SHAREMETHODS TERMS AND CONDITIONS####License Grant & Restrictions##ShareMethods hereby grants you a non-exclusive, non-transferable, worldwide right to use the Application, solely for your own business purposes, subject to the terms and conditions of this Agreement. ShareMethods reserves all rights not expressly granted to you. User licenses may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Application.####Intellectual Property Ownership##ShareMethods alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the ShareMethods Technology, the Application and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Application, the ShareMethods Technology or the Intellectual Property Rights owned by ShareMethods. The ShareMethods name, the ShareMethods logos, and the product names associated with the Application are the property of ShareMethods or third parties, and no right or license is granted to use them. ####Charges and Payment of Fees##You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms set forth in a quote or proposal provided to and accepted by you. In addition to any other rights granted to ShareMethods herein, ShareMethods reserves the right to suspend or terminate this Agreement and your access to the Application if your account becomes delinquent (falls into arrears).####Termination for Cause ##Any breach of your payment obligations or unauthorized use of the ShareMethods Technology or Application will be deemed a material breach of this Agreement. Either party may terminate this Agreement upon thirty days’ prior written notice if the other party materially breaches the terms and conditions of this Agreement, and this breach is not remedied within thirty days of the date on the non-breaching party’s notification. ####Representations & Warranties##Each party represents and warrants that it has the legal power and authority to enter into this Agreement. ShareMethods represents and warrants that it will provide the Application in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Application will perform substantially in accordance with the online ShareMethods help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Application and that your billing information is correct.####Indemnification##You agree to indemnify and hold harmless ShareMethods, its managers, members, agents and employees ("Indemnitees"), from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content; your use of the Application; your connection to the Application; your violation of the Terms of Service; or your violation of any proprietary or other rights of another. You further agree and acknowledge that the Indemnitees are not liable or responsible in any way for any errors, omissions or any other actions arising out of or related to your use of the Application. You further agree to indemnify, defend and hold harmless the Indemnitees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of, or related to, your use of the Application, or the placement or transmission of any message, information, software or other materials through the Application by you or users of your account or related to any violation of any term of the Terms of Service by you or users of your account. ShareMethods agrees to indemnify and hold harmless Customer, its managers, contractors, affiliates, agents and employees, from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of ShareMethods’ negligent, intentional, willful or reckless performance of the Service under this Agreement. ####Disclaimer of Warranties##SHAREMETHODS AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE APPLICATION OR ANY CONTENT. SHAREMETHODS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE APPLICATION WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE APPLICATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, APPLICATIONS, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE APPLICATION WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE APPLICATION OR THE SERVER(S) THAT MAKE THE APPLICATION AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE APPLICATION AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SHAREMETHODS AND ITS LICENSORS.####Internet Delays##SHAREMETHODS'S APPLICATIONS MAY BE SUBJECT TO LIMITATIONS, INTERRUPTIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SHAREMETHODS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.####Limitation of Liability##IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS APPLICATION, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE APPLICATION, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE APPLICATION, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ####Additional Rights##Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you. ####Notice##ShareMethods may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in ShareMethods' account information, or by written communication sent by first class mail or pre-paid post to your address on record in ShareMethods' account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to ShareMethods (such notice shall be deemed given when received by ShareMethods) at any time by any of the following: letter sent by confirmed facsimile to ShareMethods at the following fax numbers (whichever is appropriate):+1 (270) 682-1819; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to ShareMethods at the following addresses: ShareMethods, LLC., 150 West 95th St. Unit 8C, New York NY 10025 USA, addressed to the attention of: ShareMethods Chief Executive Officer. ####Modification to Terms and Conditions##ShareMethods reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon Notice as described above. Continued use of the Service after any such changes shall constitute your consent to such changes. ####Assignment##This Agreement may not be assigned by you without the prior written approval of ShareMethods but may be assigned without prior notice to you or your consent by ShareMethods to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. This Agreement may be assigned by Customer without prior notice to ShareMethods or its consent, to (i) an affiliate, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.####General##With respect to all Customers, this Agreement shall be governed by New Jersey law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Trenton, New Jersey. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The failure of ShareMethods to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ShareMethods in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and ShareMethods and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.####Definitions##As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online, and any materials available on the ShareMethods website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by ShareMethods from time to time in its sole discretion; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "ShareMethods" means collectively ShareMethods, LLC, a New Jersey corporation; "ShareMethods Technology" means all of ShareMethods' proprietary technology (including software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by ShareMethods in providing the Service; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by ShareMethods at your request).####Questions or Additional Information##If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@ShareMethods.com.
