a third party on your behalf, have a separate written contract with ChallengerSoft that modifies this contract, then we may terminate or suspend your Service at any time. Our termination or suspension may be without cause and/or without notice. Upon Service termination, your right to use the Service stops right away. Once the service is cancelled or suspended, any data you have stored on the service may not be retrieved later.

  12. MISCELLANEOUS

    Unless you, or a third party on your behalf, have a separate written contract with ChallengerSoft that modifies this contract, this agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes any other agreement relating to the Software or the Service. This agreement shall be construed pursuant to the laws of the State of Texas and the United States without regard to the conflict of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.

  13. JURISDICTION

    Unless you, or a third party on your behalf, have a separate written contract with ChallengerSoft that modifies this contract, any disputes related to this agreement or its subject matter will be subject to the jurisdiction of the state and federal courts located in Houston, TX and you and we agree to the personal jurisdiction of such courts, and you and we waive any right either of us may have to move or dismiss any case brought in such courts.