Terms and conditions
SOFTWARE LICENSE AGREEMENT IMPORTANT PLEASE READ CAREFULLY
This Software License Agreement along with all materials referenced herein (“Agreement”) is a legal agreement between Customer ("User") and Players 1st Inc. ("Players 1st") permitting User to access and use, subject to the terms of this Agreement, (i) Players 1st's software identified on the license agreement page, accompanyingdocumentation provided electronically ("Software") and (ii) services relating to User's access and use of the Software, including the provision of a web site, content therein and software relating thereto "Services".
USER MUST READ THIS AGREEMENT CAREFULLY BEFORE INDICATING ACCEPTANCE AT THE END BY SIGNING THIS AGREEMENT.
1. LICENSE GRANT
Subject to the terms of this Agreement, Players 1st grants User a nonexclusive, nontransferable license to access and use the Software and Services for internal business purposes only, without the right to sublicense such rights, provided User unconditionally agrees to access and use the Software and Services in accordance with this Agreement ("License").
Under the License, User may print out, or otherwise make, printed copies ("Copies") of the reports, numeric results, and other information or materials generated from User's access and use of the Software and Services for internal business purposes only.
Any updates, modifications, enhancements or new versions of the Software and Services provided or made available to User by Players 1st, in accordance with Section 14 of this Agreement, shall be considered Software and Services subject to this Agreement.
Players 1st may at any time and for any reason elect to modify, discontinue, delete or restrict any aspect or feature of the Software and Services without notice to User or any liability to Players 1st or any Players 1st Party (as defined in Section 2); however, Players 1st agrees to make commercially reasonable efforts to provide User with prior notice ofany such changes.
Except as otherwise expressly provided in this agreement, (a) the software and services are provided "as-is" and, to the maximum extent permitted by applicable law, Players 1st and its directors, officers, licensors, subcontractors and agents (“Players 1st parties”) disclaim all warranties of any kind, express or implied, regarding the software and services or otherwise relating to this agreement, including warranties of fitness for a particular purpose, merchantability, non-infringement and accuracy; (b) neither Players 1st nor any Players 1st party warrants that the software and services are or will be accurate, complete, uninterrupted, without error, or free of viruses, worms, other harmful components, or other program limitations; (c) user assumes the entire cost of all necessary servicing, repair, or correction of problems caused by viruses or other harmful components, unless such errors or viruses are the direct result of Players 1st’s gross negligence or willful misconduct; (d) each of Players 1st and the Players 1st parties disclaim and make no warranties or representations as to the accuracy, quality, reliability, suitability, completeness, truthfulness, usefulness, or effectiveness of the reports, data, scores, results or other information obtained, generated or otherwise received by user from accessing and/or using the software and/or services or otherwise resulting from this agreement, and (e) use of the software, services and reports is entirely at user's own risk and Players 1st and each of Players 1st parties shall have no liability or responsibility therefor.
3. LIMITATIONS ON LIABILITY
The total liability of Players 1st and the Players 1st parties in the aggregate to user or any third party arising out of or in connection with this agreement, the software and services will be limited to the preceeding 6 months payments received from user under this agreement.
Players 1st and the Players 1st parties shall not be liable for direct, indirect, special, incidental, consequential or punitive damages of any type arising out of or in connection with this agreement, the software and/or services, whether or not Players 1st and its licensors have been advised of the possibility of such damages and whether based upon breach of contract or tort (including negligence). Players 1st and the Players 1st parties shall have no liability for any damages resulting from alteration, destruction or loss of any data or information input, generated or obtained from access and/or use of the software and services, including any reports or numeric results, whether or not Players 1st and the Players 1st parties have been advised of the possibility of such damages.
The limitations of damages and liabilities set forth in this agreement are fundamental elements of the basis of the bargain between Players 1st and user, and the pricing for the license reflects such limitations. If user is not satisfied with the software and services, the entire liability of Players 1st and the Players 1st parties, and user's exclusive remedy, shall be to immediately stop accessing and using the software and services and contacting Players 1st within 60 days of agreeing to this agreement and requesting a refund of the preceeding 6 months fees paid by user to Players 1st under this agreement.
Because some states do not allow the exclusion or limitation of liability for damages (such as consequential or incidental damages), or the exclusion of implied warranties and limitations on how long an implied warranty may last, the above limitations may not apply to user.
Notwithstanding the foregoing, Players 1st will indemnify user and hold it harmless from and against any liability, judgments, claims, losses and expenses (including attorneys’ fees) resulting from or related to a claim by any party claiming damages for infringement of copyright, trademark or other intellectual property based on material supplied by Players 1st to user under this agreement.]
4. REGISTERED AND LICENSED USERS
In order for User to access and use the Software and Services, User shall register with Players 1st or it’s licensor, provide Players 1st or it’s licensor with an email address, pay the license fee (“Fee”) and obtain a unique password for accessing the Software and Services ("Password").
The Fee shall be determined at the time of registration based on the number of licensed users of the Software and Services, and such Fee is non-refundable upon use of the Password. The Fee follows from the separate note between Players 1st and User.
Upon receiving a Password, User may issue unique passwords to its employees and agents (as described in subsection (a) of Section 7(A) of this Agreement) up to the number of licensed users paid for by User ("Licensed Users").
Players 1st and User acknowledge and agree that Players 1st may obtain email addresses from Licensed Users upon their accessing and using the Software and Services.
5. USER REPRESENTATIONS AND WARRANTIES
User represents and warrants to Players 1st that this Agreement shall be binding on User, and, unless User is an individual, User represents and warrants that this Agreement was executed by an authorized signatory of User with the authority to enter into binding agreements on behalf of User.
6. PROPRIETARY RIGHTS
The Software and Services are protected by applicable United States and foreign laws and treaties, including copyright laws and treaty provisions. Players 1st or its licensors own all rights, title and interests in the Software and Services, including trade secrets, patents, copyrights and database rights, and the Software and Services shall remain the sole and exclusive property of Players 1st or its licensors. Except as provided in Section 1 of this Agreement, User has no, and is not granted, any right, title, interest or license in the Software or Services.
7. RESTRICTIONS ON USE
7A. Software and Services. Except as otherwise expressly provided in this Agreement, User agrees to (a) only use the Software and Services in the manner, and for the purposes, expressly specified in this Agreement; (b) not decompile, disassemble, analyze or otherwise examine the Software and Services for the purpose of reverse engineering (except to the extent this restriction is expressly prohibited by applicable law); (c) not delete or in any manner alter any notices, disclaimers or other legends contained in the Software and Services or appearing on any screens, documents, reports, numeric results or other materials obtained by User through use of the Software and Services ("Notices"); (d) reproduce and display all Notices on Copies User makes, in accordance with this Agreement; (e) not attempt to access any systems, programs or data of Players 1st or any Players 1st Party that are not licensed under this Agreement, or otherwise made available by Players 1st or a Players 1st Party for public use; (f) not copy, reproduce, republish, upload, post, transmit, or distribute the Software or Services, or any portion thereof, or facilitate or permit a third party to do so; (g) not use any device or software to interfere or attempt to interfere with the proper operation of the Software and Services; (h) and abide by all applicable local, state, national and international laws and regulations.
7B. Reports and Numeric Results. The reports and numeric results may only be used by User for its internal business purposes to examine, review and otherwise analyze its business operations, and may not be used by, disclosed to, represented to, or otherwise communicated to any third party for any other purpose; provided, however, such reports and numeric results may be submitted to and used by User as part of its obligation to submit reports to governmental and privately held organizations.
User data, collected data and calculated results are the property of User.
Data and business details are confidential in accordance with non-disclosure agreement
Players 1st guarantees that the Software and Services do not infringe the rights of others, including patent and design rights, trademarks and other copyrights.
User agrees that Players 1st and the Players 1st Parties are permitted to access any information or data User inputs or provides while accessing or using the Software and Services ("Data") and any reports or numeric results, and prior to User’s submission of Data, reports and numeric results, for the sole purpose of ensuring proper access and use of the Software and Services by User in accordance with this Agreement and to maintain and troubleshoot Software and Services.
Following User’s submission of Data, reports and numeric results to Players 1st, Players 1st has access to such Data.
Subject to the terms and conditions of this Agreement, Players 1st or the Players 1st Parties shall store and otherwise maintain Data, reports and numeric results, and Players 1st or the Players 1st Parties shall follow the archival procedures for User's Data, reports and numeric results Players 1st or the Players 1st Parties deems appropriate.
Players 1st will ensure sufficient security procedures in accordance with industrial standards.
In the event of any loss or damage to User's Data, reports or numeric results, User's sole and exclusive remedy shall be for Players 1st to use commercially reasonable efforts to replace or restore the lost or damaged data from the latest backup of such Data, reports or numeric results which Players 1st has maintained in accordance with its standard archival procedures.
User acknowledges that the Software and Services constitute and contain confidential, proprietary and copyrighted information and subject matter of Players 1st and Players 1st Parties ("Confidential Information"). User agrees to not, directly or indirectly, without Players 1st's prior written consent, use the Confidential Information for any purpose other than as expressly permitted under this Agreement; divulge, discuss, provide, transmit, copy, make available or otherwise communicate the Confidential Information to a third party; or permit any third party to use such Confidential Information.
"Confidential Information" shall not include information that is shown by competent evidence is in or enters the public domain without breach of this Agreement.
10. TRADENAMES AND TRADEMARKS
This Agreement does not grant to any party a license to use any trademark, trade name, or logo of the other party, and each party recognizes that the trademarks, trade names, and logos of the other party represent valuable assets of that party and that substantial recognition and goodwill are associated with such trademarks, trade names, and logos. Each party hereby agrees that it shall not use or permit any third party to use, at any time, the other party’s trademarks, trade names, or logos.
11. INJUNCTIVE RELIEF
Each party acknowledges that a violation of Sections 7, 9 or 10 of this Agreement would cause irreparable harm to the other party for which no adequate remedy at law exists and each party therefore agrees that, in addition to any other remedies available, the aggrieved party shall be entitled to seek injunctive relief to enforce the terms of Sections 7, 9 or 10. The prevailing party shall be entitled to recover all costs and expenses, including reasonable attorney’s fees incurred because of any such legal action.
12. HARDWARE AND SERVICE REQUIREMENTS
User is solely responsible for acquiring, servicing, maintaining, and updating all equipment, computers, software and communications services, that allow User to access and use the Software and Services, and for all expenses relating thereto (plus any applicable taxes). User agrees to access and use the Software and Services in accordance with any and all operating instructions or procedures that may be issued by Players 1st, and amended by Players 1st from time to time.
Players 1st guarantees a 99.5% uptime.
User understands and agrees that the operation and availability of the systems used for accessing and interacting with the Software and Services, including, the public telephone, computer networks and the Internet or to transmit information, whether or not supplied by User or Players 1st, can be unpredictable and may, from time to time, interfere with or prevent the access to and/or the use or operation of the Software and Services.
Players 1st and the Players 1st Parties are not in any way responsible for any such interference with or prevention of User's access and/or use of the Software and Services.
14. TRAINING AND SUPPORT
User and Players 1st will enter into a separate agreement concerning any training or on-site support to User relating to the Software and Services.
Players 1st will always provide User with (a) commercially reasonable telephone and email support for the Software and Services during normal business hours; and (b) updates and enhancements for the Software and Services, to the extent that Players 1st generally makes such updates and enhancements available to Users without a separate charge.
User agrees to defend, indemnify and hold Players 1st and each Players 1st Party including Licensor, as well as the directors, officers, agents, and employees of Players 1st and each Players 1st Party or Licensor, harmless from any losses, liabilities, damages, actions, claims or expenses (including reasonably attorneys' fees and court costs) arising or resulting from User's breach of any term of this Agreement or caused by acts or omissions performed by User or under User's Password or any password issued by User to Licensed Users.
16. U.S. GOVERNMENT USERS
If User uses the Software and Services on behalf of a U.S. Government agency, this Agreement constitutes the entire agreement between the Government agency and Players 1st and is binding on government users. The Software and Services are commercial items which have been developed at private expense and not under a Government contract.
User's right to use the Software and Services shall be effective from the date User accepts this Agreement, and shall terminate when User ceases all access and use of the Software and Services and provides Players 1st with notice of such termination or as otherwise provided in this Agreement or any other agreement.
Players 1st may terminate this Agreement immediately if User breaches a material term of this Agreement and fails to remedy that breach within five (5) business days after notice from Players 1st.
Upon termination of this Agreement, all rights, including the License granted to User, under this Agreement will cease and User's access to the Software and Services may be disabled.
Upon termination of this Agreement, Sections 2, 3, 5, 6, 7B, 9, 11, 15, 17, 19A, 19C and 19D of the Agreement, along with all payment obligations under this Agreement, shall survive such termination.
18. ELECTRONIC AGREEMENT/NOTICES
A. Notices. All questions, comments or notices concerning this Agreement shall be submitted to Players 1st by User via email at:
or via mail at:
Players 1st Inc.
10115 E Bell Rd, Suite 107-454
Scottsdale, AZ 85260, USA
Tel: +1 480 409 1790
A. Modifications. This Agreement is the complete and exclusive statement of the agreement between User and Players 1st, and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this Agreement.
B. Force Majeure. Players 1st will not be responsible for any failure to perform due to causes beyond its reasonable control, including, acts of God, acts of terrorism, war, riot, embargoes, acts of civil or military authorities, national disasters, strikes and the like.
C. Governing Law and General Provisions. This Agreement will be governed by the laws of the State of Arizona, excluding the application of its conflicts of law rules.
This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the remainder of the Agreement, which shall remain valid and enforceable according to its terms.
The words "and" as well as "or" shall be interchangeable to provide the broadest interpretation, and the word "including" shall mean "including without limitation" and "including but not limited to" to provide the broadest interpretation. The headings contained in this Agreement are for reference only and shall not affect the meaning or interpretation of this Agreement. Players 1st's failure to exercise or enforce any right or power under this Agreement shall not constitute a waiver of such right or power.
D. Nothing contained in this Agreement is intended to confer upon any person other than the parties hereto and their respective successors and permitted assigns, any benefit, right or remedy under or by reason of this Agreement, except with respect Players 1st Parties who shall be deemed third party beneficiaries under this Agreement but solely with respect to those terms that specifically reference an Players 1st Party or the Players 1st Parties.
Copyright by Players 1st 2017. All rights reserved.