End user agreement for ReachPlus Alerts
is stated in Company's current online website at http://www.tekAlign.com.
In addition to the License Fees per unit,
You agree to pay shipping (if any), currency exchange and handling charges,
together with all Taxes.
b. Representations. You represent and warrant that: (i) all information
provided by You to Company is truthful, accurate and complete; (ii) You are
over 18 years of age; and (iii) and You are the authorized signatory of the
credit or charge card provided to Company to pay the License Fees and Taxes.
c. Collection and Taxes. All License Fees, Taxes and other charges shall
be billed to Your credit card in U.S. Dollars at the current international
currency conversion rate plus currency exchange fees. You shall be
responsible for and shall pay Company all currency conversion charges,
sales, use, value-added, personal property or other tax, duty and levy of
any kind, including interest and penalties thereon, if any ("Taxes"),
whether imposed now or hereinafter by any governmental entity. You shall
promptly pay Company in the event of any refusal of Your credit card issuer
to pay any amount to Company for any reason. You agree to pay interest at
the rate of 1.5% per month on any outstanding balance, together with costs
of collection, including attorney's fees and costs. In the event You fail
to pay any amount in advance, Company may immediately suspend or terminate
this Agreement and Your license of the Software or delay or refuse to permit
downloading or shipment of the Software.
Risk of loss will pass to You upon download or shipment of the Software.
Company will process Your order and deliver to You the permanent key upon
receipt of payment of all License Fees and Taxes. Company reserves the
right to request additional identification. If additional identification is
needed, Company will contact You by email or telephone.
6. Warranty and Disclaimer
a. Limited Warranty. COMPANY WARRANTS THAT ANY MEDIA ON WHICH THE SOFTWARE
IS PROVIDED SHALL BE FREE OF DEFECTS IN MATERIALS AND WORKMANSHIP FOR A
PERIOD OF NINETY (90) DAYS. IF THE SOFTWARE QUALIFIES AS A "CONSUMER
SOFTWARE" UNDER THE MAGNUSON-MOSS WARRANTY ACT, ANY IMPLIED WARRANTIES ARE
LIMITED TO NINETY (90) DAYS. IN THE EVENT OF ANY MATERIAL NONCONFORMITY,
YOUR EXCLUSIVE REMEDY AND COMPANY'S SOLE RESPONSIBILITY, AT COMPANY'S SOLE
OPTION, WILL BE FOR COMPANY TO REPAIR OR REPLACE THE SOFTWARE OR REIMBURSE
YOU FOR THE LICENSE FEES AND TAXES FOR THE NONCONFORMING SOFTWARE.
b. Disclaimer. EXCEPT AS EXPRESSLY STATED AT SECTION 7(a), COMPANY AND THE
OWNER OF THE SOFTWARE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SOFTWARE.
c. Opt Out of UCITA. YOU AGREE THAT THE PROVISIONS OF THE VIRGINIA UNIFORM
COMPUTER INFORMATION TRANSACTIONS ACT ("UCITA", directors, officers, employees
and agents from and against any action, cause, claim, damage, debt, demand
or liability, including reasonable costs and attorney's fees, arising out of
or relating to any breach by You of any provision of Sections 2 and 5 of
this Agreement. You agree that any indemnified person shall have the right
to participate in the defense of any such claim through counsel of its own
choosing at Your expense.
a. Law and Dispute Resolution. The laws of the State of Virginia and the
United States shall govern this Agreement without reference to conflicts of
laws. You agree that any controversy or claim arising out of or relating to
this Agreement, other than requests for injunctive relief, shall be settled
by binding arbitration administered by the American Arbitration Association
under its Commercial Arbitration Rules, and judgment on the award rendered
by the arbitrator(s) may be entered in any court having jurisdiction
b. Notice. All notices shall be in writing and shall be deemed to be
delivered when sent by first-class mail, postage prepaid, or when sent by
facsimile or e-mail to either parties' last known post office, facsimile or
e-mail address, respectively. You hereby consent to notice by email at the
address provided by You to Company. All notices shall be directed to the
parties at the respective addresses given above or to such other address as
either party may, from time to time, provide to the other party.
c. Modification. Company shall have the right, at any time and without
notice, to add to or modify the terms of this Agreement, simply by posting
such amended terms at Company's website or other Internet location relating
to the Software. Your access to or use of the Software after the date of
such amended terms shall be deemed to constitute acceptance of such amended
d. Evidence. This document and Your clicking on the "I ACCEPT" icon or any
act to access or use the Software constitutes Your original signature in
electronic form, and shall be considered an original document with
authenticated signature admissible into evidence unless the document's
authenticity is genuinely placed in question.
e. Severability. Any provision hereof found by a tribunal of competent
jurisdiction to be illegal or unenforceable shall be automatically conformed
to the minimum requirements of law and all other provisions shall remain in
full force and effect. Waiver of any provision hereof in one instance shall
not preclude enforcement on future occasions.
f. Entire Agreement. This Agreement constitutes the complete and exclusive
statement of the agreement between the parties with respect to the Software
and supersedes any and all prior or contemporaneous communications,
representations, statements and understandings, whether oral or written,
between the parties concerning the Software.
YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS AND
CONDITIONS OF THIS AGREEMENT.
"ReachPlus Alerts Server, ReachPlus
Alerts Console and ReachPlus Alerts Client" including, without limitation,
the software, graphics, software code and user manual, which constitutes
proprietary information and copyrighted works that Company is licensed to
market and distribute. You agree that the Company or Owner reserve the right
to change elements,features or functionality of the Software at any time.
a. License. Subject to timely payment of all License Fees and Taxes for
the Software and the terms and conditions of this Agreement, Company hereby
grants You a non-exclusive, non-transferable, limited license to use number
of copies of the Software indicated in Section 4 of this Agreement for Your
internal business purposes, and to install the number of copies of Software
on the number of computers set forth at Section 4 herein. This license is
NOT a sale of the original Software. This License does not entitle you to
any support, upgrades, patches, enhancements, or fixes to the Software
(collectively, "Support"). Any such Support for the Software that may be
made available by Company shall become part of the Software and are subject
to this Agreement.
b. Prohibited Uses. Except as expressly provided above, You may not, with
respect to the Software or any part thereof, display, copy, store,
reproduce, transmit, distribute, rent, lease, sell, modify, alter,
commercially exploit, transmit, reverse engineer, decompile, disassemble, or
translate the Software or create any derivative works thereof. Proprietary
or intellectual property notices contained on the Software or any
information displayed, transmitted or printed from the Software shall not be
erased or removed. You agree to use the Software only for lawful purposes
and in accordance with this Agreement, and that You will not use the
Software to violate any law, regulation or ordinance or any right of Company
or Owner, including without limitation, any right of privacy, publicity,
copyright or trademark.
c. Export Controls. You shall comply with all export laws and restrictions
and regulations of the Department of Commerce, the United States Department
of Treasury Office of Foreign Assets Control ("OFAC", without limitation: (a)
assuring proper computer system configuration, program installation,
verification, audit controls and operating methods; (b) ensuring proper
procedures for the security of data, accuracy of input and output and
back-up plans, including restart and recovery, in the event of hardware or
software error or malfunction; and (c) maintaining back-up data necessary to
replace critical or other data in the event of loss or damage to such data
from any cause.
4. License Fees
a. License Fees. The license fee per unit of the Software (