Enterprise License Agreement


THIS ENTERPRISE LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL, LEGAL ENTITY OR ASSOCIATION INTENDING TO USE ŪSKED (“YOU”) AND COMPANY. BY SIGNING THE ŪSKED RATE SHEET, YOU REPRESENT, WARRANT, AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT ON BEHALF OF YOURSELF AND ANY OF YOUR MEMBERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR YOU DO NOT HAVE THE AUTHORITY TO BIND YOURSELF OR ANY OF YOUR PARTIES TO THIS AGREEMENT, YOU MAY NOT USE ŪSKED. BY SIGNING THE ŪSKED RATE SHEET AND ACCESSING ŪSKED, YOU AND YOUR PARTIES CONSENT TO ALL TERMS AND CONDITIONS CONTAINED HEREIN. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU SHOULD IMMEDIATELY CEASE USING ŪSKED.

Company may modify the terms of this Agreement from time to time and if so will provide You with the most up to date Agreement and/or the Ūsked Rate Sheet. Ūsked will make reasonable efforts to notify You of any changes, however, it is Your responsibility to check and stay informed of any changes. You and Your Parties’ continued use of Ūsked following modification of the Services or this Agreement constitutes Your consent to be bound by the modified Agreement.

Definitions

“Company” means Ūsked LLC, its members, officers, employees, agents, representatives, contractors, successors or assigns.

“Data” means the data stored in Your Ūsked database and Site, and/or third party systems via Ūsked.

“Early Termination Fee” means the fee payable by You in the event You terminate this Agreement prior to the expiration of Your Subscription or if Company terminates this Agreement for cause prior to expiration of the Subscription. 

“Effective Date” means the date You sign the Ūsked Rate Sheet. 

“Internal Users” means any of Your office staff employees who have been assigned a role within Ūsked as an Officer, Manager, Scheduler, Finance, Human Resources or Quality Assurance, as the case may be. 

“Monthly Subscription” means the equal monthly installment Subscription payments. 

“Onboarding Fee” means the non-refundable one-time fee for the Initial Set-up Services.

“Services” means the type of general or optional services or systems, which You purchase or otherwise receive from Access, and any periodic updates or additions.

“Site” means the Ūsked platform developed specifically for You with an individual subdomain at www.usked.com.

“Subscription” means the level of Services You have purchased from Company.

“Taxes” means taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, federal or foreign jurisdiction.

“Third Party Software” includes packages of components, including third party software, which are provided by their authors under separate license terms. 

“User Account” means an account or accounts created, maintained, offered and/or made accessible by You, and used to access Ūsked by You and Your Parties. 

“Ūsked” means the proprietary internet based software and apps, and any updates, enhancements, modifications or purchased add-ons thereto. The web based software includes but is not limited to: the code, Third Party Software and internet services, user scripts, the database including the data and tables, as well as the business process that is inherent with the functionality of the software.

“Ūsked Rate Sheet” means the Services Rate Sheet signed by You and incorporated herein.

“Your Parties” means any client of Yours, as well as the shareholders, officers, directors, members, partners, heirs, executors, employees, representatives and agents of You or Your client.

1. Grant of License

1.1 License. Ūsked is licensed, not sold, to You. During the term of this Agreement and provided that You and Your Parties have valid and active Site and User Accounts and are not in breach of this Agreement, Company grants You and Your Parties a revocable, limited, non-exclusive, non-transferable, and non-sublicensable license to access and use Ūsked pursuant to this Agreement and the Ūsked Rate Sheet as modified from time to time. This Agreement shall be effective on the Effective Date and shall continue until the date of termination as set forth herein. You and Your Parties may use Ūsked for designated and permissible business purposes only. Company reserves all rights not expressly granted to you in this Agreement.

1.2 User Accounts. You will be permitted an unlimited number of User Accounts. You are directly responsible for ensuring that usernames and passwords to each User Account are not shared with any unauthorized third parties. You and Your Parties may not access Ūsked except through Your Site and Your User Account credentials. You have agreed to be bound by the terms and conditions of this Agreement on behalf of Yourself and Your Parties. You understand that prior to using the Ūsked system, each of Your Parties who uses or has a User Account assigned to him or her agrees to the terms of the End User License Agreement which is posted on Your Site. 

1.3 Account Access. You acknowledge and agree that You are responsible for providing the following: (a) all hardware and any equipment, such as a computer and systems necessary to access the Internet; (b) Your own access to the Internet; and (c) payment of all telephone, internet or other fees associated with such access.

1.4 Third Party Software. Ūsked may contain or be accompanied by Third Party Software that may require additional notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions may be requested from Company and are therefore made a part of and incorporated by reference into this Agreement. By accepting this Agreement, You for yourself and on behalf of Your Parties are accepting these additional notices, terms or conditions, if any, set forth therein.

1.5 Updates, New Release or Addition. You and Your Parties are entitled to receive and use periodic updates to Ūsked. Company will use commercially reasonable efforts to transmit a notification prior to any scheduled update that would result in more than one (1) minute of Your inability to access Your Site. When the scheduled update is occurring, Your access to Your Site may be temporarily unavailable. Company will use best judgment to schedule updates during off-peak hours. You may also purchase any new release or addition to Services when offered directly by Company. Any updates, new release or addition You receive shall henceforth be included within the definition of “Ūsked” hereunder and shall be governed by the terms of this Agreement and Ūsked Rate Sheet unless such update, new release or addition is accompanied by a revised Enterprise License Agreement and/or updated Ūsked Rate Sheet, in which case the terms of that replacement Enterprise License Agreement and/or Ūsked Rate Sheet will govern Ūsked and the update, new release or addition, as applicable. You may obtain an update, new release or addition to Ūsked only directly from Company. 

2. Conditions and Limitations

2.1 Limited License. You and Your Parties shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make Ūsked available to any third party, other than as expressly permitted by this Agreement. Any attempt to do so is a violation of the rights of Company and constitutes a breach of this Agreement. If You or Your Parties breach this restriction, You may be subject to any and all remedies available to Company, including but not limited to criminal prosecution as well as direct, consequential and punitive damages. Company shall also be entitled to equitable relief. You further acknowledge that there are no implied licenses granted under this Agreement. 

2.2 No Unlawful Use or Objectionable Content. You and Your Parties shall not use Ūsked in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of Ūsked or its components or infringes on the rights of Company or any third party. You and Your Parties shall not attempt to modify, adapt or hack any protected (encrypted or compiled) parts of Ūsked, or otherwise attempt to gain unauthorized access to those parts or its related platforms, systems or networks. You and Your Parties agree not to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable in Company’s sole discretion. You and Your Parties will not reproduce, publish, or distribute content in connection with Ūsked that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. Company offers no assurance that Your or Your Parties use of Ūsked under the terms of this Agreement will not violate any law or regulation applicable to You or Your Parties. 

2.3 Responsibility for Use. You and Your Parties must only access Ūsked and make Ūsked available for use in such a way that You can guarantee compliance with the terms of this Agreement. You assume all responsibility for any and all use of Ūsked, including but not limited to content, reports and media that is created, uploaded to, downloaded from, transmitted and edited using Ūsked. You are directly responsible for any and all access made to Ūsked through Your Site and/or User Accounts by You or Your Parties and for all direct and consequential damages resulting from any failure to do so. 

2.4 Attribution. With respect to any use of Ūsked, You and Your Parties shall keep the attribution and hyperlink to Company and its website intact unless a license to modify or remove (at an additional cost) is obtained from Company to make such modifications. You and Your Parties shall not apply any legal terms or technological measures that legally restrict others from doing anything this Agreement permits. 

2.5 Data Backups. Company intends to use commercially reasonable means to back up on an hourly basis Your Data contained within Ūsked and Your Site on the Company server. Company shall not be liable to You or Your Parties in the event of Data inaccessibility or damage, a server crash or any other event outside the control of Company, as determined in Company’s sole discretion. 

2.6 Unsolicited Email. You may not use Ūsked to transmit any unsolicited email. 

2.7 Handling Ūsked. You and Your Parties shall not (a) harm, disrupt or otherwise engage in activity (through act or omission) which diminishes or harms the Company brand, the Services or Ūsked; (b) make error corrections to or otherwise modify or adapt Ūsked, or copy, photocopy, modify, reproduce, translate, adapt, merge, reverse engineer, reverse compile, decompile, disassemble, derive source code from, create derivative works based on Ūsked, or decrypt any portion of compiled code and/or source code, in whole or in part, or otherwise attempt to discover or reconstruct the source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of Ūsked or any files contained or generated by using the Services in Ūsked; (c) frame or utilize framing techniques to enclose any trademark, logo, images, text, page layout or form of Ūsked; (d) use or permit Ūsked to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without prior express written authorization of Company; (e) attempt to alter, circumvent or provide the method or means to circumvent any disabling mechanism in Ūsked; (f) alter, remove or fail to reproduce any proprietary notices from Company, Ūsked, or any Third Party Software; (g) misrepresent any person or entities identity, impersonate any person or attempt to gain access to Your Site and/or any User Account that is not Yours or Your Parties’ or the networks or property of any third person, without authorization; (h) use any Third Party Software independently of Ūsked; or (i) make any attempt to circumvent parts of Ūsked designed to monitor the days, time or duration of Your and Your Parties use of Ūsked, or facilitate create or maintain any unauthorized connection to Ūsked. 

2.8 Intellectual Property. You acknowledge and agree that Ūsked uses, embodies and contains confidential and proprietary information and technology of Company and/or its licensors and embodies trade secrets, copyrights, patents and other intellectual property of Company and/or its licensors protected under United States copyright laws, international treaties and conventions, and other applicable laws (“Company’s Intellectual Property Rights”). Company and/or its licensors retain all right, title and interest in and to Company’s Intellectual Property Rights, including but not limited to: (a) all software code (source and object), internal code, design, themes, objects, dialogue, concepts, structure, functionality, technology, server software, system or network architecture and user interfaces and all modifications thereto and (b) all trade secrets, patents, copyrights and other intellectual property rights with respect to Ūsked. 

2.9 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Company (“Feedback”) is at Your own risk and that Company has no obligation (including, but not limited to, obligations of confidentiality) with respect to such Feedback. You represent and warrant that You possess any and all rights necessary to submit the Feedback. You hereby grant Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, license, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the forgoing rights, in connection with the operation and maintenance of Ūsked. You agree that if You or Your Parties discover a possible bug or an error with Ūsked, You or Your Internal Users agree to immediately notify Company.

3. Liabilities, warranties and indemnification

3.1 Disclaimer of Warranties. No Warranties. YOU, ON BEHALF OF YOURSELF AND YOUR PARTIES, EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF ŪSKED IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT LIES WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ŪSKED IS PROVIDED IN ITS “AS IS” AND “AS AVAILABLE” CONDITION WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY OF QUALITY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OF ACCURACY AND OF QUIET ENJOYMENT. COMPANY MAKES NO WARRANTY THAT (i) ŪSKED WILL MEET YOUR OR YOUR PARTIES’ REQUIREMENTS, (ii) ŪSKED WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, CORRUPTION FREE, OR VIRUS-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF ŪSKED WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH ŪSKED WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN ŪSKED WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU OR YOUR PARTIES THROUGH OR FROM ŪSKED SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN NOR SHALL ANY ADVICE CONSTITUTE AN ATTORNEY-CLIENT RELATIONSHIP. 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. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO ŪSKED, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SIXTY (60) DAYS FROM THE EFFECTIVE DATE OR SUCH SHORTER TIME PERIODS AS APPLICABLE LAW MAY PERMIT. 

3.2 Carrier Lines. YOU, ON BEHALF OF YOURSELF AND YOUR PARTIES, ACKNOWLEDGE THAT ACCESS TO ŪSKED WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, AND INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND COMPANY’S CONTROL. COMPANY ASSUMES NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.

3.3 Unauthorized Access; Lost or Corrupt Data. COMPANY IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO ANY DATA, FACILITIES, OR EQUIPMENT BY ANYONE USING ŪSKED OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, CORRUPTION, LOSS, OR DESTRUCTION OF ANY DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH ŪSKED, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL DATA AND INFORMATION.  YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA OR VIRUSES, INCORRECT REPORTS, INCORRECT OR UNCOMPLETED SERVICES, BILLINGS OR SCHEDULINGS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR ŪSKED MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. COMPANY IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH COMPANY’S SIDE OF ŪSKED. ANY MATERIALS, BILLINGS, SCHEDULINGS OR SERVICES OBTAINED OR FACILITATED THROUGH THE USE OF ŪSKED IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICE OR LOSS OF DATA THAT RESULTS FROM SUCH MATERIALS, BILLINGS, SCHEDULINGS, OR SERVICES. COMPANY SHALL NOT BE HELD RESPONSIBLE FOR DATA HOSTED ON ITS SERVERS OR ON ANY THIRD PARTY SERVERS. YOU ARE SOLELY RESPONSIBLE FOR RETAINING LOCAL COPIES OF ANY DOWNLOADED REPORTS OR OTHER INFORMATION CONTAINED IN ŪSKED AND MAINTAINING PROPER AND SUFFICIENT INSURANCE IF COVERAGE IS REQUIRED WITH RESPECT TO DATA LOSS. 

3.4 Third-Party Sites and Service Providers. ŪSKED MAY CONTAIN HYPERLINKS (INCLUDING HYPERLINKED ADVERTISEMENTS) TO INTERNET WEB SITES OPERATED BY THIRD PARTIES, OR TO MATERIALS OR INFORMATION MADE AVAILABLE BY THIRD PARTIES. SUCH THIRD PARTIES MAY OFFER GOODS OR SERVICES FOR SALE TO YOU. SUCH LINKS DO NOT CONSTITUTE OR IMPLY COMPANY’S ENDORSEMENT OF SUCH THIRD PARTIES, OR OF THE CONTENT OF THEIR SITES, THE QUALITY OR EFFICACY OF THEIR GOODS OR SERVICES, OR THEIR INFORMATION PRIVACY OR SECURITY PRACTICES, AND COMPANY HAS NO RESPONSIBILITY FOR INFORMATION, GOODS, OR SERVICES OFFERED OR PROVIDED BY SUCH THIRD PARTIES, OR FOR THE MANNER IN WHICH THEY CONDUCT THEIR OPERATIONS. YOUR USE OF THIRD-PARTY SITES AND THE MATERIALS, GOODS, AND SERVICES OFFERED BY THEM IS ENTIRELY AT YOUR OWN RISK, AND IS SUBJECT TO THE TERMS OF USE OF THE THIRD PARTIES OPERATING OR PROVIDING THEM. YOU SHOULD ASSUME THAT ANY INTERNET PAGE OR OTHER MATERIAL THAT DOES NOT BEAR THE COMPANY OR ŪSKED LOGO IS PROVIDED BY A THIRD PARTY.

3.5 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO YOU, YOUR PARTIES OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE ŪSKED OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, ŪSKED OR THE SERVICES, THE PROVISIONS OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, AND BASED ON ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, TORT INCLUDING WITHOUT LIMITATION NEGLIGENCE PRODUCT LIABILITY OR OTHERWISE, EVEN IF COMPANY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 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. NOTWITHSTANDING THE FOREGOING, THE MAXIMUM LIABILITY THAT COMPANY SHALL INCUR HEREUNDER SHALL BE LIMITED TO $10. 

3.6 Indemnification. You agree to indemnify, defend, and hold harmless Company, its members, officers, employees, agents, successors and assigns, from and against any damages, fines, penalties, assessments, liabilities, losses, costs and expenses (including attorneys’ fees, expert fees and out-of-pocket expenses) in connection with: (a) Your or Your Parties’ use of Ūsked; (b) any content You or Your Parties’ create, transmit, or display while using Ūsked; (c) any breach by You or Your Parties of any representations, warranties, or agreements contained in this Agreement; (d) any unlicensed use by You or Your Parties’ of Ūsked whether using Your Site and/or Your User Accounts or not; (e) Your or Your Parties’ negligence or willful misconduct; (f) Your or Your Parties violation of any third-party rights, including any intellectual property rights; (g) Your or Your Parties misuse or fraudulent use of credit cards and debit cards; (h) any claims that the Services or Ūsked were exported or otherwise shipped or transported by You or Your Parties in violation of applicable laws, rules and regulations; (i) any claim of misuse of the Services or Ūsked, including but not limited to any claim that You or Your Parties are storing illegal files or Data in Your Site; and (j) any security breach, viruses, malware or Data corruption arising from You, Your Parties’ or Your Site. 

3.7 Notification of Claim. In no event may a claim by brought by You unless You have notified Company of the claim in writing within thirty (30) days of it arising.

3.8 Infringement. Subject to the remainder of this Section 3.8 and to the limitations set forth in Section 3.5 above, Company will indemnify and hold You harmless against a claim to the extent based on an allegation that Your use of Ūsked (in the form provided by Company) in compliance with this Agreement infringes a United States patent or registered copyright (“Claim”), and will pay those damages and costs finally awarded against You by a court of competent jurisdiction, or agreed to in writing by Company as settlement, as a result of such Claim, provided that You have notified Company in writing of the Claim within thirty (30) days of it arising. Company will have no liability for any damages or costs to the extent that a Claim is based upon: (a) use of Ūsked in combination with any non-Company product, software or equipment; (b) use of Ūsked in a manner or for an application other than for which it was designed or intended to be used, regardless of whether Company was aware of or had been advised of such use; (c) modifications to Ūsked by any person or entity other than Company; (d) any breach by You or Your Parties of any representations, warranties, or agreements contained in this Agreement; (e) any unlicensed use by You or Your Parties of Ūsked whether using Your Site and/or Your User Accounts or not; or (f) Your or Your Parties negligent or willful misconduct. If Ūsked becomes, or in the opinion of Company may become, the subject of a Claim, Company may, at its option and in its discretion: (i) procure for You or Your Parties the right to use Ūsked free of any liability; (ii) replace or modify Ūsked to make it non-infringing; or (iii) terminate Your or Your Parties right to continue using Ūsked.

4. Trademarks and publicity

4.1 Use of Names and Trademarks. While You and Your Parties remain licensed to use Ūsked, You and Your Parties may use both Company’s and Ūsked’s name, logos and trademarks solely in order to identify Yourself as a client. You and Your Parties shall not otherwise use Company’s or Ūsked’s name, logos or trademarks, unless written permission is obtained from Company.

4.2 Non-Disparagement. You and Your Parties shall not commit any act (whether an explicit act or by omission), the result of which is the likely disrepute, disparagement, or harming of interests of Ūsked’s name or brand. You shall be liable for any direct or consequential damages resulting therefrom. 

4.3 Promotional Materials and Publicity. You authorize Company to use Your name, logos, and trademarks in Company’s promotional materials and for publicity purposes. You may opt-out at any time by writing to sales@usked.com.

5. Confidentiality

5.1 Privacy; Disclosure of Your Data. You, and on behalf of Your Parties, acknowledge and agree that Company may access, use, disclose, market, license and store Your and Your Parties’ Data, any data with respect to Your and Your Parties’ usage of Ūsked, any technical information about Your or Your Parties’ devices, systems, application software, and peripherals, that are gathered periodically, and any and all other information to facilitate the provision of Ūsked updates, product support, billing purposes, marketing and advertising services and other services to You or Your Parties. Company will not disclose or use Your clients’ contact information or copies of communications between You and Your clients. Company shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of any of Your Data in Company’s possession. Company will not disclose any of Your Data in Company’s possession to a third party unless compelled by law or court order or if You consent in writing to the disclosure.

5.2 Securing Your User Account Details; Security Breach. You will ensure that all passwords and login credentials remain secure at all times for each of Your User Accounts. You shall immediately notify Company in writing at support@usked.com of any unauthorized use of Your Site, any of Your User Accounts, viruses, malware, or corruption of which You become aware. In the event Company discovers a security breach of Ūsked affecting Your Site and/or any of Your User Accounts, Company will endeavor to provide you with prompt written notice and take prompt action to rectify the security breach. You agree to indemnify and hold Company harmless in accordance with Section 3.6 if a security breach occurs.

6. Term and Termination

6.1 Termination by You. This Agreement is effective until terminated. Provided that You pay all fees due and owing, You may terminate this Agreement by providing ninety (90) days advance written notice to Company. 

6.2 Termination by Company. Company may immediately terminate this Agreement and any rights hereunder without advance notice “for cause” as determined by Company, including but not limited to if You or Your Parties failure to comply with any terms of this Agreement. Company may terminate this Agreement on thirty (30) days’ advance written notice to You “without cause”. 

6.3 Disabling or Modification by Company. Company may immediately disable or modify any Services or access to Your Site in the event (a) Company does not receive payment of any invoice within three (3) business days from the date Company notifies You of any billing issue; (b) Company reasonably believes that the Services or Ūsked are being used by You or any of Your Parties in the violation of any terms of this Agreement, Your Parties’ End User License Agreements, or the Fair Use Policy specified below; or (c) Company reasonably believes that Your or Your Parties’ hardware or equipment has been accessed or manipulated by a third party without Your consent. 

6.4 Effect of Termination. Upon the termination of this Agreement, You and Your Parties must cease all use of Ūsked and the Services and destroy any materials that may contain any of Company’s Intellectual Property Rights. Your and Your Parties’ User Accounts will be disabled and neither You nor Your Parties’ will be able to access Your Site, Your User Accounts or Your Data. Your Site and all of its content and Data may be deleted upon the termination of this Agreement. 

6.5 Recovery of Fees and Costs. Should You or Your Parties continue to use Ūsked after termination of this Agreement, You will be liable for all costs, including all attorneys’ fees, and other expenses of Company to enforce this Agreement, as well as any actual and consequential damages suffered by Company. 

6.6 Survival. Articles 2, 3, 4, 5, 6, 7, 8 of this Agreement and the Ūsked Rate Sheet will survive termination of this Agreement.

7. Miscellaneous

7.1 Assignment. You may not assign Your account with Company or Your rights under this Agreement without Company’s prior written consent, except in the case of advance written notice to Company of a sale of all or substantially all of Your assets. Company may assign, in whole or in part, its rights, interests, and obligations hereunder without limitation.

7.2 Headings. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement.

7.3 Enforcement. The failure of Company to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. No provision in this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.

7.4 Equitable Relief. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that Company shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof (without any requirement to post bond or guarantee), in addition to any other remedy to which Company is entitled to at law or in equity. Company shall also be entitled to recover its attorneys’ fees, professional costs and other expenses Company incurs. 

7.5 Export Controls. You, and on behalf of Your Parties, agree to comply with all applicable export and reexport control laws and regulations, including without limitation the Export Administration Regulations maintained by the U.S. Department of Commerce and trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control. If You or Your Parties are in a country outside of the United States, You, and on behalf of Your Parties, agree to additionally comply with any local rules regarding online conduct and acceptable content, including without limitation laws regulating the export and reexport of data to and from the United States or such other country.

7.6 Choice of Law. The interpretation of this Agreement and the resolution of any disputes arising under or in connection with this Agreement shall be governed by the laws of the District of Columbia. Any enforcement of an award of an arbitrator or in the event Company must seek injunctive relief, the parties hereto consent to a court of competent jurisdiction in the District of Columbia. 

7.7 Dispute Resolution. Except in the case that Company seeks injunctive relief, any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the District of Columbia before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures then in effect. The arbitrator shall have the authority to grant any equitable and legal remedies that would be available if any judicial proceedings were instituted to resolve the dispute. The final decision of the arbitrator will be furnished by the arbitrator to all parties in writing and will constitute a final, conclusive and non-appealable determination of the issue in question, binding upon the parties, and an order with respect thereto may be entered in any court of competent jurisdiction in the District of Columbia. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If JAMS is no longer in existence or is unavailable, Company shall have the right to select a substitute neutral arbitration organization regularly engaged in private arbitration in the District of Columbia. 

7.8 Severability. Any provision of this Agreement that shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provision of this Agreement, and such other provisions shall remain in full force and effect.

7.9 Notices. You agree that Company may provide You with notices, including without limitation those regarding changes to this Agreement, by e-mail, regular mail, or messages or postings through Ūsked. You must provide Company notice of any claims by certified mail, postage prepaid, return receipt requested, at the address Attn: Ūsked – 80 M St SE Washington D.C., 20003.

7.10 Complete Understanding; Jointly Drafted. This Agreement constitutes the entire agreement between You and Company and governs Your use of Ūsked, superseding any prior agreements between You and Company for the use of Ūsked. You and Your Parties also may be subject to additional terms and conditions that may apply when You or Your Parties use or purchase certain other Company services, affiliate services, third-party content, or third-party software. The parties hereto agree that this Agreement is the product of their joint efforts, that it expresses their agreement, and that it should not be interpreted in favor of any party or against any party merely because of the efforts of any party or the efforts of any party’s legal counsel in its preparation. 

7.11 Electronic Signatures. In accordance with the Uniform Electronic Transactions Act (UETA) and the Electronic Signatures in Global and National Commerce Act, or E-Sign (the Act), and other applicable local or state legislation regarding Electronic Signatures and Transactions, the parties do hereby expressly authorize and agree to the use of electronic signatures as an additional method of signing and/or initialing the Ūsked Rate. Sheet. 

7.12 Authority. The individual executing the Ūsked Rate Sheet represents and warrants that he/she has the authority to enter into this Agreement and bind You hereto. Company may reasonably rely on such actions and You shall be bound by the terms and conditions of this Agreement.

8. Fair Use Policy

8.1 General Policy. It is the desire of Company that its customers have the best possible experience at the lowest price in using Ūsked. Company’s Fair Use Policy is designed to prevent fraud and abuse of Ūsked by a small number of users who then drive up the costs of the Services.

8.2 Legitimate Use. Ūsked is for Your and Your Parties use in accordance with this Agreement and this Fair Use Policy (“Legitimate Use”). The following is a non-exhaustive list of practices that would not be considered Legitimate Use in Company’s sole discretion: (i) reselling Ūsked Subscriptions; (ii) using Ūsked to generate income for Your Parties or others as a result of utilizing Ūsked, other than for Your company business; and (iii) use of Ūsked inconsistent with normal use of Ūsked. Other practices may be relevant in determining Legitimate Use and Company reserves the right to take any unlawful, prohibited, abnormal or unusual activity into account in making its determinations on a case by case basis.

8.3 Disable/Termination. To help ensure Company is able to deliver a great value to You in Your use of Ūsked as intended, Company may disable or terminate Your access to Ūsked if Company believes, in its sole discretion, You are violating this Fair Use Policy or the terms of this Agreement. Where practicable as determined by Company, Company will notify You before Your Site is disabled or terminated.

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