ExtraView Task Manager - Terms of Use and Standard License Agreement

 

ExtraView Task Manager

 

ExtraView Corporation ("ExtraView") provides the following Services for use with its personal Task Manager:

 

  1. A user account at the website tasks.extraview.net (“Site”).  This Site is comprised of a task manager configuration on top of the ExtraView software product ("Product Software")
  2. Services accessible through the Site via a web browser (“Web App”)
  3. Software that may be downloaded to your mobile phone or tablet to access services (“Mobile App”)
  4. Support ("Support") via the email address support@extraview.com.

 

These Terms of Service (“Terms”) govern your access to and use of the Services. These Terms give you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.

 

THIS IS A LEGAL AGREEMENT. BY ACCESSING AND USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT IN CONNECTION WITH THE ACCESS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE OR ACCESS THE SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU SHOULD DISCONTINUE ACCESSING OR USING THE SERVICES.

 

AS DESCRIBED BELOW, YOU ARE CONSENTING TO AUTOMATIC SOFTWARE UPDATE OF THE SERVICES AND OF THE PRODUCTS CONNECTED TO THE SERVICES. IF YOU DO NOT AGREE, YOU SHOULD NOT USE THE SERVICES.

 

AS DESCRIBED BELOW, SECTIONS 4 AND 5 DESCRIBE IMPORTANT LIMITATIONS OF THE SERVICES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.

 

1. Overview, Eligibility, Customer Service, Term and Termination

 

(a) Overview and Relation to Other Agreements. These Terms govern your use of the Services. The ExtraView software (and any updates thereto) (“Product Software”) is licensed and governed by the ExtraView Standard License Agreement. Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. All additional guidelines, terms, or rules, and the Website Privacy Policy, and the Privacy Statement, are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Services.

 

(b) Eligibility. You may use the Services only if you can form a binding contract with ExtraView, and only if you are in compliance with these Terms and all applicable local, state/provincial, national, and international laws, rules, and regulations. Any use or access to the Services by anyone under the age of 13 is strictly prohibited and is a violation of these Terms.

 

(c) Customer Support. If you have any questions or concerns regarding the Products, the Services, or these Terms, please contact ExtraView.

 

(d) Term and Termination. These Terms will remain in full force and effect so long as you continue to access or use the Services, or until terminated in accordance with the provisions of these Terms. Not using the Services for a period of 30 days implies your intent and agreement to terminate the Services. At any time, ExtraView may (i) suspend or terminate your rights to access or use the Services, or (ii) terminate these Terms with respect to you if ExtraView in good faith believes that you have used the Services in violation of these Terms, including any incorporated guidelines, terms or rules.

 

(e) Effect of Termination. Upon termination of these Terms, your Account and your right to use the Services will automatically terminate.

 

2. Accounts

 

To use the Services, you must register for a user account (“Account”) and provide certain information about yourself as prompted by the applicable registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any U.S. or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You agree to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account, and to maintain your password securely to prevent others from gaining access without your permission. You agree to immediately notify ExtraView of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. ExtraView is not liable for any loss or damage arising from your failure to comply with the above requirements.

 

3. Access to Services

 

(a) Access and Use. Subject to these Terms, ExtraView grants you a non-transferable, non-exclusive, right (without the right to sublicense) to access and use the Services by (i) using the Web App in connection with, and solely for the purpose of maintaining a list of personal tasks (the “Permitted Purpose”), and (ii) installing and using the Mobile Apps solely on your own handheld mobile device (e.g., iPhone, iPad, or Android smartphone) and solely for the Permitted Purpose.

 

(b) Automatic Software Updates. ExtraView may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services (“Updates”). These may be automatically installed without providing any additional notice or receiving any additional consent. You consent to this automatic update. If you do not want such Updates, your remedy is to terminate your Account and stop using the Services. If you do not terminate a previously created Account, you will receive Updates automatically. You acknowledge that you may be required to install Updates to use the Services and you agree to promptly install any Updates that ExtraView provides. Your continued use of the Services is your agreement – (i) to these Terms with respect to the Services, and (ii) to the ExtraView Standard License Agreement with respect to updated Product Software.

 

(c) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services; (iii) you agree not to access the Services in order to build a similar or competitive service; (iv) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, the Product, the Product Software, or any other system, device or property; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interface that is provided by ExtraView; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services. Any future release, update, or other addition to functionality of the Services shall be subject to these Terms.

 

(d) Open Source. Certain items of independent, third party code may be included in the Web App and/or Mobile Apps that are subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in these Terms restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.

 

(e) Privacy Statement. Please review the Privacy Statement. The Privacy Statement describes practices regarding the information that ExtraView may collect from users of the Products and Services.

 

(f) Security. ExtraView cares about the integrity and security of your personal information. However, ExtraView cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

 

(g) Modification. ExtraView reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that ExtraView will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.

 

4. Agreed Usage and Limitations Of ExtraView Services

 

(a) Intended Use of ExtraView Services. The Services are intended to be accessed and used for non-time-critical information. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond ExtraView's control, including Wi-Fi intermittency, service provider uptime, mobile notifications and carriers, among others. You acknowledge these limitations and agree that ExtraView is not responsible for any damages allegedly caused by the failure or delay of the Services to reflect current status or notifications.

 

(b) Reliability of Notifications. You acknowledge that the Services, including remote access and mobile notifications, are not intended to be 100% reliable and 100% available. We cannot and do not guarantee that you will receive notifications in any given time or at all. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES.

 

(c) Temporary Suspension. The Services may be suspended temporarily without notice for security reasons, system failure, maintenance and repair, or other circumstances. You agree that you will not be entitled to any compensation for such suspensions. ExtraView does not offer any specific uptime guarantee for the Services.

 

5. Limitations Of ExtraView Services Due to Third Parties

 

(a) General. The Services rely on or interoperate with third party products and services. These third party products and services are beyond ExtraView’s control, but their operation may impact or be impacted by the use and reliability of the Services. You acknowledge and agree that: (i) the use and availability of the Services is dependent on third party product vendors and service providers, (ii) these third party products and services may not operate in a reliable manner 100% of the time, and they may impact the way that the Services operate, and (iii) ExtraView is not responsible for damages and losses due to the operation of these third party products and services.

 

(b) Third Party Service Providers Used By ExtraView. You acknowledge that ExtraView uses third party service providers to enable some aspects of the Services – such as, for example, data storage, cloud-based internet provision, and mobile device notifications through mobile operating system vendors and mobile carriers. YOU AGREE NOT TO RELY ON THE SERVICES FOR ANY LIFE SAFETY OR TIME-CRITICAL PURPOSES.

 

(c) Equipment, ISP, and Carrier. You acknowledge that the availability of the Services is dependent on (i) your computer, mobile device, wiring, Wi-Fi network, Internet connection and other related equipment (“Equipment”), (ii) your Internet service provider (“ISP”), and (iii) your mobile device carrier (“Carrier”). You acknowledge that you are responsible for all fees charged by your ISP and Carrier in connection with your use of the Services. You also acknowledge that you are responsible for compliance with all applicable agreements, terms of use/service, and other policies of your ISP and Carrier.

 

(d) App Stores. You acknowledge and agree that the availability of the Mobile Apps is dependent on the third party websites from which you download the Mobile Apps, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). You acknowledge that these Terms are between you and ExtraView and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it. You agree to comply with, and your license to use the Mobile Apps is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.

 

(e) Release Regarding Third Parties. ExtraView is not responsible for third parties or their products and services, including, without limitation, the App Stores, Third Party Products and Services, Third Party Sites, Referred Vendors, Equipment, ISPs, and Carriers. ExtraView hereby disclaims and you hereby discharge, waive and release ExtraView and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION.

 

6. Ownership and Intellectual Property

(a) Services. You acknowledge that all intellectual property rights, including without limitation copyrights, patents, trademarks, and trade secrets, in the Services (i.e., the Site, the Product Software, Web App, and Mobile Apps) are owned by ExtraView or its affiliates or our licensors. Your possession, access, and use of the Product Software and Services do not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. ExtraView and its affiliates and licensors and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.

 

You may only copy parts of the Services (including this Site) on to your own computer for your own personal use. You may not use the content of the Services in any other public or commercial way nor may you copy or incorporate any of the content of the Services into any other work, including your own web site without the written consent of ExtraView. ExtraView retains full and complete title to all content on the Services, including any downloadable software and all data that accompanies it. You must not copy, modify or in any way reproduce or damage the structure or presentation of the Services or any content therein.

 

(b) Feedback. You may choose to, or ExtraView may invite you to submit comments, suggestions, or ideas about the Services, including how to improve the Services (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place ExtraView under any fiduciary or other obligation. ExtraView may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. You also agree that ExtraView does not waive any rights to use similar or related ideas previously known to ExtraView, developed by its employees, or obtained from other sources.

 

7. Indemnity

 

You agree to defend, indemnify and hold ExtraView and its licensors and suppliers harmless from any damages, liabilities, claims or demands (including costs and attorneys’ fees) made by any third party due to or arising out of your violation of these Terms. ExtraView reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify ExtraView and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without ExtraView’s prior written consent. ExtraView will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

8. Warranty Disclaimers

 

(a) THE WARRANTY FOR THE PRODUCT SOFTWARE IS SET FORTH IN THE LIMITED WARRANTY AND LIMITATION OF LIABILITY WITHIN THE EXTRAVIEW STANDARD LICENSE AGREEMENT.

 

(b) THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE” AND EXTRAVIEW AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

 

(c) EXTRAVIEW AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (a) WILL MEET YOUR REQUIREMENTS; (b) WILL BE COMPATIBLE WITH YOUR NETWORK, COMPUTER OR MOBILE DEVICE; (c) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (d) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EXTRAVIEW OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.

 

9. Limitation of Liability

 

Nothing in these Terms and in particular within this “Limitation of Liability” clause shall attempt to exclude liability that cannot be excluded under applicable law.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) EXTRAVIEW BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES, EVEN IF EXTRAVIEW KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) EXTRAVIEW’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY YOU TO EXTRAVIEW FOR THE SERVICES AT ISSUE. EXTRAVIEW DISCLAIMS ALL LIABILITY OF ANY KIND OF EXTRAVIEW’S LICENSORS AND SUPPLIERS.

 

10. Disputes and Arbitration

 

(a) Contact ExtraView first. If a dispute arises between you and ExtraView, our goal is to learn about and address your concerns. You agree that you will notify ExtraView about any dispute you have with ExtraView regarding these Terms by contacting ExtraView.

 

(b) Binding Arbitration. You and ExtraView agree, subject to clause 11c (Protection of Confidentiality and Intellectual Property Rights), to submit any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Services to binding arbitration rather than by filing any lawsuit in any forum other than set forth in this section. Further you agree arbitration is final and binding and subject to only very limited review by a court. You also waive your right to any form of appeal, review or recourse to any court or other judicial authority, insofar as such waiver may be validly made. This provision is intended to be interpreted broadly to encompass all disputes or claims arising out of or relating to your use of the Service. Subject to clause 11c (Protection of Confidentiality and Intellectual Property Rights), any dispute or claim made by you against us or us against you arising out of or relating to these Terms or your use of the Services (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory) will be resolved by binding arbitration except that you may take claims to small claims court if they qualify for hearing by such a court.

 

(c) Arbitration Procedures. You must first present any claim or dispute to us by contacting ExtraView to allow us an opportunity to resolve the dispute. You may request arbitration if your claim or dispute cannot be resolved within 60 days after presenting the claim or dispute to ExtraView. ExtraView may request arbitration against you at any time after it has notified you of a claim or dispute in accordance with clause 11f (Notifications). The arbitration of any dispute or claim shall be conducted in accordance with the then current and applicable rules of the American Arbitration Association as modified by this agreement. The place of any arbitration will be Santa Cruz, California, USA, and will be conducted in the English language. Claims will be heard by a single arbitrator. The arbitrator may not award relief in excess of or contrary to what this agreement provides, order consolidation or arbitration on a class wide or representative basis, award punitive or consequential damages or any other damages aside from the prevailing party’s actual damages, or order injunctive or declaratory relief, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. Any arbitration shall be confidential, and neither you, nor ExtraView nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

 

(d) No Class Actions. There shall be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general).

 

(e) Fees and Expenses. All administrative fees and expenses of arbitration will be divided equally between you and ExtraView. Each party will bear the expense of its own counsel, experts, witnesses and preparation and presentation of evidence at the arbitration hearing.

 

(f) YOU MUST CONTACT EXTRAVIEW WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A DISPUTE, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS, OR DISPUTE.

 

This arbitration clause shall survive termination of these Terms.

 

11. General

 

(a) Changes to these Terms. ExtraView reserves the right to make changes to these Terms. We’ll post notice of modifications to these Terms on this page. You should ensure that you have read and agree with our most recent terms of service when you use the Services. Continued use of the Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

 

(b) Governing Law. The courts in some countries will not apply California law to some types of disputes. If you reside in one of those countries, then where California law is excluded from applying, your country’s laws will apply to such disputes related to these terms. Otherwise, you agree that these Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms of your use of the Services shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state and federal courts in or for Santa Cruz County, California for the purpose of litigating all such claims or disputes, unless such claim or dispute is required to be arbitrated as set forth in an above section.

 

(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, ExtraView may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

 

(d) Entire Agreement/Severability. These Terms and the ExtraView Standard License Agreement constitute the entire agreement between you and ExtraView regarding the use of the Services. Any failure by ExtraView to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.

 

(e) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without ExtraView’s prior written consent. These Terms may be assigned by ExtraView without restriction. These Terms are binding upon any permitted assignee.

 

(f) Notifications. ExtraView may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your Account, hard copy, or posting of such notice on the Site. ExtraView is not responsible for any automatic filtering you or your network provider may apply to email notifications. ExtraView recommends that you add @extraview.com URLs to your email address book to help ensure you receive email notifications from ExtraView.

 

(g) Disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

 

(h) Copyright/Trademark Information. Copyright © 1999 - 2015, ExtraView Corporation. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Services are the property of ExtraView or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of ExtraView or such respective holders. ExtraView reserves the right to alter product and services offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.

 

ExtraView Standard License Agreement

 

This license agreement applies to users of ExtraView and their Companies that have not signed or agreed to a separate written license agreement between ExtraView Corporation and their Company.

 

EXTRAVIEW CORPORATION'S SOFTWARE PROGRAMS ARE COPYRIGHTED AND LICENSED ON A NONEXCLUSIVE BASIS. EXTRAVIEW DOES NOT SELL OR TRANSFER TITLE OF EXTRAVIEW TO YOU OR YOUR COMPANY.  YOUR LICENSE OF EXTRAVIEW SOFTWARE WILL NOT COMMENCE UNTIL YOU HAVE EXECUTED THIS AGREEMENT ON BEHALF OF YOUR COMPANY, BY CLICKING ON THE 'I AGREE' BUTTON ON THIS SCREEN.

 

1.  License.  In consideration of the payment of the license fees, ExtraView Corporation grants Company a nonexclusive license to Use its software product known as ExtraView.  "Use" means storing, loading, installing, executing, accessing or displaying the Software.  Company may not modify the Software, or disable any licensing or control features of the Software.  Company may not allow more than the maximum number of authorized, licensed users to Use the Software.

 

2.  Proprietary Protection and Restrictions.  ExtraView Corporation shall have sole and exclusive ownership of all right, title, and interest in and to ExtraView and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to Company herein by ExtraView Corporation.  This Agreement does not provide Company with title or ownership of ExtraView, but only a right of limited use.  Company must keep ExtraView free and clear of all claims, liens, and encumbrances.

 

Company may not use, copy, modify, or distribute ExtraView (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by ExtraView Corporation.  Company may not reverse engineer, dissemble, reverse compile, or otherwise translate ExtraView.  Company's rights may not be transferred, leased, assigned, or sublicensed except for a transfer of ExtraView in its entirety to a successor in interest of Company's entire business who assumes the obligations of this Agreement.  No service bureau work, multiple-user license, or time-sharing arrangement is permitted, except as expressly authorized by ExtraView Corporation.  Company may not publicize the results of any benchmark tests run on ExtraView.  If Company uses, copies, or modifies ExtraView or if Company transfers possession of any copy, adaptation, transcription, or merged portion of ExtraView to any other party in any way not expressly authorized by ExtraView Corporation, Company's license is automatically terminated.

 

Company acknowledges that, in the event of its breach of any of the foregoing provisions, ExtraView Corporation will not have an adequate remedy in money or damages.  ExtraView Corporation shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request.  ExtraView Corporation's right to obtain injunctive relief shall not limit its right to seek further remedies.

 

If a third party claims that ExtraView infringes its patent, copyright, or trade secret, or any similar intellectual property right, ExtraView Corporation will defend Company against that claim at ExtraView Corporation's expense and pay all damages that a court finally awards, provided that Company promptly notifies ExtraView Corporation in writing of the claim, and allow ExtraView Corporation to control, and cooperate with ExtraView Corporation in, the defense or any related settlement negotiations.  If such a claim is made or appears possible, Company agrees to permit ExtraView Corporation to enable Company to continue to use ExtraView, or to modify or replace it.  If ExtraView Corporation determines that none of these alternatives is reasonably available, Company agrees to stop using ExtraView on ExtraView Corporation's written request, and Company will then receive a credit equal to the unused portion of pre-paid license fees should these apply, or Company's net book value for ExtraView determined in accordance with generally accepted accounting principles.

 

3.  Limited Warranty and Limitation of Liability.  EXTRAVIEW IS PROVIDED "AS IS" AND WITH ANY DEFECTS. EXTRAVIEW CORPORATION MAKES NO WARRANTIES OF ANY DESCRIPTION, EITHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE OR THE DOCUMENTATION, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.IN NO EVENT SHALL EXTRAVIEW CORPORATION BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT) WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY.

 

ExtraView Corporation is not responsible for obsolescence of ExtraView that may result from changes in Company's requirements.  The foregoing warranty shall apply only to the most current version of ExtraView issued by ExtraView Corporation from time to time.  ExtraView Corporation assumes no responsibility for the use of superseded, outdated, or uncorrected versions of ExtraView.

 

As Company's exclusive remedy for any material defect in ExtraView for which ExtraView Corporation is responsible, ExtraView Corporation shall attempt through reasonable effort to correct or cure any reproducible defect by issuing corrected instructions, a restriction, or a bypass.  In the event ExtraView Corporation does not correct or cure such nonconformity or defect after it has had a reasonable opportunity to do so, Company's exclusive remedy shall be the refund of the amount paid as the license fee for the defective or nonconforming module of ExtraView, from such time that they reported the defect to ExtraView Corporation.  ExtraView Corporation shall not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in ExtraView if Company has made any changes whatsoever to ExtraView, if ExtraView has been misused or damaged in any respect, or if Company has not reported to ExtraView Corporation the existence and nature of such nonconformity or defect promptly upon discovery thereof.

 

The cumulative liability of ExtraView Corporation to Company for all claims relating to ExtraView and this Agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount of all license fees paid to ExtraView Corporation hereunder.  This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.

 

In no event shall ExtraView Corporation be liable for any loss of profits; any incidental, special, exemplary, or consequential damages; or any claims or demands brought against Company, even if ExtraView Corporation has been advised of the possibility of such claims or demands.  This limitation upon damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective.

 

Company may have additional rights under certain laws (e.g. consumer laws) that do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages.  If such laws apply, our exclusions or limitations do not apply to Company.

 

4. Third Party Software.  For the convenience of Company, ExtraView Corporation may provide licensed third-party software to Company.  Third-party software components include, but may not be limited to Apache Web Server, Apache Tomcat Application Server, GNU C Compiler, Java JRE from Sun, Oracle, Perl.  Each licensed third-party software component is subject to its own license terms, and ExtraView Corporation is not responsible for any issue whatsoever, regarding the installation or use of these components.

 

5.  Indemnification.  Company agrees to indemnify and hold ExtraView Corporation, its officers, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Company's use of ExtraView or breach of this Agreement.

 

6a.  Fees and Payments for ExtraView service hosted by ExtraView Corporation.  Company agrees to pay all license fees that are billed quarterly, in advance, by ExtraView Corporation for use of ExtraView.  Invoices sent to Company are due upon receipt, with Net 15 days payment terms.  Company is solely responsible for the payment of any taxes (including sales or use taxes, intangible taxes, and property taxes) resulting from Company's acceptance of this license and its use of the Licensed Program, exclusive of taxes based on ExtraView Corporation's income.  Company agrees to hold harmless ExtraView Corporation from all claims and liability arising from its failure to report or pay such taxes.  Company is further responsible for increased fees due to the creation of new user accounts within ExtraView.  Fees for such new accounts will be pro-rated for the billing period, from the day they are created.  ExtraView Corporation reserves the right to alter its fees for use of ExtraView with a minimum of three month's notice to Company.

 

6b.  Fees and Payments for ExtraView installed on a Company's own server.  Company agrees to pay the agreed license fee and annual support and maintenance fees, in advance of Use of ExtraView.  Company is solely responsible for the payment of any taxes (including sales or use taxes, intangible taxes, and property taxes) resulting from Company's acceptance of this license and its use of the Licensed Program, exclusive of taxes based on ExtraView Corporation's income.  Company agrees to hold harmless ExtraView Corporation from all claims and liability arising from its failure to report or pay such taxes.  Prior to anniversaries of this Agreement, ExtraView Corporation will invoice Company for the annual support and maintenance charges.  These invoices will be due with Net 15 day payment terms.  ExtraView Corporation reserves the right to alter its annual support fee for use of ExtraView.

 

7.  Support.  ExtraView Corporation shall support ExtraView by offering timely responses to telephone, email and fax inquiries from Company.   However, ExtraView Corporation offers support only for the most current version of ExtraView, issued by ExtraView Corporation from time to time.  ExtraView Corporation will automatically upgrade Company, if ExtraView Corporation is hosting the software for Company.  If Company is accessing ExtraView on its own servers, it must update their installation within four weeks of being offered any new upgrade.  Should Company find a significant defect in ExtraView, ExtraView Corporation will endeavor to provide a patch to Company within two business days.  A significant defect is defined as one that prevents correct operation of ExtraView, in such a way that it compromises data within ExtraView, or significantly impairs the Company's ability to record and track issues.  ExtraView Corporation makes every endeavor to keep ExtraView available on a continuous basis, but Company recognizes that events outside of ExtraView Corporation's control may cause ExtraView to be unavailable for periods of time, due to equipment outages or failures of the Internet.  If ExtraView Corporation requires interrupting service for a planned maintenance activity, ExtraView Corporation will, except in the case of urgent repairs, communicate the expected outage time to Company at least five business days in advance.  Such outages will be planned to occur outside of normal business hours.

 

8.  U.S. Government Restricted Rights.  ExtraView and accompanying documentation have been developed entirely at private expense.  They are delivered and licensed as "commercial computer software" as defined in DFARS 252.227-7013 (Oct 1988), DFARS 252.211-7015 (May 1991) or DFARS 252.227-7014 (Jun 1995), as a "commercial item" as defined in FAR 2.101(a), or as "Restricted computer software" as defined in FAR 52.227-19 (Jun 1987) (or any equivalent agency regulation or contract clause), whichever is applicable. Company has only those rights provided for ExtraView and any accompanying documentation by the applicable FAR or DFARS clause.

 

9.  Term of Agreement; Termination.  Company's license of ExtraView shall become effective upon execution of this Agreement and delivery of ExtraView to Company and shall continue indefinitely, unless sooner terminated as provided herein.  Termination can occur by Company giving ExtraView Corporation a minimum of one calendar month's notice of its intention to cease using ExtraView, or ExtraView Corporation giving Company a minimum of three calendar month's notice of its intention to cease providing the program.  In no event will ExtraView Corporation refund any prepaid fees to Company.

 

10.  Other Agreements.  In the event that Company has executed a separate license Agreement for the use of ExtraView with ExtraView Corporation, and in the event that the terms of that Agreement do not coincide with the terms of this Agreement, then it is the terms of the other separate Agreement that will be applied.

 

11.  Miscellaneous.  This Agreement shall be governed by and construed in accordance with the laws of the State of California.

 

In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect.

 

THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF EXTRAVIEW CORPORATION'S OBLIGATIONS AND RESPONSIBILITIES TO COMPANY AND SUPERSEDES ANY OTHER PROPOSAL, REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF EXTRAVIEW CORPORATION RELATING TO THE SUBJECT MATTER HEREOF, EXCEPTING ANY.SEPARATE LICENSE AGREEMENT FOR THE USE OF EXTRAVIEW BY COMPANY, WHICH MAY HAVE BEEN AGREED TO BY COMPANY.