Subscriber License Agreement
Important – Read Carefully:
These are the terms and conditions under which the end user (“Subscriber”) may use the restricted-access section (“Subscriber Section”) of the Website registered to Unique Scheduling Solutions, LLC herein called the “Vendor”. The web address of that Website is www.uniqueschedulingsolutions.com. The software, data, and computational capabilities available on the Subscriber Section of that Website are called collectively the “Service and/or Content” of the Subscriber Section of the Website.
These terms and conditions apply to a Subscriber’s use of the Subscriber Section of the website irrespective of the delivery platform or device used by the Subscriber to access the Service and/or Content. By completing the electronic acceptance process and clicking the acceptance button, or by accessing the Service and/or Content, the Subscriber is agreeing to these terms and conditions. If the Subscriber uses the Services and/or Content in the course of the Subscriber’s business or work, the Subscriber is also agreeing to these terms and conditions on behalf of that business. For the purposes of this agreement, an end user who is accessing the Services and/or Content of the Subscriber Section of the Website on a trial basis is considered a Subscriber.
The Subscription Agreement (“Agreement”) is a legal and binding instrument entered into as of the date of the electronic acceptance by the Subscriber (the “Effective Date”), by and between the Subscriber and the Vendor. The Vendor reserves the right to amend this Agreement from time to time without notice to the Subscriber.
- Subscriber Rights and Restrictions.
- Access to Service. Use of the Service and/or Content of the Subscription Section of the Website is a paid subscription service, and as such Subscriber agrees that his/her access shall be restricted to the term and level of subscription for which the Vendor has received payment or has provided for trial access. During the Term of this Agreement, and upon Subscriber’s payment of all applicable Subscription Fees or during the Term of the Subscriber’s free trial, the Vendor will enable the Subscriber to access and utilize the scheduling capabilities and data bases as contemplated herein, and Subscriber may use the Service and/or Content pursuant to and in accordance with the provisions of this Agreement.
- Transfer of Content. Subscriber shall be solely responsible for all Content transferred by the Subscriber or any other party in connection with Subscriber’s access and/or use of the Service and/or Content.
- Prohibition on Reverse Engineering. Subscriber may not reverse engineer, decompile, or otherwise attempt to decipher any code in connection with the Service and/or Content or any other aspect of the Vendor’s technology. No Subscriber or end user may utilize any automated computer program or activity to search, index, test, download or grab information from the Content or Service (including but not limited to web robots, spiders, and crawlers). The Vendor reserves the right to block or otherwise prevent the unauthorized use of such programs or activities.
- No Distribution. Subscriber may not resell, distribute, or otherwise use the Service and/or Content on a timeshare or service bureau basis. Neither the Service nor any Content related to the Service may be copied, reproduced, framed, hyperlinked, republished, downloaded, posted, transmitted or distributed in any way in exchange for fees or compensatory information, goods or services. Subscriber specifically agrees and understands that no rights of dissemination by any third party and no right to sub-license to any third party are being granted under this agreement. Subscriber acknowledges that Subscriber has no claim to ownership of the Service and/or Content simply by Subscriber’s access to that Service and/or Content.
- Copyrights and Trademarks. Except for the limited access rights granted by this Agreement, all right, title, and interest in the Service and/or Content (including but not limited to any image, photograph, animation, video, audio, text, Content, computer code or applets incorporated in the Subscriber website) are owned by the Vendor.
- Term and Termination.
- Term. The term of this Agreement will begin on Acceptance and will continue for a limited but specified time period. At the end of the term of this Agreement, the Subscriber will be notified of the opportunity to renew the Subscription. Access to, or use of the Subscriber Section of the Website outside of the period of a valid subscription will be considered a material breach of this agreement.
- Termination for Cause. The Vendor reserves the right to terminate this Agreement immediately if Subscriber breaches any of its material obligations under this Agreement.
- Effect of Termination. Upon termination of this Agreement, Subscriber will immediately discontinue all access to the use of the Service and/or Content. The Vendor shall not be liable for any damages resulting from a termination of this Agreement as provided herein; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination.
- Subscription Fee. The subscription fee for access to and use of the Subscriber Section of the Website is for a limited period of time. Failure of the Subscriber to make full, timely and verified payment will be considered a material breach of this Agreement.
- Limitation of Liability. The Service and/or Content on the Subscriber Section of the Website is provided by the Vendor and accepted by the subscriber “as is”. Liability of the Vendor will be limited to a maximum of the subscription price for the Term of the Subscription. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Subscriber arising out of the use or failure to use the Service and/or Content of the Subscriber Section of the Website. The Vendor is not responsible for circumstances in the Subscriber’s or end user’s enterprise that result from using schedules generated from the website. The Vendor is liable only for producing feasible schedules (correct logic and mathematics) based on the data entered by the Subscriber or end user. In any case, the Vendor’s liability is limited a refund of the subscription fee for the subscription term in which a claim is made. The Vendor does not warrant that use of the Service and/or Content will be uninterrupted or error-free. The Subscriber accepts that the Service and/or Content in general is prone to bugs and flaws within an acceptable level as determined in the industry.
- Penalty for Breach of Agreement. A breach of this agreement by the Subscriber will entitle the Vendor to collect from the Subscriber a penalty of not less than $1000 or more than $10,000 for each occurrence.
- Warrants and Representations. The Vendor warrants and represents that it is the copyright holder and the owner of the intellectual property of the Service and/or Content. The Vendor warrants and represents that granting the Subscriber License to use this Service and/or Content is not in violation of any other agreement, copyright or applicable statute.Acceptance. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Subscriber (“Acceptance”) on registration as a Domain user with the Vendor.User Support. The Subscriber will be entitled to phone support available during the valid Term of the Subscription, at no additional cost.
The Subscriber will be entitled to maintenance upgrades and bug fixes, at no additional cost, during the valid Term of the Subscription.
- Force Majeure. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.
- Governing Law. The Parties to this Agreement submit to the jurisdiction of the courts of the State of Colorado for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Colorado.
- Modification to Agreement. This Agreement can only be modified in writing signed by both the Vendor and the Subscriber.
- Relationship Between Parties. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Subscriber.
- Language in Agreement. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
- Severability. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
- Entirety of Agreement. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
- Successors and Assignees. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor’s successors and assigns.
- Notices. All notices to the Vendor under this Agreement are to be provided at the following address:
Unique Scheduling Solutions, LLC
8589 Gold Peak Drive, Unit G
Highlands Ranch, CO 80130