You, the Licensee ("Licensee"), and UeRegister Corp, with offices at 575 New Bedford Dr., Waterloo, ON N2K4H4("UeRegister"), as of the Effective Date, agree to be bound by this Licensee Agreement & Terms of Services Policies that may be updated from time to time online at http://www.UeRegister.com/terms-of-service

UeRegister is the provider of certain software products and services.

1. OWNERSHIP. Licensee acknowledges that UeRegister owns all right, title, and interest in and to any products, Services, tools, know-how, processes, documentation and software used or created by UeRegister in connection with this End-User Agreement. Licensee acknowledges and agrees not to claim any right, title and interest in and to the Services and, except for the express authorized usage contained herein or with Reseller, no such right, title or interest is transferred to Licensee.

2. LICENSEE COVENANTS. Licensee agrees the Services provided by UeRegister for Licensee under this Agreement may not be resold or otherwise transferred by Licensee to any person or party. Licensee agrees that it shall not directly or indirectly (i) modify, enhance, alter, or prepare derivative works based on any of the Services, (ii) decompile, decode, unlock, attempt to discover the source code of, or otherwise reverse engineer, any of the UeRegister Services, (the "Reverse Engineering"); and (iii) assist, enable, or permit others to do the foregoing.

3. UEREGISTER CONVENANTS. UeRegister does not guarantee any level of success in terms of donations, registrations, sponsorships, sales, memberships, or any other aspect of this Agreement.

4. UEREGISTER RIGHT TO SUBCONTRACT. UeRegister may subcontract all or any portion of the services to be performed by it hereunder. UeRegister is authorized to disclose Confidential Information (as defined in Section 6) of Licensee as is reasonably necessary for UeRegister to perform its duties hereunder through any subcontractors; provided that any recipient of such Confidential Information shall execute a confidentiality agreement with restrictions at least as stringent as provided in Section 7.

5. AUTOMATIC PAYMENT OF LICENSE FEES. Licensee agrees and understands that UeRegister shall process agreed upon licensee fees on a monthly basis. Licensee fees shall cover the use of licensed product for the month following payment. Payments will automatically recur each month. Payments may be in the form of Mastercard, Visa, or Check. In accordance with the cancelation terms in section 10, licensee may terminate agreement at any time in writing; however, no refunds of license fees will be paid for unused days in the month of receipt of cancelation request.

6. INDEMNITY. Licensee indemnifies and holds UeRegister harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable attorneys' fees) incurred by UeRegister as a result of any third party claim against UeRegister pertaining to the content on Licensee's website, for any patent, copyright, trademark, or other intellectual property right of any third party that relates to any information provided to UeRegister by Licensee, or for any violation of any of the terms of this End-User Agreement.

7. CONFIDENTIALITY. “Confidential Information” of a party shall mean all confidential or proprietary information and documentation of such party, whether or not marked as such. Confidential Information does not include (i) information that is or becomes generally known to others, but not as a result of breach of confidentiality obligations or other wrongful acts; (ii) information that was known to the receiving party at the time of disclosure; (iii) information learned from a third party holding same lawfully and not subject to confidentiality obligations; and (iv) information required to be disclosed by law, regulation, or court order, to the extent such requirement is actually imposed and only after prompt notice to the other party. Licensee and UeRegister agree to hold the other’s Confidential Information in confidence; to use the other’s Confidential Information only to perform the duties and exercise the rights set forth in this Agreement; and not to disclose the other’s Confidential Information to third parties (except authorized employees and agents having a reasonable need to know) without the disclosing party’s express prior written consent. Licensee and UeRegister shall safeguard the other’s Confidential Information against unauthorized use and disclosure with means at least as secure as it employs to safeguard its own Confidential Information, and in no event with less than reasonable means. The obligations of confidentiality herein shall survive the termination of this Agreement for so long as the information at issue continues to meet the definition of Confidential Information.

8. CUSTOMER SERVICE. UeRegister will provide a reasonable level of customer service between the hours of 9am to 5pm East Time, Monday through Friday. Customer Service may be available outside of these hours for an additional fee. UeRegister will not be responsible to provide any customer service directly with Licensee’s customers, subscribers, members or clients.

9. LIMITATION OF WARRANTY. All SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, REGARDING SUCH SCOPE OF WORK OR SERVICES' ACCURACY, PERFORMANCE, OR ANY OTHER MATTER. UEREGISTER DOES NOT WARRANT THE SOFTWARE OR WEBSITE ARE WITHOUT ERROR OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE IN ITS OPERATION OR THAT THEY SOFTWARE WILL SATISFY LICENSEE’S REQUIREMENTS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UEREGISTER HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. UEREGISTER MAKES NO WARRANTY, REPRESENTAION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.

10. LIMITATIONS OF LIABILITY. UEREGISTER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FOR ANY AND ALL DAMAGES THAT YOU MIGHT INCUR (REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED LICENSEE’S MONTHLY BASE LICENSE FEES FOR A TWELVE (12) MONTH PERIOD. WITHOUT LIMITATION OF THE FOREGOING, UEREGISTER SHALL NOT (A) HAVE ANY LIABILITY TO LICENSEE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), REGARDLESS OF THE THEORY OR LIABILITY (INCLUDING TORT, CONTRACT AND NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY THEREOF; OR (B) BRING ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. YOU EXPRESSLY AGREE THAT USE OF UEREGISTER IS AT YOUR SOLE RISK. UEREGISTER IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS

11. EQUITABLE RELIEF. Licensee recognizes that the covenants contained in Sections 1,2,3 and 5 hereof are reasonable and necessary to protect the legitimate interests of UeRegister, that UeRegister would not have entered into this End-User Agreement in the absence of such covenants, and that Licensee's breach or threatened breach of such covenants shall cause UeRegister irreparable harm and significant injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or in damages inadequate. Therefore, Licensee agrees that UeRegister shall be entitled, without the necessity of posting of any bond or security, to the issuance of injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach of such covenants and for any other relief such court deems appropriate. This right shall be in addition to any other remedy available to UeRegister at law or in equity.

12. TERMINATION. Licensee may terminate this Agreement immediately, at any time, by delivering a written termination notice to Licensor; however termination any time prior to the last day of the month will result in the forfeiture of any license fees paid for that month's service. Licensor may terminate this Agreement at any time by giving at least sixty (60) days’ prior written notice; provided that Licensor may terminate this Agreement immediately by delivering a written termination notice to Licensee upon the material or continuing breach of this Agreement by Customer or if Customer infringes or misappropriates the intellectual property rights of Licensor. Upon termination of this Agreement, (i) each party shall return or destroy, at the election of the other party, all Confidential Information of the other party, (ii) all licenses granted hereunder shall terminate automatically, and (iii) each party shall cease using or displaying all materials licensed and/or provided to it by the other party. All transactions in progress prior to the date written notice of termination is deemed given (or such later termination date specified in the notice or herein, if any) shall be completed by Licensor and Customer shall remain liable for the fees and charges associated with such transactions. The following Sections of this End-User Agreement shall survive its termination: 1,2,3,4,6,7,9,10,11,and 13.

13. MISCELLANEOUS: This End-User Agreement is binding on and inures to the benefit of the successors, assigns, and legal representatives of the parties; however, Licensee's interest shall be assigned only with the prior written consent of UeRegister. No transfer or assignment of this Agreement shall release Licensee from its obligations. No waiver by either party shall be a waiver of any subsequent breach of or failure to perform the same or any other term, condition, or obligation hereof. Each party shall be solely responsible for making any governmental filings or reports which such party is required to make as a result of the transactions arising out of this Agreement. It is agreed by the parties hereto that venue of any action arising under this Agreement shall be in Sacramento County, California, and the laws of the State of California (excluding its conflicts of laws rules) shall govern this Agreement. Should any part of this Agreement contravene public policy, or laws of the jurisdiction in which it is sought to enforce the same, then such part shall be considered null and void and have no force and effect, and the balance of the terms and conditions of this Agreement shall remain valid and in full force and effect. Any required notice under this Agreement shall be in writing and delivered to the contact person for notices designated by a party (i) by personal delivery, (ii) by facsimile transmission when receipt is confirmed orally, (iii) by overnight courier upon written verification of receipt, or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.

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