End user agreement for Eureka Central
End User License Agreement
IMPORTANT, PLEASE READ CAREFULLY
THIS IS A LEGALLY BINDING LICENSE AGREEMENT
NOTICE: This SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This SOFTWARE PRODUCT is licensed, not sold.
1. BINDING AGREEMENT
This End User License Agreement ("EULA") is a legal and binding contract between you (either an individual or a single entity) and ScanAndHost, Inc. ('ScanAndHost') with regard to the copyrighted Software (herein referred to as "SOFTWARE PRODUCT" or "SOFTWARE") and the document hosting services (the "Services" or "Hosting Services") provided by ScanAndHost pursuant to this EULA. The SOFTWARE PRODUCT includes computer software, the associated media, any printed materials, and any "online" or electronic documentation. Use of any software and related documentation or the Hosting Services provided to you by ScanAndHost in whatever form or media, will constitute your acceptance of the terms of this Agreement. If you do not agree with the terms of this EULA, do not download, install, copy or use the Software. By installing, copying or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, ScanAndHost is unwilling to license the SOFTWARE PRODUCT t you.
2. BILLING AND PAYMENT
This license includes a 30-day free trial period. Thereafter, on the 1st of each following month each account will be billed via an Acrobat file attached to an E-mail. Payment will be due within 20 days from receipt of billing. If payment is not received within 20 days account will become inactive and customer will be denied access to its account, any documents hosted by ScanAndHost, and further services until account is brought current.
3. GRANT OF LICENSE
ScanAndHost grants to you a personal, non-transferable and non-exclusive right to use the copy of the Software provided with this EULA. You agree you will not copy the Software except as necessary to use it your computers. You agree that you may not copy the written materials accompanying the Software. Modifying, translating, renting, copying, transferring or assigning all or part of the Software, or any rights granted hereunder, to any other persons and removing any proprietary notices, labels or marks from the Software is strictly prohibited. Furthermore, you hereby agree not to create derivative works based on the Software. You may not transfer this Software.
4. OWNERSHIP OF COPYRIGHT
The Software is licensed, not sold. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of ScanAndHost and/or its suppliers, and you will not acquire any rights to the Software, except as expressly set forth above. All copies of the Software will contain the same proprietary notices as contained in or on the Software. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT, are owned by ScanAndHost or its suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions.
5. NO REVERSE ENGINEERING
You agree that you will not attempt, and if you are a corporation, you will use your best efforts to prevent your employees and contractors from attempting to reverse compile, modify, translate or disassemble the Software in whole or in part. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this license and the reversion of the rights granted hereunder to ScanAndHost.
6. NO RENTAL: You may not loan, rent, or lease the SOFTWARE.
SCANANDHOST IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE.
If the SOFTWARE is an upgrade from an earlier release or previously released version, you now may use that upgraded product and ScanAndHost's Services only in accordance with this EULA.
8. INDEMNIFICATION BY USER
If you distribute the Software in violation of this Agreement, you agree to indemnify, hold harmless and defend ScanAndHost and its suppliers from and against any claims or lawsuits, including attorney's fees that arise or result from the use or distribution of the Software in violation of this Agreement.
9. RULES OF USE
The following additional rules apply to your use of the Services: You may not
· scan or post any document that is protected by copyright, trademark, privacy or publicity rights, trade secret rights, confidentiality rights, contract rights, or other rights without the express permission of the owner of the respective right;
· post any document that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
· attempt to access features of the SOFTWARE PRODUCT for which you do not have the proper authorization;
· use the SOFTWARE PRODUCT to further or promote any criminal or illegal activity or to provide instructional information about illegal activities;
· use the SOFTWARE PRODUCT in a manner that interferes with, disables, disrupts, impairs, or creates an undue burden on the networks or services that support the SOFTWARE PRODUCT;
10. AGENT TO RECEIVE NOTIFICATION OF CLAIMED INFRINGEMENT
SCANANDHOST does not knowingly violate or permit others to violate the copyrights of others. It is your responsibility to make sure that you do not post Content that violates the copyrights of others. We reserve the right to deny you access to the Services if you post or transmit infringing Content on or through the Services. Please notify our Copyright Agent immediately if you have reason to believe any part of the Content of the Services infringes the copyrights of others.
You agree to defend, indemnify and hold SCANANDHOST and its directors, officers, employees and agents harmless from and against any claims, demands, losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) to the extent arising out of or in connection with your use of the SOFTWARE in violation of this Agreement or your breach of this Agreement or any warranty or representation set forth herein.
12. DISCLAIMER OF WARRANTIES
THE SOFTWARE PRODUCT, AND ALL INFORMATION, PRODUCTS AND SERVICES MADE AVAILABLE THROUGH OUR SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, SCANANDHOST DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO OUR SERVICES, INCLUDING THE SOFTWARE PRODUCT AND THE INFORMATION, PRODUCTS AND SERVICES MADE AVAILABLE THROUGH OUR SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCANANDHOST DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; (C) RELATING TO THE SECURITY OF OUR SERVICES; (D) THAT OUR SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR; (E) THAT NO DATA WILL BE LOST OR CORRUPTED; (F) THAT NO VIRUSES OR OTHER HARMFUL CODE WILL BE TRANSMITTED ON THE SERVICES; AND (G) THAT NONE OF YOUR DOCUMENTS OR INFORMATION WILL BE LOST, DAMAGED, OR DESTROYED.
13. LIMITATION OF LIABILITY
WE WILL TAKE REASONABLE PRECAUTIONS TO PROTECT YOUR DOCUMENTS WHICH SCANANDHOST STORES ON ITS SERVERS AGAINST LOSS, DAMAGE OR DESTRUCTION, BUT WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY IF ANY ARE LOST, DAMAGED OR DESTROYED WHILE THEY ARE STORED BY SCANANDHOST NOR FOR ANY ERRORS IN TRANSCRIPTION WHICH MAY EXIST. IT IS YOUR RESPONSIBILITY TO MAKE AND KEEP BACK-UP COPIES OF YOUR DOCUMENTS BEFORE SENDING THEM TO US FOR HOSTING.
UNDER NO CIRCUMSTANCES, SHALL SCANANDHOST, OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS, LICENSORS OR SUPPLIERS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE OUR SERVICES, ANY DOCUMENT HOSTED ON OR TRANSMITTED THROUGH OUR SERVICES, OR ANY INFORMATION, PRODUCTS OR SERVICES PROVIDED OR PURCHASED THROUGH SCANANDHOST.
THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS WHETHER THE CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF AN AUTHORIZED REPRESENTATIVE OF SCANANDHOST HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE EFFECTIVENESS OF OTHER REMEDIES.
THE AGGREGATE LIABILITY OF SCANANDHOST FOR ANY LIABILITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID FOR THE SOFTWARE.
14. RIGHT TO DISCONTINUE OR MODIFY SERVICES WITHOUT NOTICE
SCANANDHOST reserves the right to discontinue or modify the Services at any time without prior notice.
15. RIGHT TO USE SUBCONTRACTORS
SCANANDHOST reserves the right to subcontract all or part of the Services to subcontractors located in the United States or other countries.
16. LINKS TO SITES OPERATED BY THIRD PARTIES
SCANANDHOST may provide links to Web sites operated by third parties. We are not responsible for examining or evaluating, and we do not warrant the products or offerings of, any of these businesses or individuals or the accuracy, completeness or currency of the content of their Web sites. We do not assume any responsibility or liability for the actions, product, and content of any such sites. Before you use any site you should review the applicable conditions of use and policies. The inclusion of a link in the Services does not imply our endorsement of the site. If you decide to access linked third-party web sites, you do so at your own risk.
Our failure at any time to require performance of any provision of this Agreement or to exercise any right provided for herein shall not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by any of us of any breach of any provision of this Agreement or of any right provided for herein shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
19. GOVERNING LAW, JURISDICTION AND VENUE
SCANANDHOSTs headquarters are located in Lodi, California. This Agreement shall be governed under the laws of the State of California without regard to its conflicts of law provisions. All actions or proceedings arising out of or relating to this Agreement shall be venued exclusively in state or federal court in California. You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes.
20. DISPUTE RESOLUTION; BINDING ARBITRATION
In the Dispute Resolution Section only, "we" and "us" are used to refer to you and SCANANDHOST together.
(A) We each agree to first contact each other with any disputes and provide a written description of the problem, all relevant documents/information and the proposed resolution. You agree to contact us with disputes by contacting us at the address provided in this Agreement. We will contact you based on the contact information you have provided us.
(B) We each agree to finally settle all disputes (as defined and subject to any specific exceptions below) only by arbitration. In arbitration, there's no judge or jury and review is limited. However, just as a court would, the arbitrator must honor the terms and limitations in this Agreement and can award the same damages and relief. The arbitrator's decision and award is final and binding and judgment on the award may be entered in any court with jurisdiction. We each also agree as follows:
(i) "Disputes" are any claims or controversies against each other related in any way to the SOFTWARE PRODUCT, SCANANDHOSTS Services or this Agreement - this includes claims you bring against our employees, agents, affiliates or other representatives, and claims SCANANDHOST may bring against you.
(ii) If either of us wants to arbitrate a dispute, we agree to send written notice to the other providing a description of the dispute, previous efforts to resolve the dispute, all supporting documents/information, and the proposed resolution. We will send notice to you based on the contact information you have provided us and notice to us must be sent to: ScanAndHost, Inc., 101 W. Locust Street Suite #1, Lodi, CA 95240. We agree to make attempts to resolve the dispute. If we cannot resolve the dispute within forty-five (45) days of receipt of the notice to arbitrate, then we may submit the dispute to formal arbitration.
(iii) The arbitration will be administered by the American Arbitration Association ("AAA") under its arbitration rules. If any AAA rule conflicts with this Agreement, this Agreement shall apply. You can obtain procedures, rules, and fee information from the AAA at www.adr.org.
(iv) The arbitration will be conducted by a single neutral arbitrator and will take place in Stockton, CA. The federal or state law that applies to this Agreement will also apply during the arbitration.
(v) We each agree not to pursue arbitration on a classwide basis. We each agree that any arbitration will be solely between you and us (not brought on behalf of or together with another individual's claim). If for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then our agreement to arbitrate doesn't apply and the dispute must be brought in court.
(vi) The prevailing party in the arbitration will be entitled to recover its costs and expenses, including reasonable attorneys' fees and experts' fees, which are incurred in connection with the arbitration.
(C) Either of us may bring qualifying claims in small claims court.
21. NO CLASS ACTIONS
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
22. NO TRIAL BY JURY
TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.
23. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement between you and us with respect to the SOFTWARE PRODUCT and supersedes all previous communications, negotiations and agreements, whether oral, written, or electronic between you and us with respect to the Services.