Last Revised: February 25, 2020
REDUX™ END USER SERVICES AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN CUSTOMER AND GOOD NEWS PRODUCTIONS INTERNATIONAL, A MISSOURI NOT FOR PROFIT CORPORATION (“GNPI”). BY ACCESSING AND/OR USING THE SERVICES OR SERVICES MATERIALS, CUSTOMER IS AGREEING, ON BEHALF OF ITSELF AND EACH OF ITS AUTHORIZED USERS, TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
- DEFINITIONS. As used in this Agreement, the following defined terms shall apply:
- “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, through majority ownership of voting securities, equity interests, or otherwise.
- “Agreement” means this End User Services Agreement, the Content License Agreement, and any other documents incorporated herein by reference.
- “Authorized User” means either:
- A Customer that is a church, charitable organization, or nonprofit corporation, and each individual employee of such organization (an “Organizational User”);
- A Customer that is an individual member of a church, charitable organization, or nonprofit corporation (a “Member User”); or
- A Customer that is a natural person but is not a Member User or an individual employee of a church, charitable organization, or nonprofit corporation (an “Unaffiliated User”).
- “Customer” means the legal entity or natural person that has registered one or more User Account(s) with GNPI for the purpose of obtaining access to or use of the Services.
- “GNPI Marks” means any name, logo, domain name, or mark belonging to GNPI or its Affiliates including, without limitation the mark “Redux”, and any designs or logos evidencing the same.
- “Fees” means all GNPI fees applicable to the Services, including any set forth in an Order.
- “Open Source Software” means third party software distributed by GNPI under an open source licensing model (e.g., the GNU General Public License, BSD, or a license similar to those approved by the Open Source Initiative).
- “Order” means any initial creation of one or more User Accounts or other online request for access to the Services or Services Materials submitted to or processed by GNPI and/or through GNPI product websites and applications (including at the time of a User Account creation), as well as any modification, expansion, reduction, or renewal thereto.
- “Privacy Policy” means the privacy policy of GNPI, available at www.reduxdm.com and/or reduxapp.com which is incorporated herein by reference.
- “Services” means the generally available GNPI Redux software-as-a-service offering delivered through any GNPI hosted service delivery platform (collectively “SaaS Services”), including any components provided with it, and Updates, all as may be further described in the applicable Service documentation prepared and made available to Customers by GNPI (the “Services Documentation”). GNPI may update the Services with Updates at any time in its sole discretion, and all Services set forth in the Services Documentation may not be available to all Customers. The Services are of an electronic nature delivered to Customer remotely via a technology infrastructure.
- “Services Materials” means the (i) curriculum, education, and training data, materials, and libraries, and (ii) personal biographical information about one or more natural persons pertaining to such person’s life, history, or spiritual progression, in each case that is provided through the Services, including similar content that GNPI has compiled from various other users of the Services and has made generally available to its users of the Services, in the form provided by GNPI to Customer. “Services Materials” shall also include any similar data or materials that are made available to GNPI by Customer or its Authorized Users pursuant to the Content Licensing Agreement.
- “Taxes” means all applicable transactional taxes on Services (including but not limited to withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), and tariffs and/or duties) imposed by any government entity or collecting agency based on the Services. Taxes shall not include those taxes based on GNPI’s net income, and/or those taxes for which Customer has provided a valid certificate confirming Customer is tax-exempt.
- “Updates” means any corrections, bug fixes, new features, or functions added to or removed from the Services but shall not include any new Service(s) version(s) that GNPI markets and sells separately.
- “Use Level” means the model by which GNPI measures, prices, and offers the Services to Customer as set forth on the Order with the Customer.
- “User Account” means a Customer’s online user account with GNPI. With respect to Customers that are Organizational Users, a separate User Account must be registered for each employee of the Organizational User and each Member User.
- RIGHTS.
- Right to Use Service. Subject to the other terms of this Agreement, GNPI will provide the Services and Services Materials as designated in an Order that GNPI has accepted in accordance with this Agreement and applicable Use Levels. Subject to the terms of this Agreement, GNPI hereby grants to Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable right and license to use the Services and Services Materials designated in an Order during the Term through its Authorized User(s), for (i) with respect solely to the Services, developing its own curriculum, bible studies, and educational resources; (ii) compiling certain notes and reference data for prospective members of the Christian faith; and (iii) accessing the Services and Services Materials made available by GNPI, all as expressly provided for this Agreement and in accordance with the Services’ and Services Materials’ intended use. Updates to the Services are included in the Fees. Customer shall use the then-current version of the Services and Services Materials, including any Updates, as made available by GNPI. Customer will be liable to GNPI in the event any Affiliate or Authorized User fails to comply with any term or condition of this Agreement. GNPI may require that each Authorized User register an account with GNPI.
- Rights to Use Services Materials. Notwithstanding the license grant provided to Customer in Section 2.1, GNPI may freely limit or expand the type and amount of Services Materials that is made available to any Customer or Authorized User at any time. Unaffiliated Users may have limited access to any Services Materials. Member Users may also have limited access to Services Materials and may be further limited by the Services Materials selected for use by Organizational Users. GNPI may freely delete, modify, archive, or adapt any Services Materials at any time in its discretion, including to comply with applicable law or to protect the privacy of any Authorized User or prospective Authorized User or to comply with the requests of any Organizational User. By using the Services, each Customer and Authorized User agrees that it shall not use the Services Materials in any way that would violate applicable law or the legal rights of any person including, without limitation, in violation of any privacy or data rights of any person and that, in the event any Authorized User, agent, Affiliate, or representative of Customer violates the terms of this Agreement or any such legal rights or laws, Customer shall indemnify, defend, and hold harmless the GNPI Parties from any and all liability, losses, costs (including reasonable attorney’s fees), penalties, Taxes, and other expenses of any kind and nature (“Losses”) arising out of or in connection with such breach or violation of law or rights.
- Limitations on Use. Except to the extent permitted by applicable law, Customer agrees, on behalf of itself and its Users, not to: (i) modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile, or attempt to decipher any code relating to the Services; (ii) knowingly or negligently access or use the Services in a manner that abuses or disrupts the GNPI networks, security systems, Authorized User accounts, or Services of GNPI or any third party, or attempt to gain access to any of the above through unauthorized means; (iii) transmit through or post on the Services any material that is deemed abusive, harassing, obscene, slanderous, fraudulent, libelous, or otherwise objectionable or unlawful; (iv) market, offer to sell, and/or resell the Services; (v) use the Services to send unsolicited or unauthorized advertising, junk mail, or spam; (vi) use the Services in any manner (or post or provide any material) that may infringe the intellectual property rights or other rights of third parties, including, without limitation, trademark, copyright, data privacy, or right of publicity; (vii) transmit or post on the Services any material that contains software viruses or other harmful or deleterious computer code, files, or programs; (viii) use or access the Services or permit an Authorized User to use or access the Services in a manner that violates the terms of this Agreement; or (ix) make any representations with respect to GNPI or this Agreement. Furthermore, the Services may be used by Customer in support of Customer’s existing service offering(s). Customer agrees to indemnify and hold GNPI harmless against any third-party claim and/or liability resulting from Customer’s use of the Services. THE SERVICES DOCUMENTATION MAY CONTAIN ADDITIONAL RESTRICTIONS.
- Violations of Limitations on Use. If Customer becomes aware or receives notice from GNPI that any Customer Content or any Authorized User’s access to or use of Customer Content violates Section 2.3, Customer must take immediate action to remove the applicable part of the Customer Content or to suspend the Authorized User’s access to the Services, as applicable. GNPI may ask Customer to remediate, and if Customer fails to comply with such request, GNPI may suspend the Services pursuant to Section 10.7.
- Proprietary Rights. Except for the limited subscription rights granted herein, Customer has no right, title or interest in or to the GNPI Marks or Services or any components provided by GNPI in connection with the Services or any intellectual property rights related thereto. Customer acknowledges that GNPI or its licensors retain all proprietary right, title, and interest in and to, or practiced in connection with, the GNPI Marks and the Services and any components, including, without limitation, all modifications, improvements, enhancements, derivative works, configuration, translations, upgrades, and interfaces thereto. This includes any information that GNPI and its service providers collect and analyze in connection with the Services, such as usage patterns, user feedback, and other information to improve and enhance the Services, subject to the terms of Section 10.2 and 10.5. No other rights with respect to the Services, Services Materials, any related GNPI product, or any related intellectual property rights are implied. GNPI and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services and all intellectual property rights arising out of or relating to the Services, except as expressly granted to the Customer in this Agreement.
- GNPI Marks. Customer agrees that it shall not use, register, or apply for registration of any trademark, service mark, business name, company/trade name, domain name, or social media account name or handle that is comprised of or incorporates in whole or in part any GNPI Mark, or is otherwise confusingly similar to a GNPI Mark, except for those marks, names, or handles that are preapproved by GNPI or addressed in the Brand Protection Guidelines, available at www.reduxdm.com and/or reduxapp.com, as may be periodically updated by GNPI from time to time (the “Brand Protection Guidelines”). Subject to the other terms of this Agreement, GNPI grants to Customer a limited, revocable, and non-sublicensable right and license to use the Redux GNPI Mark for the sole purpose of promoting the Services, provided that such use is in accordance with the Brand Protection Guidelines. In the event of any breach of this provision, Customer agrees that it will do all things necessary to effect the transfer of any such same or similar trademark, service mark, business name, company/trade name, domain name, or social media account name or handle to GNPI, including but not limited to executing assignment documentation. Except as expressly granted herein, no license regarding the use of GNPI copyrights, patents, trademarks, service marks, or company/trade names is granted or will be implied.
- Open Source Software. Customer may receive Open Source Software when Customer uses the Services. Any such Open Source Software is made available under the applicable open source license(s). Any warranties that accompany the Open Source Software are the responsibility of the third-party providers only, and not GNPI.
- REGISTRATION, FEES, AND PAYMENT.
- Orders. Each Customer and Authorized User must register and maintain a User Account with GNPI prior to accessing or using the Services or Services Materials. Account registration must be conducted through GNPI’s then-standard online processes. If GNPI requests Authorized Users of a Customer to update or provide additional data for their User Accounts, each Authorized User must provide such updates or additional data prior to being granted continued access to the Services. Customer’s Service may automatically renew or be extended by Customer’s purchase of a renewal. The Service offering Customer purchases determines how renewals work. In the event Customer’s offering includes automatic renewals, should Customer wish to allow the Services and Services Materials to expire at the end of Customer’s then current term, Customer must provide GNPI at least thirty (30) days advance written notice. All Orders, including auto renewals, are subject to acceptance by GNPI in its discretion. All Customer information provided by or on behalf of Customer must be current, complete, and accurate, and Customer is responsible for keeping such information updated. Order information is subject to automatic processing by GNPI for the purposes of managing Customer’s account.
- Terms Applicable to Organizational Users. Each Organizational User must ensure that each Member User that accesses or uses the Services or Services Materials creates a separate User Account.
- Terms Applicable to Member Users. Each Member User must be affiliated with an Organizational User in order to create an account. If a Member User changes organizations, each Member User authorizes GNPI to transfer and re-designate its User Account to the new Organizational User; provided, that if the new organization is not an Organizational User of GNPI, GNPI may keep the Member User’s User Account active with the prior Organizational User or re-designate the Member User as an Unaffiliated User until such time as the Member User becomes affiliated with a new Organizational User.
- Terms Applicable to Unaffiliated Users. Each Unaffiliated User shall be solely responsible for the maintenance of its User Account. In the event an Unaffiliated User becomes affiliated with an Organizational User, GNPI may transfer and re-designate its User Account to the Organizational User.
- Fees, Taxes and Payment. Each Organizational User shall pay all Fees when charged by GNPI, as well as all Taxes, associated with each Member User’s and the Organizational User’s use of the Services and Services Materials. Each Unaffiliated User shall pay all Fees (if any) when charged by GNPI, as well as all Taxes, associated with each Unaffiliated User’s use of the Services and Services Materials. If any Customer fails to pay Taxes, Customer agrees to reimburse GNPI for any such Taxes assessed against GNPI and indemnify and hold GNPI harmless against any other claim, liability, and/or penalties resulting therefrom. All purchases are final with no right to a refund, except as expressly provided under the warranty or the infringement indemnification terms of this Agreement.
- Additional Services. Customer may order additional Services at any time by executing an additional Order with GNPI (which may be accepted or rejected by GNPI in its sole discretion). Additional Services may not be available on a coterminous basis with previously ordered Services.
- Late Payments. GNPI reserves the right, in its discretion, to (i) suspend or terminate the Services or any portion thereof for non-payment of Fees.
- TERM AND TERMINATION.
- Term. The terms of this Agreement shall apply for the period that Services and Services Materials are to be accessed under a GNPI accepted Order, including auto renewals, or if none, for the period of paid or trial subscription. In addition, the terms of this Agreement shall apply for all periods during which a Customer has access to the Services or Services Materials.
- Termination for Cause. Either party may terminate this Agreement or any specific Services if the other party breaches any of its material obligations under this Agreement and fails to cure that breach within thirty (30) days of receipt of written notice from the non-breaching party, and either party may immediately terminate this Agreement if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. GNPI may immediately terminate this Agreement if the Customer breaches Sections 2, 5, or 6.
- Effect of Termination. Upon termination of this Agreement or affected specific Services, Customer will immediately discontinue all access and use of all Services under this Agreement or the specific Services. GNPI has no obligation to maintain Customer Data following termination, subject to compliance with applicable law. Neither party shall be liable for any damages resulting from termination of this Agreement; provided, however, termination shall not affect any claim arising prior to the effective termination date. GNPI shall have the right to invoice Customer and Customer agrees to pay for any use of the Services past the date of expiration or termination.
- Survival. The provisions of Sections 1 (Definitions), 2.3 (Limitations on Use), 2.5 (Proprietary Rights), 2.7 (Open Source Software), 3 (Registration, Fees, and Payment), 4.3 (Effect of Termination), 5 (User Accounts), 8 (Indemnification), 9 (Limitation of Liability), 10.5 (Data Use), 10.10 (Notices), 10.12 (General Terms), and 10.13 (Contracting Party and Choice of Law) shall survive any termination of this Agreement.
- USER ACCOUNTS.
- User Accounts. Customer is solely responsible for (i) the configuration of Customer’s Account, (ii) the operation, performance, and security of Customer’s equipment, networks, and other computing resources used to connect to the Services, (iii) ensuring all Authorized Users have access to the Services and Services Materials, (iv) maintaining the confidentiality of Customer’s User Accounts, Authorized User ID’s, conference codes, passwords, and/or personal identification numbers used in conjunction with the Services, (vi) all Authorized User accounts under Customer; and (v) all uses of the Services or Services Materials that occur using Customer’s or its Authorized Users’ passwords or accounts. GNPI reserves the right to suspend the Services or terminate this Agreement if Customer misuses or otherwise shares login information among Authorized Users. Customer will notify GNPI immediately of any unauthorized use of its account or any other breach of security. Ownership of Customer’s account is directly linked to the individual or entity that completes the registration process for the account. Customer acknowledges that GNPI will rely on the information provided for issues arising with the User Account. GNPI reserves the right to review Customer’s User Accounts to the extent necessary to confirm compliance with Section 2.3, applicable Use Levels, and this Section 5.1, and to terminate or suspend Customer’s access for overuse and/or misuse. Customer agrees to pay for any overage in excess of permitted Use Levels. If any Authorized User is under 18, Customer represents that such Authorized User has had their parent’s or guardian’s permission to use the Services and that such Authorized User has read this Agreement with their parent or guardian. By allowing any person under 18 to use the Services, Customer is subject to the terms of this EULA and shall be responsible for such user’s activity on or through the Services. Customer represents and warrants that none of the data provided during account creation is incorrect and that no person who will use an account is under the age of 13 and shall be responsible for all uses of such account by any person under the age of 18 and shall indemnify, defend, and hold harmless GNPI against any and all liability, costs, damages, expenses (including reasonable attorney’s fees), costs, and losses of any kind arising out of or in connection with (x) such minor’s data that is entered into or transmitted by the Services, (y) the minor’s use of the Services and any breach of this EULA arising out of or in connection with the minor’s use of the Services, and (z) the content, posts, transmissions, and other data uploaded or created by the minor while using the Services.
- User Account Access/Instructions. The User Account owner, and any Authorized User, will have access to information in the User Account. GNPI will not be required to provide access to any other user at any time. Customer agrees that GNPI may rely on instructions given by the User Account owner either through the account dashboard or via email from the address on file for the User Account owner. GNPI shall bear no responsibility for any spoofed or otherwise fraudulent email instructions relating to Customer’s account. Customer agrees that the User Account owner username and/or other alias of a sender contained in an email is legally sufficient to verify the sender’s identity and the authenticity of the communication to GNPI and establishes the account owner as its originator without further investigation or verification by GNPI. GNPI will not arbitrate any dispute over ownership of the User Account. Customer agrees not to request access or information about an account that is not owned by the Customer and to resolve any account related disputes directly with the other party. In the event of a dispute regarding User Account data, GNPI will only release information to another party other than the User Account owner pursuant to a court order or other notarized waiver and release as determined by GNPI.
- COMPLIANCE WITH LAWS. In connection with the performance, access, and use of the Services and Services Materials, Customer agrees to comply with all laws, rules, and regulations including, but not limited to, export and import, data protection, and privacy laws and regulations applicable to Customer and its use, access, or supplement of the Services or Services Materials. Specifically and without limiting the generality of the foregoing, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection laws to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required. GNPI may cooperate with applicable government authorities with respect to the Services and GNPI’s provision of such Services to Customers.
- WARRANTIES AND WARRANTY DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES AND SERVICES MATERIALS ARE BEING PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. GNPI AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT (i) THE USE OF SUCH SERVICES OR SERVICES MATERIALS WILL BE TIMELY, UNINTERRUPTED, OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (ii) THE SERVICES AND SERVICES MATERIALS WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (iii) ALL ERRORS OR DEFECTS WILL BE CORRECTED; OR (iv) THE SERVICES OR SERVICES MATERIALS WILL BE FREE FROM ANY HARMFUL COMPONENTS OR THAT ANY CONTENT, INCLUDING CUSTOMER OR THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GNPI AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, COVER, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN SUCH JURISDICTIONS. THE SERVICES DOCUMENTATION MAY CONTAIN ADDITIONAL LIMITED WARRANTIES AND/OR WARRANTY DISCLAIMERS APPLICABLE TO INDIVIDUAL SAAS SERVICES.
- INDEMNIFICATION.
- Indemnification by Customer. Customer shall indemnify, defend, and hold harmless GNPI, its Affiliates, and each of their officers, directors, members, employees, agents, and representatives (the “GNPI Parties”) from and against any and all Losses arising out of or in connection with any Infringement Claim. For the purposes of these terms, “Infringement Claim” means any (i) breach of Customer’s obligations under this Agreement; or (ii) claim, suit, or proceeding brought against a GNPI Party by a third party to this Agreement alleging that the Customer Data infringes upon any patent, copyright, trademark, trade secret or other intellectual property right of any person including, without limitation, with respect to any content, media, data, or other information that is provided by Customer or that GNPI accesses or receives as a result of Customer’s use of the Services.
- Nonexclusive Remedy. THE FOREGOING IS IN ADDITION TO ANY OTHER REMEDY OR RECOVERY THAT MAY BE AVAILABLE TO GNPI.
- LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE GNPI PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (i) SHALL NOT INCLUDE ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR RELATING TO: (A) LOSS OR CORRUPTION OF DATA; (B) LOSS OF INCOME; (C) LOSS OF OPPORTUNITY; (D) LOST PROFITS; (E) COSTS OF RECOVERY, REPLACEMENT, OR RESTORATION OF ANY LOST OR ALTERED DATA; (F) UNAVAILABILITY OR NON-PERFORMANCE OF ANY OR ALL OF THE SERVICES; (G) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (H) UNAUTHORIZED ACCESS TO, COMPROMISE, ALTERATION, OR LOSS OF DATA; OR (I) ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (ii) SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO GNPI FOR THE SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE SERVICES DOCUMENTATION MAY CONTAIN ADDITIONAL LIMITATIONS OF LIABILITY APPLICABLE TO GNPI THAT RELATED TO INDIVIDUAL SERVICES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY SOLELY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH DISCLAIMERS.
- ADDITIONAL TERMS.
- Services Trial. GNPI may make the Services available to Customer for a limited period of time on a demonstration or trial basis (“Trial Period”), as specified in the applicable Order. The Trial Period shall terminate (i) at the end of the stated Trial Period; or (ii) if no such date is specified, thirty (30) days from the date of Customer’s initial access to the Services. Following expiration of the Trial Period, the Services will cease or automatically continue as specified in the Order unless cancelled by Customer, and Customer is responsible for payment of the applicable Fees set forth in the Order. During the Trial Period, GNPI PROVIDES THE SERVICES “AS IS” AND WITHOUT WARRANTY OR INDEMNITY, TO THE EXTENT PERMITTED BY LAW, AND ALL OTHER TERMS OF THIS AGREEMENT OTHERWISE APPLY. ANY DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER DURING CUSTOMER’S TRIAL PERIOD WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. GNPI reserves the right to modify or discontinue any trials or promotions at any time without notice.
- Beta, Preview, or Demonstration Services. CUSTOMER ACKNOWLEDGES THAT ANY SERVICES THAT ARE OFFERED ON A BETA, PREVIEW, OR DEMONSTRATION BASES ARE OFFERED “AS-IS”, WITHOUT WARRANTY, LIABILITY, OR INDEMNITY OF ANY KIND BY GNPI. SUCH SERVICES MAY CONTAIN BUGS, ERRORS, AND OTHER DEFECTS. GNPI does not make any representations, promises, or guarantees that such Services will be publicly announced or made generally available. GNPI has no obligation to provide technical support or continued availability, and such Services can be suspended or terminated at any time by GNPI in its sole discretion with or without notice to Customer. Customer may be asked to provide feedback regarding Customer’s experience and use (“Feedback”). Customer acknowledges and expressly agrees that any contribution in the form of services, suggestions, ideas, reports, listing of defects or deficiencies, expenditures, logs, or otherwise by Customer to any such improvements, updates, modifications, or enhancements shall not give or grant Customer any right, title, or interest in any such Feedback. Customer agrees to allow GNPI to incorporate into any commercial product or offering derived any suggested Feedback of any kind, without compensation or accounting and without retention by Customer of any proprietary claim and hereby assigns to GNPI its entire right and title all such Feedback. With respect to the beta, preview, or demonstration Services or Services Materials, these terms supersede any conflicting terms and conditions in this Agreement, but only to the extent necessary to resolve conflict.
- Third Party Features. The Services may be linked to or delivered in conjunction with third party sites or applications, including those of authorized GNPI partners (“Third Party Services”). GNPI does not endorse, warrant, or control such Third Party Services and is not responsible for the legality, quality, accuracy, reliability, or availability of any Third Party Services. Customer has sole discretion whether to purchase or connect to any Third Party Services. Customer’s use of Third Party Services is governed solely by the terms relating to such Third Party Services and Customer is responsible for reviewing, accepting, and complying with any third party terms of use or other restrictions applicable to the Third Party Services. GNPI is not liable for and makes no representations related thereto, including without limitation, content or the manner in which Third Party Services handle content and/or customer data. GNPI reserves the right to suspend or terminate the Third Party Services at any time. GNPI will use commercially reasonable efforts to the extent practical to provide reasonable notice of that suspension or termination
- Copyright. In the event Customer believes that the Services or Services Materials have been used in a manner that constitutes copyright infringement, Customer shall notify GNPI in writing at: GNPI, Inc., 2111 N. Main St., Joplin, MO 64801, and provide all of the following information, as required by the Digital Millennium Copyright Act (“DMCA”): (i) a statement that Customer has identified content in the Services that infringes a copyright of a third party for whom Customer is authorized to act; (ii) a description of the copyrighted work Customer claims has been infringed; (iii) a specific description of where the allegedly infringing material is located in the Services, including a URL or exact description of the content's location; (iv) Customer’s name, address, telephone number, and e-mail address; (v) a statement that Customer has a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use); (vi) a statement that, under penalty of perjury, the information in Customer’s notice is accurate and that Customer is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; and (vii) Customer’s electronic or scanned physical signature. GNPI reserves the right to delete or disable allegedly infringing content, to terminate the accounts of Authorized Users who are repeat infringers, and to forward the information in the copyright-infringement notice to the Authorized User who allegedly provided the infringing content.
- Data Use. GNPI and its service providers may collect and use data and related information, including, but not limited to, technical information about devices, systems, related software, services, or peripherals associated with Customer’s use of the Services, information about Customer’s region or location, information that is entered into the Services by Authorized Users about other individuals, and other information collected, stored, or generated through Customer’s use of the Services or Services Materials or gathered by the Services, including certain curriculum, education, and training data, materials, and libraries that Customer or its Authorized Users upload to the Services, data pertaining to Customer’s system’s performance and diagnostics, and statistical information about the use of the Services including access times, functionality, use, and other statistical and performance data along with Feedback (the “Customer Data”). By using the Services and Services Materials, Customer agrees to the terms of the Content License Agreement available at www.reduxdm.com and/or reduxapp.com as may be periodically updated by GNPI from time to time (the “Content License Agreement”). Customer hereby grants to GNPI an irrevocable, perpetual, world-wide, and royalty-free right and license to access, use, distribute, sublicense, analyze, and modify Customer Data and any content uploaded by Customer (or its Authorized Users) as part of their use of the Services or Services Materials for any purpose permitted by law including without limitation, for (i) the analysis and incorporation of the Customer Data in databases, reports, comparative data sets, or systems generated therefrom, including within its Services Materials; (ii) the creation and distribution of works and derivative works based on the Customer Data; (iii) securing, managing, measuring, and improving the Services and Services Materials; (iv) the sale or license of aggregated data sets or for the distribution to other customers of GNPI and end users of the Services or Services Materials; and (v) for any other purposes specifically agreed to by Customer and GNPI. GNPI may also use Customer Data in demonstrations or materials that promote the Services or Services Materials. As part of the Services, GNPI may make Services Materials available to Customer. GNPI reserves the right to only make parts of Services Materials available to Customer. Customer’s access to the Services Materials shall be pursuant to a limited, revocable, non-sublicensable, non-transferable, non-distributable, revocable, and personal license to access the Services Materials solely through the Services in accordance with GNPI’s instruction. Customer shall not sell, distribute, sublicense, or modify the Services Materials and shall use the Services Materials solely for approved operations. GNPI reserves all rights not granted to the Customer Data and Services Materials in this Section 10.5.
- Data Protection. Customer agrees to provide any notices and obtain any consent necessary for GNPI to access and process personal and other data that may be entered into the Services as specified in this Agreement.
- Suspension of Service. GNPI may suspend the Services if GNPI determines, in its sole discretion, that (i) payment for the Services is not received within thirty (30) days from the date on which payment is due; (ii) Customer’ or its Authorized Users’ use of the Services are in breach of this Agreement, (iii) Customer failed to timely address GNPI’s request to take action pursuant to Section 2.3; (iv) Customer’s use of the Services poses a security risk to the Services or to other users of the Services; or (v) suspension is required pursuant to a subpoena, court order, or other legal process. GNPI agrees to notify Customer of any such suspension, if permitted by applicable law or unless GNPI reasonably determines that providing such notice presents a risk of harm to the Services, or to any person or property. Customer will remain responsible for all fees incurred before or during any suspension. GNPI’s right to suspend Customer’s or its Authorized Users’ right to access or use the Services is in addition to GNPI’s right to terminate this Agreement pursuant to Section 4.2.
- Voice and Data Charges; Customer Connectivity. Customer is responsible for all fees and charges imposed by Customer’s telephone carriers, wireless providers, and other voice and/or data transmission providers arising out of access to and use of the Services. If Customer’s broadband connection and/or telephone service fails, or Customer experiences a power or other failure or interruption, the Services may also cease to function for reasons outside of GNPI’s control. STANDARD DATA FEES AND TEXT MESSAGING RATES MAY APPLY BASED ON CUSTOMER’S PLAN WITH ITS MOBILE PHONE OR OTHER APPLICABLE CARRIER. As mobile access and text message delivery is subject to Customer’s mobile carrier network availability, such access and delivery is not guaranteed.
- Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without GNPI’s prior written consent. Any attempted assignment in violation of the foregoing shall be void. This Agreement will bind and inure to the benefit of each party’s successors or permitted assigns.
- Notices. All legal notices required under this Agreement shall be in writing and delivered in person or by certified or registered express mail to the address last designated on the account for Customer, and the GNPI contracting entity as specified below, or such other address as either party may specify by notice to the other party as provided herein. Notice shall be deemed given (i) upon personal delivery; (ii) if delivered by air courier or email, upon confirmation of receipt; or (iii) five (5) days after deposit in the US mail, return receipt requested. Non-legal notices and notices pursuant to Section 4.2 and Section 10.8 may be provided to the email address specified on the applicable Order and shall be deemed effective on the next business day following the date and time stamp on the sender’s email. GNPI may also provide Customer with notice postings on the GNPI website. A copy of all Customer legal notices must also be sent to hello@reduxdm.com.
- Entire Agreement; Order of Precedence. This Agreement sets forth the entire agreement and understanding of the parties relating to the Services and supersedes all prior and contemporaneous oral and written agreements other than the Content License Agreement, which shall control over the terms of this Agreement to the extent of a conflict between the terms of this Agreement and the terms of the Content License Agreement. Nothing contained in any Order or other document submitted by Customer shall in any way add to or otherwise modify the Agreement or any GNPI license program terms under which an Order is submitted. The terms of this Agreement and/or Services Documentation or other referenced documents may be updated by GNPI from time to time without notice (but will be identified by the last updated date) and may be reviewed anytime at www.reduxdm.com and/or reduxapp.com. It is Customer’s responsibility to check the foregoing link for updates. Customer’s continued access to and use of the Services constitutes acceptance of the then-current terms.
- General Terms. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between or among the parties. No person or entity not a party to this Agreement will be deemed to be a third-party beneficiary of this Agreement or any provision hereof. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any party unless agreed to in writing by such party. GNPI’s failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement may be agreed to online, by use of the Services or Services Materials, and/or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay, interruption, or other failure to perform under this Agreement due to force majeure events and acts beyond a party’s reasonable control. Force majeure events may include natural disasters, wars, terrorist activities, failures of telephone carriers, failures of wireless carriers, failures of internet service providers, cyberattacks, industrial disturbances, electrical or power outage or utilities failures, labor disputes, and acts of government.
- Choice of Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Missouri. In the event of a dispute with respect to any matter arising out of or in connection with this Agreement, or any Customer’s or Authorized User’s use of the Services, the parties hereby agree to the exclusive venue and jurisdiction of the courts of the State of Missouri located in Newton County, Missouri, or, only if the such courts lack jurisdiction over the matter in question, the federal courts of the Western District of Missouri located in Kansas City, Missouri.
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.