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TARGExo.unom
<br /> Client Agreement
<br /> This Client Agreement(the"Agreement"),effected as of the date noted in the attached Schedule A(the"Effective Date'),is by and between TargetSolutions,
<br /> Inc. ("TS"), a California corporation, and the undersigned client ("Client"), and governs the purchase and ongoing use of the services described in this
<br /> Agreement(the"Services").
<br /> 1. Services. TS shall provide the following based on TS's income), fees, duties, and charges,and any related penalties and interest, 6.2. Disclaimer. EXCEPT AS EXPRESSLY
<br /> services: arising from the payment of any and all fees PROVIDED HEREIN, NEITHER PARTY
<br /> 1.1. Access. TS will provide Client a non- under this Agreement including the access to or MAKES ANY WARRANTIES OF ANY KIND,
<br /> exclusive, non-transferable, revocable, limited performance of the Services hereunder. WHETHER EXPRESS, IMPLIED,STATUTORY
<br /> license to remotely access and use the Services OR OTHERWISE, INCLUDING ANY
<br /> hereunder and, unless prohibited by law, will 4. Intellectual Property Rights. WARRANTIES OF MERCHANTABILITY OR
<br /> provide access to any person designated by 4.1. Client acknowledges that TS alone(and its FITNESS FOR A PARTICULAR PURPOSE,TO
<br /> Client("Users"). licensors,where applicable)shall own all rights, THE MAXIMUM EXTENT PERMITTED BY
<br /> title and interest in and to TS's software, APPLICABLE LAW.
<br /> 1.2. Availability. TS shall use commercially
<br /> reasonable efforts to display its content and website or technology, the course content, and 7. Miscellaneous.
<br /> and as well as any
<br /> coursework for access and use by Client's Users the Services provided by TS, 7.1. Limitation on Liability.In no event shall TS
<br /> twenty-four (24) hours a day, seven (7) days a all suggestions, ideas, enhancement requests, be liable to Client or its Users, whether in
<br /> recommendations or other
<br /> week, subject to scheduled downtime for routine feedback, contract,warranty,tort(including negligence)or
<br /> information provided by Client, and this
<br /> maintenance, emergency maintenance, system Agreement does not convey to Client any rights otherwise, for special, incidental indirect or
<br /> outages and other outages beyond TS's control. of ownership to the same. The TS name and consequential damages (including lost profits)
<br /> 1.3. Help Desk. TS will assist Users as needed logo are trademarks of TS, and no right or arising out of or in connection with this
<br /> on issues relating to usage via e-mail, and a toll license is granted to Client to use them. Agreement. The total liability of TS for any and
<br /> free Help Desk five (5) days per week at all damages, including,without limitation, direct
<br /> scheduled hours. 4.2. Except as otherwise agreed in writing or to damages, shall not exceed the amount of the
<br /> the extent necessary for Client to use the total fees already paid to TS for the preceding
<br /> 2. Client's Obligations. Services in accordance with this Agreement, twelve(12)months.
<br /> 2.1. Compliance. Client shall be responsible for Client shall not: (i) copy the course content in 7.2. Assignment. Neither party may assign or
<br /> whole or in part; (ii) display, reproduce, create
<br /> Users' compliance with this Agreement, and use delegate its rights or obligations pursuant to this
<br /> commercial) reasonable efforts to derivative works from, transmit, sell, distribute,
<br /> y prevent rent, lease, sublicense, transfer or in any way Agreement without the prior written consent of
<br /> unauthorized access to or use of the Services. exploit the course content in whole or in part; the other, provided that such.,Gonsent shall not
<br /> 2.2.Identify Users.Client shall(i)provide a listing (iii) embed the course content into other be unreasonably withheld. Notwithstanding the
<br /> of its designated/enrolled Users; (ii) cause each products; (iv) use any trademarks, service foregoing,TS may freely assign or transfer any
<br /> of its Users to complete a profile; (iii) maintain marks,domain names,logos,or other identifiers or all of its rights without Client consent to an
<br /> user database by adding and removing Users as of TS or any of its third party suppliers; or (v) affiliate, or in connection with a merger,
<br /> appropriate. reverse engineer, decompile, disassemble, or acquisition corporate reorganization, or sale of
<br /> access the source code of any TS software. all or substantially all of its assets.
<br /> 2.3. Future Functionality. Client agrees that its 7.3. Governing Law. This Agreement shall be
<br /> purchases hereunder are neither contingent on 4.3. Client hereby authorizes TS to use Client's
<br /> the delivery of any future functionality or features name, trademarks, or logos in promotional governed by, and enforced in accordance with,
<br /> nor dependent on any public comments regarding materials, press releases, advertising, or in the laws of the state of Florida. Any civil action
<br /> future functionality or features. other publications or websites, whether oral or or legal proceeding arising out of or relating to
<br /> written. Notwithstanding the foregoing, TS this Agreement shall be brought in the courts of
<br /> 3. Fees and Payments. acknowledges that Client alone shall own all record of the State of Florida in Hillsborough
<br /> pay rights,title and interest in and to Client's name, County.
<br /> 3.1. Fees. Client will a for the Services in 9
<br /> accordance with the fee schedule in Schedule A trademarks, or logos, and this Agreement does 7.4. Force Maieure. TS shall have no liability
<br /> attached to this Agreement.Fees,both during the not convey to TS any rights of ownership to the for any failure or delay in performing any of its
<br /> Initial Term,as well as any Renewal Terms,shall same. obligations pursuant to this Agreement due to,
<br /> be increased by 2.5%per year. 4.4. Client hereby authorizes TS to share any or arising out of, any act not within its control,
<br /> 3.2. Payments. All fees due under this intellectual property owned by Client ("User including,without limitation,acts of God,strikes,
<br /> "
<br /> Generated Content that its Users upload e lockouts, war, riots, lightning, fire, storm, flood,
<br /> Agreement must be paid in United States dollars. ) h i ld t th
<br /> p
<br /> Such charges will be made in advance,according Community Resources section of TS's website explosion,interruption or delay in power supply,
<br /> to the frequency stated in Schedule A. TS will with TS's 3'tl party customers and users that are computer virus, governmental laws, regulations
<br /> unrelated to Client Other TS Customers' or other restraints, or TS's inability to obtain
<br /> invoice in advance, and such invoices are due ( )'
<br /> net 30 days from the invoice date. All fees provided that TS must provide notice to Client's necessary equipment,materials or services.
<br /> collected under this Agreement are fully earned users during the upload process that such User 7.5. No Waiver. No waiver, amendment or
<br /> when due and nonrefundable when paid. Generated Content will be shared with such modification of this Agreement shall be effective
<br /> 3.3. Suspension of Service for Overdue Other TS Customers. unless in writing and signed by the parties.
<br /> Payments. Any fees unpaid for more than ten 5. Term. 7.6. Severability. If any provision of this
<br /> (10)days past the due date shall bear interest at The term of this Agreement shall commence on Agreement is found to be contrary to law by a
<br /> 1.5% per month. TS shall have the right, in the Effective Date, and will remain in full force court of competent jurisdiction, such provision
<br /> addition to all other rights and remedies to which and effect for the term indicated in Schedule A shall be of no force or effect; but the remainder
<br /> TS may be entitled, to suspend Client's Users' ("Term"). of this Agreement shall continue in full force and
<br /> access to the Services without notice until all effect.
<br /> overdue payments are paid in full. 6. Mutual Warranties and Disclaimer.
<br /> 7.7. Entire Agreement.This Agreement and its
<br /> 3.4. Taxes. All fees under this Agreement 6.1. Mutual Representations & Warranties. exhibits represent the entire understanding and
<br /> exclude all sales, use, and other taxes and Each party represents and warrants that it has agreement between TS and Client, and
<br /> government charges, whether federal, state or full authority to enter into this Agreement and to supersedes all other negotiations, proposals,
<br /> foreign, and Client will be responsible for fully perform its obligations hereunder. understandings and representations (written or
<br /> payment of all such taxes (other than taxes oral)made by and between TS and Client.
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