TERMS OF SERVICE AGREEMENT
The Site and Services are intended for the exclusive use of adults over 18 years of age. By using the Site and Services, You represent and warrant that You are over the age of 18. If You are not over 18 years of age, You must not use or access the Site or Services.
Information regarding the Site and Services is subject to change without notice. For example, Wordware may at any time modify the Site and Services to make modifications to the appearance, functionality, presentation of data and information, manner of access or use, or the addition or deletion of information or links to other websites. The information contained in the Site is intended for informational purposes only.
2. Use of the Services. You agree that You will not use the Services in violation of applicable federal, state, local or international law or regulation, including, without limitation, any data privacy laws or laws regarding the export of data or software to and from the US or other countries, and would include activities such as:
a. Dissemination or transmission of any material that is unlawful, harassing, libelous, defamatory, false, misleading, abusive, threatening, harmful, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or harms minors in any way;
b. Dissemination or transmission of any material that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
c. Dissemination or transmission of any material that infringes any rights of patent, trademark or service mark, trade secret, copyright, right of publicity, or any other proprietary right (the "Proprietary Rights") of any party;
d. Dissemination or transmission of any material that constitutes unsolicited or unauthorized advertising, promotional materials, surveys, contests, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
e. Impersonation or use of the identity of another party, or falsely state or otherwise misrepresent an affiliation with a party;
f. Engagement in any activities or manipulate identifying material to misrepresent the origin of content;
g. Interference with or otherwise limiting the use of the Services or Wordware's networks by other users; or collection, compilation, or storage of personal information about other users of the Services or Wordware's networks;
h. Disruption or interference with the security of, overloading the capacity of, or otherwise causing harm to, the Services or Wordware's networks, accounts, usernames and passwords, servers, or other networks connected to or accessible through the Services or any affiliated or linked sites;
i. Operation as a service bureau or provision of services to another party;
i. Dissemination or transmission of any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
j. Dissemination or transmission of any material that otherwise may: (i) constitute a criminal offense; (ii) give rise to civil liability; or (iii) violate any other applicable law, rule or regulation.
3. Ownership. Wordware, its licensors or other third party providers and partners, are the exclusive owner of all its respective rights, title, and interest in and to the Site, Services, and the materials, items, information, content, software, technology and components thereof, related to the Services (the "Materials"), including without limitation, any and all related proprietary rights in and to the Materials. You have no ownership or other interest in the Materials or any related proprietary rights. The Site and Services may only be used by You for your internal use as expressly authorized herein. All rights not specifically granted by Wordware hereunder are reserved by Wordware, its licensors, or other third party providers and partners. You shall not modify, translate, reverse engineer, disassemble, decompile, reformat, create derivative works of, or otherwise attempt to access or learn the source code or underlying technology related to the Site, Services, or Materials.
Wordware’s name and all related names, logos, product and service names, designs and slogans are trademarks of Wordware or its affiliates or licensors. You must not use such marks without the prior written permission of Wordware. All other names, logos, product and service names, designs and slogans on the Site are the trademarks of their respective owners.
4.2 Confidential Information. "Confidential Information" includes information disclosed by one party to the other, in whatever format, that is either identified as or would reasonably be understood to be confidential and/or proprietary. Confidential Information does not include information that the receiving party can clearly establish by written evidence: (a) is or becomes known to the receiving party from a third party without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission of the receiving party; or (c) is independently developed by the receiving party without the use of the disclosing party's Confidential Information. Confidential Information includes (y) the concepts, systems, and methodologies used by Wordware to provide the Services constitute Confidential Information of Wordware, its licensors or other third party providers and partners and (z) all personally identifiable information provided by You. Each party agrees that, except as expressly authorized by these Terms, or as necessary for Wordware to provide the Services, it will make no use of Confidential Information of the other party for any purpose, will not disclose Confidential Information of the other party to any third party, and will protect and treat all Confidential Information of the other party with the same degree of care as it uses to protect its own confidential information of like importance, but in no event less than reasonable care. In addition, a party shall not be considered to have breached its obligations by disclosing Confidential Information of the other party as required to satisfy any request of a governmental body or law enforcement agency provided that, promptly upon receiving any such request and to the extent that it may legally do so, such party advises the other party of the request prior to making such disclosure in order that the other party may interpose an objection to such disclosure, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information.
5. Availability. your ability to access or use the Site or Services may from time to time be interrupted, limited, restricted, or prevented as a result of maintenance, upgrades and repairs, problems with the Internet, or the failure of telecommunications links or equipment. Wordware has no liability for any inability to use the Site or Services in the event the Site or Services are unavailable.
6. Security. Wordware uses commercially reasonable efforts to secure the Confidential Information that is processed through the use of the Site and Services and makes periodic backups of such Confidential Information. Wordware makes no physical backups of any Confidential Information. You are solely responsible for making physical backups of your Confidential Information. Wordware will have no liability to You for any loss of Confidential Information.
7. Disclaimer of Warranties. THE SITE AND SERVICES ARE PROVIDED TO YOU "AS IS, WITH ALL DEFECTS" AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WORDWARE EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES CONCERNING THE SITE AND SERVICES, AND THE ACCURACY OF THE INFORMATION AND CONTENT AVAILABLE THROUGH THE USE OF THE SITE AND SERVICES. WORDWARE EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES THAT (I) THE SITE AND SERVICES WILL OPERATE IN OR BE PROVIDED IN AN ERROR FREE OR UNINTERRUPTED MANNER; (II) THE SITE AND THE ONLINE SERVER THAT MAKE THE SITE AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS; (III) THE SERVICES WILL SATISFY YOUR REQUIREMENTS; (IV) THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (V) WORDWARE WILL PREVENT THE UNAUTHORIZED DISCLOSURE OF, UNAUTHORIZED USE OF, UNAUTHORIZED ACCESS TO, MISAPPROPRIATION OF, LOSS OF, OR ALTERATION OF ANY DATA OR INFORMATION; OR (VI) ANY ERRORS OR DEFECTS IN THE SITE AND SERVICES WILL BE CORRECTED. WORDWARE DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE SITE AND SERVICES WILL SATISFY, OR ENABLE YOU TO SATISFY, THE REQUIREMENTS OF ANY GOVERNMENT AGENCY, ASSOCIATION, OR OTHER ORGANIZATION. NOTHING IN THIS AGREEMENT OR IN ANY ORAL OR WRITTEN DESCRIPTION OF THE SITE AND SERVICES SHALL CONSTITUTE A REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
If Wordware makes any software available to You in connection with the Services, Wordware, or the licensor of such software, shall be the exclusive owner of all right, title, and interest in and to such software; including without limitation, any and all related proprietary rights. In the absence of any separate license agreement governing the your use of such software, (a) You shall be deemed to have only a revocable, non-transferable, non-sublicensable, and non-exclusive right to internally use such software solely to enable You to use the Services as provided by Wordware during the Term of these Terms, and (b) SUCH SOFTWARE SHALL BE PROVIDED TO YOU "AS IS, WITH ALL DEFECTS" AND WITHOUT WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
8. Limitations of Liability. IN NO EVENT WILL WORDWARE, ITS LICENSORS, AFFILIATES, PARTNERS OR OTHER THIRD PARTY PROVIDERS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, , INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, INDIRECT, SPECIAL OR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF WORDWARE UNDER ANY THEORY OF LAW SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU DURING THE THIRTY DAY PERIOD PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM.
9.1 Indemnification by Wordware. Wordware shall indemnify You and defend at its expense any third party claim, suit or proceeding (each, a "Claim") brought against You by any third party to the extent such Claim is based upon a claim that the Services infringe such third party's proprietary rights that are enforceable in the United States, and Wordware shall pay costs and damages finally awarded against You by a court of competent jurisdiction as a result of any such claim or payable by You pursuant to a settlement agreement to which Wordware agrees in writing in settlement of such a Claim. If the Services are, or in Wordware's opinion, might be held to infringe as set forth above, Wordware may, at its option, (a) replace or modify the Services so as to avoid infringement, (b) procure the right for You to continue the use of the Services, or (c) terminate these Terms and pay a prorated refund to You with respect to the affected portion of the Services for the unexpired Term of these Terms, not to exceed thirty (30) days.
9.2 Indemnification by You. You shall indemnify Wordware and defend at your expense any Claim brought against Wordware by any third party to the extent such Claim arises out of or relates to your use of, misuse of, or failure to use the Site or Services, including without limitation: (a) your failure to perform any of your obligations, or your violation of any of the terms and conditions of these Terms; (b) your infringement or violation of proprietary rights or privacy rights; (c) security breaches with respect to data that is processed through the use of the Site or Services; or (d) any action taken by Wordware as part of an investigation into a suspected violation of these Terms or as a result of its conclusion that a violation has occurred.
9.3 Process. A party seeking indemnification shall (a) promptly notify the other party in writing of a Claim; (b) promptly give the other party the sole right to control and direct the investigation, preparation, defense and settlement of such Claim, with counsel of the indemnifying party's own choosing; and (c) give reasonable assistance and cooperation for the defense of same.
10. Suspension. your ability to access and use the Site or Services may be restricted, suspended, or terminated by Wordware without notice in the event Wordware determines, in its sole discretion, that You have failed to perform any of your obligations, or You are in violation of any of the terms and conditions of these Terms, or are engaging in conduct or activities that may otherwise be harmful to Wordware. No refunds will be provided as a result of any such restriction, suspension, or termination.
12. TermsAssignment. Neither these Terms nor any of your rights and obligations hereunder may be assigned, subcontracted or otherwise transferred by You without Wordware's prior written consent. Any attempted assignment, subcontract or transfer in contravention of this Section will be void and will be considered a material breach of these Terms. These Terms will be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
13. Suggestions. Any comments, suggestions, feedback and materials that You make, provide, or send to Wordware shall become Wordware's exclusive property; and You hereby transfer, sell, and assign to Wordware all rights, title, and interest in and to any such comments, suggestions, feedback, and materials, including without limitation, any and all related proprietary rights.
14. Relationship of the Parties. These Terms do not constitute either party the agent of the other, or create a partnership, joint venture or similar relationship between the parties, and neither party will have the power to obligate the other in any manner whatsoever.
15. Notices. Except to the extent that these Terms provide that such communication will be made through your account portal page, all written communications to You will be deemed delivered if sent to the contact points provided to Wordware during your registration for the Services, or to such other contact points as you provide in writing. You must include a valid e-mail address as one of your contact points. All written communications regarding legal notices to Wordware must be mailed by certified mail or sent via a nationally-recognized carrier which provides proof of delivery (e.g., Federal Express or UPS) to 700 Twelve Oaks Center Drive, Suite 162, Minneapolis, MN 55391.
16. Severability. If any provision of these Terms is held unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity will not render these Terms unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or the applicable court decision.
17. Force Majeure. If either party is unable to perform any of its obligations (except your inability to pay) under these Terms because of natural disaster, actions or decrees of governmental bodies, communications line failure not the fault of the affected party, the substantial inoperability of the Internet, or other event beyond the reasonable control of the affected party (a "Force Majeure Event"), all obligations under these Terms will be immediately suspended for the duration of the Force Majeure Event.
18. Waiver. Any waiver by Wordware of a breach of any provision of these Terms shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of these Terms. Any waiver must be in writing. Failure by Wordware to insist upon strict adherence to any term of these Terms on one or more occasions shall not be considered a waiver or deprive Wordware of the right to insist upon strict adherence to that term or any other term of these Terms.
19. Governing Law. These Terms shall be governed by the laws of the State of Minnesota, without giving effect to its conflicts of law principles. For the purpose of resolving conflicts related to or arising out of these Terms, the parties expressly agree and consent to the exclusive jurisdiction of, and venue in, the federal and state courts in Hennepin County, Minnesota. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. If your organization is subject to laws that prohibit You from agreeing to the foregoing governing law and/or venue provisions, then (i) the terms of such provisions of these Terms shall be deemed to be modified to reflect the governing law and/or venue required by applicable law; and (ii) You must, within thirty days of the commencement of the Term, notify Wordware to identify the applicable laws that apply to You and the resulting modifications to the governing law and/or venue provisions of these Terms.
20. Survival. The provisions of these Terms, which, by their terms, require performance after the termination of these Terms, or have application to events that may occur after the termination of these Terms, shall survive the termination of these Terms.
21. Entire Agreement. These Terms constitute the complete and exclusive statement of the agreement between the parties, which supersedes all prior and concurrent proposals and understandings, whether oral or written, and all other communications between the parties relating to the subject matter of these Terms.
22. Copyright. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Wordware at the address set forth in Section 15 herein. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.Termsyour
23. Class Action Waiver. You waive any right to assert any claim against Wordware by means of any class action or representative action, whether as a class representative or as a member of a class. If, notwithstanding the foregoing waiver, a court or law permits You to participate in a class or representative action, then the parties agree that the prevailing party shall not be entitled to recover attorneys' fees or costs associated with pursuing the class or representative action, and You will not submit a claim or otherwise participate in any recovery secured through the class or representative action.