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termsuse.html
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<!doctype html>
<html lang="en">
<head>
<meta charset="utf-8" />
<title>Proferral</title>
<meta name="description" content="">
<meta name="author" content="">
<!--[if lt IE 9]>
<script src="http://html5shim.googlecode.com/svn/trunk/html5.js"></script>
<![endif]-->
<!-- Mobile Specific Metas -->
<meta name="viewport" content="width=device-width, initial-scale=1, maximum-scale=1" />
<script type="text/javascript">
var browser = navigator.userAgent;
var browserRegex = /(Android|BlackBerry|IEMobile|Nokia|iP(ad|hone|od)|Opera M(obi|ini))/;
var isMobile = false;
if(browser.match(browserRegex)) {
isMobile = true;
addEventListener("load", function() { setTimeout(hideURLbar, 0); }, false);
function hideURLbar(){
window.scrollTo(0,1);
}
}
</script>
<!-- CSS -->
<link href="includes/slider_style.css" rel="stylesheet" type="text/css">
<link rel="stylesheet" href="includes/base.css">
<link rel="stylesheet" href="includes/amazium.css">
<link rel="stylesheet" href="includes/layout.css">
<!-- Favicons -->
<link rel="shortcut icon" href="images/favicon.ico">
<link rel="apple-touch-icon-precomposed" href="images/apple-touch-icon.png">
<link rel="apple-touch-icon-precomposed" sizes="72x72" href="images/apple-touch-icon-72x72.png" />
<link rel="apple-touch-icon-precomposed" sizes="114x114" href="images/apple-touch-icon-114x114.png" />
<!-- To Top scripts -->
<script src="https://ajax.googleapis.com/ajax/libs/jquery/1.7.2/jquery.min.js"></script>
<script>
// Document ready shorthand statement
$(function() {
$('.link').click(function() {
var id = $(this).attr('href');
$('html,body').animate({ scrollTop: $(id).offset().top }, 'slow');
// Prevent default behavior of link
return false;
});
});
</script>
<script src="includes/jquery.easing.1.3.js" type="text/javascript"></script>
<script src="includes/jquery.ui.totop.js" type="text/javascript"></script>
<script type="text/javascript">
$(document).ready(function() {
$().UItoTop({ easingType: 'easeOutQuart' });
});
</script>
<style type="text/css">
<!--
-->
</style>
</head>
<body>
<!-- TopNav Start -->
<div id="top_navarea">
<div class="container bgGrey">
<div class="row">
<div class="grid_4"><a href="index.html"><img src="images/ProferralLogo.png" alt="Proferral Logo" border="0"></a></div>
<div id="topNav" class="grid_8">
<ul>
<li><a href="index.html#about" class="link" title="About">About</a></li>
<li><a href="index.html#features" class="link" title="Features">Features</a></li>
</ul>
</div>
</div>
</div>
</div>
<!-- TopNav End ------------------------------->
<!-- Registration Start -->
<!-- Registration End ------------------------->
<!-- About Start -->
<!-- About End ------------------------->
<!-- Testimonials Section-->
<!--<div id="testimonials">
<div class="container margin_top_60 ">
<div class="row">
<div class="grid_11 sectionhead">
<h2>Testimonials</h2>
</div>
</div> <div class="row ">
<div class="grid_4 bgBlue nomargin">
<h2>What do people say about Proferral?</h2>
</div>
<div class="grid_7 bgGrey nomargin">
<h3>Heading 3 tag</h3>
<p>Compellingly impact competitive action items rather than standards compliant outsourcing. Continually fabricate cross-platform technol</p>
<br/>
</div>
</div>
<div class="row">
<div class="grid_11 sectionhead margin_top_35">
<h3>Some Businesses Who Use Proferral</h3>
</div>
</div>
</div>
<div class="container bgGrey">
<div class="row">
<div class="grid_10_center">
<img src="images/templogos.png" alt="logos" class="max-img">
</div>
</div>
</div>
</div>
</div>-->
<!-- Testimonials Section End -------------------------------------------------------->
<!-- Features Start -->
<div id="features">
<div class="container margin_top_30">
<div class="row">
<div class="grid_11 sectionhead">
<h2>Terms of Use</h2>
</div>
</div>
</div>
<div class="container ">
<div class="row">
<div class="grid_12"></div>
<p> </p>
<div class="grid_12">
<div class="grid_11 ">
<h3>PROFERRAL SUBSCRIPTION AGREEMENT</h3><br>
<p>
PRIOR TO USE OF THE SOFTWARE SUBJECT TO THIS MOBILE APPLICATION SUBSCRIPTION AGREEMENT (“Agreement”), PLEASE READ THIS DOCUMENT CAREFULLY. This is a binding legal contract between the individual or entity who has accepted this Agreement online (“Subscriber”) and Grapnel Mobile, Inc., an Iowa Corporation whose principal office is located at 6905 Vista Drive, West Des Moines, Iowa 50265 and which does business as Iapps24 (“Iapps24”). Subscriber and Iapps24 may individually be referred to as a “Party” or collectively as the “Parties.” This Agreement is effective immediately upon Subscriber’s acceptance of the terms set forth herein. Subscriber agrees that, by using this software hereupon, Subscriber is expressly accepting all terms of this Agreement, and to be bound by such terms.<br>
<br>
<br>
NOTICE: Iapps24 and the Software are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unauthorized reproduction or distribution of the Software, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. The Software is licensed pursuant hereto, and nothing herein shall be construed to indicate a sale of the Software.<br>
<br>
<br>
IN CONSIDERATION of the promises contained herein, the Parties agree as follows:<br>
<br>
<br>
<br>
<h4>1. Definitions.</h4> <br>
</p>
<p>a. “Software” means the mobile application and computer software programs and associated documentation in object code format that are created and offered by Iapps24 through license or subscription. <br>
</p>
<p>b. “Use” means the loading, accessing, copying (to the extent permitted herein), employment, utilization, storage or display of the Software solely for Subscriber’s business purposes by Subscriber, Subscriber’s employees, customers, consumers, or by independent contractors hired by Subscriber, each of whom have a subscription granted pursuant to Section 2 hereof and have agreed in writing to comply with the terms of this Agreement. For the avoidance of doubt, the term “business purposes,” as used herein, does not include, among other things, the right to (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to third party privacy rights; or (c) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. Subscriber agrees to report immediately to Iapps24, and to use best efforts to stop immediately, any unauthorized copying or distribution of the Software that is known or suspected by Subscriber.<br>
<br>
<br>
<h4> 2. Subscription, Services and Fees.</h4> <br>
</p>
<p>a. Subscription Fee. In consideration for the Software subscription and services granted under this Agreement, Subscriber agrees to pay Iapps24 pursuant to the subscription services plan and pricing plan, as selected by Subscriber at http://proferral.net/pricing. By upgrading account through app store the Subscriber agrees to pay the Subscription Fee which corresponds to designated subscription services plan and pricing plan as selected by Subscriber. <br>
<br>
No additional services will be accepted as a part of the scope of this Agreement. Any changes in services outside of the scope of this Agreement must be agreed to in writing by both parties, and shall be billed by Iapps24 to Subscriber pursuant to a newly selected subscription services plan and pricing plan, or pursuant to a Schedule of Payment attached to such written document reflecting the change(s) in services. <br>
<br>
b. Subscription Scope and Support Services. Iapps24 agrees to provide access to all default modules that are part of the basic application functions and that are required to provide professional services, support, consulting and development services pursuant to this Agreement. Subscriber agrees to pay for any other optional third party services provided by Iapps24 through its partners. <br>
</p>
<p>c. Unpaid Fees. Fees not paid by Subscriber pursuant to the Schedule of Payment, or those not paid pursuant to an automatic renewal of this Agreement, will be subject to a finance charge at the rate of one and one half percent (1.5%) per month on any outstanding balance, or the maximum amount permitted by law, whichever is greater, in addition to all collection expenses, including reasonable attorneys’ fees. <br>
</p>
<p>d. Security of Payment. As a condition to its subscription, Subscriber must provide Iapps24 with a valid credit card number or approved billing information. Subscriber agrees to provide Iapps24 with complete, accurate and current billing and contact information. In the event any such billing or contact information becomes incomplete or inaccurate, Subscriber agrees to immediately provide Iapps24 with current and accurate information.<br>
<br>
<br>
e. Service Implementation. Subscriber agrees to use the Software only through its website or Software application. Iapps24 reserves approval authority as to the implementation and use of the Software. Iapps24 may suspend the Software in the event that Iapps24 finds any implementation issues with the Software. Such suspension shall remain in effect until Subscriber corrects any issues specified by Iapps24 and a suspension pursuant hereto shall not relieve Subscriber of its payment obligations under the Agreement.<br>
<br>
<br>
f. Registration. Subscriber agrees to provide Iapps24 with current, complete and accurate registration information for the Software and to maintain and properly update such information.<br>
<br>
<br>
<h4>3.Terms.</h4>
</p>
<p>The initial term (“Term”) of this Agreement shall begin on the date Subscriber’s Software is activated and goes “live” for the first time (“Activation Date”) and shall continue uninterrupted for a period of one (1) month. The Term of this Agreement shall renew automatically, without requirement of any affirmative act of either Party, upon expiration of the initial Term or any subsequent Term.<br>
<br>
<br>
<h4> 4. Tools Agreement.</h4></p>
<p> If Subscriber ever enters into a Tools Agreement with Iapps24, the Parties hereby acknowledge that the terms of this Agreement and the Tools Agreement between the Parties shall both be given full force and effect to the greatest extent possible. In the event that this Agreement and the Tools Agreement between the Parties are incompatible or otherwise conflict with one another, the Parties agree that the terms of this Agreement shall prevail, but only with respect to those terms or provisions wherein a conflict exists, and all non-conflicting terms and provisions shall be given full force and effect. Subscriber further acknowledges that, in the event Subscriber enters into a Tools Agreement with Iapps24, Subscriber’s Tools Agreement with Iapps24 shall be contingent upon Subscriber maintaining this Agreement with Iapps24 for mobile application subscription and, if this Agreement were to be terminated for any reason by either party, Subscriber’s Tools Agreement would be terminated until such time as this Agreement is recommenced or a subsequent Mobile Application Subscription Agreement is effectuated between the Parties.<br>
<br>
<br>
The terms and provisions of this Article are not intended in any manner to reduce or otherwise restrict the termination provisions set forth in this Agreement and any Tools Agreement between these Parties. <br>
</p>
<p><h4>5. Restrictions and Acknowledgement.</h4> <br>
</p>
<p>a. Ownership. Subscriber acknowledges and agrees that Iapps24 owns all right, title, and interest in and to the Software, including all copyrights therein. The Software is offered to Subscriber pursuant to a subscription, and it is not sold, by Iapps24 to Subscriber, subject to each of the terms, conditions, and restrictions of this Agreement.<br>
</p>
<p>b. Restrictions. Subscriber agrees that Subscriber will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or web site; (iv) make more copies of the Software or any portion thereof than permitted pursuant to Section 3 hereof, except as reasonably necessary for backup purposes; provided, however, that each copy of the Software must contain each of the original trademarks, logos, copyrights, or other proprietary notices, legends, symbols or labels in the Software (the “Proprietary Marks”); (v) remove or alter any Proprietary Marks; (vi) Use or distribute the Software in violation of any applicable laws, regulations or export restrictions; or (vii) possess or Use the Software in any format other than machine-readable format. Also, Subscriber agrees to maintain records documenting the location of each copy made of the Software.<br>
</p>
<p>c. Reservation of Right. Iapps24 expressly reserves the right to add, change, remove, delete, or otherwise amend functionalities of the Software when such amendments are performed by Iapps24: (1) in an effort to achieve successful acceptance to the Apple mobile application application process; or (2) in an effort to address trademark and/or copyright issues with the Software or its use. <br>
</p>
<h4> 6.Proprietary Interests. </h4>
<p>Subscriber acknowledges that Iapps24 owns all right, title and interest in and to the Software, including without limitation, all United States and international patent rights, copyrights, trademark rights, trade secret rights, and all other rights pertaining thereto. Subscriber will not have or acquire any rights or interests in or to the Software except as expressly granted in this Agreement. Subscriber acknowledges that the Software contains proprietary information and trade secrets of Iapps24. Subscriber will not take any actions inconsistent with Iapps24′s ownership of each of Iapps24′s rights in and to the Software. All rights in the Software not explicitly granted herein, are reserved by Iapps24.<br>
</p>
<p>7. Confidential Information. Each of Iapps24 and Subscriber, as a Receiving Party (as defined below) shall hold confidential, not use except as otherwise authorized herein and protect from disclosure to unauthorized third parties the Confidential Information (as defined below) of the Disclosing Party (as defined below). In the event that the Receiving Party is required by law to disclose Confidential Information of the Disclosing Party, the Receiving Party shall provide the Disclosing Party with prompt written notice of such pending disclosure. For purposes hereof, “Confidential Information” shall mean any information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that relates to such Disclosing Party’s business affairs, internal operations, personnel, financial matters, technology, research and development, product plans or offerings, markets, or know-how. Confidential Information shall not include information: (i) that was publicly available, or that subsequently becomes publicly available, except by wrongful disclosure hereunder by the Receiving Party; (ii) that was in the Receiving Party’s possession prior to receipt of the same hereunder; (iii) that was received from a third party who was not known by the Receiving Party to be under any obligation of confidentiality with respect to such information; (iv) that can be proven to have been independently developed by the Receiving Party; (v) that is furnished by the Disclosing Party to a third party without restriction on the third party’s right of disclosure; (vi) that is approved in writing for release by the Disclosing Party; or (vii) is required to be disclosed by order of court or law. For the avoidance of doubt, each of Iapps24′s Software, this Agreement, the Subscription Fee and the Renewal Fee is Confidential Information.<br>
</p>
<p>8. Compliance Audit. Subscriber agrees that upon request from Iapps24 or Iapps24′s authorized representative, Subscriber will within three (3) days, fully document, certify and prove to Iapps24 that use of the Software is in conformity with Subscriber’s subscription pursuant hereto. Also, Subscriber grants Iapps24 the right to verify periodically Subscriber’s subscription information contained in Iapps24′s modules and databases, which verification may be performed automatically by the Software or by Subscriber providing Iapps24 with whatever information Iapps24 reasonably requires in order to complete such verification.<br>
</p>
<p>9. Maintenance Services and Updates. In consideration for the subscription hereto, Iapps24 shall provide the services set forth below during the normal business hours of 9:00 A.M. to 5:00 P.M. CST time, Monday through Friday, excluding holidays celebrated by Iapps24. Iapps24 shall provide the maintenance services for a certain version of the Software from the Activation Date until such time as Iapps24 retires such version. IAPPS24 IS NOT LIABLE FOR THE COST OF ANY RESOURCES DIRECTLY OR INDIRECTLY ALLOCATED BY SUBSCRIBER TO THE INSTALLATION AND DEPLOYMENT OF THE PRODUCT.<br>
</p>
<p>a. Error Notice and Correction. Subscriber shall notify Iapps24 of the existence of errors in the Software within a reasonable time after such errors first become known to and verified by Subscriber. Further, Iapps24 shall use reasonable efforts to correct any errors identified by Subscriber, provided that such errors are reproducible by Iapps24. In order to assist Iapps24 in the correction of such errors, Subscriber shall install and maintain, at Subscriber’s expense, a means for Iapps24 to connect remotely to the Subscriber’s system.<br>
</p>
<p>b. Updates. Iapps24 shall deliver to Subscriber any updates to the Software that Iapps24 makes generally available to Iapps24′s subscribers to this mobile application. If Software updates are issued by Iapps24 to Subscriber, Iapps24 shall promptly install and replace earlier versions of the Software with such updates. In order to assist Iapps24 in the correction of errors and the delivery of updates, Subscriber shall install and maintain, at Subscriber’s expense, a means for Iapps24 to connect remotely to Subscriber’s system.<br>
</p>
<p>10. Customer Data. Iapps24 shall not own or disseminate any data, information or material that Subscriber submits to, or processes with, the Software in the course of using the Software (the “Customer Data”). Subscriber is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and sole intellectual property ownership thereof. Iapps24 is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store or secure any Customer Data. <br>
</p>
<p>11. Service Interruption. Subscriber acknowledges and accepts that Iapps24′s services may be subject to certain limitations, delays, interruptions of service, and other problems inherent in the use of the internet and electronic communications in your system. Iapps24 is not responsible for any delays, delivery failures, interruptions of service, or other damages resulting from such problems. Subscriber further acknowledges that Iapps24 makes no guarantees, does not warranty, and is free from liability for any interruption in service, no matter the term of such interruption, resulting from the application process with Apple for mobile applications, or resulting from the rejection by Apple of the mobile application. <br>
</p>
<p>12. Warranty Disclaimer. THE SOFTWARE, INCLUDING THE MAINTENANCE SERVICES ASSOCIATED THEREWITH AND THE UPDATES, IF ANY, ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. THE REPRESENTATIVES SPECIFICALLY DO NOT WARRANT THAT THE SOFTWARE IS FREE FROM BUGS, VIRUSES, INTERRUPTION OR OTHER PROGRAM LIMITATIONS. FURTHERMORE, THE REPRESENTATIVES DO NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS NOR DO THEY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SOFTWARE OTHER THAN AS MENTIONED IN THE DOCUMENTATION PROVIDED THEREWITH.<br>
</p>
<p>13. Limitation of Liability. Except as provided below, the remedies and rights of the Parties described in paragraph 12 herein shall be the sole and exclusive remedies of the Parties in the event of a breach of this Agreement. In no event will Iapps24 or any representative thereof be liable to Subscriber or any other party for any (a) special, indirect, incidental, exemplary, consequential or punitive damages arising from or related to the Software or the use thereof, the maintenance services, the updates, if any, or to the performance of this Agreement, including but not limited to, damages for loss of data, loss of use, or loss of profits, even if Iapps24 or its representative has been advised in advance of the possibility of such loss or damages. Further, in no event will any representative’s total cumulative liability to subscriber or any other party for claims, losses, or damages of any kind, whether based on contract, tort, negligence, or otherwise, arising out of or related in any way to this Agreement or the Software, exceed the Subscription Fee Subscriber paid to Iapps24 for the Software as of the date of the claim, loss or damage. Subscriber shall not be liable for any indirect, incidental, consequential, special or other damages (including loss, profits or savings) resulting from or in connection with this Agreement whether in an action based on contract or tort, including negligence or strict liability and even if Iapps24 has been advised of the possibility of such damages as long as the Subscriber is fully complying with Section 4 (Restrictions and Acknowledgement), Section 5 (Proprietary Interests) and Section 6 (Confidential Information). <br>
</p>
<p>14. Indemnification. Either party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party (the “Indemnified Party”), its affiliates, officers, directors, employees, consultants, representatives and agents from any and all claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys’ fees) arising from the Indemnifying Party’s use or misuse of the Software, violation of this Agreement, or infringement of any intellectual property rights or other rights of any person or entity.<br>
</p>
<p>15. Risk Free Period. For the first thirty (30) days following the Activation Date Subscriber shall be able to terminate this Agreement without cost to Subscriber (“Risk Free Period”). To terminate this Agreement during the Risk Free Period, Subscriber must provide Iapps24 with a written notice of termination of the Agreement (“Termination Notice”) which shall state a date on which the Agreement shall terminate (the “Termination Date”). To be eligible for the Risk Free Period, the Termination Notice must occur during the Risk Free Period. Upon successful termination during the Risk Free Period, Iapps24 shall have twenty (20) days from the Termination Notice to refund in full Subscriber for its Subscription Fee. <br>
<br>
16. Termination by Subscriber. Subscriber may at any time provide Iapps24 with a Termination Notice which shall state the Termination Date. Regardless of the cause, or lack thereof, for such termination of this Agreement, Subscriber shall owe Iapps24 for the prorated Subscription Fee for the remainder of the month of the Termination Date, as well as the two subsequent months following the Termination Date (“Termination Penalty”). The Termination Penalty shall be calculated based upon the standard services fee as of the Termination Date, regardless of whether Subscriber received a discounted or otherwise reduced Subscription Fee. Grapnel Mobile shall not be required to provide any Services after the Termination Date.<br>
</p>
<p>17. Termination by Iapps24. <br>
</p>
<p>a. With Cause: If Subscriber shall fail to make any payment when due, including without limitation automatic renewal payments, then upon such non-payment Iapps24 may provide Subscriber with written notice of such non-payment (the “Default Notice”) and unless Subscriber shall pay Grapnel Mobile the amount due within three (3) business days of the issuance of the Default Notice (the “Default Period”), Subscriber shall be deemed to have terminated the Agreement, and Grapnel Mobile shall be entitled to payment from Subscriber as if Subscriber had issued a Termination Notice to Grapnel Mobile on the due date of the payment.<br>
</p>
<p>b. Without Cause: Iapps24 reserves the right to terminate this Agreement at any time for any reason whatsoever, or for no reason at all. In the event that Iapps24 terminates this Agreement Without Cause, Iapps24 shall provide Subscriber with a Termination Notice which shall state the Termination Date. If Iapps24 terminates this Agreement Without Cause, Subscriber shall not be liable for Subscription Fees after the Termination Date and, in the event that Subscriber has prepaid its Subscription Fee in accord with this Agreement, Iapps24 shall refund Subscriber in an amount equal to the unused prorated amount of Subscriber’s Subscription Fee. <br>
</p>
<p>18. Change Orders. Any change, addition, alteration, or amendment otherwise to the Services considered in the Agreement shall be agreed to by both parties through a Written Change Order. Such Written Change Order shall clearly set forth the original Services considered in this Agreement, the proposed changes to the Services, the date of the change, and a signature from each of the Parties herein. Such Written Change Order shall be agreed to by the Parties, and signed by each, prior to any change in the Services is performed. In the event that no change agreement is able to be reached by the Parties, either no change to the Services will result or, in the alternative, the Parties can avail themselves of the remedies set forth in paragraphs 16 and 17 of this Agreement. <br>
</p>
<p>19. Enforcement. This Agreement is to be performed in whole or in part in Polk County, Iowa, and shall be enforceable in the Iowa District Court for Polk County or the United States District Court for the Southern District of Iowa.<br>
</p>
<p>The Parties to this Agreement agree that in the event that it shall be necessary to enforce the terms of this Agreement that, in addition to, and not in lieu of, any other relief to which they may otherwise be entitled, injunctions, and judgments of specific performance may be awarded.<br>
To the maximum extent allowed by law, the Parties to this Agreement waive the posting of any bond.<br>
</p>
<p>If any Party to this Agreement shall seek counsel to enforce the terms hereof, then, in addition to, and not in lieu of, any other relief to which they may be entitled, the prevailing Party shall be entitled to receive reimbursement of their attorneys’ fees (regardless of whether it is ultimately necessary to institute litigation on such matter), expert witness fees (including travel and lodging, if necessary) and court costs (if any) from the other. If the Parties are unable to agree on which Party has prevailed, then such determination shall be made by binding arbitration conducted in accordance with the rules of the American Arbitration Association, or such other rules as the Parties shall agree.<br>
</p>
<p>20. Construction/Captions. This Agreement is made in Iowa, to be performed in Iowa and shall be construed in accordance with Iowa law. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement. <br>
</p>
<p>21. Time is of the Essence. TIME IS OF THE ESSENCE IN THIS AGREEMENT. <br>
</p>
<p>22. Mutual Representations and Warranties. Each of the Parties hereby make the following representations, warranties and covenants to all of the other Parties which shall survive execution of this Agreement indefinitely: <br>
</p>
<p>a. They have read this document;<br>
<br>
b. They understand their obligations pursuant to this Agreement, and agree to fully perform their obligations as described herein;<br>
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c. Prior to acceptance hereof, they have sought such independent counsel and advice as they deem necessary;<br>
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d. They have accepted this document as their voluntary act and deed; <br>
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e. That each Party is fully authorized to accept this document; and<br>
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f. That all requisite consents have been obtained prior to execution hereof, and that the execution and compliance herewith does not violate any statute, ordinance rule or contract which is binding upon such accepting Party.<br>
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g. They acknowledge that Samuel I. Kreamer and Bradley C. Neal, and the Kreamer Law Firm, P.C., law firm have represented Iapps24 and not Subscriber.<br>
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23. Notice. Any notice required or permitted to be given pursuant to this Agreement, or any legal notice given with regard to this Agreement, shall be given to the applicable Party at the address indicated herein, or such other address as any party shall have provided the other at any time and from time to time in writing. Notices shall, unless otherwise specified in writing, be given in written form, and may be transmitted by regular mail, certified mail, overnight carrier, facsimile, or e-mail. An additional copy of all notices shall be given to Bradley C. Neal and Samuel I. Kreamer, Kreamer Law Firm, P.C. 7155 Lake Drive, Suite 200, West Des Moines, Iowa 50266; e-mail address: [email protected]; [email protected].<br>
</p>
<p>24. Non-Exclusivity. This Agreement is non-exclusive and Iapps24 may undertake the obligation to provide goods and/or services to unrelated entities and/or individuals as Iapps24 desires. Iapps24 does not have to devote his/her/its full time and attention to performing services under this Agreement. Iapps24 is free to make services available to the general public and to seek out other business opportunities in addition to those considered in this Agreement.<br>
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<p>25. Relationship Between Parties. Iapps24 is retained by Subscriber only for the purposes and to the extent set forth in this Agreement. Its relation to Subscriber during the term hereof, shall be that of an independent contractor and not as an employee, partner, franchisee or joint venturer. <br>
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<p>Subject to the terms hereof, Iapps24 shall be free to dispose of such portions of its entire time, energy, and skill during regular business hours as it wishes and deems necessary, subject only to making adequate time available to perform its duties under this Agreement. Subscriber does not require Iapps24 to work on a full time basis to complete the services of this Agreement.<br>
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Iapps24 shall be free to determine the sequence of work necessary to complete the services considered in this Agreement. <br>
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Subject to the terms of this Agreement, Iapps24 shall perform his/her/its duties at such time and in such manner as Iapps24 deems appropriate, thereby giving Iapps24 full flexibility of its schedule. Iapps24 is under no obligation to provide progress reports to Subscriber. <br>
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Iapps24 shall provide for its own costs and expenses incurred as a result of this Agreement including, but not limited to, materials, equipment, tools, training and travel.<br>
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Subscriber in no way affects Iapps24’s realization of profit or loss as a result of this Agreement. <br>
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Iapps24 shall maintain complete control of its work, and that of its employees, agents, consultants, and independent subcontrators, including all decisions of whom Iapps24 employs, subject only to successful completion of its duties under this Agreement. <br>
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To the extent that the services considered in this Agreement can be performed away from Subscriber’s location, Iapps24 is free to perform such services away from Subscriber’s location. <br>
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Iapps24 shall be solely responsible for all insurance it deems necessary and appropriate including, without limitation, unemployment insurance, property and casualty and public liability insurance. Iapps24 shall maintain workers’ compensation insurance, with respect to Iapps24 and its employees, if any, engaged in performance of this Agreement. <br>
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Iapps24 shall be solely responsible for payment and/or withholding of all income taxes attributable to its income from Subscriber. <br>
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Iapps24 shall not be entitled to participate in any benefit plans, arrangements, or distributions by Subscriber pertaining to or in connection with any pension, stock, bonus, profit sharing, or similar benefits for its regular employees. <br>
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Any perceived continuity of relationship between the parties shall be the result of multiple, sequential projects, similar to that which is considered in this Agreement, and not the result of a continuous relationship between the parties. <br>
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With regard to the work considered by this Agreement, and subject to the terms of Paragraph 2 hereof, Iapps24 shall be solely responsible for determining when to do the work, what tools or equipment to utilize to do the work, what workers to hire to assist with the work, where to purchase supplies and services necessary to complete the work, what work must be performed by a specified individual, and what order or sequence to follow to complete the work. <br>
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26. Severability. Any provision hereof which cannot be enforced or reformed, shall be deemed to be severed from the remaining portions, provisions or parts of this Agreement, and shall not affect the validity or enforceability of such remaining portions, provisions or parts of this Agreement. <br>
</p>
<p>27. Amendment. Iapps24 reserves the exclusive right to unilaterally amend and/or modify the terms and provisions of this Agreement at any time, and as many times as Iapps24 deems necessary, in its sole opinion. Upon any amendment pursuant hereto, Iapps24 must provide Subscriber with written notice of the same within thirty (30) days of such amendment. <br>
</p>
<p>28. Assignment/Binding Effect. No party may assign their rights and/or duties under this Agreement without the prior written consent of the other Party or Parties. No assignment shall relieve the assignor of obligations hereunder. This Agreement shall be binding on the Parties and their successors. <br>
</p>
<p>29. Entire Agreement. This Agreement embodies the entire Agreement of the Parties hereto and there are no promises, terms, conditions, or obligations other than those contained herein, and this Agreement supersedes all previous communications, representations or agreements, whether oral or written, between the Parties. <br>
</p>
<p>30. Additional Instruments. Each of the Parties hereto agrees to execute any and all further instruments and documents and to take all further actions as the other parties may hereafter reasonably require in order to effectuate the terms and purposes of this Agreement. <br>
</p>
<p>31. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. <br>
</p>
<p>THIS IS A BINDING LEGAL CONTRACT. BY USING THIS SOFTWARE I ACKNOWLEDGE THAT I HAVE HAD SUFFICIENT TIME TO READ THE ENTIRETY OF THIS MOBILE APPLICATION SUBSCRIPTION AGREEMENT, THAT I HAVE READ THE ENTIRE MOBILE APPLICATION SUBSCRIPTION AGREEMENT, AND THAT I ACCEPT AND AGREE TO THE TERMS AND PROVISIONS SET FORTH THEREIN. MY ACCEPTANCE OF THE SAME SHALL BE EFFECTIVE IMMEDIATELY UPON REGISTERING MY ACCOUNT, AND MY OBLIGATIONS PURSUANT TO THIS MOBILE APPLICATION SUBSCRIPTION AGREEMENT SHALL COMMENCE IMMEDIATELY.</p>
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