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PortalHood END USER LICENSE AGREEMENT (EULA)
Welcome to your PortalHood Community site ("the Community"), powered by PortalHood.com. Passwords to this site are distributed to users only under a software and services agreement between the Community and its licensors. Before you access the software and services available through this site (collectively, "Community Site"), please read the terms and conditions of use set forth below. The Community is only willing to provide access to the Community Site subject to these terms and conditions. By continuing to use the Community Site you accept the terms and conditions below. If you do not agree to the terms of this End User License Agreement ("EULA"), the Community and its licensors are unwilling to provide you with access to the Community Site. In such event, you may not use nor access the Community Site, and you should promptly contact Community management for instructions. 1. License. The software and services made available on this site are owned by the Community and/or its licensors. Subject to the terms and conditions of this agreement, the Community and/or its licensor hereby grant you a limited non-exclusive, non-transferable, revocable license to use the Community Site solely for the purpose of exchanging information with the Community and otherwise facilitating your relationship with the Community. You shall not use the Community Site for any other purpose. You are solely responsible for backing-up all data that you input onto the Community Site. You shall not use the Community Site for any illegal purposes, nor for the storage, distribution, transmission or provision of services or any material through the Community Site that i) is dangerous, unlawful, harmful, threatening, defamatory, libelous, obscene, harassing or racially, or ethnically offensive, (ii) facilitates illegal activity, (iii) depicts sexually explicit images, (iv) is invasive of another's privacy or proprietary rights, or otherwise infringes the rights of other people or companies, (v) promotes unlawful violence, discrimination based upon race, gender, color, creed, age, sexual orientation, disability, or any other illegal activities. You shall not attempt to interfere with or disrupt the Community Site or the services provided on the Community Site or attempt to gain access to any systems or networks that connect to the Community Site. You also agree that you will not give your password to any other party. This agreement is effective until terminated. This agreement will terminate immediately without notice from the Community if you fail to comply with any provision of this agreement. 2. General Limitations. Except as otherwise expressly provided under this Agreement, you shall have no right, and you specifically agree not to (a) transfer, assign or sublicense its license rights to any other person, assignment or sublicense shall be void; (b) make error corrections to or otherwise modify or adapt the Community Site or create derivative works based upon the Community Site, or to permit third parties to do the same; or (c) decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Community Site to human-readable form to gain access to trade secrets or confidential information in the Community Site. 3. Proprietary Notices. You agree to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Community Site in the same form and manner that such copyright and other proprietary notices are included on the Community Site. You shall not make any copies or duplicates or any Community Site without the prior written permission of the Community and its licensors. 4. U.S. Government. The Community Site (including software and documentation) is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire or use the Community Site with only those rights set forth therein. 5. Confidential Information. You agree to hold any Confidential Information (as defined below) you obtain as a result of using the Community Site in confidence and, unless required by law, not to make the Confidential Information available to any third party or to use the Confidential Information for any purpose other than the business activities for which you were given access to the Confidential Information. You agree to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by your employees or agents in violation of the terms of this Agreement. For purposes of this Agreement, "Confidential Information" means any and all proprietary information labeled as "confidential" or which a reasonable person would know constitutes proprietary information, including but not limited to, business plans, financial reports, customer lists and other customer information, and product development and marketing plans. You agree that aspects of the Community Site, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of the Community and its licensors. You shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of the Community and its licensors. You shall implement reasonable security measures to protect such trade secrets and copyrighted material. Title to the Community Site and all its content shall remain solely with the Community and its licensors. 6. Disclaimer of Warranty. THE COMMUNITY SITE IS PROVIDED TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE COMMUNITY AND ITS LICENSORS EXPRESSLY DISCLAIM TO THE EXTENT ALLOWED BY APPLICABLE LAW ALL WARRANTIES WITH RESPECT TO THE COMMUNITY SITE, WHETHER SUCH WARRANTIES ARE EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE COMMUNITY SITE IS AT YOUR SOLE RISK. SHOULD THE COMMUNITY SITE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK OF THE RESULTS OF SUCH DEFECT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMMUNITY OR ITS LICENSORS OR ANY OF ITS EMPLOYEES, REPRESENTATIVES, OR RESELLERS SHALL CREATE ANY WARRANTY IN ADDITION TO THOSE GIVEN HEREIN. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO NINETY (90) DAYS. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. 7. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL THE COMMUNITY OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE COMMUNITY SITE, INCLUDING WITHOUT LIMITATION LOST DATA, LOST REVENUE, OR LOST PROFITS, UNDER ANY THEORY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE COMMUNITY OR ITS LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMMUNITY'S OR ITS LICENSORS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED $100. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 8. Controlling Law and Severability. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Georgia, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law, and the State and federal courts of Georgia shall have jurisdiction over any claim arising hereunder. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party's proprietary rights. Any legal action or proceeding relating to this Agreement shall be instituted in a state court in Atlanta or Fulton County, Georgia, or in a federal court in Atlanta. The parties hereby agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding. The prevailing party shall be entitled to reasonable attorneys’ fees and expenses. If any portion hereof is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. 9. Complete Agreement. This agreement constitutes the entire agreement between you and the Community with respect to the use of the Community Site and supersedes any conflicting or additional terms contained in any purchase order, and all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this agreement will be binding unless in writing and signed by an authorized officer of the Community. The Community Site and all software and documents contained therein is protected by United States copyright law and international treaty. Unauthorized reproduction or distribution is subject to civil and criminal penalties. |