VERTICAL RESOURCES, INC.
END-USER LICENSE AGREEMENT
These license terms (“License”) are an agreement by and between Vertical Resources, Inc., a California corporation, with offices at 1401 Dove Street, Suite 630, Newport Beach, CA 92660 (“Licensor”), and You. Please read them. They apply to the “Tax Deadlines and Accounting & Tax Tips that will be embodied in a mobile app and / or used on your computer which called Tax Butler, (“Software”), which includes the media on which You received it. The terms also apply to any additional features, enhancements, error corrections, bug fixes, patches, updates or other modifications to the Software.
By using the Software, You accept these terms. Do not use the Software if You do not accept these terms.
1. LICENSE GRANT
Licensor grants You the non-exclusive right and license to use the Software on Your mobile device or any other electronic device.
A. Printed Matter. Except as specifically set forth herein, no portion of the Software in human readable form, such as written or printed documents, shall be copied in whole or in part by You without Licensor’s prior written agreement. You further agree to reproduce all copyright and other proprietary notices on all copies of the Software in the same form and manner that such copyright and other proprietary notices are originally included on the Software.
B. Machine Readable Matter. Except as specifically set forth herein, any Software provided in machine readable form may not be copied by You in whole or in part, except for Your backup or archive purposes. You further agree to reproduce all copyright and other proprietary notices on all copies of the Software in the same form and manner that such copyright and other proprietary notices are originally included on the Software.
3. PROTECTION OF SOFTWARE
A. Proprietary Notices. You agree to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include same on each copy of the Software.
B. No Reverse Engineering. You agree not to modify, reverse engineer, disassemble, or decompile the Software, or any portion thereof.
C. Ownership. You further acknowledge that all copies of the Software in any form provided by Licensor or made by You are the sole property of Licensor and/or its suppliers. You shall not have any right, title, or interest to any such Software or copies thereof except as provided in this Agreement, and further shall secure and protect all Software consistent with maintenance of Licensor’s proprietary rights therein.
D. Injunctive Relief. You acknowledge that the unauthorized use, transfer or disclosure of the Software or copies thereof will: (1) substantially diminish the value to Licensor of the copyright and other proprietary interests that are the subject of this License; (2) render Licensor’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (3) cause irreparable injury in a short period of time. If You breach any of its obligations with respect to the use or confidentiality of the Software, Licensor shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
E. Survival. Your obligations under this Section will survive the termination of this License or of any rights granted under this License for whatever reason.
A. Local Confidential Information. Use of the Software will sometimes require information related to taxes to be uploaded to the Software to estimate dates related to tax returns. Such information is considered confidential for the purposes of this License, will only be saved on hardware computer systems under the control of You, and will not be transmitted to Licensor without Your express agreement.
B. Transmitted Confidential Information. Use of the Software may ask You to provide information to Licensor, such as Your name, business name, email, address, or phone number. Such information is considered confidential for the purposes of this License. Upon your request, Licensor may transmit your confidential information to Licensor’s tax partner companies on Your behalf. Upon your request, Licensor’s tax partner companies will have access to such transmitted confidential information needed to perform your requested function and will maintain such information in confidence as provided herein. Your transmitted confidential information will not be transmitted or sold to any other third party without Your express agreement.
C. Legal Compliance Licensor will release account and other personal information when such release is appropriate to comply with the law; enforce the License; or protect the rights, property, or safety of Licensor, Licensor’s users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction.
5. WARRANTIES AND DISCLAIMERS
A. Limited Warranty. All of Licensor’s obligations with respect to warranties shall be contingent on Your use of the Software in accordance with this License and in accordance with Licensor’s instructions as provided by Licensor, as such instructions may be amended, supplemented, or modified by Licensor from time to time. Licensor shall have no warranty obligations with respect to any failures of the Software which are the result of accident, abuse, misapplication, extreme power surge or extreme electromagnetic field. The Software provides information and estimates tax related dates only for select entity types and specifically does not provide such information or estimates for nonprofit organizations, sales tax, and use tax.
B. Disclaimer of Warranties. LICENSOR DOES NOT PROVIDE ACCOUNTING, LEGAL OR TAX ADVICE. ANY INFORMATION GENERATED BY THE SOFTWARE, SUCH AS TAX DEADLINES, CALENDAR REMINDERS, ARTICLES, OR ADVICE ARE TO BE USED SOLELY AS GENERAL GUIDELINES AND ESTIMATES, AND ARE NOT INTENDED TO PROVIDE, AND SHOULD NOT BE RELIED ON FOR, YOUR ACCOUNTING, LEGAL OR TAX ADVICE. YOU SHOULD CONSULT YOUR OWN LEGAL OR TAX AND ACCOUNTING ADVISORS TO VERIFY THE ACCURACY OF ANY DATES AND DEADLINES INCLUDED IN CALENDARS GENERATED BY THE SOFTWARE AND ANY OTHER INFORMATION PROVIDED. LICENSOR DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN THE SOFTWARE WILL BE CORRECTED IN A TIMELY MANNER. THE WARRANTIES STATED IN THIS SECTION ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY LICENSOR. THERE ARE NO OTHER WARRANTIES RESPECTING THE SOFTWARE OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF LICENSOR HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF LICENSOR IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF LICENSOR AS SET FORTH HEREIN.
C. Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH LICENSOR IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY LICENSOR OF THE RISK OF YOUR CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE SOFTWARE. ACCORDINGLY, YOU AGREE THAT LICENSOR OR ITS AFFILIATES SHALL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE LICENSING OR USE OF THE SOFTWARE. Any provision herein to the contrary notwithstanding, the maximum liability of Licensor to any person, firm or corporation whatsoever arising out of or in the connection with any license, use or other employment of any Software delivered to You hereunder, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to Licensor by You for the Software whose license, use, or other employment gives rise to the liability. The essential purpose of this provision is to limit the potential liability of Licensor arising out of this License. The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration levied in connection with the license of the Software and any services rendered hereunder and that, were Licensor to assume any further liability other than as set forth herein, such consideration would of necessity be set substantially higher.
You shall indemnify and hold harmless Licensor, Licensor’s officers, agents, affiliates, service providers, successors, assigns and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of Your modification or enhancement of the Software or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by You, its sub-licensees, if any, its subsidiaries or their officers, employees, agents or representatives.
7. FORCE MAJEURE
Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries.
Any notice required to be given pursuant to this License shall be in writing and mailed by certified or registered mail, return receipt requested or delivered by a national overnight express service. If to Licensor, any such notice shall be addressed to:
Vertical Resources, Inc.
Re: Tax Butler End-User License Agreement
1401 Dove Street
Newport Beach, CA 92660
9. JURISDICTION AND DISPUTES
A. Any Dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through friendly consultation. Such consultation shall begin immediately after one party has delivered to the other party a written request for such consultation. If within 30 days following the date on which such notice is given the dispute cannot be resolved, then the parties shall first attempt in good faith to settle the dispute by mediation administered by Orange County, California Judicial Arbitration & Mediation Services (JAMS) under its Streamlined Arbitration Rules and Procedures. All unresolved disputes shall then be decided by final and binding arbitration pursuant to JAMS Streamlined Arbitration Rules and Procedures, and confirmed in Orange County Superior Court. Arbitration will take place exclusively in Orange County, California. This Agreement shall be governed by the laws of the State of California, without regard to conflicts of law principles. IN AGREEING TO ARBITRATION, THE PARTIES BOTH ACKNOWLEDGE THAT IN THE EVENT OF A DISPUTE EACH GIVES UP ITS RIGHT TO HAVE THE DISPUTE DECIDED IN A COURT OF LAW BEFORE A JUDGE OR JURY AND INSTEAD ACCEPTS THE USE OF MEDIATION AND ARBITRATION FOR RESOLUTION.
10. AGREEMENT BINDING ON SUCCESSORS
This License shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this License.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the License.
This License constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their License. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this License. This License shall take precedence over any other documents that may be in conflict therewith.