Terms Of Service
This WEB PAGE IS A LEGAL DOCUMENT (“AGREEMENT”) BETWEEN YOU (“THE SUBSCRIBER”) AND [NAME OF CORPORATION] (“CORPORATION”). THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE [NAME OF SOFTWARE] WEB SITE. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING AND USING THE [NAME OF SOFTWARE] WEB SITE. BY USING AND ACCESSING THE [NAME OF SOFTWARE] WEB SITE YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS AND USE THE [NAME OF SOFTWARE] WEB SITE. CORPORATION. MAY REVISE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE BY UPDATING THIS AGREEMENT. YOU SHOULD VISIT THIS WEB PAGE PERIODICALLY TO REVIEW THE AGREEMENT.
TERMS AND CONDITIONS
These Terms and Conditions (“Agreement”) are made as of the Effective Date by and between [Name of Corporation], a [State of Incorporation of Corporation] corporation with offices located at [Address of Corporation], (“Corporation”) and the Subscriber, as defined hereunder.
WHEREAS, Corporation has developed and owns that certain [Name of Software] (as defined hereinafter) for use and access by Subscriber via the Internet; and
WHEREAS, Subscriber desires to access and use the [Name of Software] in accordance with the terms and provisions of this Agreement;
NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, Subscriber and Corporation hereby agree as follows:
Section 1.01 — Recitals: The above recitals and identification of parties are true and correct.
Section 1.02 — Definitions: The following definitions shall apply:
1. Access: The term “access” and variants thereof (including, without limitation, “accessing” and “accessible”) shall mean to store data in, retrieve data from or otherwise approach, display, reproduce, frame, establish a Link to, or make use of (directly or indirectly) through electronic means or otherwise.
2. [Name of Software]: The term “[Name of Software]” shall mean that certain Web Site referred to as the [Name of Software], which is located on the Internet at [Web Site Address], including any and all Corporation Technology used, incorporated, stored or accessible therein, as implemented on the Corporation System and made accessible to Subscriber through the Internet using the Password.
3. Effective Date: The term “Effective Date” shall mean the date the Subscriber receives the Password from Corporation or accesses the [Name of Software], whichever occurs first.
4. Corporation Marks: The term “Corporation Marks” shall mean trademarks, trade names, service marks and trade dress of Corporation and parent companies, subsidiaries and affiliates of Corporation, including, without limitation, the [Trademark].
5. Corporation System: The term “Corporation System” shall mean computer systems and communication equipment used for hosting the [Name of Software] and providing Subscriber access to the [Name of Software].
6. Corporation Technology: The term “Corporation Technology” shall mean any and all Technology developed by or for Corporation.
7. Internet: The term “Internet” shall mean that certain global network of computers commonly referred to as the Internet, including (without limitation) the world wide web.
8. Licensed Content: The term “Licensed Content” shall mean third party Technology incorporated in whole or part into the [Name of Software].
9. Link: The term “Link” shall mean text, icons, graphic symbols that upon selection or activation, link or associate to, execute, access or retrieve an off-screen Web Site or Technology.
10. Password: The term “Password” shall mean that certain password and SUBSCRIBER name assigned by Corporation to Subscriber for accessing the [Name of Software] as may be modified from time to time as provided hereunder.
11. Policy Statement: The term “Policy Statement” shall mean those certain written statements of policies (in printed or electronic form) concerning access to the [Name of Software] as may be adopted by Corporation and as modified by Corporation from time-to-time.
12. Restatements: The term “Restatements” shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act and 18 U.S.C. §1839.
13. Subscriber: The term “Subscriber” shall mean the individual or entity assigned the password used to access the [Name of Software].
14. Technology: The term “Technology” shall mean information, data, ideas, works of authorship, computer software, source code, object code, executable code, software libraries, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interfaces, interface designs, screen displays, Web Sites, web pages, Links, visual works, graphic images, audio, video, compilations, formulas, methodologies, techniques, processes, procedures, adaptations, derivative works, computers, hardware, peripherals, components, networks, product lists, supplier lists and customer lists.
15. Term: The term “Term” shall mean a period of time starting on the Effective Date and ending on the date either party cancels the Password as provided hereunder.
16. Unauthorized Access: The term “Unauthorized Access” shall mean any access to [Name of Software] except for access during the Term for the exclusive purpose of viewing, browsing, retrieving, uploading and posting information on and ordering products through the [Name of Software] using the Password on behalf of Subscriber in accordance with this Agreement.
17. Unauthorized User: The term “Unauthorized User” shall mean any individual who accesses the [Name of Software] except for Subscriber and employees and agents of Subscriber authorized by Subscriber to access the [Name of Software] for purposes of viewing, browsing, retrieving, uploading and posting information on and ordering products through the [Name of Software] during the Term using the Password on behalf of Subscriber in accordance with this Agreement.
18. Web Site: The term “Web Site” shall mean that certain multimedia interactive product which is a compilation of data, information, computer software, graphics, audiovisual, components and coding formatted for use on the world-wide-web of the Internet and commonly referred to as a web site.
Section 4.01 — Express Warranties: Subscriber hereby acknowledges and agrees that Corporation (including officers, employees, agents, directors and independent contractors of Corporation has not made or granted to Subscriber any express warranties concerning the [Name of Software] or any products and services offered through the [Name of Software]. Subscriber hereby acknowledges that the [Name of Software] does not constitute grant of an express warranty concerning any products and services offered through the [Name of Software] and Subscriber hereby waives any and all claims of warranty based on the [Name of Software].
Section 4.02 — WARRANTY LIMITATION: THE [NAME OF SOFTWARE] IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. CORPORATION, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND SUBSCRIBER HEREBY WAIVES ALL WARRANTIES BY CORPORATION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE [NAME OF SOFTWARE] AND PRODUCTS AND SERVICES OFFERED THROUGH THE [NAME OF SOFTWARE]. CORPORATION DOES NOT WARRANT AND SUBSCRIBER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO THE [NAME OF SOFTWARE] BY SUBSCRIBER WILL BE UNINTERRUPTED OR ERROR FREE. CORPORATION DOES NOT MAKE ANY WARRANTY AND SUBSCRIBER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE [NAME OF SOFTWARE] OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE [NAME OF SOFTWARE]. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND [NAME OF SOFTWARE] SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF SUBSCRIBER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE [NAME OF SOFTWARE].
Section 4.03 — Inaccuracies: Subscriber hereby acknowledges that the [Name of Software] may contain errors, inaccuracies and omissions. Subscriber shall assume any and all risk of loss, harm or damage associated with Subscriber access to and use of the [Name of Software].
Section 4.04 — Limitation OF LIABILITY: CORPORATION SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH (I) USE, PERFORMANCE OR OPERATION OF THE [NAME OF SOFTWARE]; (II) USE, PERFORMANCE OR OPERATION OF THE INTERNET OR USE OF THE INTERNET BY SUBSCRIBER; (III) LOSS OF DATA; AND (IV) PRODUCTS AND SERVICES OFFERED THROUGH THE [NAME OF SOFTWARE]), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.
Section 4.05 — Limitation OF DAMAGES: THE SOLE REMEDY OF SUBSCRIBER FOR ANY REASON AND FOR ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, THE [NAME OF SOFTWARE], AND PRODUCTS AND SERVICES OFFERED THROUGH THE [NAME OF SOFTWARE], REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL BE MODIFICATION OF THE [NAME OF SOFTWARE], AS DETERMINED BY CORPORATION.
Section 4.06 — IndemnificationSection 4.06 — : Subscriber shall release, defend, indemnify and hold harmless Corporation (including its officers, directors, employees, affiliates, contractors and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) use by Subscriber of the Internet, [Name of Software] orproducts or services offered through the [Name of Software] (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (ii) performance of the [Name of Software]; (iii) Subscriber’s negligence or any tortious acts (or failures to act) of Subscriber; (iv) products or services offered through the [Name of Software]; and (v) any breach by Subscriber of the obligations of Subscriber under this Agreement.