This End User License Agreement ("Agreement") is a binding legal contract between you (either an individual or a legal entity) and ExactPlus, LLC the owner of the ExactPlus application ("ExactPlus"). By downloading, installing, accessing or using the accompanying software (the "Application") you will be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, ExactPlus is not willing to grant any right to use or access the Application to you. In such event, you may not download, install, access, use or copy the Application. ExactPlus may change, add or remove portions of this Agreement at any time, which shall become effective immediately upon posting. It is your responsibility to review this Agreement prior to each use of the Application, and by continuing to use the Application, you agree to any changes. Additional notices, terms, and conditions may apply to receipt of services, participation in a particular program, training, authorized user registration to the Application or specific portions and features of the Application, all of which are made a part of this Agreement by this reference.
If you access the Application using an Android, Apple iOS, or Microsoft Windows-powered device, or the Amazon cloud interface, then Google, Inc. ("Google"), Apple Inc. ("Apple"), Microsoft Corporation ("Microsoft"), and Amazon Digital Services, Inc. ("Amazon"), respectively, shall be a third-party beneficiary to this Agreement. However, these third-party beneficiaries are not a party to this Agreement, and are not responsible for the provision or support of the Application.
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE "ACCEPT" OPTION AND DOWNLOADING THE APPLICATION. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD THE APPLICATION.
APPLICATION ACCESS AND USE LICENSE
The Application and all of its contents as a whole and in part are protected by copyright, trademark, service mark, trade name and other intellectual property, and are owned or controlled by ExactPlus, its affiliates and licensors. The Application is licensed to you, not sold. Except for the limited license granted in this Agreement, ExactPlus and its affiliates and licensors retain all right, title and interest in the Application and all proprietary rights in the Application, including copyrights, patents, trademarks and trade secret rights. ExactPlus may change, suspend, or discontinue any aspect of the Application at any time. The terms of this Agreement will govern any software upgrades or updates provided by ExactPlus to the Application, and unless such upgrade or update is accompanied by a separate license, in which case you agree that the terms of that license will govern such upgrade or update.
- GRANT OF LICENSE. ExactPlus grants you a revocable, nontransferable (except as provided below), nonexclusive license to use the object code version of the Application for use on your mobile device.
- LIMITATIONS ON LICENSE. The license granted to you in this Agreement is restricted as follows:
Limitations on Copying and Distribution. You may not copy or distribute the Application except to the extent that copying is necessary to use the Application for purposes set forth herein.
Limitations on Use. You may not post or transmit through the Application any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violates any law.
Non-Solicitation. You may not post or transmit through the Application any material which contains advertising or any solicitation with respect to products or services.
Limitations on Reverse Engineering and Modification. You may not reverse engineer, decompile, disassemble, modify or create works derivative of the Application.
Sublicense, Rental and Third Party Use. You may not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Application, or directly or indirectly permit any third party to use or copy the Application.
Proprietary Notices. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Application.
Use in Accordance with Documentation. All use of the Application must be in accordance with its then current documentation.
Compliance with Applicable Law. You are solely responsible for ensuring your use of the Application is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations.
Your Submission of Content. By submitting material or content to the Application, you warrant that you have all necessary rights to grant, and automatically grant to ExactPlus, a royalty-free, worldwide, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, display, translate, and distribute such material (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or developed in the future. You also permit any other user of the Application to access, view, store or reproduce the material and content for that user's personal use. You further grant to ExactPlus the right to edit, copy, display, publish and distribute any material and content made available via the Application by You.
Availability. Certain services that may be accessed from, displayed on or linked to from the Application are not available in all languages or in all countries. ExactPlus makes no representation that such services are appropriate or available for use in any particular location. To the extent that you make use of the Application or such services, you do so on your own initiative and at your own risk and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.
- PASSWORDS; SECURITY. You may be required to register as an authorized user for access to certain areas of the Application, which may require both a user name and a password ("Authorized User Credentials"). You may also have to provide certain registration information, all of which must be accurate and updated. You are not allowed to share or give your Authorized User Credentials to anyone else. You are responsible for maintaining the confidentiality of your password. You agree not to use another person's Authorized User Credentials or select Authorized User Credentials: (i) with the intent to impersonate another person; (ii) subject to the rights of another person without authorization; (iii) in violation of the intellectual property rights of another person; or (iv) that ExactPlus, in its sole discretion, deems inappropriate or offensive or discriminates on the basis of race, color, sex, language, religion, political or other opinion, national or social origin, property, birth or other status. You acknowledge and agree that you shall have no ownership or other property interest in your account and/or user name, and you further acknowledge and agree that all rights in and to your user name and account are and shall forever be owned by and inure to the benefit of ExactPlus. Failure to comply with the foregoing shall constitute a breach of the Terms of Service, which may result in immediate suspension or termination of your Authorized User Credentials. ExactPlus will not be liable for any loss or damage arising from your failure to comply with these obligations. ExactPlus reserves the right to delete or change Authorized User Credentials (with notice) at any time and for any reason.
- TERMINATION. This license will automatically terminate in the event you breach any of its terms. In the event of a claim of intellectual property infringement by any third party relating to the Application, ExactPlus may immediately terminate this Agreement. Either party may terminate at will and the license to the Application will end at the then current month.
- WARRANTY DISCLAIMER. YOU EXPRESSLY AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK AND YOU ASSUME ALL RISK. THE APPLICATION IS PROVIDED ON AN "AS AVAILABLE," "AS IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ExactPlus AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE APPLICATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. ExactPlus DOES NOT WARRANT THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION WILL BE CORRECTED. YOU SPECIFICALLY ACKNOWLEDGE THAT ExactPlus IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD-PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NO REPRESENTATION OR WARRANTY IS MADE REGARDING THE AVAILABILITY, ACCURACY OR RELIABILITY OF THE APPLICATION, THE SERVICES, OR ANY CONTENT, ALERTS OR OTHER FUNCTIONALITY OF THE APPLICATION OR THE SERVICES; AND YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SAME IS AT YOUR OWN DISCRETION AND RISK.
ExactPlus DOES NOT PROVIDE FINANCIAL, LEGAL, or TAX ADVICE. USE OF THE APPLICATION DOES NOT CREATE A CONSULTING RELATIONSHIP. YOU ARE SOLELY RESPONSIBLE FOR YOUR DECISION TO OBTAIN GUIDANCE FROM A LEGAL, TAX or FINANCIAL PROFESSIONAL. THIS APPLICATION WAS DESIGNED AS A GUIDE and to AID MANAGEMENT AND REPORTING NEEDS NOT FOR THE PURPOSE OF RENDERING LEGAL, TAX OR FINANCIAL ADVICE. THE INFORMATION PRESENTED THROUGH THE APPLICATION IS NOT INTENDED TO REPLACE THE COUNSEL OF YOUR LEGAL, TAX OR FINANCIAL. IT IS IMPORTANT TO SEE YOUR LEGAL, TAX OR FINANCIAL ADVISORS BEFORE MAKING ANY DECISION ABOUT YOUR BUSINESS.
IN THE EVENT OF ANY FAILURE OF THE APPLICATION TO CONFORM TO ANY APPLICABLE WARRANTY, IF SUCH WARRANTY IS AVAILABLE, YOU MAY NOTIFY APPLE, GOOGLE, MICROSOFT OR AMAZON, RESPECTIVELY, AND SUCH ENTITY WILL REFUND THE PURCHASE PRICE FOR THE APPLICATION TO YOU; AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE, GOOGLE, MICROSOFT OR AMAZON, RESPECTIVELY, WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APPLICATION.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ExactPlus OR ITS SUPPLIERS/LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE), WHICH INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE APPLICATION, EVEN IF ExactPlus HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE LIABILITY OF ExactPlus AND ITS SUPPLIERS/LICENSORS UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) IS LIMITED TO THE AMOUNT PAID BY YOU, IF ANY, FOR THE APPLICATION.
Some states do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the above may not apply to you.
- OTHER DISCLAIMERS. This Application and the information contained herein are provided for informational purposes only, and may include technical inaccuracies or typographical errors. ExactPlus is not publisher of the materials or content supplied by third parties and other users. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or distributor(s) and not of ExactPlus. ExactPlus neither endorses nor is it responsible for any opinion, advice or statement made via the Application or the services by anyone other than authorized ExactPlus employee spokesperson while acting in their official capacities. ExactPlus seeks to provide timely and accurate information, but cannot guarantee that such information is up-to-date, timely, accurate or available. There is no representation, warranty or guarantee of availability, accuracy, completeness or timeliness of any or the materials, content, location data or location capabilities of the Application, product or service. Be cautious when sharing location information with others.
- DIGITAL MILLENNIUM COPYRIGHT ACT ("DMCA") NOTICE. ExactPlus is committed to complying with copyright and related laws, and requires all users of the Application to comply with these laws. Accordingly, you may not store any material or content or use or disseminate any material or content though the Application in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the Digital Millennium Copyright Act of 1998 (the "DMCA") to report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is policy of ExactPlus to terminate use privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to ExactPlus by the copyright owner or the copyright owner's legal agent.
If you feel that a posted message is objectionable or infringing, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. ExactPlus's designated agent (i.e., the proper party) to whom you should address such notice is listed below.
If you believe that your work has been copied and posted using the Application in a way that constitutes copyright infringement, please provide our designated agent with the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located to permit us to locate the material;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Our designated agent for notice of claims of copyright infringement can be reached as follows:
By E-Mail: Michael@exactplus.com with the subject line "DMCA"
By Mail: address your correspondence to:
PO Box 1263 Meridian ID 83680
- MONITORING. ExactPlus has the right, but not the obligation, to monitor the content of the Application (including any social or chat forum), to determine compliance with these conditions of use and any operating rules established by ExactPlus and to satisfy any law, regulation or authorized government request. ExactPlus has the right and sole discretion to edit, refuse to post or remove any material submitted to or posted on or within the Application, including, without limitation, the right to remove any material that ExactPlus, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
- INDEMNIFICATION. You agree to indemnify, defend and hold ExactPlus and its affiliates and its and their respective directors, officers, employees and agents harmless from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys' fees and costs) arising out of or relating to your use of the Application, the services, or the content of any materials you submit. In the event of any third party claim that the Application or your possession and use of the Application infringes that third party's intellectual property right, neither Google, Apple, Microsoft, nor Amazon, as applicable, will be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- LINKS TO SITES OR OTHER APPLICATION. ExactPlus may provide links, in its sole discretion, to sites on the World Wide Web or other applications. ExactPlus is not responsible for the availability of these outside resources or their contents. ExactPlus expressly disclaims any responsibility for the content, materials, accuracy of information and/or the quality of the products or services provided by, available through, or advertised on these third-party sites or applications, or the products or services provided by any third party.
- NETWORKS. Your network provider's messaging, data and other rates and fees may apply when you access the Application. Your network provider may prohibit or restrict downloading, installing or otherwise using the Application, and not all functions of the Application may work with your network provider or device.
- GENERAL. This Agreement is governed by and construed in accordance with the laws of the state of Idaho. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Any action or proceeding brought by either party hereto shall be brought only in a court of competent jurisdiction located in the courts of Idaho and the parties submit to personal jurisdiction of those courts for purposes of any action or proceeding. This Agreement constitutes the entire understanding and agreement between ExactPlus and you with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. You may not modify, amend or alter in any way this Agreement. In the event any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement will remain valid and enforceable according to its terms. Any failure by ExactPlus to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision. The disclaimers and limitations of liability will survive any termination or expiration of this Agreement. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES WILL REMAIN IN EFFECT.
- CONTACT. Any questions, complaints or claims regarding the Application should be directed to:
Attn: ExactPlus, LLC
PO Box 1263 Meridian ID 83680
- TRADEMARK INFORMATION. The ExactPlus logo and name are federally protected and registered marks of ExactPlus, LLC. All other trademarks displayed on this Application are the property of the respective trademark owners.
Last updated: December 12, 2017