iMAS Annual License Agreement

This is a legal agreement between you (either an individual or an entity), the end user, and Monaco & Associates Incorporated (MONACO) for access to and use of the iMAS (Motivation Assessment Scale Software Online). By using the iMAS, you agree to be bound by the terms of the following agreement, and are responsible for ensuring that the terms are met. If you do not agree to the terms of this agreement, do not access or use the service, and contact MONACO within 30 days of purchase for a full refund.

1. GRANT OF LICENSE. MONACO grants you a nonexclusive and nontransferable license to access and use the iMAS for the period of one year.. This license includes: (a) The right to electronically enter data pertaining to individuals, settings, behaviors and raters of your choosing and to retrieve information and scale results for the aforementioned individuals only; (b) The right to printout data pertaining to the aforementioned individuals in accordance with the provisions of Section 3 hereof; and ( c) the right to use the iMAS by no more than one person at a time unless your subscription is for multiple use, in which case as many users may enter, retrieve, and print data simultaneously as the number for which you are licensed.

2. ACCESS. Only individuals and entities who are current paid subscribers to the iMAS, and other select individuals (determined by MONACO), are authorized to access and use iMAS Scale content, services, and features may be added to, modified, or withdrawn from iMAS and iMAS may be otherwise changed without notice.

3. COPYRIGHT. The scale content and service provided by iMAS and the Motivation Assessment Scale is copyrighted and owned by MONACO and is protected by U.S. copyright law and international treaty provisions. You acquire no proprietary interest in iMAS or any of the scale content displayed therein, except as allowed hereinYou may make copies of iMAS testing results for use, at your discretion. It is your responsibility to see that use of such results conforms with HIPAA regulations and all other regulations governing client privacy.Any material copied from this service must bear MONACO copyright attribution. Under no circumstances may any portion of any section of iMAS, including the Motivation Assessment Scale, itself, be copied and/or distributed in any media without the permission of MONACO.

4. OTHER RESTRICTIONS. This license agreement is your proof of license to exercise the rights granted herein. You may not, and you may not permit others to, reverse engineer, decompile, disassemble, or derive source code from the software, rent, lease, loan, sublicense, modify or prepare derivative works from iMAS, which includes the information and software made available therein. You may not copy, modify, reproduce, republish, distribute, transmit or use for commercial or public purposes iMAS, except to the extent required in order for you to use iMAS in the manner expressly intended by MONACO. You may not use or otherwise export or re-export iMAS in violation of the export control laws and regulations of the United States of America. You may not use the service in any manner that infringes the intellectual property or other rights of another party.

5. LIMITED WARRANTY. Although MONACO has made efforts to verify the accuracy of the content information, the iMAS information and service is provided "as is" and "as available" and you understand and agree that the accuracy is not guaranteed, and you assume the risk of inaccuracy. No other warranty is made by MONACO, either expressed or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. MONACO shall not be liable for any damage or loss of any kind arising out of, resulting from, or any way related to (a) any errors in or omissions from service or information available or not included therein, (b) the unavailability or interruption of service or any feature thereof or any information, (c) your access to or use of service or information, (d) your use of any equipment or software in connection with the service, (e) the content of information, or (f) any delay or failure in performance, regardless of whether such liability is based in tort, contract, or otherwise. If the foregoing limitation is held to be unenforceable, MONACO's maximum liability to you shall not exceed the amount of the annual license fee paid by you for the service. The remedies available to you against MONACO under this agreement are exclusive. Some states restrict warranty and remedy exclusions and limitations, and to the extent of such restrictions, the foregoing limitations may not apply and other remedies may be made available under certain state laws.

6. COMPUTER VIRUS TESTING. MONACO represents and warrants that it has taken reasonable steps to test the software and data supplied by it or used by it in the performance of this agreement for Computer Viruses. Based upon such testing, MONACO warrants and represents that, to the best of its knowledge, such software and data is free from any Computer Virus at the time it is offered to the Licensee. "Computer Virus" is defined as a computer program attached to or a section of code hidden within the software that performs a function unauthorized by the software’s documentation and which adversely affects Licensee’s computer or software systems.

7. MISCELLANEOUS. The terms of this agreement, including but not limited to the iMAS product offering, may be changed from time to time. Notice of change and other communications will be displayed electronically in the iMAS. Your subscription for access to and use of the iMAS may be terminated immediately upon notice to MONACO if any change is unacceptable. Continued use of the iMAS following any change constitutes acceptance of the change. You may terminate your access to iMAS immediately upon notice to MONACO. MONACO may suspend or discontinue providing iMAS to you with or without cause and without notice. If access to iMAS is terminated, MONACO will refund a prorated portion of the annual subscription price based on the unused period of service.

This license will terminate immediately if you attempt to transfer the licensed copy or a copy thereof except as specifically allowed herein. MONACO may pursue any remedy legally available to it if you fail to comply with any of your obligations hereunder and if you do not correct such failure to comply within 30 days of notification. The failure of MONACO to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. The terms of this agreement constitute the entire agreement between the parties with respect to the subject matter hereof. All prior agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter hereof are superseded and canceled in their entirety. If any provision hereof is adjudged to be invalid, void, or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and that the terms of this agreement for iMAS will in any event remain valid and enforceable.