END-USER LICENSE AGREEMENT
IMPORTANT! READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between You (either an individual person or entity, including any company or organization) (“You” or “Your”) and, Title Holdings, Inc., a Utah corporation operating through its GreenFolders division (including its heirs, subsidiaries, or assigns) (“GreenFolders”) for the materials that accompany this EULA, which include certain computer software and corresponding documentation for the installation and use of an electronic document system (“Materials”). An amendment or addendum to this EULA may accompany any portion of the Materials.
1. EFFECTIVE DATE OF THIS AGREEMENT. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA UPON THE EARLIER OF INSTALLATION OF ANY OF THE “MATERIALS” NOTED OR ACKNOWLEDGING THAT YOU HAVE READ THIS EULA AND CLICKING BELOW TO ACCEPT THE TERMS OF THE EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL, COPY, OR USE THE MATERIALS, AND DO NOT CLICK TO INDICATE ACCEPTANCE OF THIS EULA.
2. GRANT OF LICENSE. “Services” means the software applications, and any applicable user manuals and any other services provided by GreenFolders to You as specified in this EULA. The Services include any corrections, bug fixes, enhancements, updates, or other modifications to the Services. GreenFolders grants to You a non-exclusive, non-transferable, limited license under GreenFolders intellectual property rights in the Services to use the Services set forth in this EULA. There are no implied licenses under this EULA, and any rights not expressly granted to You are reserved by GreenFolders for its own use and benefit. This EULA is personal to You, and GreenFolders grants to You and only You the following rights, provided that You comply with all terms and conditions of this EULA:
2.1 Installation and Use. You may use, access, display, install or run, one copy of the Materials, which may include a single application for a single computer system, remote access of the single application from another terminal, or a separate server application program and one or more client application programs. To the extent applicable, any such included Application of the Materials may be used, installed and run on a single device, such as a computer, workstation, terminal or other device (“Computer”). If accessing the Materials from a separate terminal via one or more remote application access protocols (e.g., RDP), the Materials may still only be installed on a single computer system. In the event that the Materials comprise a separate server and client application, only one copy of each included server application and/or client application may be installed and run on a corresponding server or client computer system, as applicable.
2.2 Storage. You may also store or install a copy of the Materials on a storage device, such as a network server for backup purposes only.
2.3 Remote Access. You may access the Materials using a remote application access protocol (such as but not limited to RDP) from a different computer system terminal via a single user profile account. In such case, the license for the computer system on which the Materials are installed shall be applicable to the single user profile account and to a single user associated with the user profile account. You agree that access to the Materials may not be shared or used concurrently on different Computers at the same time, or by more than one user, even if multiple users are sharing the applicable user profile account.
2.4 Restrictions on License. You shall not: (i) disclose, use, disseminate, reproduce or publish any portion of the Services in any manner or permit the same; (ii) process or combine any portion of the Services or permit any portion of the Services to be processed or combined with other data or software from any other source; (iii) allow access to the Services through any terminals located outside of Your operations or facilities; (iv) use the Services to create, enhance or structure any database for resale or distribution; (v) redistribute the Services or Your products over the Internet; or (vi) use the Services to create derivative products.
3. GREENFOLDERS HOSTING SERVICES. If You select and pay GreenFolders to provide hosted services, You understand and agree that the hosted services may be provided by a third party vender (“GreenFolders Hosting Services”). Upon completion of setting up the Services, GreenFolders will provide You with: (i) non-exclusive electronic access to the digital information processing, transmission and storage systems (“Hosting Systems”) located at the computer facilities operated by GreenFolders or a GreenFolders third party vendor (“Host Location”); and (ii) access, via a unique username, password or other access credentials that GreenFolders provides to the You, to the GreenFolders Hosting Services from Your computer or other network device (each such computer or device, a “Customer Seat”) by Your personnel and other persons permitted use of Your account by You as designated from time to time in writing to GreenFolders (“Authorized Users”) in accordance with Section 2. (the foregoing services, “GreenFolders Hosting Services”).
3.1 GreenFolders Hosting Services Term and Termination. The initial term of the GreenFolders Hosting Services is twelve (12) months commencing on the date You enter into this EULA. Thereafter, the term shall automatically renew for additional successive twelve (12) month terms, unless terminated by giving the other party not less than thirty (30) calendar days written notice of termination prior to the expiration of the then-current term. If either party breaches any provision of this GreenFolders Hosting Services under this EULA, the non-breaching party shall, upon providing written notice of such breach, be entitled to immediately terminate the GreenFolders Hosting Services, provided such breach is not cured within five (5) days following such notice. Without prejudice to any other rights, GreenFolders may terminate the GreenFolders Hosting Services if You fail to comply with the terms and conditions of this EULA or if You fail to pay GreenFolders for the Hosting Services, GreenFolders may terminate without cause by providing thirty (30) days advance notice.
4. THIRD PARTY SOFTWARE AND SERVICES.
4.1 Acquisition of Third Party Software and Services. GreenFolders may offer third party software and services, which will be reflected on the Product, Service and Fee Summary Agreement. Any acquisition or use by You of third party products or services, including third party software, services, hosting services, and implementation, customization and other consulting services, and any exchange of data between You and any third party provider, is solely between You and the applicable third party provider. GreenFolders does not warrant or support third party software and services, except as specified in the applicable Product, Service and Fee Summary Agreement.
4.2 Third Party Software and Services and Your Data. If You order third party software and services for use with the GreenFolders Services, You acknowledge that GreenFolders may allow providers of the third party software and services to access Your Data as required for the interoperation of the third party software and services. GreenFolders will not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third party software and services providers.
5. FEES. In consideration of the rights granted to You, You shall pay to GreenFolders the fees stated within the Product, Service and Fee Summary Agreement sent to You under separate cover. In the event You, for any reason or cause (regardless of fault), continue to access and use the Services after the expiration or other termination of this EULA, You shall immediately pay to GreenFolders the fees for such access and use of the Services at the rates set forth in the Product, Service and Fee Summary Agreement. Fees are exclusive of use, ad valorem, personal property, and other taxes, which are the responsibility of You. GreenFolders shall charge You applicable sales tax, and You shall be responsible for filing all other taxes. GreenFolders reserves the right to change the fees for the Services at any time. Additional charges may apply for training users at Your locations. You shall provide all Internet connectivity, hardware and software necessary to access the Services.
5.1 Fees for Hosting Services. If You choose the GreenFolders Hosting Services, You agree to pay all fees for the GreenFolders Hosting Services at the applicable rate set forth on Product, Service and Fee Summary Agreement. In our discretion, GreenFolders may charge Your credit card once per month or more frequently if GreenFolders determines it is warranted by the fees You incur. In its sole discretion, GreenFolders may also place an authorization hold on Your credit card at any time for fees that You have already incurred. The calculation of all fees for GreenFolders Hosting Services shall be based solely on our records and data. All computing overheads, including storage and bandwidth, shall be included in the calculation of Your fees. Fees for a particular GreenFolders Hosting server shall begin to accrue when the GreenFolders Hosting server is associated with Your GreenFolders Hosting Services account. You are solely responsible for all fees relating to GreenFolders Hosting servers that are associated with Your GreenFolders Hosting Services account and for any fees that You incur until You migrate and delete all data files stored on the GreenFolders Hosting servers. Fees that are not disputed within sixty (60) days of the date on which they are charged shall be conclusively deemed to be accurate. If for any reason GreenFolders cannot process Your credit card or You fail to make a payment, You agree: (i) that within sixty (60) days from the date the fees are incurred, GreenFolders may in its sole discretion, delete all data files stored on the GreenFolders Hosting Server; and (ii) to pay our costs of collection, including all reasonable attorney fees and expenses. GreenFolders may charge interest on overdue fees at the lesser of 1.5% per month or the maximum rate permitted by law. It is Your sole responsibility to provide accurate billing contact information and to notify GreenFolders of any changes to Your billing contact information in accordance with the notice provisions in Section 28 (Notices).
5.2 Fee Increase. GreenFolders may increase Your fees for the GreenFolders Hosting Services on thirty (30) days’ prior notice sent in accordance with the notice provisions in Section 28 (Notices).
5.3 Payment Processing. In the event that credit card payments are processed by a third party card processing company, such third party card processing company will be contractually required by GreenFolders to use commercially adequate security and confidentiality measures to protect Your payment, who is subject to a written agreement with GreenFolders. That agreement requires the card processing company to use adequate security and confidentiality measures to protect Your payment information. All payment information that You provide through the GreenFolders Hosting Services Website will be transmitted directly to the card processing company over a secure connection. GreenFolders will not record Your credit card number, expiration date, or CVV number. However, this information may be stored by the card processing company in the normal course of its business, or as required or authorized by law, statute, regulation, or Payment Card Industry standard.
5.4 GreenFolders may, in its sole discretion, elect to bill You for the GreenFolders Hosting Services in accordance with a pre-existing billing arrangement that You have with GreenFolders for another service GreenFolders provides, which may be under a separate agreement. If GreenFolders does not agree in writing to bill Your Hosting Service fees in accordance with a pre-existing billing arrangement between You and GreenFolders, You must submit and keep on file a valid credit card that GreenFolders will process to pay Your Hosting Service fees no less than once per month as provided in this Section 5.1.
6. BACKUP NOTICE. When utilizing MS SQL Express as Your GreenFolders database engine, the data cannot be copied by regular system backups or automated backups and will require an additional specialized backup process. You are solely responsible for saving and disaster recovery of GreenFolders data as it shall deem reasonably necessary to protect its images and information. GreenFolders strongly recommends that the specialized GreenFolders backup be done at least on a daily basis in addition to Your regular system backups.
Notwithstanding anything in this EULA to the contrary, You are solely responsible for backing up all Content on the Hosting Servers and for implementing snapshots of Your Hosting Servers. You acknowledge that snapshots will not record an autonomous copy of any file and that You cannot restore lost data from a snapshot. Snapshots may enable You to restore Your system to a specific point in time, but they are not an adequate backup solution. You agree to independently create and maintain outside of the GreenFolders Hosting Services a current backup copy of all Content stored on the Hosting Servers.
7. DIGITAL RIGHTS MANAGEMENT. GreenFolders may use digital rights management technology (“DRM”) in these Materials to protect the integrity of its content (“Secure Content”) so that its intellectual property, including copyright, patent, trade secret, or trademark, as applicable, in such content is not misappropriated. If the DRM security has been compromised, GreenFolders may revoke this EULA in accordance with Section 20 (Term and Termination) or Your right to copy, display, use, install, run and/or access Secure Content. GreenFolders may also require You to upgrade some of the DRM components in these Materials (“DRM Upgrades”) before accessing the Secure Content. When You attempt to access such content, GreenFolders may notify You that a DRM Upgrade is required and then ask for Your consent before the DRM Upgrade is downloaded. If You decline the upgrade, You will not be able to access content that requires the DRM Upgrade.
8.2 What Happens When You Share Your Content. Some services permit You to share Your Content or publish Your Content to other products or services directly or indirectly through other software. You understand that if You choose to share or publish Your Content (whether by emailing, sharing a link, submitting to a software application for access to a service, or other public areas or in shared areas available to other users You have chosen, or by any other available sharing mechanism), that anyone You have shared Your Content with (including in some cases the general public) may be able to use, reproduce, manipulate, distribute, display, transmit, and communicate Your Content. If You do not want others to have those rights, do not use the Service to share Your Content or set Your permissions accordingly. You are responsible for the administration of access to Your Content by Your Authorized Users including granting and terminating access. You acknowledge that in some cases, a user You have granted access to may have the ability to copy or transfer or save Your Content outside of the Service and suspending or terminating access will not delete or inhibit access to content that was earlier copied or transferred. You waive “moral” rights or other rights with respect to attribution of authorship of Your Content. GreenFolders Parties have no control over and shall have no liability for any damages resulting from the use or misuse by any third party of Your Content that You choose to share, directly or indirectly, or through any service or software. IF YOU CHOOSE TO SHARE YOUR CONTENT OR MAKE YOUR CONTENT AVAILABLE OR OTHERWISE IN CONNECTION WITH THE SERVICE, YOU DO SO AT YOUR OWN RISK.
8.3 Content That is Submitted to You by Your Customers is Yours. GreenFolders makes no claim of ownership in any content that is provided to You using the System.
8.4 You shall not insert or upload into GreenFolders any “Destructive Mechanisms” which means computer code that: (1) is designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions or any other software, firmware, hardware, computer system or network (sometimes referred to as “viruses” or “worms”); (2) would disable or impair system or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the passage of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as “time bombs,” “time locks” or “drop dead” devices); (3) would permit third parties to access the system or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment (sometimes referred to as “traps,” “access codes” or “trap door” devices); or (4) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.
9.1 Obligations. Neither party shall use, disseminate, reproduce or permit to be used, disseminated or reproduced, or in any way disclose the other party’s confidential information to any person or entity except as required by law or as specifically permitted in this EULA. Absent prior written consent of the other party, each party shall disclose confidential information only to those of its employees and independent contractors who have previously agreed to be bound by the terms and conditions of this EULA and its in-house and outside legal counsel who need to know such information. Each party shall treat all confidential information disclosed to it in connection with this EULA as strictly confidential using commercially reasonable measures at least equal to those used by such party with respect to its own confidential information.
9.2 Exceptions. The restrictions on use and disclosure of confidential information shall not apply to any particular confidential information when and to the extent that the confidential information: (1) is or becomes generally available to the public through no fault of the receiving party (or anyone acting on its behalf); (2) was previously rightfully known to the receiving party free of any obligation to keep it confidential; (3) is subsequently disclosed to the receiving party by a third party who may rightfully transfer and disclose the information without restriction and free of any obligation to keep it confidential; or (4) is independently developed by the receiving party or a third party without reference or access to the disclosing party’s confidential information. The receiving party may disclose confidential information if required to do so as a matter of law, regulation or court order, provided that: (1) the receiving party shall use all reasonable efforts to provide the disclosing party with at least ten (10) days prior notice of such disclosure, (2) the receiving party shall disclose only that portion of the confidential information that is legally required to be furnished, and (3) the receiving party shall use reasonable efforts to seek from the party to which the information must be disclosed confidential treatment of the disclosed confidential information.
9.3 Deleting Your Content. If You delete Your Content from the Service, You understand it may persist in backup copies. In addition to GreenFolders rights to delete Your Content upon expiration or termination of this EULA under Section 20 (Term and Termination), GreenFolders has the right (but not the obligation) to delete inactive sites or accounts or purge related content (and all backups thereof), without further notice and without liability for deletion or failure to store such content. GreenFolders Parties shall have no responsibility or liability for deletion based on Your settings or actions or inactions or for any failure to delete Your Content.
9.4 Security is Important. The Service will be provided using processes and safeguards which are designed to help maintain the security of Your Content that are appropriate for the Service.
10. RESERVATION OF RIGHTS AND OWNERSHIP. GreenFolders reserves all rights not expressly granted to You in this EULA. The Materials are protected by copyright, patent, trademark, trade secret, and/or other intellectual property laws and treaties, as applicable. GreenFolders, its heirs, assigns, subsidiaries, or its authorized affiliates or suppliers, as applicable, own all intellectual property rights in the Materials. The Materials are licensed, not sold.
11. SUBCONTRACT. GreenFolders may subcontract any portion of the GreenFolders Hosting Services to a third party contractor, provided that GreenFolders will remain fully responsible to You for the GreenFolders Hosting Services pursuant to this EULA. Any subcontractor will be deemed to be an independent contractor and not our partner, agent, or employee. GreenFolders may collect and report anonymous information regarding Your use of the GreenFolders Hosting Services to our subcontractors, licensors or suppliers as required to provide You with the GreenFolders Hosting Services.
12. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You shall not reverse engineer, decompile, or disassemble the Materials, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
13. NO CROSSOVER USE OF MATERIALS FROM SEPARATELY EXECUTED EULAS EXCEPT BY LICENSE.
13.1 Trial-Use. The Materials of this download or installation include a base application program for an electronic document management system and may further include a number of accompanying electronic folders for trial use within the electronic document management system. Unless otherwise expressly authorized in writing by GreenFolders (or its heirs, assigns, or authorized affiliates), therefore:
13.2 The electronic folders accompanying this download or installation are for Your internal use only under this EULA;
13.3 You agree not to use the accompanying trial use electronic folders of this EULA with any other copies, instances, or installations of the document management system obtained via a separately executed EULA;
13.4 You agree not to use any other trial use electronic folders (e.g., obtained as part of a separately executed EULA) with the electronic document management system associated with this EULA; and
13.5 You agree that any additional electronic folders obtained beyond the electronic folders accompanying this download or installation will be received via license from GreenFolders (or its authorized affiliates).
14. Conversion from Trial-Use. The trial-use period of this EULA shall continue in perpetuity or until superseded by subsequent agreement, which may include agreement for the license of the Materials, or license of additional folders for use with the Materials. In such case, any aspect of the Materials deemed as trial-use shall then be deemed fully-functional.
16. IP ADDRESSES. Any public or private IP address allocated for You to use as a part of the GreenFolders Hosting Services will remain allocated to You until: (i) You release the IP address using the GreenFolders Hosting Services portal; (ii) Your GreenFolders Hosting Services are terminated for any reason; or (iii) GreenFolders decides to change any IP address, which GreenFolders may do at any time and in our sole discretion by providing You with five (5) days’ prior notice of the change in accordance with the notice provisions in Section 28 (Notices). Upon termination of this EULA, You may no longer use any IP addresses or address blocks that GreenFolders provided for Your use in connection with the GreenFolders Hosting Services.
17. ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, or Internet-based services components, of the Materials that GreenFolders may provide to You or make available to You after the date You obtain Your initial copy of the Materials, unless GreenFolders provide other terms along with the update, supplement, add-on component, and/or Internet-based services component. GreenFolders reserves the right to discontinue any Internet-based services provided to You or made available to You through the use of the Materials.
18. UPGRADES AND CUSTOMER SUPPORT. Absent a written agreement to the contrary, You understand and agree that: (i) GreenFolders (or its authorized affiliates) will provide upgrades and customer support for the Materials at GreenFolders sole discretion at will, and at a cost within the sole discretion of GreenFolders; (ii) although GreenFolders may from time to time provide one or more upgrades or customer support services in the future relating to the Materials of this EULA at a discount (or for free), this EULA shall not be construed as an offer, acceptance, and/or consideration obligating GreenFolders to provide free or discounted upgrades and/or customer support services for the Materials in the future; and (iii) GreenFolders reserves the right to change its future practices regarding upgrades, customer support services, or corresponding costs or fees thereof at any time, and for any reason.
19. EXPORT RESTRICTIONS. You acknowledge that the Materials are subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Materials, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by United States and other governments.
20. TERM AND TERMINATION. The term of this EULA will commence upon Your acceptance (by clicking “I Accept”) and continue in perpetuity, unless sooner terminated pursuant to the terms hereof (the “Term”). Notwithstanding the foregoing, GreenFolders may immediately terminate this EULA, and terminate Your access to and use of the Site, the software and the products, if GreenFolders ceases to offer products via the Site, or Licensee fails to comply with any of the terms of this EULA. GreenFolders may also terminate this EULA, for any reason whatsoever, in its sole discretion.
21. LIMITED WARRANTY FOR MATERIALS.
21.1 Limited Warranty. GreenFolders warrants that the Materials will perform without defects in workmanship for a period of ninety (90) days from the date of receipt. No implied warranty or condition is created or given unless Your jurisdiction prohibits disclaimer of it, in which case You have such an implied warranty, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (90 DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY (90) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation will not apply to You in that case. Any supplements or updates to the Materials, as provided to You after the expiration of the ninety (90) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.
21.2 Limitation on Remedies; No Consequential or Other Damages. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by GreenFolders, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Materials do not meet GreenFolders Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 23 (Exclusion of Incidental, Consequential and Certain Other Damages) are also incorporated into this Limited Warranty. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion will not apply to You in that case. The Limited Warranty gives You specific legal rights. You may have other rights which vary from jurisdiction to jurisdiction.
21.3 Your Exclusive Remedy. If the Materials have a defect in workmanship, You may return the Materials for a refund of the amount paid therefore if returned within ten (10) days of receipt of the Materials. Apart from defects in materials returned within ten (10) days, Your exclusive remedy for any breach of this Limited Warranty, or for any other breach of this EULA or for any other liability relating to the Materials, shall be, at GreenFolders sole option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Materials, subject to a discount for a fifteen percent restocking fee, or (b) repair or replacement of the Materials that do not meet the Limited Warranty and that is returned to GreenFolders with a copy of Your receipt or other proof of purchase. Apart from the restocking fee, You will receive the remedy elected by GreenFolders without charge, except that You are responsible for any expenses You may incur (e.g., cost of shipping the Materials to GreenFolders). This Limited Warranty is void if failure of the Materials has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Materials will be warranted for the remainder of the original warranty period or ten (10) days, whichever is longer, and GreenFolders will use commercially reasonable efforts to provide Your remedy within a commercially reasonable time of Your compliance with GreenFolders warranty remedy procedures. To exercise contact: Title Holdings, Inc, Attn: Legal Department.
22. DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only warranty made to You and is provided in lieu of any other warranties, whether express or implied, or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, GreenFolders and its affiliates and suppliers provide the Materials and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, and of lack of negligence, all with regard to the Materials, and the provision of or failure to provide support or other services, information, content, and software through the Materials or otherwise arising out of the use of the Materials. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT WITH REGARD TO THE MATERIALS. NO WARRANTY IS MADE THAT PRACTICE OF THE INFORMATION CONTAINED IN THE MATERIALS WILL LEAD TO ANY PARTICULAR RESULT.
23. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GREENFOLDERS OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE MATERIALS, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, CONTENT, OR SOFTWARE THROUGH THE MATERIALS OR OTHERWISE ARISING OUT OF THE USE OF THE MATERIALS, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF GREENFOLDERS OR ANY AFFILIATE OR SUPPLIER, AND EVEN IF GREENFOLDERS OR ANY AFFILIATE OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
24. LIMITATION OF LIABILITY. GREENFOLDERS` TOTAL LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER OR RELATED TO THIS EULA, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, SHALL BE LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE AMOUNT PAID BY YOU TO GREENFOLDERS DURING THE THREE MONTHS PRECEDING THE CLAIM. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS EULA WILL BE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT ENLARGE THE LIMIT. GREENFOLDERS SHALL HAVE NO LIABILITY UNDER OR IN ANY WAY RELATED TO THIS EULA FOR ANY LOSS OF PROFIT OR REVENUE OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, EVEN IF GREENFOLDERS IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. YOU AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS EULA, AND THAT THE SERVICE WOULD NOT BE PROVIDED TO YOU ABSENT SUCH LIMITATIONS.
25. INDEMNIFICATION. YOU AGREE TO INDEMNIFY AND HOLD GREENFOLDERS HARMLESS FROM AND AGAINST ALL CLAIMS OF THIRD PARTIES ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE BY YOU, OR ATTRIBUTABLE TO YOUR BREACH OF THIS EULA. GREENFOLDERS SHALL CONTROL THE DEFENSE AND ANY SETTLEMENT OF SUCH CLAIM, AND YOU SHALL COOPERATE WITH GREENFOLDERS IN DEFENDING AGAINST SUCH CLAIM.
26. BASIS OF THE BARGAIN. The Parties agree that releases, waivers, warranty disclaimers, limitations of liability and indemnities in this EULA are a fundamental basis of the bargain between You and GreenFolders, and are a material part of the consideration received by GreenFolders for the provision of the Service under this EULA, and GreenFolders would not have entered into this EULA and provided the Service in the absence of such releases, waivers, warranty disclaimers, limitations of liability and indemnities.
27. APPLICABLE LAW. This EULA is governed by the laws of the State of Utah, notwithstanding any choice of law provisions of such state. Further, You hereby agree to exclusive jurisdiction and venue in the applicable court within Salt Lake County, Utah or the resolution of any dispute arising out of, or otherwise related to, this EULA or the Materials.
28. NOTICES. Any notice or other communication required or permitted under this EULA shall be sufficiently given if delivered in person or sent by one of the following methods: (1) registered U.S. mail, return receipt requested (postage prepaid); (2) certified U.S. mail, return receipt requested (postage prepaid); or (3) commercially recognized overnight service with tracking capabilities. Notices to GreenFolders shall be sent to 10701 River Front Parkway #400 South Jordan, UT. 84095 with a copy to GreenFolders counsel at the same address marked Attention: Legal Department. Notices to customer shall be sent to the address entered by customer in the registration information. Notices or communications shall be deemed properly delivered as of the date personally delivered or sent by mail or overnight service.
29. ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Materials or Upgrades) is the entire agreement between You and GreenFolders relating to the Materials and the support services (if any) and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Materials or any other subject matter covered by this EULA. To the extent the terms of any GreenFolders policies or programs conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, all other provisions shall continue in full force and effect.
Should You have any questions concerning this EULA, or if You desire to contact GreenFolders for any reason, please use the address information enclosed in these Materials or contact GreenFolders on the internet at www.greenfolders.com.