This is an Agreement (“Agreement”) between 360factors, Inc. (“360factors”) and the individual or the company that the individual represents who is viewing this online agreement (“End User”, “you”, or “your”). Before accessing the 360factors computer software, which contains 360factors content and content supplied to 360factors by third parties, along with associated documentation, media, and “online” or electronic documentation, and other content and updates (the “360factors Products”), you must agree to the terms contained in this License Agreement. You agree to accept these Terms by clicking the checkbox stating your acceptance of these terms and conditions or by actually using the 360factors Products. Upon your acceptance of the terms and conditions, which is implied by your continued use of the 360factors Products, 360factors grants you a license (the “License”) to use and access the 360factors Products based on the following terms and conditions:
BY ACCESSING THE 360factors PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ANY OF THE TERMS YOU SHOULD NOT ACCESS THE 360factors PRODUCTS.
1. LICENSE. 360factors grants you, subject to 360factors’s receipt of all appropriate license fees, a restricted, non-exclusive, non-transferable, revocable license to access and use the 360factors Products solely for your internal business purpose and solely from the 360factors website.
2. RESTRICTIONS. The License granted hereunder is for your internal business purpose solely. You may not transfer any of the rights granted to you under this Agreement, nor may you permit third parties, including but not limited to your subsidiaries and affiliates, to benefit from the use or functionality of the 360factors Products. Any attempt by you to transfer any of the rights, duties or obligations hereunder is void. You may not use, copy, print, modify, adapt, create derivative works from, market, deliver, rent, lease, sublicense, make, have made, assign, pledge, transfer, sell, offer to sell, import, reproduce, distribute, publicly perform, publicly display, or otherwise grant rights to the 360factors Products, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. You may not reverse engineer, disassemble, decompile, or translate the 360factors Products, or otherwise attempt to derive the source code, structural framework or the data records of the Products, or authorize any third party to do any of the foregoing. You may not remove any proprietary notices or labels from the 360factors Products. You may not make copies of the 360factors Products, copy the printed materials or documentation accompanying the 360factors Products or give copies to another person, or duplicate the 360factors Products by any other means, including electronic transmission, except as specifically set forth herein.
WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE 360factors PRODUCTS TO ANY SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
3. OWNERSHIP. The 360factors Products (including but not limited to all copyrights, patents, patent applications, trade secret rights, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other media incorporated into the 360factors Products) are the property of 360factors or its licensor(s) and supplier(s) and are protected by U.S. and international copyright and other intellectual property laws and treaties. The 360factors Products are licensed, not sold, to you for use only under the terms of this Agreement, and 360factors reserves all rights not expressly granted to you. 360factors and 360factors Products referenced in the 360factors Products are either trademarks or registered trademarks of 360factors. Other product and company names mentioned in the 360factors Products may be the trademarks of their respective owners. For clarification, you shall have no ownership or other right, title or interest in and to the 360factors Products, including but not limited to all copyright, and trademark rights, except as provided herein, such rights have been expressly reserved by 360factors. You also agree that you will be liable to 360factors for any and all costs, expenses and damages incurred by 360factors as a result of your infringement of 360factors’s intellectual property rights in or to the 360factors Products.
3.1 DATA OWNERSHIP. We respect your right to ownership of content created or stored by you. You own the content created or stored by you. We use the information we receive about you in connection with the services we provide to you and other Customers. While you are allowing us to use the information we receive about you, you always own all of your information. We do not share any information unless we have removed any of your personally identifying information from it.
4. TERM. Your right to access the 360factors Products pursuant to the terms and conditions of this Agreement begin on the start date agreed between you and 360factors when you order the 360factors Products. This Agreement is deemed accepted by you and commences upon your using the 360factors Products. The License granted to you will terminate on the earlier of the end of the last day that you are granted access to the particular 360factors Product that you licensed, or the term of the license set forth in your contract with 360factors. You agree that sections 2 (“Restrictions”), 3 (“Ownership”), 9 (“Warranty; Disclaimer”), 10 (“Limitation of Liability”), 12 (“Export Law”), and 13 (“General”) will survive termination of the License granted under this Agreement and expiration or termination of this Agreement.
5. TERMINATION. This Agreement will terminate immediately without notice to you if you breach any term or condition of this Agreement. 360factors reserve the right to modify or terminate this Agreement, or any of its services and/or product offerings at any time without notice to you. You may notify 360factors of your termination of the service provided by 360factors, your use of the 360factors Products and/or this Agreement at any time by notifying 360factors in writing; however, this Agreement will stay effective and you will be able to continue to use the product until the date of the next renewal. Further, in the event of a termination or expiration of any agreement between 360factors and a third-party supplier of content, your right to access and use such content shall expire.
6. THIRD-PARTY SOURCES. you acknowledge that the 360factors Products may incorporate information that is proprietary to one or more third parties. Such third parties and 360factors suppliers are third party beneficiaries of this Agreement with the authority to enforce those portions of this Agreement that are relevant to the agreements they have with 360factors directly against you.
7. OPEN SOURCE SOFTWARE. Certain items of software distributed with the 360factors Products are subject to the Lesser GNU General Public License (“LGPL”), Apache Public License, Mozilla Public License (“MPL”), BSD Public License, Zope Public License (“ZPL”) and MIT Public License or other “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of this Agreement. Instead, each item of Open Source Software is licensed under the terms of the end-user license that accompanies such Open Source Software. You agree to comply with the terms of the applicable Open Source Software licenses. Nothing in this document limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. In particular, nothing in this document restricts your right to copy, modify, and distribute that Open Source Software subject to the terms of the Public Licenses. As required by the terms of the Public Licenses, 360factors makes the Open Source Software provided under the Public Licenses, and 360factors’ modifications, if any, to that Open Source Software, available by written request to the following address and upon payment of the cost of distribution: 360factors 5910 Courtyard Drive Suite 170 Austin, Texas 75731
8. PRODUCTS BY 360factors. you acknowledge and agree that: (a) 360factors may, from time to time, elect to update the 360factors Products, but 360factors does not warrant or guarantee that any 360factors Products will be updated, or that any updates will be made available to you, at any time during the term of this Agreement; (b) 360factors does not assume, and expressly disclaims, any obligation to obtain and include any information in the 360factors Products; (c) 360factors is not advocating the use of any product described in the 360factors Products (or elsewhere), nor is 360factors responsible for misuse of a product due to typographical or other errors in the 360factors Products, your negligence or otherwise; (d) you agree to seek additional information on any product from the manufacturer; and (e) you will use the content included in the 360factors Products only as a reference aid, and that such content is not intended to be (nor should it be used as) a substitute for the exercise of professional judgment. In view of the possibility of human error or changes in technology, you should confirm the content in the 360factors Products through independent sources.
9. WARRANTY DISCLAIMER. THE 360factors PRODUCTS ARE PROVIDED TO YOU “AS IS” AND “WITH ALL FAULTS.” 360factors AND ITS AFFILIATES, AGENTS, DISTRIBUTORS, SUPPLIERS AND LICENSORS: (A) CANNOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR NON-INFRINGEMENT OF THE 360factors PRODUCTS PROVIDED HEREUNDER OR THAT YOUR USE OF THE 360factors PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET YOUR REQUIREMENTS OR FUNCTION IN ACCORDANCE WITH RELATED DOCUMENTATION IN EVERY COMBINATION OF HARDWARE PLATFORM, SOFTWARE ENVIRONMENT AND PRODUCT CONFIGURATION; AND (B) EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, GUARANTEES, AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY USE OF THE 360factors PRODUCTS IS ENTIRELY AT YOUR OWN RISK, INCLUDING THE RISK FOR SELECTING THE 360factors PRODUCTS TO ACHIEVE YOUR INTENDED RESULTS AND PERFORMANCE, AND FOR INSTALLATION AND USE OF THE 360factors PRODUCTS.
10. LIMITATION OF LIABILITY. EXCEPT WHERE THIS LIMITATION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, NEITHER 360factors NOR ITS AFFILIATES, AGENTS, LICENSORS, DISTRIBUTORS OR SUPPLIERS SHALL BE LIABLE UNDER ANY CLAIM, DEMAND OR ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE 360factors PRODUCTS, NOR 360factors’ PERFORMANCE OF (OR FAILURE TO PERFORM) ANY OBLIGATION UNDER THIS AGREEMENT, NOR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, DAMAGES DUE TO LOST PROFITS, LOST SAVINGS, BUSINESS INTERRUPTION COSTS, DAMAGES FROM LOSS OF BUSINESS INFORMATION OR OTHER DAMAGES CAUSED BY THE INABILITY TO USE THE 360factors PRODUCTS, EVEN IF 360factors, ITS AFFILIATES, AGENTS OR LICENSORS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES WERE FORESEEABLE. 360factors’ TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE 360factors PRODUCTS WITHIN THE PRECEEDING TWELVE (12) MONTHS. THIS LIMITATION OF DAMAGES SET FORTH HEREIN CONSTITUTES A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN 360factors AND YOU.
11. U. S. GOVERNMENT END USERS. If you are using or accessing the 360factors Products and you are a government employee, then note that the 360factors Products are a “commercial item” as that term is defined at FAR 2.101 (Oct 1995), consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with FAR. 12.212 and DFARS 227.7202 (Jun 1995), all U.S. Government end users acquire the 360factors Products with only those rights set forth herein. Any use, modification, reproduction, release, performance, display, or disclosure of the 360factors Products by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
12. EXPORT LAW. The 360factors Products and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless specifically authorized in writing by 360factors prior to any access, you agree not to export the 360factors Products including but not limited to re-exporting the 360factors Products, or any part thereof, or any process that is the direct product of the 360factors Products, to any country, person, or entity in violation of U.S. export restrictions. In any case, you will indemnify and hold 360factors harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this paragraph. Your obligations under this paragraph will survive the expiration or termination of this Agreement.
13.1 GOVERNING LAW AND VENUE. This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Texas as those laws are applied to contracts entered into and to be performed entirely in Texas by Texas residents. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be commenced in a federal court in Texas or in state court in Travis County, Texas, and each party hereto irrevocably submits to the jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains whatever right it may have to remove such suit, action or proceeding to federal court in Texas. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
13.2 PRIVACY. 360factors”s current privacy policies, available at www.360factors.com/privacy-policy, are incorporated herein by reference.
13.3 WAIVER. The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
13.4 ASSIGNMENT. Neither this Agreement nor any of your rights or obligations hereunder may be assigned by you in whole or in part without the prior written approval of 360factors. Any assignment of rights or delegation of duties in derogation of the foregoing shall be null and void.
13.5 SEVERABILITY. If any part of this Agreement is for any reason found to be unenforceable, all other parts nevertheless remain enforceable as long as a party’s rights under this Agreement are not materially affected. In lieu of the unenforceable provision, the parties will substitute or add as part of this Agreement a provision that will be as similar as possible in economic and business objectives as was intended by the unenforceable provision.
13.6 COMPLETE AGREEMENT. This Agreement is the complete and exclusive statement of the agreement between 360factors and you, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. This Agreement shall not be modified except by a subsequently dated written amendment or exhibit signed by both parties by their duly authorized representatives.
14.0 HOLDER IN DUE COURSE DISCLAIMER. Any “holder” of a consumer credit contract is subject to all claims and defenses that the debtor could assert against the seller of goods and services obtained pursuant hereto or with the proceeds hereto. Recovery by the debtor shall not exceed amounts paid by the debtor. (FTC Rule effective 5-14-76). See A.R.S. 47-3302 for more information.
14.1 GRIEVANCE PROCEDURE: If you are dissatisfied with the services that 360factors have provided for you, you may direct your written complaint, grievance, or dispute as follows:
* (a) First Level of Contact: Customer Service Department * (b) Second Level of Contact: Manager, Customer Service Department * (c) Top Level of Contact: Director, Sales and Customer Service Division * (d) Address: 360factors.com 5910 Courtyard Drive, Suite 170, Austin, TX 78731 Customer Service # 1-855-800-8240 * (e) Please provide a detailed explanation of your issues including contact information where you can be reached. You will be contacted to discuss an agreeable resolution. * (f) A different grievance procedure may apply to you if you are using the 360factors Information subject to a contract between your organization and 360factors or a 360factors distributor. In that case you should contact the appropriate person within your organization to inquire about the grievance procedure that applies to you.
14.2 You acknowledge that, in providing you with the 360factors Products, 360factors has relied upon your consent to be bound by the terms of this Agreement. You further acknowledge that you have read, understand, and agree to be bound by the terms of this Agreement. This Agreement is not, however, intended to limit any rights that 360factors may have under trade secret, copyright, patent, or other laws that may be available to it.
THE 360factors PRODUCTS ARE PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATIES. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
360factors Technologies, Inc. All Rights Reserved.