IMPORTANT - READ CAREFULLY
This Terms of Service (“TOS”) and End-User License Agreement (“EULA”) is entered into under a service agreement (the “SERVICE AGREEMENT”) between you and WONDERFUL COLLECTIVE, LLC (“The Company”), or an authorized WONDERFUL COLLECTIVE, LLC reseller. This EULA is a legal agreement that allows you to use The Company’s software that is described in the SERVICE AGREEMENT (the “SOFTWARE”) in connection with your use of the The Company’s application(s) or services that are described in the SERVICE AGREEMENT (the “SERVICES”). BY INSTALLING, ACCESSING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, ACCESS OR USE THE SOFTWARE.
The SOFTWARE is protected by U.S. and foreign pending patents. The SOFTWARE is also protected by trade secret laws, U.S. copyright laws, international copyright laws and treaties, and other intellectual property laws and treaties.
Any breach or violation of this EULA by you will be and constitute a breach and violation of the TOS by you.
Your rights to use the SOFTWARE are strictly limited to those that are expressly set forth in the TOS and this EULA. The Company hereby reserves all other rights relating to the SOFTWARE. The SOFTWARE is licensed, not sold.
1. GRANT OF LICENSE.
The Company grants you a license to use the SOFTWARE in accordance with, and subject to, the terms of this EULA. If you are using the SERVICES by way of The Company’s application service provider (ASP) offering, you may use the SOFTWARE only as hosted by The Company on yours or The Company’s computers and mobile devices. If you are not using the SERVICES by way of The Company’s application service provider offering, you may install a single copy of the SOFTWARE on a single computer or mobile device, as instructed by The Company.
2. RESTRICTIONS AND LIMITATIONS
You may only use the SOFTWARE in the manner expressly provided in this EULA. You may not use the SOFTWARE for any purpose that is not expressly permitted in this EULA.
You may only use the SOFTWARE as a part of your use of the SERVICES. You may not use the SOFTWARE to process data for any other person unless you are expressly permitted to do so under the terms of the TOS.
You may not modify, copy, duplicate, reproduce, reverse engineer, decompile, disassemble, separate, adapt, or translate the SOFTWARE, reduce the SOFTWARE to human readable form, or create derivative works based on the SOFTWARE.
You may not sell, lease, lend, license, sub-license, or otherwise assign or distribute the SOFTWARE or any right to use the SOFTWARE.
This EULA does not grant you any rights to use any trademark or service mark of The Company.
3. ADDITIONAL SOFTWARE
The Company may provide you with support services related to the SOFTWARE (“SUPPORT”). Any supplemental software provided to you as SUPPORT will be a part of the SOFTWARE and subject to the terms of this EULA. Any technical information that you provide to The Company in connection with any SUPPORT may be used by The Company for its business purposes, including for product support and development. Any updates, additions, and supplements that may be provided to you with regard to the SOFTWARE (“SUPPLEMENTS”) will, regardless of the manner or form in which you receive them, be a part of the SOFTWARE and subject to the terms of this EULA; provided, however, that if SUPPLEMENTS are provided to with a separate license agreement, that separate license agreement will govern those SUPPLEMENTS.
4. U.S. GOVERNMENT RESTRICTED RIGHTS
The SOFTWARE is licensed to you under this EULA with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. The manufacturer of the SOFTWARE is Wonderful Collective, LLC.
5. EXPORT RESTRICTIONS
You may not export or re-export the SOFTWARE to any country, person, entity or end user subject to U.S. export restrictions.
Notwithstanding anything contained in the SERVICE AGREEMENT to the contrary, and without limiting any other rights or remedies available to The Company, The Company may immediately terminate this EULA if you violate any of the terms of this EULA.
7. WARRANTY AND LIMITATIONS
The Company warrants to you that (a) the SOFTWARE does not infringe upon any patent or copyright belonging to any person, and (b) during the term of the SERVICE AGREEMENT, the SOFTWARE will perform substantially as is necessary for the performance of the SERVICES under normal and intended usage conditions; provided, however that (i) The Company’s sole and exclusive obligation as to any claim under these warranties is the repair or replacement (at The Company’s option) of the SOFTWARE within a commercially reasonable time following The Company’s substantiation of such claim, and (ii) The Company will have no obligation under these warranties with respect to (1) any modification to the SOFTWARE by any person other than The Company (including you), or (2) any repair or replacement of the SOFTWARE that is necessitated by misuse, abuse, damage or neglect by you or a person for whom the SERVICES are performed.
EXCEPT FOR THE WARRANTIES MADE BY THE COMPANY IN THIS SECTION 7, THE COMPANY DOES NOT MAKE ANY WARRANTY TO YOU OR ANY OTHER PERSON, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY RELATING TO CONDITION, ACCURACY, RELIABILITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL SUCH WARRANTIES.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, PROFITS OR OPPORTUNITY) RELATING TO THIS EULA OR YOUR USE OF THE SOFTWARE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. GOVERNING LAW
This EULA is governed by the laws of the United States and the State of California, without regard to the laws of any jurisdiction that concern choice or conflict of laws.
10. ENTIRE AGREEMENT/SEVERABILITY
This EULA and the SERVICE AGREEMENT constitute the entire agreement between you and The Company relating to the SOFTWARE and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the SOFTWARE. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions of this EULA will continue in full force and effect.