IMPORTANT! Your access to and use of the RRS REMINDERS SERVICE through the www.rrsreminders.com website (“Website,” and such services obtained through the website, the “Service”) is licensed to you only on the condition that you agree to the terms and conditions set forth below. PLEASE READ THE TERMS OF THIS END-USER LICENSE AGREEMENT (“EULA”) CAREFULLY.
IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, PLEASE CLICK ON THE BOX ON THIS PAGE LABELED “I ACCEPT,” AT WHICH TIME YOU WILL BE ABLE TO ACCESS THE SERVICES.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE CLICK ON THE BOX ON THIS PAGE LABELED “I DO NOT ACCEPT,” WHICH WILL RETURN YOU TO THE PREVIOUS WEB PAGE WITHOUT BEING ABLE TO ACCESS THE SERVICES.
The RRS REMINDERS Services that you are about to access was developed by RRS REMINDERS LLC, a California limited liability company (“RRS REMINDERS”) to assist small companies in helping to calendar reminder dates so that the companies can make certain filings. This EULA sets forth the terms under which you, as an individual or entity authorized by RRS REMINDERS (or, for entities, any employee you authorize to use the Services) (“you” or “User”), may use the Services. The “Agreement” consists of this EULA, the Terms of Use, the Privacy Policy and the Subscription Form in which you entered your order and payment information.
Access to the Website and use of the Services is by permission of RRS REMINDERS only, and only for subscribers who accept the Agreement. RRS REMINDERS may grant or withhold approval in its sole discretion. If RRS REMINDERS approves you for access to the Website and use of the Services, RRS REMINDERS will issue to you a user identification (the “User ID”) and a password (the “Password”) that will authorize your access to the Website and use of the Services for the term of the Agreement.
Based on the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and RRS REMINDERS agree as follows:
1. NATURE OF AGREEMENT. The Agreement is a legal contract made between you and RRS REMINDERS. The Agreement contains the terms and conditions that you must comply with if you wish to access and use the Website and the Services.
2. LICENSE GRANT. RRS REMINDERS hereby grants to you a nonexclusive, nonassignable, nonsublicensable license, for your internal use only, for the term of the Agreement, to access and use the Website and the Services and any user’s guides, specifications, and other related documentation available online (the “Documentation”), subject to the terms and conditions of the Agreement. The licenses granted herein are conditioned upon payment in full for access to the Website and the Services in advance pursuant to the Subscription Form. The subscription fee paid upon User’s submission of the Subscription Form shall be deemed earned upon your submitting the Subscription Form for payment and shall be non-refundable unless you cancel the Services prior to expiration of the 7-day trial period described in the Subscription Form.
3. OWNERSHIP OF SERVICES. RRS REMINDERS retains all rights to the Website, Services and the Documentation not specifically granted in the Agreement. RRS REMINDERS owns, or has the right to use and provide, access to and use of the Website, the Services and the Documentation and all copyright and other intellectual property rights therein, and the Agreement does not transfer to you any title to or any proprietary or intellectual property rights in or to the Website, the Services, any updates or derivative works thereto, or the Documentation, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, except for the rights expressly granted in the Agreement. The Website, the Services and the Documentation are protected by United States laws and international treaty provisions.
YOU MAY NOT USE, COPY, OR MODIFY THE SERVICES, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
4. RESTRICTIONS. To the maximum extent permitted by law, you shall not (a) modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Website or the Services; (b) rent, lease, loan, sell, sublicense, distribute, transmit, or otherwise transfer access to the Website or the Services to any third party; (c) make any copy of or otherwise reproduce the Website or Services (or any of the browser screens comprising any of the user interfaces) except for those copies necessarily made by the personal computer and Internet browser that are running the Website/Services; (d) use the Website or Services to provide service bureau or time-sharing services; or (e) disclose your User ID or Password to any third party. You agree to take all reasonable steps to safeguard your User ID and Password for the Website and Services so as to ensure that no unauthorized person will have access to it, and that no persons authorized to have access will make any unauthorized use. You shall promptly report to RRS REMINDERS any unauthorized use of the Website or Services of which you become aware and shall take such further steps as may reasonably be requested by RRS REMINDERS to prevent unauthorized use thereof.
5. YOUR OBLIGATIONS. You shall be solely responsible for the following: (a) providing all hardware, software, and communications capabilities required for use of the Website and Services, including, without limitation, a personal computer equipped with Internet access and a Java-enabled browser such as Internet Explorer Version 10.0 or higher; (b) generating, providing, and loading your data into the various forms to which you have access through the Website/Services, to permit you to use the Website/Services; and (c) providing and maintaining, at all times during the term of the Agreement, the Internet access necessary for your use of the Website/Services.
6. TERM AND TERMINATION. The license granted in the Agreement is effective until the Subscription Termination Date as set forth in the Subscription Form. The term of the Agreement and the license grant herein shall commence on the date you submit the Subscription Form, pay the Subscription Fee and agree to the Agreement. You may terminate the license and the Agreement at any time on 30 days’ prior written notice to RRS REMINDERS, provided that there shall be no refunds after the expiration of the Refund Notification Date as specified on the Subscription Form. RRS REMINDERS may terminate the license and the Agreement at any time on written notice to you that you have failed to pay any amount due to RRS REMINDERS under the Agreement. This license shall also terminate automatically on your failure to comply with any of the other terms of the Agreement and there shall be no refunds. On termination of the Agreement, you agree to promptly destroy all printed copies and delete all electronic copies of any documentation that you have downloaded, printed, or created relating to the Website or the Services, and to ensure that no copies of any of the Website/Services screens, data, or other content remain archived or otherwise stored on your computers. Notwithstanding termination, the provisions of Sections 3, 6, 7, 8, 9, and 10 of this EULA (as well as those indicated elsewhere in the Agreement to survive) shall survive and continue to apply.
7. CONFIDENTIALITY. You agree that you shall not disclose to any third party the any technical, product, or business information, or any information that RRS REMINDERS identifies as confidential (collectively, “Confidential Information”) related to the Website or Services without the prior written consent of RRS REMINDERS. You shall maintain the confidentiality of all Confidential Information and shall not use it for any purpose other than the performance of the Agreement.
Notwithstanding the foregoing, Confidential Information does not include information that you can demonstrate was (a) publicly available at the time of disclosure, or later became publicly available through no act or omission by you; (b) in your possession before disclosure by RRS REMINDERS; or (c) disclosed to you by a third party not in violation of any obligations of confidentiality to RRS REMINDERS or to any third party.
8. LIMITATION OF LIABILITY. You are not entitled to receive damages from RRS REMINDERS for any cause relating to the Agreement, to your use of the Website or Services, to any other services provided by RRS REMINDERS under the Agreement, or to any services provided by any third party in connection with your use of the Website or Services. In addition, in no event shall you be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with RRS REMINDERS or with the distribution, operation, development, or performance of the Website or Services or any related products.
IN NO EVENT SHALL RRS REMINDERS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR THE SERVICES. IN NO EVENT SHALL RRS REMINDERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. AS SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
IN ADDITION, YOU AGREE TO THE TERMS OF USE, INCLUDING BUT NOT LIMITED TO THE “DISCLAIMER OF WARRANTIES” SET FORTH IN THE TERMS OF USE.
9. LIMITED ON LIABILITY. YOU AGREE TO THE LIMITATION ON LIABLIITY SET FORTH IN THE TERMS OF USE.
10. GOVERNING LAW. The Agreement shall in all respects be governed by and be construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions. The Uniform Computer Information Transactions Act (UCITA) is not applicable to the Agreement.
11. FORCE MAJEURE. If the performance of RRS REMINDERS under the Agreement is prevented, hindered, or otherwise made impractical by reason of flood, strike, war, acts of government, or any other casualty or cause beyond the control of RRS REMINDERS, then RRS REMINDERS shall be excused from its performance to the extent and so long as it is prevented, hindered, or delayed by such event(s).
12. SEVERABILITY. If any one or more of the provisions contained in the Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality, or unenforceability shall not affect any other provision of the Agreement.
13. NO ASSIGNMENT. You may not assign the Agreement or any of the rights granted by RRS REMINDERS hereunder, in whole or in part, without the prior written consent of RRS REMINDERS, and any attempt to do so shall be void. The Agreement is binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.
14. EXPORT CONTROL. You agree to obey and comply with any and all applicable United States laws, rules, and regulations governing the export of technology or software.
15. ACKNOWLEDGEMENT AND EXCLUSIVITY. YOU ACKNOWLEDGE THAT YOU HAVE READ THE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND RRS REMINDERS, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND RRS REMINDERS RELATING TO THE SUBJECT MATTER OF THE AGREEMENT. RRS REMINDERS RESERVES THE RIGHT, FROM TIME TO TIME, TO UNILATERALLY CHANGE THE PROVISIONS OF THE AGREEMENT PURSUANT TO THE PROVISIONS OF THE TERMS OF USE.
