NAPAC STORE TERMS OF SALE AND SERVICE
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND National Association of Professionally ACCREDITED Contractors (“NAPAC”) STATING THE TERMS THAT GOVERN YOUR USE OF NAPAC SERVICES AND PURCHASES. THIS AGREEMENT – TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF NAPAC’S RULES AND POLICIES – COLLECTIVELY CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND NAPAC. TO AGREE TO THESE TERMS DO NOT USE THE SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND NAPAC MAY REFUSE ACCESS TO THE NAPAC STORE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.
1. Definition of the NAPAC Store Service. NAPAC provides products, with and without charge, including but not limited to forms, guides, sound recordings, videos, white papers and documentation for the home improvement and remodeling industry (“Products”) to end user commercial customers only. NAPAC is the provider of the NAPAC Store (the “Service”) that permits you to purchase or otherwise obtain Product via a license for Product, generally downloadable as digital content, under certain terms and conditions as set forth in this Agreement.
2. Customer Assistance. For assistance with questions, order inquiries or account concerns please contact us by emailing info@napac.net. Responses to emails will be provided as soon as possible.
3. Objectionable Material. You understand that by using the Service, you may encounter content that may be deemed objectionable. Nevertheless, you agree to use the Service at your sole risk and that NAPAC shall have no liability to you for content that may be found to be offensive, or objectionable. Content types and descriptions are provided for convenience, and you acknowledge and agree that NAPAC does not guarantee their accuracy.
4. Content. Content on the NAPAC web site, Product, and the content of any Product, is not intended as and in no way constitutes legal guidance and/or advice of any nature from NAPAC, nor does NAPAC guarantee that any Product is complaint with all state, Federal or local laws, rules or regulations. NAPAC makes no warranties of any kind concerning the legal status or compliance of any Product. You must consult your own legal counselor or compliance advisor to determine whether your use of any Product will enable your organization to meet your compliance obligations associated with laws applicable to your business operation.
5. System Requirements. Use of the Service requires Internet access, and certain browser software, and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.
6. Policies and Rules. This Service is available for individuals aged 18 years or older acting on behalf of an entity or business engaged in the home remodeling, home improvement, contracting or design/build industry. Your use of the Service and any transactions made through it are subject to this Agreement and any end-user agreements or other terms and conditions required for use of the Service, all of which are hereby made a part of this Agreement. If you have not already read NAPAC’s Terms of Sale, you should do so now. Your purchase of Products made through the Service is subject to any end-user agreements or other terms and conditions required for use of such Products, all of which are hereby made a part of this Agreement.
7. Privacy. NAPAC’s Privacy Policy. Except as otherwise expressly provided for in this Agreement, the Service is subject to NAPAC’s Privacy Policy, which is expressly made a part of this Agreement. If you have not already read NAPAC’s Privacy Policy, you should do so now.
8. Your Information. You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service (“Registration Data”). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. NAPAC may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete. You agree that NAPAC may store and use the Registration Data you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card.
9. User Account and Security.
a. Account and Password. As a registered user of the Service, you may receive or establish an account (“Account”). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else’s Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify NAPAC of any unauthorized use of your Account or any other breach of security. NAPAC shall not be responsible for any losses arising out of the unauthorized use of your Account.
b. Security. You understand that the Service, and Products transacted through the Service, such as sound recordings, videos, forms, guides, white papers and documentation, may include a security framework using technology that protects digital information and limits your usage of Products to certain usage rules established by NAPAC and its licensors (“Usage Rules”). You agree to comply with such Usage Rules, as further outlined below, and you agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to such Usage Rules for any reason whatsoever. Usage Rules may be controlled and monitored by NAPAC for compliance purposes, and NAPAC reserves the right to enforce the Usage Rules with or without notice to you. You shall not access or attempt to access a Member Account that you are not authorized to access. Violations of system or network security may result in civil or criminal liability.
10. Purchase and Use of NAPAC Content
a. Products Requirements. You acknowledge that use of Products may require the use of other hardware and software products (e.g., the ability to make copies of Products on physical media), and that such hardware and software is your responsibility. Products may only be downloaded once; after being downloaded, they cannot be replaced if lost for any reason. Once a Product is purchased and you receive the Product, it is your responsibility not to lose, destroy, or damage the Product, and NAPAC shall be without liability to you in the event of any loss, destruction, or damage.
b. Use of Products. You agree that the Products are provided to you by way of a license only. You agree to use Products in compliance with the applicable Usage Rules.
Usage Rules
(i) Your use of the Products is conditioned upon your prior acceptance of the terms of this Agreement, the Licensed Application End User License Agreement (as applicable) and the Terms and Conditions of Use.
(ii) You shall be authorized to use the Products only on behalf of the entity or business engaged in the home remodeling, home improvement, contracting or design/build industry for which you have registered, or on behalf of the NAPAC Member making such purchase.
(iii) Any downloading or exporting capabilities are solely an accommodation to you and shall not constitute a grant or waiver (or other limitation or implication) of any rights of the copyright owners in any written, audio or video content, sound recording, or artwork embodied in any Product.
(iv) You agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Service or used to administer the Usage Rules.
(v) The delivery of Products does not transfer to you any commercial use rights in the Products other than as clearly indicated to the contrary herein. No part of any Product may be reproduced or distributed in any form or by any means, electronic or otherwise, now known or hereafter developed, including, but not limited to, the Internet, without the explicit prior written consent from NAPAC. Requests for permission to reproduce or distribute any part of, or all of, any NAPAC Product should be e-mailed to: legal@napac.net
(vi) Usage rules for software Products are governed by the terms of any end-user agreements or other terms and conditions required for use of such Products.
(v) Purchases from the NAPAC Store are available to you only as a commercial user in the United States and are not available in any other location. You agree not to use or attempt to use the NAPAC Store from outside of the United States. NAPAC may use technologies to verify such compliance.
(vi) Purchase of forms authorizes the use of those forms as commercially intended by their plain meaning. Purchase of customized forms through the utilization of a NAPAC-authorized printer (such as state contracts, for example) are authorized for use only in regard to the quantity ordered, and such forms, their trade dress, content and structure, may not otherwise be copied or reproduced without NAPAC’s express written authorization.
c. You agree that your purchase of Products constitutes your acceptance of and agreement to use such Products solely in accordance with the Usage Rules, and that any other use of the Products may constitute a copyright infringement. The Usage Rules shall govern your rights with respect to the Products, in addition to any other terms or rules that may have been established between you and another party. NAPAC reserves the right to modify the Usage Rules at any time.
d. You acknowledge that some aspects of the Service, Products, and administering of the Usage Rules entails the ongoing involvement of NAPAC. Accordingly, in the event that NAPAC changes any part of the Service or discontinues the Service, which NAPAC may do at its election, you acknowledge that you may no longer be able to use Products to the same extent as prior to such change or discontinuation, and that NAPAC shall have no liability to you in such case.
e. The Service may offer interactive features that allow you to, among other things, submit or post information, materials or links to third party content on areas of the Service accessible and viewable by other users of the Service and the public. You represent and agree that any use by you of such features, including any information, materials or links submitted or posted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or in poor taste, and that you have obtained all necessary rights, licenses or clearances. You further agree to provide accurate and complete information in connection with your submission or posting of any information or materials on the Service. Moreover, you hereby grant NAPAC a worldwide, royalty-free, non-exclusive license to use such materials as part of the Service, and in relation to Products, without any compensation or obligation to you.
NAPAC reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability.
NAPAC has the right, but not the obligation, to monitor any information and materials submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that NAPAC in its sole discretion deems appropriate.
11. Territory. The Service is available to you only in the United States. You agree not to use or attempt to use the Service from outside of the available territory, and that NAPAC may use technologies to verify your compliance.
a. Payment for Products. The NAPAC Store accepts credit cards. If a credit card company is being used for a transaction, NAPAC may obtain a pre-approval from the credit card company for an amount up to the amount of the order. Billing to your credit card occurs at the time of purchase or shortly thereafter. The NAPAC Store accepts the following credit cards: Visa, MasterCard, and American Express.
You agree to pay for all Products you purchase through the Service, and that NAPAC may charge your credit card for any Products purchased , and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account. In regard to any annual service, such as a NAPAC membership or a subscription to the NAPAC Report, you agree that NAPAC will automatically renew your annual service upon its expiration and charge your credit card accordingly for a successive annual period. However, this automatic renewal will not occur if you have canceled your service or subscription or if the price of such service to you has increased (in which case you will be notified and your approval for the renewed billing will be required). YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING NAPAC WITH A VALID CREDIT CARD FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card you designate during the registration process. If you want to designate a different credit card or if there is a change in your credit card status, you must change your credit card information online at the Account Info section of the Service. (There may be a temporary disruption of your access to the Service until NAPAC can verify the validity of the new credit card information.)
We are unable to accept credit cards issued by banks outside of the United States or prepaid gift cards issued by credit card companies. Debit cards and check cards have daily spending limits that may prevent the processing of your order.
If a transaction has been declined online due to credit card issues, please ensure all data is correct and resubmit. If the transaction is not accepted online, you will be unable to use that card for your transaction and should use another credit card.
b. Right to Change Prices and Availability of Products. Prices and availability of any Products are subject to change at any time.
c. Sales Tax. NAPAC Store transactions will include sales tax based on the bill-to address and the sales tax rate in effect at the time your transaction is completed. If the sales tax rate for the billing address changes before the purchased digital content is downloaded, the new tax rate in effect at the time of download will apply. We will only charge tax in states where digital goods are taxable. No customers are eligible for tax exemptions for transactions made on the NAPAC Store.
d. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
e. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
13. Delivery of Products and Upgrades. On occasion, technical problems or file sizes may delay or prevent delivery of your Product. Your exclusive and sole remedy with respect to Product that is not delivered within a reasonable period will be either replacement of such Product, or refund of the price paid for such Product, as determined by NAPAC. All sales are final. Risk of loss and title for all electronically delivered transactions pass to the purchaser in Delaware upon electronic transmission to the recipient.
NAPAC reserves the right to modify, enhance or alter Products purchased from the NAPAC Store, including Products purchased but not yet downloaded. Among other things, such changes may result in different appearances or styles. Many Products are fluid as to their content, as they reflect changes in laws, industry viewpoints or current events. As such, customers are encouraged to review Product offerings, including versions of Products previously purchased or downloaded, on a periodic basis for modifications.
14. Intellectual Property.
a. Acknowledgement of Ownership. You agree that the Service, including but not limited to Products, graphics, audio clips, video clips, and editorial content, contains proprietary information and material that is owned by NAPAC and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
b. Removal of NAPAC Content or Other Materials. Notwithstanding any other provision of this Agreement, NAPAC and its licensors reserve the right to change, suspend, remove, or disable access to any Products, content, or other materials comprising a part of the Service at any time without notice. In no event will NAPAC be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. NAPAC may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.
c. Copyrights. All copyrights in and to the Service, including but not limited to, the mark “NAPAC” and the double hammer logo (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), and software, are owned by NAPAC and/or its licensors, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF SALE AND SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
d. Trademarks. NAPAC, the NAPAC logo, National Association of Professionally Accredited Contractors, and other NAPAC trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of NAPAC in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks. Trademarks may not be used for any purpose whatsoever without the express written permission of NAPAC. Requests for permission to reproduce or distribute any part of, or all of, any NAPAC trademark should be e-mailed to legal@napac.net
15. Member Logo Use Policy. A NAPAC® Member in good standing may display the NAPAC® Member logo as a means of exhibiting their affiliation with NAPAC®, provided that the member complies with the following conditions:
a. The member logo consists of its art design and the term “Member” spelled out. The appropriate notation “Member” must be displayed directly below the NAPAC® logo. Use of the NAPAC® logo without a member designation is prohibited.
b. The member logo may appear on current member’s literature, signage, business and electronic correspondence, and website provided it takes secondary status in appearance to member’s name and credentials. The member logo may not be used in any manner that indicates or implies approval by NAPAC® of any particular product or practice. Without the express written permission of NAPAC®, a member may NOT use the member logo to imply endorsement by NAPAC® of any event, position, action, or idea or to make statements on behalf of NAPAC or to address political issues. Use of the member logo by non-members or members that have allowed their membership to lapse due to non-payment is strictly prohibited. Any unauthorized use of the member logo may result in legal action and the imposition of damages.
c. NAPAC® members may scale/resize the member logo to suit their needs, but may not change the color or design or alter the member logo in any way and may not combine the member logo with any other graphic. In every use, the integrity of the member logo must be preserved.
d. No person gains any rights whatsoever in the member logo or its use; it remains the property of NAPAC®. NAPAC® reserves the right in its sole and absolute discretion to require the member logos removal from any location or thing NAPAC® feels does not comply with this policy, or that could or does discredit NAPAC®.
e. NAPAC® makes no warranties, representations or statements, express or implied, with respect to the member logo and NAPAC® will not be responsible for any loss or damages of any kind whatsoever sustained by any party, however caused, in regards to use of the member logo.
f. Members may request a logo or direct any questions related to this policy to info@napac.net.
16. Termination.
a. Termination by NAPAC. If you fail, or NAPAC suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide NAPAC with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information, violation of the Usage Rules or any license to the software, or infringement or other violation of third parties’ rights, NAPAC, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Member Account, and you will remain liable for all amounts due under your Member Account up to and including the date of termination; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Service (or any part thereof).
b. Termination of the Service. NAPAC reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and NAPAC will not be liable to you or to any third party should it exercise such rights.
17. General Compliance with Laws. The Service is controlled and operated by NAPAC from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service.
18. Enforcement of These Terms. NAPAC reserves the right to takes steps NAPAC believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to NAPAC’s right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party’s rights). You agree that NAPAC has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as NAPAC believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to NAPAC’s right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party’s rights).
19. No Responsibility for Third-Party Materials or Web sites. Certain content, Products, and services available via the Service may include materials from third parties or affiliates. In addition, NAPAC may provide links to certain third-party or affiliated Web sites. You acknowledge and agree that NAPAC is not responsible for examining or evaluating the content or accuracy of any such third-party or affiliated material or Web sites. NAPAC does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party or affiliated materials or Web sites, or for any other materials, products, or services of third parties. Links to other Web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that NAPAC is not in any way responsible for any such use by you.
20. Disclaimer of Warranties; Liability Limitations.
a. NAPAC DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME NAPAC MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.
b. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY NAPAC) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
c. IN NO CASE SHALL NAPAC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES OR PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, NAPAC’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
d. NAPAC SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND NAPAC HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
e. NAPAC DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND NAPAC DISCLAIMS ANY LIABILITY RELATING THERETO. PRODUCTS CAN ONLY BE DOWNLOADED ONCE; AFTER BEING DOWNLOADED, THEY CANNOT BE REPLACED IF LOST FOR ANY REASON. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY PRODUCTS PURCHASED OR RENTED FROM THE NAPAC STORE THAT ARE STORED IN YOUR SYSTEM.
21. Waiver and Indemnity. BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD NAPAC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE, NONUSE OR MISUSE OF THE SERVICE OR ANY PRODUCT, OR ANY ACTION TAKEN BY NAPAC AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM NAPAC, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF NAPAC’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
22. Changes. NAPAC reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the NAPAC Store following will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
23. Notices. NAPAC may send you notice with respect to the Service by sending an email message to the email address listed in your NAPAC Account contact information, by sending a letter via postal mail to the contact address listed in your NAPAC Account contact information, or by a posting on the NAPAC Store. Notices shall become effective immediately.
24. Governing Law. The laws of the State of Delaware, excluding its conflicts of law rules, govern these Terms of Sale and Service and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with NAPAC or relating in any way to your use of the Service resides in the courts of the Commonwealth of Pennsylvania.
25. Miscellaneous. These Terms of Sale and Service constitute the entire agreement between you and NAPAC in regard to the matters set forth herein and govern your use of the Service, superseding any prior agreements between you and NAPAC. No NAPAC employee or agent has the authority to vary any of the NAPAC Store’s policies or the terms and conditions governing any sale. NAPAC is not responsible for typographic errors. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these Terms of Sale and Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. NAPAC’s failure to enforce any right or provisions in these Terms of Sale and Service will not constitute a waiver of such provision, or any other provision of these Terms of Sale and Service. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. NAPAC will not be responsible for failures to fulfill any obligations due to causes beyond its control.
Last updated: September 2, 2011
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LICENSED APPLICATION END USER LICENSE AGREEMENT
The Products made available through the Service are licensed, not sold, to you. Your license to each Product that you obtain through the Service is subject to your prior acceptance of this Licensed Application End User License Agreement, and you agree that the terms of this Licensed Application End User License Agreement will apply to each Product that you license through the Service, unless that Product is covered by a valid end user license agreement entered into between you and the Licensor of that Product, in which case the terms of that separate end user license agreement will govern, subject to your prior acceptance of that separate end user license agreement. Your license to any NAPAC Product under this Licensed Application End User License Agreement is granted by NAPAC, and your license to any Third Party Product under this Licensed Application End User License Agreement is granted by the Licensor of that Third Party Product. Any Product that is subject to the license granted under this Licensed Application End User License Agreement is referred to herein as the “Licensed Application”. Licensor reserves all rights in and to the Licensed Application not expressly granted to you under this Licensed Application End User License Agreement.
a. Scope of License: This license granted to you for the Licensed Application by Licensor is limited to a non-transferable license to use the Licensed Application as permitted by the Usage Rules set forth in Terms of Sale and Service (the “Usage Rules”). This license does not allow you to use the Licensed Application other than as intended by the Usage Rules and you may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Licensor and its licensors. If you breach this restriction, You may be subject to prosecution and damages.
The terms of the license will govern any upgrades provided by Licensor that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
b. Consent to Use of Data: You agree that Licensor may collect and use technical data and related information that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Licensed Application. Licensor may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
c. Termination. The license is effective until terminated by you or Licensor. Your rights under this license will terminate automatically without notice from the Licensor if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
d. Services; Third Party Materials. The Licensed Application may enable access to Licensor’s and third party services and web sites (collectively and individually, “Services”). Use of the Services may require Internet access and that you accept additional terms of service.
e. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION (“SERVICES”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, LEGAL COMPLIANCE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
Product, and any information contained in any Product, is not intended as and in no way constitutes legal guidance and/or advice of any nature from NAPAC, nor does NAPAC guarantee that any Product is complaint with all state, Federal or local laws, rules or REGULATIONS. NAPAC makes no warranties of any kind concerning the legal status or compliance of any Product. You must consult your own legal counselor or compliance advisor to determine whether your use of any Product will enable your organization to meet your compliance obligations associated with laws applicable to your business operation.
LICENSOR DOES NOT WARRANT THAT THE CONTENT, FORM OR STRUCTURE IN THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
g. The laws of the State of Delaware, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.
