PLATFORM END USER LICENSE AGREEMENT
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. BY CLICKING THE ACCEPTANCE BUTTON, INSTALLING ANY SOFTWARE, AND/OR USING THE PLATFORM OR ANY COMPONENT OF THE PLATFORM, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.
ThisAgreement sets forth the terms and conditions of your use of our platform available at www.notaryberry.com (the "Platform"). Forthepurposes of this Agreement, "you" meansyou, theenduser, and "Licensor" means 901ers Inc. and its subsidiaries and affiliates.
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1. License Grant. Licensor hereby grants to you a non-exclusive and non-transferable license to use the Platform and related documentation (the "Documentation"), according to the provisions contained herein and subject to payment of applicable license fees. You are not permitted to lease, rent, distribute or sublicense the Platform or any rights therein. You also may not install the Platform on a network server, use the Platform in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Platform (source code). Except as provided below, this Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in the Platform and Documentation.
You agree that you have no right, power or authority to make any modifications to or unauthorized copies of the Platform. You may reproduce and provide one (1) copy of the Platform and Documentation for each device, computer or workstation on which the Platform is installed. Otherwise, the Platform and Documentation may be copied only as essential for backup or archive purposes. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Platform and Documentation on any copies that you make.
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2. No Assignment, No Transfer. You agree not to transfer or assign the Platform and/or this Agreement to another party without the prior written consent of Licensor, which consent shall be at Licensor’s sole and absolute discretion. If such consent is given and you transfer or assign the Platform and/or this Agreement, then you must at the same time either transfer any copies of the Platform and Documentation to the same party or destroy or return to Licensor any such materials not transferred. Except as set forth above, you may not transfer or assign the Platform or rights under this Agreement.
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3. No Modification; No Reverse Engineering. Youagreenottomodify, translate, reverse engineer, decompile, disassemble, or create derivative works of the Platform or assist someone in performing such prohibited acts.
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4. Import/Export Restrictions. You agree not to import or export the Platform or any Documentation (or any copies thereof) or any products utilizing the Platform or any Documentation in violation of any applicable laws or regulations of the United States orthecountry to which you have imported or exported. You agree to indemnify Licensor from liability if you violate any such laws or regulations.
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5. Title. You agree that Licensor owns and holds title to the Platform and any Documentation and all subsequent copies thereof regardless of the form or media. Furthermore, title, ownership rights, and intellectual property rights in the Platform and any Documentation shall remain with Licensor. The Platform and any Documentation are protected by copyright and other intellectual property laws and by international treaties.
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6. Term and Termination. This license will be perpetual from the date that you first use the Platform, if the license is not terminated earlier, whether by yourself or by the Licensor. You may terminate this license at any time by ceasing use of the Platform and any Documentation together with all copies and merged portions in any form, and bydeleting or rendering inactive any account you have created to use the Platform. Your license for the Platform will also terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, or are placed in receivership. Upon such termination, you agree to immediately cease use of the Platform and Documentation. You agree that you will not be entitled to a refund of any applicable license fee upon early termination of this Agreement. Licensor reserves the right to alter, restrict, or terminate the license of any licensee or user, for cause or no cause, if in the best interest of Licensor; notwithstanding said alteration, restriction, or termination of the license of a licensee or user, 901ers. Inc. willensure that proper notice and compensation is granted to a .
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7. Governing Law. The laws of the State of Virginia shall govern the construction of this Agreement and you agree to be subject to personal jurisdiction in the State of Virginia for the purposes of enforcing the provisions of this Agreement.
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8. Limited Warranty. Licensor warrants that for a period of thirty (30) daysfromthedate of firstuse, thePlatform, if operated as directed, will substantially achieve the functionality described in any Documentation. Licensor does not warrant, however, that your use of the Platform will be uninterrupted or, that the operation of the Platform will be error-free. Licensor also warrants that the media containing the Platform, if provided by Licensor, is free from defects in material and workmanship and will so remain for thirty (30) daysfromthedateyouacquired the Platform.
Licensor's sole liability for any breach of this warranty shall be, in Licensor's sole discretion (i) to replace your defective media or Platform, or (ii) to advise you how to achieve substantially the same functionality with the Platform as described in any Documentation through a procedure different from that set forth in any Documentation, or (iii) if the above remedies are impracticable, to refund any license or use fee you paid for the Platform. Repaired, corrected, or replaced Platform and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Platform, or if longer, for thirty (30) daysafterthedate (a) of delivery to you of the repaired or replaced Platform, or (b) Licensor advised you how to operate the Platform so as to achieve substantially the same functionality described in any Documentation.
If any modifications are made to the Platform by you during the entirety of the period in which you use the Platform, if the media is subjected to accident, abuse, or improper use or if you violate the terms of this Agreement, then this warranty shall immediately terminate. This warranty shall not apply if the Platform is used on or in conjunction with hardware or Platform other than the unmodified version of hardware and Platform with which the Platform was designed to be used as described in the Documentation.
THIS IS A LIMITED WARRANTY, AND THE WARRANTY SET FORTH IN THIS AGREEMENT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE PLATFORM REMAINS WITH YOU.
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9. Limitation of Remedies. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL LICENSOR, OR ITS SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES EVEN IF LICENSOR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM LICENSOR'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL LICENSOR'S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE PLATFORM.
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10. Indemnification. You agree to defend, indemnify and hold harmless Licensor, its suppliers and its resellers from and against liabilities, costs, damages and expenses (including settlement costs and reasonable attorneys' fees) arising from any claims from anybody that result from or relate to your use, reproduction or distribution of the Platform, or your breach of any representation, warranty or obligation under this Agreement.
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11. Severability. In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired
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12. Entire Agreement. You further agree that this Agreement is the complete and exclusive statement of the agreement between you and Licensor which supersedes all proposals or prior agreements, oral or written, and allothercommunications between you and Licensor relating to the subject matter of this agreement. This Agreement may only be modified by a written agreement signed by both you and an authorized representative of Licensor, provided, that no provision of this Agreement relating to licensee may be modified without the additional written agreement of licensee.
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13. Acknowledgement. By downloading, installing or using any part of this Platform, you indicate that you have read this Agreement, understand it, and agreetobeboundbyitsterms and conditions.
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14. Force Majeure. Licensor shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.