IMPORTANT - READ CAREFULLY:
THIS END-USER LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND WebifyMyForm, INC. OR ANY OF ITS AFFILIATED COMPANIES ("WebifyMyForm") PROVIDING THIS SOFTWARE OR SOFTWARE-ENABLED SERVICE TO YOU. IN THIS AGREEMENT, "SOFTWARE" MEANS ANY COMPUTER SOFTWARE PROVIDED TO YOU BY WebifyMyForm WHICH IS INSTALLED ON OR ACCESSED BY YOUR COMPUTER OR INSTALLED ON ANOTHER COMPUTER THAT YOU ACCESS (EACH INCLUDING ANY PRIOR OR FUTURE VERSIONS), AND IT INCLUDES RELATED DOCUMENTATION AND OTHER TEXT; ARTWORK, PHOTOS, VIDEO AND AUDIO CONTENT; AND ALL UPDATES TO ANY OF THESE ITEMS. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD STOP USING THE SOFTWARE AND PROMPTLY RETURN TO WebifyMyForm ANY SOFTWARE IN YOUR POSSESSION, INCLUDING ANY PACKAGING AND ALL WRITTEN MATERIALS.
1. GRANT OF LICENSE. If you will use the SOFTWARE on a computer owned or controlled by you, this Agreement grants to you the limited, nonexclusive right to install the SOFTWARE on as many computers for which you have purchased or been granted a license. If you have subscribed to one of WebifyMyForm's software enabled services that permits you to access SOFTWARE running on WebifyMyForm's computers, as many users as you have purchased or been granted licenses for may use the WebifyMyForm service during the term of your service subscription.
2. COPYRIGHT. The SOFTWARE is owned by WebifyMyForm or its licensors and is protected by copyright laws of the United States, by laws of other nations, and by international copyright treaties. The SOFTWARE is licensed, not sold.
3. RESTRICTIONS ON USE AND TRANSFER. You may only use the SOFTWARE in accordance with this Agreement, any executed Work Order (and accompanying Terms and Conditions) or services agreement ("MASTER AGREEMENT") and any nondisclosure agreement, in each case, between you or your company and WebifyMyForm. If a provision of this Agreement conflicts with a provision in the MASTER AGREEMENT, the provision in the MASTER AGREEMENT will control. If no MASTER AGREEMENT exists you must comply with the following restrictions, in addition to the other terms of this Agreement:
(a) You may not copy the SOFTWARE, except that (1) you may make one copy of the SOFTWARE solely for backup or archival purposes, and (2) you may transfer the SOFTWARE to a single hard disk provided you keep the original solely for backup or archival purposes. You may not copy the written materials.
(b) You may not sell, rent or lease the SOFTWARE or otherwise transfer or assign the right to use the SOFTWARE.
4. COPIES. You may not copy, translate, adapt, modify, alter, decompile, disassemble, or otherwise reverse engineer or create any derivative work of the SOFTWARE, merge the SOFTWARE or any part thereof with any other software or change any SOFTWARE in whole or in part, nor allow any other party to do so, except to the limited extent permitted under Section 3 of this Agreement. You must not alter or remove any copyright or other intellectual property notifications applied to the SOFTWARE. Upon termination of the MASTER AGREEMENT for any reason, you will immediately destroy or return to WebifyMyForm the SOFTWARE and may not use the SOFTWARE for any reason.
5. THIRD PARTY COMPONENTS. The SOFTWARE may contain or rely on components that are owned by third parties and have been licensed to WebifyMyForm for distribution within the SOFTWARE. You may not use third party components in any way whatsoever other than through your authorized use of the SOFTWARE.
6. WARRANTY DISCLAIMER. OTHER THAN AS PROVIDED IN THE MASTER AGREEMENT, WebifyMyForm DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE.
7. NO LIABILITY FOR DAMAGES. You can recover from WebifyMyForm only direct damages up to an aggregate amount equal to the price you paid to license the SOFTWARE (which will be deemed to be your average monthly service charge during your first year if you subscribe to an WebifyMyForm software enabled service) or the equivalent of $50 USD (whichever is greater). IN NO EVENT WILL WebifyMyForm BE LIABLE TO YOU FOR ANY OTHER DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOST SAVINGS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE (OR ITS ACCESSED INFORMATION). SOLELY TO THE EXTENT CERTAIN JURISDICTIONS LIMIT THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY, THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT IS UNENFORCEABLE UNDER APPLICABLE LAW, WebifyMyForm'S AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
8. SEVERABILITY. If any provision of this Agreement is declared to be unenforceable, the remainder of this Agreement will continue in full force and effect, and the unenforceable provision will be deemed modified to the extent necessary to comply with the applicable requirements of law, while retaining to the maximum extent permitted by law its intended effect, scope and economic effect.
9. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement shall be governed in all respects by the laws of the state of New York, without regard to conflicts of law. You agree that any controversy or claim arising out of or relating to this Agreement shall be settled by mandatory, final and binding arbitration in New York, New York before the American Arbitration Association in accordance with its rules applicable to commercial disputes, provided that WebifyMyForm may seek interim relief in court as it deems necessary to protect its confidential information and intellectual property rights. Any arbitration award rendered pursuant to this provision shall be enforceable worldwide. You agree that venue for any litigation arising under this Agreement or shall be New York County, New York, and you submit to the jurisdiction of the state and federal courts located there.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and WebifyMyForm pertaining to its subject matter and supersedes all other agreements, communications, understandings, negotiations, and discussions, whether oral or written, or course of dealings between us. No representation or promise subsequently made by you or WebifyMyForm, nor any modification or amendment of this Agreement, will be binding unless it is in writing and signed by you and an authorized officer of WebifyMyForm.
11. ACCESS CODES. As part of your agreement with WebifyMyForm, you may receive a user name and password (or other means by which you can control access to the data, information and services provided by us)("access code"). In such case, you agree to abide by the following terms in this paragraph. You acknowledge that you will be provided or have been provided an access code. You agree that once such access code is provided to you, you shall be solely responsible for maintaining the confidentiality of the access code. Accordingly, you shall be solely and completely responsible for any and all acts or omissions that occur under the access code by you or by any party (other than us) who uses such access code for any purpose whatsoever, whether lawful or unlawful. Without limiting the foregoing, you agree that the access code given to you will be solely used by you. You agree that you will not assign or transfer it to, or commit any act or omission that would result in such access code to be used by, any other party for any purpose whatsoever. You agree to inform WebifyMyForm immediately of any unauthorized use of your access code.
12. INFORMATION PROVIDED. (a) THE INFORMATION ACCESSIBLE BY YOU THROUGH THIS SOFTWARE (INCLUDING ANY INFORMATION LINKED FROM THIS SOFTWARE) IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT, AND SHALL NOT CONSTITUTE, AND WebifyMyForm HEREBY DISCLAIMS, ANY REPRESENTATION, WARRANTY, CERTIFICATION (INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) OR AGREEMENT AS TO THE ACCURACY, RELIABILTY, SUFFICIENCY, TRUTH, SUITABILITY, QUALITY, VALIDITY, TIMELINESS OR COMPLETENESS OF THE INFORMATION SO PROVIDED (INCLUDING ANY AND ALL CALCULATIONS, TABLES, GRAPHS AND SUMMARIES).
WebifyMyForm SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED AS A RESULT OF USING, MODIFYING, CONTRIBUTING, COPYING, DISTRIBUTING, OR DOWNLOADING THE INFORMATION ON THIS SOFTWARE. YOU HAVE SOLE RESPONSIBILITY FOR THE ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THIS SOFTWARE AND YOU WILL NOT MAKE A CLAIM AGAINST WebifyMyForm FOR LOST DATA, RE-RUN TIME, INACCURATE OUTPUT, WORK DELAYS, OR LOST PROFITS RESULTING FROM THE USE OF THE INFORMATION ON THIS SOFTWARE. YOU AGREE TO HOLD WebifyMyForm HARMLESS FROM ANY CLAIMS, LOSSES OR DAMAGES ARISING FROM OR RELATED TO ANY BREACH OR VIOLATION OF THE TERMS HEREIN OR YOUR GROSS NEGLIGENCE OR WILFUL MISCONDUCT IN THE USE OF THIS SOFTWARE (INCLUDING THE INFORMATION ACCESSED HEREIN). Such information provided is qualified entirely by reference to the original source of the information and you should refer to such original source for qualifications and reference. Such information provided may not be incorporated into any contract. No statement or information shall constitute a legal, business or tax opinion or advice.
(b) Except as set forth in the Master Agreement, the information provided is not a commitment to, and WebifyMyForm has no obligation to, deliver any additional information, material, code, or functionality, and you bear the sole risk and liability in relying on such information in making any strategic or analytical decisions (including any decision to purchase products or services). The development, release, and timing of any features or functionality of the SOFTWARE remain at the sole discretion of WebifyMyForm, and all information provided may change without notice.
(c) This SOFTWARE may contain hyperlinks to sites operated by third parties. Access to any other site is at your own risk. Such links are provided as a convenience and the inclusion of such links does not imply an endorsement. WebifyMyForm is not responsible for the reliability of such sites nor is WebifyMyForm responsible for any information or other materials on such sites. WebifyMyForm's inclusion of hyperlinks to such sites does not imply any association with their operators. As stated herein, "information" shall include any and all information that may be generated through the use of this SOFTWARE.
(d) User access to SOFTWARE is governed by all applicable federal, state and local laws. All information accessed is subject to U.S. export control laws and may also be subject to the laws of the country where you reside.
(e) You may be granted access to information that is sensitive and personal in nature. You agree to not disclose or use such information except in compliance with applicable laws and in connection with lawful, legitimate, and bona fide purposes.
If you have any questions concerning this Agreement or wish to contact WebifyMyForm for any reason, please email email@example.com.