Happy Purim LLC License Agreement
BY USING THE SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE
'AGREEMENT') GOVERNING YOUR USE OF THE SERVICE. IF YOU ARE ENTERING INTO THIS
AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU
HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH
CASE THE TERMS 'YOU' OR 'YOUR' SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE
SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST
CEASE USE OF ALL THE SERVICE APPLICATIONS IMMEDIATELY.
Welcome
As part of the Service, Happy Purim LLC will provide you with use of the
Service, including a browser interface and data encryption, transmission, access
and storage. Your registration for, or use of, the Service shall be deemed to be
your agreement to abide by this Agreement including any materials available on
The Service incorporated by reference herein, including but not limited to Happy
Purim LLC's privacy and security policy. For reference, a Definitions section is
included at the end of this Agreement.
1.
Privacy & Security
Happy Purim LLC's
privacy and security policy may be viewed at
http://www.HappyPurim.com/privacypolicy.aspx
. Happy Purim LLC reserves the right to modify its privacy and security policy
in its reasonable discretion from time to time. Note that because the Service is
a hosted, online application, Happy Purim LLC occasionally may need to notify
all users of the Service of important announcements regarding the operation of
the Service.
2.
License Grant & Restrictions
Happy Purim LLC grants
you a non-exclusive, non-transferable, worldwide right to use the Service,
solely for your own internal business purposes, subject to the terms and
conditions of this Agreement. All rights not expressly granted to you are
reserved by Happy Purim LLC and its licensors.
You shall not (i)
license, sublicense, sell, resell, transfer, assign, distribute or otherwise
make available to any third party the Service or the Content in any way; (ii)
modify or make derivative works based upon the Service or the Content; (iii)
create 'frame' or 'mirror' any Content on
any other server or wireless or Internet-based device; or (iv) reverse engineer
or access the Service in order to (a) build a competitive product or service,
(b) build a product using similar ideas, features, functions or graphics of the
Service, or (c) copy any ideas, features, functions or graphics of the Service.
User licenses cannot be shared but may be reassigned from time to time to new
Users who are replacing former Users who have terminated employment or otherwise
changed job status or function and no longer use the Service.
3.
Your Responsibilities
You are responsible for
all activity occurring under your User accounts and shall abide by all
applicable local, state, national and foreign laws, treaties and regulations in
connection with your use of the Service, including those related to data
privacy, international communications and the transmission of technical or
personal data. You shall: (i) notify Happy Purim LLC immediately of any
unauthorized use of any password or account or any other known or suspected
breach of security; (ii) report to Happy Purim LLC immediately and use
reasonable efforts to stop immediately any copying or distribution of Content
that is known or suspected by you or your Users; and (iii) not impersonate
another Happy Purim LLC user or provide false identity information to gain
access to or use the Service.
4.
Account Information and Data
Happy Purim LLC does
not own any data, information or material that you submit to the Service in the
course of using the Service ('Customer Data'). You, not Happy Purim LLC, shall
have sole responsibility for the accuracy, quality, integrity, legality,
reliability, appropriateness, and intellectual property ownership or right to
use of all Customer Data, and Happy Purim LLC shall not be responsible or liable
for the deletion, correction, destruction, damage, or loss of any Customer Data.
Happy Purim LLC has and maintains appropriate disaster recovery procedures to
protect Customer Data. In the event this Agreement is terminated (other than by
reason of your breach), Happy Purim LLC will make available to you a file of the
Customer Data within 30 days of termination if you so request at the time of
termination. Happy Purim LLC reserves the right to withhold, remove and/or
discard Customer Data without notice for any breach, including, without
limitation, your non-payment. Upon termination for cause, your right to access
or use Customer Data immediately ceases, and Happy Purim LLC shall have no
obligation to maintain or forward any Customer Data.
5.
Intellectual Property Ownership
Happy Purim LLC alone
(and its licensors, where applicable) shall own all right, title and interest,
including all related Intellectual Property Rights, in and all Happy Purim LLC
Technology, the Content and the Service and any suggestions, ideas, enhancement
requests, feedback, recommendations or other information provided by you or any
other party relating to the Service. This Agreement is not a sale and does not
convey to you any rights of ownership in or related to the Service, the Happy
Purim LLC Technology or the Intellectual Property Rights owned by Happy Purim
LLC. The Happy Purim LLC name, the Happy Purim LLC logo, and the product names
associated with the Service are trademarks of Happy Purim LLC or third parties,
and no right or license is granted to use them.
6.
Third Party Interactions
During use of the
Service, you may enter into correspondence with, purchase goods and/or services
from, or participate in promotions of advertisers or sponsors showing their
goods and/or services through the Service. Any such activity, and any terms,
conditions, warranties or representations associated with such activity, are
solely between you and the applicable third-party. Happy Purim LLC and its
licensors shall have no liability, obligation or responsibility for any such
correspondence, purchase or promotion between you and any such third-party.
Happy Purim LLC does not endorse any sites on the Internet that are linked
through the Service. Happy Purim LLC provides these links to you only as a
matter of convenience, and in no event shall Happy Purim LLC or its licensors be
responsible for any content, products, or other materials on or available from
such sites. Happy Purim LLC provides the Service to you pursuant to the terms
and conditions of this Agreement. You recognize, however, that certain
third-party providers of ancillary software, hardware or services may require
your agreement to additional or different license or other terms prior to your
use of or access to such software, hardware or services.
7.
Charges and Payment of Fees
You shall pay all fees
or charges to your account in accordance with the fees, charges, and billing
terms in effect at the time a fee or charge is due and payable. Payments may be
made annually, monthly, or quarterly, consistent with the Initial Term, or as
otherwise mutually agreed upon. You are responsible for paying for all
application licenses for the entire term, whether or not the applications are
used. You must provide Happy Purim LLC with payment as agreed as a condition to
signing up for the Service. An authorized representative may add additional
applications by executing an additional written Order Form or using the Online Order
Center. Happy Purim LLC reserves the
right to modify its fees and charges and to introduce new charges at any time,
upon at least 30 days prior notice to you, which notice may be provided by
e-mail.
8.
Billing and Renewal
Happy Purim LLC charges
and collects in advance for use of the Service. Happy Purim LLC will
automatically renew and issue an invoice to you (a) every month for monthly
licenses, (b) every quarter for quarterly licenses, (c) each year on the
subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed
upon. Fees for other services will be charged on an as-quoted basis, at standard
hourly rates or as mutually agreed upon. Happy Purim LLC's fees are exclusive of
all taxes, levies, or duties imposed by taxing authorities, and you shall be
responsible for payment of all such taxes, levies, or duties, excluding only United States
(federal or state) taxes based solely on Happy Purim LLC's income.
You agree to provide
Happy Purim LLC with complete and accurate billing and contact information. This
information includes your legal organization name, street address, e-mail
address, and name and telephone number of an authorized billing contact. You
agree to update this information within 30 days of any change to it. If the
contact information you have provided is false or fraudulent, Happy Purim LLC
reserves the right to terminate your access to the Service in addition to any
other legal remedies.
Unless Happy Purim LLC
in its discretion determines otherwise all entities will be billed in U.S.
dollars and subject to U.S.
payment terms and pricing schemes.
If you believe your
bill is incorrect, you must contact us in writing within 60 days of the invoice
date of the invoice containing the amount in question to be eligible to receive
an adjustment or credit.
9.
Non-Payment and Suspension
In addition to any
other rights granted to Happy Purim LLC herein, Happy Purim LLC reserves the
right to suspend or terminate this Agreement and your access to the Service if
your account becomes delinquent (falls into arrears). Delinquent invoices
(accounts in arrears) are subject to interest of 1.5% per month on any
outstanding balance, or the maximum permitted by law, whichever is less, plus
all expenses of collection. You will continue to be charged for services during
any period of suspension. If you or Happy Purim LLC initiates termination of
this Agreement, you will be obligated to pay the balance due on your account
computed in accordance with the Charges and Payment of Fees section above. You
agree that Happy Purim LLC may charge such unpaid fees to your credit card or
otherwise bill you for such unpaid fees.
Happy Purim LLC
reserves the right to impose a reconnection fee in the event you are suspended
and thereafter request access to the Service. You agree and acknowledge that
Happy Purim LLC has no obligation to retain Customer Data and that such Customer
Data may be irretrievably deleted if your account is 30 days or more delinquent.
10.
Agreement Term
This refers to the term
stated on the Happy Purim LLC service contract/account setup form. In the event
this Agreement is terminated (other than by reason of your breach), Happy Purim
LLC will make available to you a file of the Customer Data within 30 days of
termination if you so request at the time of termination. You agree and
acknowledge that Happy Purim LLC has no obligation to retain the Customer Data,
and may delete such Customer Data, more than 30 days after termination.
11.
Termination for Cause
Any breach of your
payment obligations or unauthorized use of the Happy Purim LLC Technology or
Service will be deemed a material breach of this Agreement. Happy Purim LLC, in
its sole discretion, may terminate your password, account or use of the Service
if you breach or otherwise fail to comply with this Agreement. In addition,
Happy Purim LLC may terminate a free account at any time in its sole discretion.
You agree and acknowledge that Happy Purim LLC has no obligation to retain the
Customer Data, and may delete such Customer Data, if you have materially
breached this Agreement, including but not limited to failure to pay outstanding
fees, and such breach has not been cured within 30 days of notice of such
breach.
12.
Representations & Warranties
Each party represents
and warrants that it has the legal power and authority to enter into this
Agreement. Happy Purim LLC represents and warrants that it will provide the
Service in a manner consistent with general industry standards reasonably
applicable to the provision thereof and that the Service will perform
substantially in accordance with the online Happy Purim LLC help documentation
under normal use and circumstances. You represent and warrant that you have not
falsely identified yourself nor provided any false information to gain access to
the Service and that your billing information is correct.
13.
Indemnification
Subject to Section 14, Happy Purim LLC shall indemnify and hold you and your
parent organizations, subsidiaries, affiliates, officers, directors, employees
and agents harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs) arising out of or
in connection with: a claim alleging that the Service directly infringes a
copyright, a U.S. patent issued as of the Effective Date, or a trademark of a
third party.
14.
Limitation of Liability
IN NO EVENT SHALL
EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR
DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT
GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS
BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA,
REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY
TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY
INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT,
EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS
HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.
Internet Delays
HAPPY PURIM LLC'S
SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN
THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HAPPY PURIM LLC IS NOT
RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM
SUCH PROBLEMS.
16.
Additional Rights
Certain states and/or
jurisdictions do not allow the exclusion of implied warranties or limitation of
liability for incidental, consequential or certain other types of damages, so
the exclusions set forth above may not apply to you.
17.
Local Laws and Export Control
This site provides
services and uses software and technology that may be subject to United States
export controls administered by the U.S. Department of Commerce, the United
States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export
control regulations of the European Union. The user of this site ('User')
acknowledges and agrees that the site shall not be used, and none of the
underlying information, software, or technology may be transferred or otherwise
exported or re-exported to countries as to which the United States and/or the
European Union maintains an embargo (collectively, 'Embargoed Countries'), or to
or by a national or resident thereof, or any person or entity on the U.S.
Department of Treasury's List of Specially Designated Nationals or the U.S.
Department of Commerce's Table of Denial Orders (collectively, 'Designated
Nationals'). The lists of Embargoed Countries and Designated Nationals are
subject to change without notice. By using the Service, you represent and
warrant that you are not located in, under the control of, or a national or
resident of an Embargoed Country or Designated National. You agree to comply
strictly with all U.S. and European Union export laws and assume
sole responsibility for obtaining licenses to export or re-export as may be
required.
This site may use
encryption technology that is subject to licensing requirements under the U.S.
Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council
Regulation (EC) No. 1334/2000
Happy Purim LLC and its
licensors make no representation that the Service is appropriate or available
for use in other locations. If you use the Service from outside the United States of America
and/or the European Union, you are solely responsible for compliance with all
applicable laws, including without limitation export and import regulations of
other countries. Any diversion of the Content contrary to United States
or European Union (including European Union Member States) law is prohibited.
None of the Content, nor any information acquired through the use of the
Service, is or will be used for nuclear activities, chemical or biological
weapons, or missile projects, unless specifically authorized by the United States
government or appropriate European body for such purposes.
18.
Notice
Happy Purim LLC may
give notice by means of a general notice on the Service, electronic mail to your
e-mail address on record in Happy Purim LLC's account information, or by written
communication sent by first class mail or pre-paid post to your address on
record in Happy Purim LLC's account information. Such notice shall be deemed to
have been given upon the expiration of 48 hours after mailing or posting (if
sent by first class mail or pre-paid post) or 12 hours after sending (if sent by
email). You may give notice to Happy Purim LLC (such notice shall be deemed
given when received by Happy Purim LLC) at any time by any of the following:
e-mail to
Sales@HappyPurim.com;
letter sent by confirmed facsimile to Happy Purim LLC at the following fax
number: (201) 215-9590; letter delivered by nationally recognized overnight
delivery service or first class postage prepaid mail to Happy Purim LLC at the
following address: Happy Purim LLC, 1117 Cambridge Rd., Teaneck, NJ 07666.
19.
Modification to Terms
Happy Purim LLC
reserves the right to modify the terms and conditions of this Agreement or its
policies relating to the Service at any time, effective upon e-mailing of an
updated version of this Agreement on the Service to the e-mail address on record
in Happy Purim LLC's account information. Continued use of the Service after any
such changes shall constitute your consent to such changes.
20.
Assignment
This Agreement may not
be assigned by you without the prior written approval of Happy Purim LLC but may
be assigned without your consent by Happy Purim LLC to (i) a parent or
subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any
purported assignment in violation of this section shall be void.
21.
General
This Agreement shall be
governed by New Jersey law and controlling United States federal law, without
regard to the choice or conflicts of law provisions of any jurisdiction, and any
disputes, actions, claims or causes of action arising out of or in connection
with this Agreement or the Service shall be subject to the exclusive
jurisdiction of the state and federal courts located in Teaneck, New Jersey. No
text or information set forth on any other purchase order, preprinted form or
document (other than an Order Form, Estimate or Contract, if applicable) shall
add to or vary the terms and conditions of this Agreement. If any provision of
this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then such provision(s) shall be construed, as nearly as possible,
to reflect the intentions of the invalid or unenforceable provision(s), with all
other provisions remaining in full force and effect. No joint venture,
partnership, employment, or agency relationship exists between you and Happy
Purim LLC as a result of this agreement or use of the Service. The failure of
Happy Purim LLC to enforce any right or provision in this Agreement shall not
constitute a waiver of such right or provision unless acknowledged and agreed to
by Happy Purim LLC in writing. This Agreement, together with any applicable
Order Form, Estimate or Contact, comprises the entire agreement between you and
Happy Purim LLC and supersedes all prior or contemporaneous negotiations,
discussions or agreements, whether written or oral, between the parties
regarding the subject matter contained herein.
22.
Definitions
As used in this
Agreement and in any Order Forms, Estimates or Contracts now or hereafter
associated herewith: 'Agreement' means these online terms of use, any Order
Forms, whether written or submitted online via the Online Order Center, and any
materials available on Happy Purim LLC websites specifically incorporated by
reference herein, as such materials, including the terms of this Agreement, may
be updated by Happy Purim LLC from time to time in its sole discretion;
'Content' means the audio and visual information, documents, software, products
and services contained or made available to you in the course of using the
Service; 'Customer Data' means any data, information or material provided or
submitted by you to the Service in the course of using the Service; 'Effective
Date' means the date this Agreement is accepted by first using the Service;
'Initial Term' means the initial period during which you are obligated to pay
for the Service equal to the billing frequency selected by you during the
subscription process (e.g., if the billing frequency is quarterly, the Initial
Term is the first quarter); 'Intellectual Property Rights' means unpatented
inventions, patent applications, patents, design rights, copyrights, trademarks,
service marks, trade names, domain name rights, mask work rights, know-how and
other trade secret rights, and all other intellectual property rights,
derivatives thereof, and forms of protection of a similar nature anywhere in the
world; “Administrator(s)' means those Users who are authorized to purchase
applications using the Online Order Center or by executing written Order Forms
and to create User accounts and otherwise administer your use of the Service;;
'Order Form(s)', “Estimates” and “Contracts” means the form evidencing the
initial subscription for the Service and any subsequent order forms submitted
online or in written form, specifying, among other things, the number of
licenses and other services contracted for, the applicable fees, the billing
period, and other charges as agreed to between the parties, each such Order Form
to be incorporated into and to become a part of this Agreement (in the event of
any conflict between the terms of this Agreement and the terms of any such form,
the terms of this Agreement shall prevail); 'Online Order Center' means Happy
Purim LLC's online application that allows Administrators, among other things,
add additional Users to the Service; 'Happy Purim LLC”, a New Jersey Limited
Liability Company, having its principal place of business at 1117 Cambridge Rd.,
Teaneck, NJ 07666; 'Happy Purim LLC Technology' means all of Happy Purim LLC's
proprietary technology (including software, hardware, products, processes,
algorithms, user interfaces, know-how, techniques, designs and other tangible or
intangible technical material or information) made available to you by Happy
Purim LLC in providing the Service; 'Service(s)' means the specific applications
of Happy Purim LLC's services identified during the ordering process, developed,
operated, and maintained by Happy Purim LLC, accessible via
http://www.HappyPurim.com or another designated web site or IP address, or
ancillary services rendered to you by Happy Purim LLC, to which you are being
granted access under this Agreement, including the Happy Purim LLC Technology
and the Content; 'User(s)' means your employees, representatives, consultants,
contractors or agents who are authorized to use the Service and have been
supplied user identifications and passwords by you (or by Happy Purim LLC at
your request).
|