Terms of Use Thank you for choosing Pontem Software! These Terms of Use govern your access to and use of Pontem Software’s website, including all pages within the website. Please read these Terms carefully as these Terms apply in full force and effect to your use of this website. By using or accessing this website, you are agreeing to be bound by these Terms. Use of Web Site Information: You may view, copy, and download the documents and the graphics incorporated on this Web site subject to the following: 1. The documents and graphics must be used solely for personal, informational, non-commercial purposes; and 2. The documents and graphics may not be modified or altered in any way. Except as expressly provided herein. You may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit, or distribute any information from this Web site in whole or in part without the prior written permission of Pontem Software. Use of Software: The software as well as the accompanying documentation made available to download from this site is the patented and/or copywritten work of Pontem Software and/or its affiliates. The terms of the license agreement(s) that accompanies the software governs your use of the software. Unless you agree to the terms of such license agreement(s), you will not be able to use the software. You agree that you will not reverse engineer, decompile, and/or attempt to discover the source code available to the software. Trademark Information All company, product or service names referenced in this Web site are used for identification purposes only and may be trademarks of their respective owners. Without prior written consent, you are not permitted to use the marks of Pontem Software or its affiliates. WARRANTIES AND DISCLAIMERS THE INFORMATION, SOFTWARE, PRODUCTS AND SERVICES CONTAINED ON THIS WEB SITE ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE IN AN AGREEMENT BETWEEN YOU AND PONTEM SOFTWARE. PONTEM SOFTWARE HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES, WHETHER EXPRESS OR IMPLIED. INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE INFORMATION MAY CONTAIN ERRORS, PROBLEMS, BUGS, OR OTHER LIMITATIONS. IN NO EVENT SHALL PONTEM SOFTWARE AND ITS AFFILIATED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF THIS OR THE PRODUCTS OR PROGRAMS DESCRIBED IN THIS WEB SITE AT ANY TIME WITHOUT NOTICE. GOVERNING LAW AND JURISDICTION This Web site is controlled by Pontem Software. All matters relating to your access to, or use of, this Web site shall be governed by U.S. federal law or the laws of the State of Michigan. You may not access, download, use or export the information, software, products or services contained on this Web site in violation of U.S. export laws or regulations, or in violation of any applicable local laws or regulations. NOTICE AND PROCEDURE FOR MAKING CLAIMES OF COPYRIGHT INFRINGEMENT Written notification must be submitted to the following Designated Agent: Pontem Software Attn: Legal 180 W. Michigan Ave., Suite 1100, Jackson, MI 49201 To be effective, the Notification must include the following: The signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (Complaining Party); Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; Information reasonably sufficient to permit the service provider to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the Complaining Party may be contacted; A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and A statement that the information in the notification is accurate, and under penalty of perjury, that the allegedly infringed. Upon receipt of the written Notification containing the information as outlined above: Pontem Software (Service Provider) shall remove or disable access to the material that is alleged to be infringing; Service Provider shall forward the written notification such alleged infringer (“Subscriber”); Service Provider shall take reasonable steps to promptly notify the Subscriber that it has removed or disabled access to the material. Counter Notification: To be effective, a Counter Notification must be a written communication provided to the Service Provider’s Designated Agent that includes substantially the following: The signature of the Subscriber; Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; A statement under penalty of perjury that the Subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; The Subscriber’s name, address, and telephone number, and a statement that the Subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is locate, or if the Subscriber’s address is outside of the United States, for any judicial district in which the Service Provider may be found, and that the Subscriber will accept service of process from the person who provided notification or an agent of such person Upon receipt of a Counter Notification containing the information as outlined above: Service Provider shall promptly provide the Complaining Party with a copy of the Counter Notification; Service Provider shall inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days; Service Provider shall replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided Service Provider’s Designated Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on Service Provider’s network or system. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT This Agreement is between You and Pontem Software. (“Pontem Software”), and sets forth the terms and conditions under which Pontem Software will provide its Pontem Software application Internet materials and services (collectively the “Services”). Definitions “You” or “Your” as used in this Agreement refers to you, or the firm or entity on whose behalf this Agreement is entered into, as identified during the registration process. License This License is a limited, non-exclusive, non-transferable license to use the Services. Services are licensed, not sold. The license terminates upon termination of this Agreement. Copyright Title and copyrights in and to the Services, including any images, “applets,” photographs, animations, video, audio, music and text incorporated into or a part of the Services, and all accompanying printed and electronic materials, together with any copies You are permitted to make herein, are owned by or licensed to Pontem Software and are protected by United States copyright laws and international treaty provisions. Therefore, you must treat the Services like any other copyrighted material (e.g., a book or musical recording). You are permitted to make copies of the printed training materials accompanying the Services strictly for use as reference guides for authorized users using the Service in an authorized manner. All such copies shall contain the copyright and other notices of Pontem Software or it’s licensors. Your Use of the Services You agree to abide by the policies of the Services as they may be electronically posted and made available through your account. You agree that Pontem Software may add to or modify the policies from time to time. These policies are incorporated in this Agreement by reference. You agree not to use the Services (a) for any illegal purpose, (b) for unauthorized access or distribution of any software, data or material protected by copyright, patent, or trade secret, or (c) to post or transmit any sexually explicit, hateful, vulgar, threatening, abusive, harassing, defamatory, racially, ethnically, or otherwise objectionable material. You agree to abide by any and all local, country, and international export rules and regulations governing your use of the Services. You acknowledge and understand that you are solely responsible for the use of the and the results obtained from the Services. You understand that it is your sole responsibility to understand and comply with any and all applicable laws regarding the use of the Services in Your place or places of business, regardless of country or jurisdiction. Limitation of Liability: No Warranties Please Read this Section Carefully. It contains Disclaimers of Warranties and Limitations of Liability, made on behalf of Pontem Software and its Licensors. NO WARRANTY. THE SERVICES AND ANY OTHER PRODUCTS WHICH PONTEM SOFTWARE PROVIDES TO YOU AS PART OF THE SERVICES ARE PROVIDED “AS IS” NEITHER PONTEM SOFTWARE NOR ITS LICENSORS MAKE ANY REPRSENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, PONTEM SOFTWARE AND ITS LICENSORS HEREBY DISCLAIM THE SAME. YOU EXPRESSLY ASSUME ALL RISK FOR USE OF THE SERVICES. PONTEM SOFTWARE ALSO DISCLAIMS ANY WARRANTY OF TITLE OR OTHER WARRANTIES FOR ANY THIRD PARTY’S OFFERING(S) OR PRODUCT(S), AND DISCLAIMS ANY LIABILITY OR RESPONSIBITY ARISING FROM ANY CLAIM THAT YOUR ACCESS OR USE OF THE SERVICES AND/OR RELATED PRODUCTS INFINGES ANY THIRD PARTY’S ITELLECTUAL PROPERTY OR OTHER RIGHTS. In no event is PONTEM SOFTWARE or its licensors liable for any damages arising from Your failure to perform Your responsibility in connection with this Services Agreement, or arising from any cause beyond PONTEM SOFTWARE’S control, including, but not limited to, delay in the performance of PONTEM SOFTWARE’S obligations or misuse of Your User Names or IDs. All limitations and disclaimers stated in this Agreement also apply to PONTEM SOFTWARE and its licensors are collectively responsible. Limit of Liability IN NO EVENT IS PONTEM SOFTWARE OR ITS LICENSORS LIABLE FOR: (A) DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES EVEN IF PONTEM SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST BUSINESS CAUSE OF ACTION UNDERLYING YOUR CLAIM, INCLUDING, BUT NOT LIMITED TO: (I) BREACH OF CONTRACT, EVEN IF IN THE NATURE OF A BREACH OF CONDITION OR A FUNDAMENTAL TERM OR A FUNDAMENTAL BREACH, OR (II) TORT INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR MISREPRESENTATION. IN NO EVENT SHALL PONTEM SOFTWARE’S LIABILITY, AND THE LIABILITY OF ITS LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE SIX (6) MONTHS PRIOR TO THE ACTION GIVING RISE TO LAIBILITY, AND (B) $100. User Backup Recommended Pontem Software performs regular back up procedures for the Services. However, You understand the inherent risk in electronic storage and agree to rely solely on Your own back up copies of all files, data, and documents stored in or transmitted through the Services should those files, data, and documents stored in or transmitted through the Services become lost or damaged. During Your Service term, as well as after Your Service term expires, Pontem Software shall have no responsibility to recover or retrieve your data, documents, and files stored and transmitted as part of your use of Pontem Software Services. Service and Performance Pontem Software will make reasonable efforts to assure that the Services will be available seven (7) days a week. You understand that normal maintenance and backup procedures will cause temporary down time during which the Services cannot be used. It is possible that there will be interruptions of Services. If an outage condition is known sufficiently in advance, Pontem Software will attempt to provide you with electronic mail notification. Support Pontem Software will provide reasonable support as it relates to the operation of the Services. Support is provided to you through online training literature as well as our help desk support. In order for You to receive help desk support, Yourmaintenance subscription must be paid and up-to-date. No Agency You and Pontem Software are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended or created by this Agreement. Notice Except as explicitly stated otherwise, any notice to Pontem Software shall be given by certified mail, postage prepaid and return receipt requested to Pontem Software, 180 W Michigan Ave., Suite 1100, Jackson, MI 49201 Attn: Legal. Pontem Software will give You notice by certified mail, postage prepaid and return receipt requested, to the address provided during the registration process. Notice shall be deemed given three (3) days after the date of mailing. Termination Pontem Software may terminate this Agreement and Your Service at any time for any reason on thirty (30) days notice if there has been no agreement as to a specific term. Pontem Software may terminate this Agreement immediately in the event you commit a material breach of this Agreement. Amendment Pontem Software may amend this Agreement at any time by posting the amended terms on its site, and You agree to accept such amendment as long as it imposes no material change in the terms of this Agreement The amended terms shall automatically be effective thirty (30) days after they are initially posted on Pontem Software’s website. You shall have no rights to amend this Agreement unless such amendment is submitted to and approved by Pontem Software in writing. Governing Law and Arbitration Any and all disputes arising out of or in connection with the negotiation, execution, interpretation, performance or nonperformance of this Agreement shall be solely and finally settled by arbitration. The parties hereby renounce all recourse to litigation and agree that the award of the arbitrator shall be final and subject to no judicial review. The arbitration shall by conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association, as now or hereafter amended. All substantive questions of law shall be determined under the laws of the State of Michigan, U.S.A. (without regard to the principles of conflicts of laws). Severability This Agreement comprises the entire agreement between you and Pontem Software with respect to the subject matter hereof and supersedes all prior agreements between the parties regarding the subject matter of this Agreement. However, the parties recognize that a short form agreement may accompany this Agreement outlining the business and financial terms of the relationship, and the terms of such accompanying agreement along with the terms of this Agreement shall be construed as one agreement. If one or more of the paragraphs in this Agreement are found to be unenforceable or invalid, the remaining paragraphs shall remain in effect. Force Majeure Neither party shall be liable for any delay or Failure in performance due to causes beyond its reasonable control and without such party’s fault or negligence, including but not limited to natural catastrophes, war, riot, strikes, lack or failure of transportation facilities, acts of terrorism, fire, acts of government authority. In the event of a force majeure event, the affected party shall give prompt written notice to the other party, stating the period of time the same is expected to continue. If any such failure or delay in performance continues for more than sixty (60) days, either party may terminate this Agreement upon written notice to the other. Under no circumstances will payment obligations be excused or extended as a result of force majeure conditions. Authority If this Agreement is being accepted by any individual for you, then you represent, warrant and attest that such individual has the authority to execute this Agreement on Your behalf.
© 2018 Copyright Resource Information Associates, Inc.
Makers of Pontem Software. All Rights Reserved.
