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To continue the sign up process, please fully read and accept the following terms:
SOFTWARE LICENSE AGREEMENT IMPORTANT – READ CAREFULLY: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE (AS DEFINED BELOW) OR ACCESSING THE SYSTEM (AS DEFINED BELOW). USING THE SOFTWARE OR ACCESSING THE SYSTEM, YOU INDICATE THAT YOU ACCEPT, AND AGREE TO ABIDE BY, ALL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SOFTWARE OR ACCESS THE SYSTEM. ARTICLE I DEFINITIONS The following definitions shall apply in this Agreement: (a) Documentation. The term “Documentation” shall mean the user manual, instructions or documentation, if any, provided to you in printed or electronic form that describe the proper operation and functionality of the Software, as modified from time to time. (b) Identification Code. The term “Identification Code” shall mean the user identification code and password used by you to access and use the Software and the System. (c) Software. The term “Software” shall mean the object code version of the proprietary computer software program referred to as “MyCheckImages.com” that is designed to provide Internet-based access to the System (as hereinafter defined), and updates or upgrades thereto that are delivered to you, if any. (d) System. The term “System” shall mean the Internet-based check imaging database and related system operated for the purpose of permitting members to view check images. (e) You. The term “you” shall mean the credit union member who has been provided an Identification Code. (f) We. The terms “we”, “us” and “our” refer to [IDENTIFY CREDIT UNION]. ARTICLE II LICENSE; AUTHORIZED USE; ACCESS Section 2.01 License to Use the Software. Subject to compliance with all of the terms and conditions of this Agreement, you are hereby granted a limited non-exclusive, non-transferable, non-sublicensable, non-assignable license to use the Software to access the System, as described in the Documentation; provided that, in all cases, such use and access must be for your sole personal use and benefit. Other than the limited rights set forth in this Section 2.01, you shall have no proprietary or other rights in or to the Software, the System or the Documentation. You shall not transfer or otherwise use the Software outside of the United States or access the System from outside of the United States. Section 2.02 Identification Codes; Indemnity by You. (a) You shall be solely responsible for the confidentiality, maintenance and security of your Identification Codes and you represent that you will use reasonable efforts to keep your Identification Code secure. Your Identification Code may be modified or terminated by us or our licensor when necessary in our or their judgment to protect the integrity and security of the Software and/or the System. (b) You shall comply with all security policies and procedures as may be set forth from time to time in the Documentation or otherwise provided to you. You shall not remove, disable, manipulate or otherwise adversely affect any means or device intended to prevent unauthorized use or reproduction of the Software or Documentation or prevent unauthorized use of the System. (c) You understand and acknowledge that anyone who possesses or has access to your Identification Code will be able to access your check images. You expressly authorize us and our licensor to permit access to your check images to anyone who provides your Identification Code. (d) You shall indemnify and hold us and our licensor harmless from all claims, damages, losses, liabilities, expenses (including without limitation reasonable attorney’s fees), costs, judgments, fines, penalties and liabilities (“Loss(es)”) arising out of or in connection with (i) your use (or inability to use) the Software, the Documentation or the System, (ii) any unauthorized use of the Software or unauthorized access to the System caused, enabled or permitted by you, (iii) your willful misconduct, fault or negligence, or (iv) your breach of this Agreement, as applicable; provided, that, you shall not be required to indemnify us or our licensor under this paragraph to the extent any such Loss resulted directly from our or our licensor’s gross negligence or willful misconduct. ARTICLE III INTELLECTUAL PROPERTY Section 3.01 Ownership and Title. Any and all rights, title and interests in the Software, the Documentation and the System, including (without limitation) any and all patents, copyrights, trademarks, trade secrets and other intellectual property and proprietary rights in connection therewith are owned by our licensor and/or their licensor(s). Except for the limited license set forth in this Agreement, nothing in this Agreement shall be construed as transferring to you any right, title or interest in the Software, the Documentation or the System or any copy thereof. You agree to reproduce all trademarks and proprietary rights notices on the Software, the Documentation and on documentation or information regarding the Software, the Documentation and the System. Section 3.02 Distribution; Reverse Engineering. You shall not (a) copy, market, disclose, transmit, distribute, sublicense, lease, timeshare, grant access to or rent the Software, the Documentation or the System or any component thereof, or (b) reverse engineer, decrypt, decompile, disassemble or translate the Software or attempt to access the System using third party software, or in any way attempt to discover the source code or structural framework for the Software or any portion thereof. Section 3.03 Modifications. You shall not modify or create derivative works based on the Software, the Documentation or the System. You shall not use the Software, the Documentation, the System or any materials incident thereto to develop other software. If the Software, the Documentation or System is modified or copied, such modifications, derivative works or copies shall be the sole and exclusive property of our licensor and/or their assignee and our licensor or their assignee shall own any and all of the rights, title, and interests to such modifications or copies and any resulting computer software, including (but not limited to) any and all copyrights, patents, and trade secrets related thereto, regardless of who made such modifications or copies. You hereby irrevocably assign to our licensor (or, at our licensor’s request, its licensors) all of your rights, title, and interests in and to any such modifications and any resulting computer software. ARTICLE IV DISCLAIMER OF WARRANTIES THE SOFTWARE AND THE SYSTEM ARE PROVIDED ON AN “AS IS”, “WHERE IS” BASIS, WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT, AND ALL IMPLIED WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE ARE HEREBY DISCLAIMED. HEREBY WAIVE ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE SOFTWARE OR THE SYSTEM. THERE IS NO WARRANTY THAT THE USE OF OR ACCESS TO THE SOFTWARE OR THE SYSTEM WILL BE UNINTERRUPTED OR FREE FROM ERROR. YOU HEREBY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE AND THE SYSTEM SHALL BE AT YOUR SOLE AND EXCLUSIVE RISK. Section 4.01 Compliance with Law. You shall not use the Software or the System to conduct or solicit the performance of any business or activity which is tortious or otherwise prohibited by or in violation of applicable law. You shall fully comply with all applicable laws, rules, regulations, orders, procedures and policies, as may be amended from time to time. ARTICLE V LIMITATIONS Section 5.01 Limitation of Damages. In addition to any other limitations of the liability hereunder, neither we nor our licensor shall be liable for any consequential (including but not limited to lost profits), indirect, exemplary, incidental or punitive damages that result from or arise out of any use of (or inability to use or access) the Software, the Documentation or the System or any failure of the Software to connect with the System, including, without limitation, loss of data, even if we or our licensor has been advised of the possibility of such damages. This limitation of liability shall apply regardless of the nature of your claim, whether founded in contract, warranty, tort, infringement or otherwise, but shall not apply to claims of fraud. (a) Infringement Claims. If a third party makes or threatens to make a claim that the Software or the Documentation (or any portion thereof) violates any trade secret, trademark, copyright or any patent rights of such third party, we may terminate this Agreement without penalty. Neither we nor our licensors shall have no other liability or responsibility to you for any claim of infringement. The remedies set forth herein shall be your sole and exclusive remedies for any and all claims of infringement relating to the Software, the Documentation and the System. ARTICLE VI TERM; TERMINATION This Agreement shall begin when you are provided an Identification Code by your credit union and shall continue in full force and effect unless and until terminated in accordance with this Agreement. If you breach this Agreement, this Agreement shall automatically terminate. Further, if we discontinue or modify the [MyCheckImages.com program] or if our license from our licensor is terminated, we may terminate or modify this Agreement, as applicable, by providing notice to you. Upon termination of this Agreement, you shall cease using the Software, the Documentation and the System and return all Documentation to us. ARTICLE VII MISCELLANEOUS Section 7.01 Entire Agreement; Binding Effect; Amendment. This Agreement constitutes the entire agreement between you and us with respect to the Software, the System and the Support Services. You may not assign this Agreement (by operation of law or otherwise) without our prior written consent, and any assignment in violation of this Agreement shall be null and void and of no effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may be changed, modified or amended from time to time only in a writing signed or issued by us. Section 7.02 Severability. If a provision of this Agreement is ruled invalid by a court, the remaining provisions shall remain in full force and effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity. Section 7.03 Survival. Notwithstanding anything to the contrary contained in this Agreement, the terms and provisions of this Agreement set forth in Section 2.02(d), Article III, Article IV, Article V, and any other provision which, by its intent and meaning is intended to survive, shall survive the expiration, termination or cancellation of this Agreement. Section 7.04 Governing Law. This Agreement shall be governed by the laws of the State of Connecticut, without regard to any rules of conflict or choice of laws which require the application of laws of another jurisdiction. You hereby consent to the jurisdiction of the federal and state courts located in the State of Connecticut with respect to any dispute arising under or relating to this Agreement. Section 7.05 Waiver. No waiver of any provision of this Agreement or any breach hereunder shall be deemed a waiver of any other provision or subsequent breach, nor shall any such waiver constitute a continuing waiver. Delay or failure of any party to insist on strict performance or observance of any provision of this Agreement or to exercise any rights or remedies hereunder shall not be deemed a waiver. Any waiver shall be effective only if in writing and signed by the waiving party. Acknowledged and Agreed By:
