Funderbolt Services Agreement
This Funderbolt Services Agreement (the “Agreement”) is a legal agreement between you (the, “User”) and USEED, Inc. dba Funderbolt, a Delaware corporation (the “Company”) for the access to and use of the software, associated content, and computer programs provided by the Company, and any third party software or content licensed through the Company (“Third Party Content”), and any other software subsequently provided by the Company, and any customizations made to software provided by the Company (collectively, the “Services”). By clicking “I Accept” or otherwise using the Services, you acknowledge that you have read and understand this Agreement and you agree to be bound by the terms of this Agreement. If you do not click “I Accept” to agree to the terms of this Agreement, you will not be granted access to use the Services. If you do not wish to be bound by the terms and conditions of this Agreement, do not click “I Accept.” Your clicking “I Accept” constitutes acceptance of all of the terms and conditions of this Agreement. From time to time, the Company and User shall collectively be referred to herein as “parties” and individually as a “party.”
In consideration of the mutual benefits derived by each party, the parties agree to the following terms and conditions:
- Pursuant to the terms and conditions of this Agreement, the Company hereby agrees to provide User a non-exclusive, non-transferable, and non-assignable right for the User, using uniquely assigned access user IDs and passwords, to use the Services; provided, however, that such right does not, among other things, permit anyone to republish, in whole or in part, any portion of the Services and associated content. User agrees and understands that User shall not hold the Company liable for any breach of relevant local, state or federal regulations caused by User’s use of the Company’s Services. Except as may be expressly provided in writing by the Company, the use of the Services for any other purpose other than as set forth in this Agreement is not permitted.
- The Company is authorized to license certain Third Party Content and to provide access to such Third Party Content to the User through the Services pursuant to the terms and conditions of this Agreement.
- User agrees and understands that the right to use the Services granted hereunder and all rights therein are the proprietary property of the Company or the Company is licensed to use such Third Party Content, and such proprietary rights shall remain vested in the Company. User agrees and understands that it will not publish, distribute via the Internet or any other public computer based information system, create derivative works of, transfer, sell, lease, disclose or otherwise make the Services available to any third party. User further agrees that it shall not at any time challenge or contest the validity or ownership of the Services and that nothing in this Agreement shall be construed to limit any proprietary rights of the Company in the Services.
- User agrees and understands that the Services use copyrighted material, trademarks, or other proprietary information including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire substance and content of the Services is protected under the United States copyright laws. The copyright in all material within the Services is held by the Company or its licensors. User shall not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the Services in whole or in part. Except as expressly permitted by the Company, nothing within the Services may be copied, reproduced, distributed, modified, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopy, recording, or otherwise, without the prior written permission of the Company or the copyright owner. This Agreement terminates automatically if you breach any of these terms. In addition to termination for breach of the aforementioned terms, the Company reserves the right to terminate your account at any time for any reason.
- The trademarks of the Company shall remain the proprietary property of the Company and User shall not have any right to use any trademark of the Company without the prior written consent of the Company.
- The rights to use the Services granted pursuant to this Agreement shall terminate upon breach of this Agreement by User or upon termination of your academic institution’s agreement with Funderbolt for provision of the Services. User agrees and understands that the Company may terminate this Agreement at any time, with or without cause. Upon termination of this Agreement for any reason, User agrees and understands that the rights to use the Services granted under this Agreement shall terminate, and User’s right to use and access the Services shall automatically expire without notice or refund.
- Indemnification by User. User shall indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, agents, successors and assigns (“Company Indemnified Parties”), from and against all claims, demands, liabilities, damages and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to User’s breach of any terms of this Agreement. In no event shall User be liable to the Company or any Company Indemnified Party for any damages caused by the acts or omissions of the Company or any Company Indemnified Party.
- INFORMATION AND MATERIALS IN THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. USER AGREES THAT ACCESS TO THE SERVICES MAY BE SUSPENDED IN THE CASE OF TECHNICAL ERRORS, VIRUSES, INTERNET AND MOBILE NETWORK ERRORS, AND THE LIKE. YOU AGREE AND UNDERSTAND THAT FUNDERBOLT SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR SUCH SUSPENSIONS OF ACCESS TO THE SERVICES.
- The Company disclaims any and all warranties, express or implied, with respect to the Services or any part thereof including, without limitation, any and all implied warranties, non-infringement, merchantability or fitness for a particular purpose. In addition, the Company expressly disclaims any warranty or representation to any person other than User with respect to the Services or any part thereof. The Company does not warrant that the operation of the Services will be uninterrupted or error-free.
- UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE SERVICES, EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED FIVE HUNDRED DOLLARS.
- The Company may amend any term of this Agreement at any time by providing notice to User. Upon clicking “I Accept,” User accepts to all such amendments to this Agreement.
- This Agreement shall be governed, construed, and enforced in accordance with the laws of the state of Arizona. The parties agree to submit any claim, dispute or disagreement to mediation before a mutually-agreeable mediator prior any other form of dispute resolution. All mediation or any other form of dispute resolution shall take place in Maricopa County, Arizona and the parties irrevocably waive any objection to such venue. This Agreement constitutes the entire agreement between User and the Company regarding the Services. No modifications of this Agreement shall be valid unless made in writing signed by the parties. User agrees to comply with all applicable state and federal laws governing the use of the Services.
- Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement for any cause beyond its reasonable control including, without limitation, acts of God, fire or other disaster or telecommunications, power or Internet failure. The occurrence of any such event shall toll the time period provided in this Agreement for performance by the affected party.
BY CLICKING “I ACCEPT” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN.