The “Form 990 Organizer” workbook(s) (the “Product”) you are purchasing comes with the following license terms and conditions (the “Agreement”) for the use of each workbook provided. By accessing the Product, you, the entity listed on the Order Form, agree that you and any of your Secondary Users are bound as follows with respect to rights in the use of each Product:
1. License Grant. Subject to the terms of this Agreement, you are hereby granted by Clark Nuber PS (the “Providers”) a non-exclusive license to access and use the Product listed on your approved Order Form. Except as expressly set forth in this Agreement, you do not acquire any intellectual property rights in the Product or any associated software, systems, documentation or other materials. All such rights and interests remain in and with the Providers. The terms here also apply to any updates, supplements, or support services for the Product, unless other terms accompany those items. If so, those terms apply.
2. PURPOSE OF THE PRODUCT. THE PRODUCT PROVIDES A PLATFORM BY WHICH A TAX-EXEMPT ORGANIZATION (“TEO”) MAY UTILIZE IN COLLECTING INFORMATION NECESSARY TO SUBMIT A COMPLETED FORM 990 TO THE INTERNAL REVENUE SERVICE.
3. Authorized Primary or Secondary Users. By “Authorized Primary or Secondary Users” we mean the purchaser (i.e., a “Primary User”) and TEOs buying services from a Primary User (i.e., “Secondary Users”).
4. Acceptable Use and Access. Primary Users will strictly limit access to each Product to its own use, or in the case of a non-TEO Primary Users, to Secondary Users. No Primary or Secondary User will share access to the Product with other entities or third parties either directly or indirectly. You will immediately notify us if you believe your security has been compromised.
5. Acceptable Use; No Redistribution. You may not redistribute any material (electronic, paper, or otherwise) retrieved from the Product outside of its intended use with a TEO Primary User’s or a TEO Secondary Users’ managers nor allow any use that will infringe the copyright or other proprietary right of the Providers. You may not use the Product to create products or perform services which compete or interfere with those of the Providers.
6. Fees and Payments. You agree to pay the fees for the Product(s) ordered as shown on the order form or attached invoice within thirty (30) days of your receipt of the Providers’ invoice.
7. Term and Termination.
a. Term. The term of your rights and access shall continue from the delivery of the Product until the Expiration Date (if any) as listed on the Order Form or 12/31/19, whichever is earlier. This Agreement shall continue in force for so long as you are within the term of at least one Product of the Provider.
b. Termination for Breach. If a party breaches any material term of this Agreement and does not cure after 30 days written notice, the Agreement may immediately be terminated in whole or as to the affected Product. In the event the license granted under this agreement is terminated, you shall disable all Products in your possession. This includes the destruction of any CD-ROMs or any software as well as any materials retrieved from the Products. In addition, the Providers reserve the right to pursue any other legal remedy available to it.
c. Remedial Action. Without limiting the above, the Providers may suspend delivery of the Product(s) to you if it reasonably determines that your failure to comply with the Acceptable Use Provisions above may cause irreparable harm to them or its licensees under the specific circumstances. If delivery is suspended, the Providers will work with you in good faith to restore your access as soon as possible.
8. Privacy. The Product does not require the entering or capturing of personally identifiable user information aside from the Authorized Primary or Secondary User’s name and the TEO’s name (which is of public record as a Form 990 filer). The Providers make no representation as to whether any federal, state or local laws may regulate your administration of access to the Product or require you to obtain consent from any manager (or, in the case of minors, the parent or guardian of such manager).
9. Access and Use.
a. The Product includes software to be used in connection with the Product. It may not be reverse engineered or used for any other purpose.
b. The Providers may seek to assist you from time to time regarding hardware and software compatibility with the Product, however THE PROVIDERS SPECIFICALLY DISCLAIM ANY RESPONSIBILITY FOR DETERMINING THE COMPATIBILITY OF ANY HARDWARE OR SOFTWARE NOT SUPPLIED BY THE PROVIDERS WITH THE PRODUCTS AND PROVIDES NO WARRANTY WITH RESPECT TO THE OPERATION OF SUCH HARDWARE OR SOFTWARE WITH THE PRODUCTS.
10. Limited Warranty and Disclaimer of Warranty. The Providers warrant that they have all rights necessary to enter into this Agreement and to provide the Product to you. EXCEPT AS PROVIDED IN THE PRECEDING SENTENCE, THE PRODUCT PROVIDED TO YOU IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER OF THE PROVIDERS WARRANTS THE USE OF THE PRODUCT OR THAT THE SOFTWARE WILL BE ERROR-FREE OR MAKES ANY WARRANTY AS TO THE AVAILABILITY OF THE PRODUCT, THE ACCURACY, TIMELINESS, CORRECTNESS, RELIABILITY, CURRENCY OR COMPLETENESS OF THE INFORMATION OR THE RESULTS OF YOUR USE OF THE PRODUCT OR THE INFORMATION, EVEN IF ASSISTED BY THE PROVIDERS.
11. Limitation of Liability. THE MAXIMUM LIABILITY OF THE PROVIDERS ARISING OUT OF ANY CLAIM RELATED TO THE PRODUCTS WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY THE PROVIDERS FROM YOU FOR THE PRODUCT AT ISSUE UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL THE PROVIDERS BE LIABLE TO YOU FOR ANY LOST PROFITS, OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO THE USE OF THE PRODUCT OR THE PROVIDERS’ FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE PROVIDERS ARE DEEMED NEGLIGENT, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
a. Place. The Providers’ have set as the principal place of business where this contract is formed and all services will be deemed performed the Clark Nuber PS location at: 10900 NE 4th Street, Suite 1400, Bellevue, WA 98004.
b. Assignment. You may not assign this Agreement or any right granted hereunder without the prior written consent of the Providers, which consent shall not unreasonably be withheld.
c. Taxes. Except to the extent that you are tax-exempt as to the tax in question, you are responsible for any sales, use, VAT, personal property or other local taxes (except those based on the Providers’ income) imposed on the Product.
d. Waiver. Failure to enforce any provision of this Agreement shall not be construed to be a waiver of such provision.
e. Force Majeure. Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, Government Restrictions (including the denial or cancellation of any export or other necessary license), wars, acts of terrorism and/or any other cause beyond the reasonable control of the party whose performance is affected.
f. Interruption of On-line Products. The Providers shall not be liable or deemed in default of this Agreement for any failure or delay or interruption in an on-line Product or any failure of any equipment or telecommunications resulting from any cause or circumstance beyond the reasonable control of the Providers.
g. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to its subject matter and supersedes any and all previous and contemporaneous understandings or agreements between the parties with respect to the same subject matter and may not be amended, except in writing signed by the parties. The terms of your Purchase Orders, if any, are for your convenience and do not supersede any term or condition of this Agreement.
h. Severability. If any provision of this Agreement is found invalid or unenforceable pursuant to a decree or decision of competent jurisdiction, the remainder of this Agreement shall remain valid and enforceable according to its terms.
13. Applicable Law. Washington state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.