MAGNUM CONCILIUM DISCLAIMER.
"WWW.MAGNUMCONCILIUM.COM"
IS THE SOLE TRADEMARKED AND COPYRIGHTED PROPERTY IN ANY FORM OF MAGNUM CONCILIUM.
IS THE SOLE TRADEMARKED AND COPYRIGHTED PROPERTY IN ANY FORM OF MAGNUM CONCILIUM.
Disclaimers for Magnum Concilium
All the information on these websites - https://www.magnumconcilium.com/
Magnum Concilium https://www.magnumconcilium.com/ The Onyx Production Network https://onyxproductionnetwork.com/ Universal Paranormal https://www.universalparanormal.com/ Dominion World Enterprises https://www.dominionworldenterprises.... Old Portobello Road Market https://oldportobelloroadmarket.com/
are published in good faith and for general information purpose only. Magnum Concilium does not make any warranties about the completeness, reliability and accuracy of this information. Any action you take upon the information you find on this website (Universal Paranormal), is strictly at your own risk. Universal Paranormal will not be liable for any losses and/or damages in connection with the use of our website.
From our website, you can visit other websites by following hyperlinks to such external sites. While we strive to provide only quality links to useful and ethical websites, we have no control over the content and nature of these sites. These links to other websites do not imply a recommendation for all the content found on these sites. Site owners and content may change without notice and may occur before we have the opportunity to remove a link which may have gone 'bad'.
Please be also aware that when you leave our website, other sites may have different privacy policies and terms which are beyond our control. Please be sure to check the Privacy Policies of these sites as well as their "Terms of Service" before engaging in any business or uploading any information.
Consent By using our website, you hereby consent to our disclaimer and agree to its terms.
Update Should we update, amend or make any changes to this document, those changes will be prominently posted here.
All the information on these websites - https://www.magnumconcilium.com/
Magnum Concilium https://www.magnumconcilium.com/ The Onyx Production Network https://onyxproductionnetwork.com/ Universal Paranormal https://www.universalparanormal.com/ Dominion World Enterprises https://www.dominionworldenterprises.... Old Portobello Road Market https://oldportobelloroadmarket.com/
are published in good faith and for general information purpose only. Magnum Concilium does not make any warranties about the completeness, reliability and accuracy of this information. Any action you take upon the information you find on this website (Universal Paranormal), is strictly at your own risk. Universal Paranormal will not be liable for any losses and/or damages in connection with the use of our website.
From our website, you can visit other websites by following hyperlinks to such external sites. While we strive to provide only quality links to useful and ethical websites, we have no control over the content and nature of these sites. These links to other websites do not imply a recommendation for all the content found on these sites. Site owners and content may change without notice and may occur before we have the opportunity to remove a link which may have gone 'bad'.
Please be also aware that when you leave our website, other sites may have different privacy policies and terms which are beyond our control. Please be sure to check the Privacy Policies of these sites as well as their "Terms of Service" before engaging in any business or uploading any information.
Consent By using our website, you hereby consent to our disclaimer and agree to its terms.
Update Should we update, amend or make any changes to this document, those changes will be prominently posted here.
INTERNATIONAL LEGAL DISCLOSURE PERTAINING TO ALL ACTIVE PREMISE INVESTIGATIONS.
INTERNATIONAL LEGAL DISCLOSURE: WE BELIEVE IN THE SAFETY OF ALL OUR REGISTERED AFFILIATES. WHETHER YOU BELIEVE IN THE PARANORMAL OR NOT; THERE ARE REAL MENTAL, PHYSICAL, AND SPIRITUAL DANGERS WHEN INVESTIGATING LOCATIONS YOU ARE NOT FAMILIAR WITH. LOCATIONS POSTED ON OUR SITE ARE FOR PROFESSIONALLY REGISTERED AND VETTED PARANORMAL TEAMS ONLY. WE ADVISE ALL OTHERS TO STAY CLEAR OF THESE LOCATIONS DUE TO THE LEGAL RAMIFICATIONS AND DANGERS OF ANY ILLEGITIMATE INVESTIGATION. UNDER THIS WARNING WE TAKE NO RESPONSIBILITY AND YOU INVESTIGATE AT YOUR OWN RISK.
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MAGNUM CONCILIUM TERMS OF USE
& SUBSCRIPTION SERVICES AGREEMENT
& SUBSCRIPTION SERVICES AGREEMENT
ONYX EXCLUSIVE IS THE SOLE TRADEMARKED AND COPYRIGHTED PROPERTY IN ANY FORM OF UNIVERSAL PARANORMAL.
Subscription Services Agreement
This Subscription Services Agreement (the “Agreement”) constitutes a legal, binding agreement between Universal Paranormal, Inc. (“Universal Paranormal”) and the client identified in the Registration form (“Client”) for certain archiving or other Services (as defined in Section 1.1) and states the terms upon which Universal Paranormal provides such Services to Client. The “Effective Date” of the Agreement shall be the date upon which Client first executes the Registration form for Services (“Registration Form”). By executing an Registration Form, Client agrees to the terms of this Agreement; provided that, to the extent of any conflicting term, the Registration Form shall supersede this Agreement solely with respect to the conflicting term.
1. Services1.1 Universal Paranormal Services. Subject to Client’s compliance with this Agreement, Universal Paranormal will provide, and hereby grants Client the limited, non-exclusive, non-sublicensable right to access and use Universal Paranormal’s software as a service products, or other services, initially set forth in the Registration form executed by Client or purchased pursuant to Section 1.2 (“Services”). Service Descriptions are available at: https://www.Universal Paranormal.com). Universal Paranormal may modify the Services and the Service Descriptions from time to time, provided that such modifications do not materially adversely affect the Services.
1.2 Services Activation. Following execution of the Registration Form, Universal Paranormal shall initiate activation of the Service by providing Client with access to an account within the applicable Service (“Activation Date”). Client is responsible for (a) providing Universal Paranormal with any historical data to be archived in a format acceptable to Universal Paranormal; and (b) configuring Client messaging services or other systems to transmit Client Data (as defined in Section 3.4) to Universal Paranormal.
1.3 Data Retention. Universal Paranormal will retain Client Data for the Term of the Agreement, unless Client requests or implements specific retention policies within the Services. Any specific retention policies will be based on variables assigned to Client Data by Client and Client shall be solely responsible for the retention policies applied to Client Data. Following termination or expiration of this Agreement, Universal Paranormal will retain the Client Data for a minimum of one (1) month.
1.4 Support & Service Level Agreements. Universal Paranormal will provide the level of support applicable to the Service package purchased by Client. Client may find support FAQ’s, or initiate support requests by submitting support tickets, here: https://www.Universal Paranormal.com.
1.5 Attestation Letter. If requested by Client, and required by regulations applicable to Client’s business, Universal Paranormal will provide Client with Universal Paranormal’s standard third party attestation letter.
1.6 Usage Licenses. A “Registration” means any user, device, email address, domain or other usage metric indicated on the Registration Form for which Universal Paranormal archives digital message data, hosts email or encrypts messages via the Services. If such Services are Registrationed by Client, Universal Paranormal grants Client the right to use the Services for Registration set forth in the Registration Form. Usage for certain Services is measured by the number of webpages associated with the URL(s) or other website based content which Client archives via Services. If such Services are Registrationed by Client, Universal Paranormal grants Client the right to use the Services up to the number of webpages, URL(s) or other metric set forth in the Registration Form (“Content License”). The number Content Licenses set forth in the initial Registration Form is Client’s minimum commitment. Client understands and acknowledges that due to changes in Client’s URL(s), website(s), number of videos, hidden webpages or similar kinds of changes, Universal Paranormal’s initial assessment of content to be archived is an estimate and may change between the date in which the assessment was conducted and the Activation Date. From time to time Universal Paranormal may review Client’s account within the Services to validate Client’s usage of the Service for compliance with this Agreement. Additionally, Client agrees to provide Universal Paranormal with usage reports in the format Universal Paranormal may reasonably request. If Client’s use of a Services exceeds Client’s license for such Service, Client may be required to pay an additional fee for the applicable service to Client’s reseller.
2. Fees Payment for the initial set up and standard Annual services rendered hereunder shall be made on behalf of Client by the reseller specified in Client’s Registration Form (“Reseller”) for the benefit of Client during the term of Reseller’s agreement with Universal Paranormal.
3. Client’s Use of the Services.3.1 Client Account. Client shall create an account within the Services. Client is responsible for (a) ensuring that Client’s account registration information is complete and accurate; and (b) the security and confidentiality of Client’s account credentials. Client shall designate at least one authorized user who shall have administrative access to Client’s account, with full access privileges and the authority to place Registrations under Section 1.2 (“Authorized User”). The Authorized User is responsible for managing all aspects of the Services, including without limitation, requesting changes or modifications to the Services, adding or removing users, webpages, URL(s), or adding or deleting Authorized Users. Client acknowledges and agrees that Universal Paranormal will only accept such requests from Authorized Users, or a verified officer of Client’s organization. Universal Paranormal may, in its sole discretion, refuse to comply with any request if the identity of the Authorized User or the officer making any such request cannot be reasonably verified. The Services may only be used by Client’s authorized employees, agents or contractors in the performance of their duties to Client. Client shall notify Universal Paranormal immediately of any unauthorized use of any password or account or any other known or suspected breach of security. Client shall not permit Universal Paranormal competitors to access the Services for any reason. Client is solely responsible for all activity which occurs within Client’s account and for the actions of its employees, contractors or agents, whether or not such person is or was acting within the scope of their employment, engagement or agency relationship.
3.2 Acceptable Use Policy. Client shall comply with Universal Paranormal’s Acceptable Use Policy, incorporated by reference herein, available at https://www.Universal Paranormal.com/legal-acceptable-use-policy. The Acceptable Use Policy may be updated from time to time by Universal Paranormal. Client is prohibited from, and shall not copy, modify, adapt, transmit, sell, distribute or otherwise use the Services, in whole or in part, except as expressly permitted in this Agreement. Client is responsible for the data and content archived by, or provided to, Universal Paranormal via the Services and represents and warrants that such content shall not (a) infringe any third party right, including, without limitation, third party rights in patent, trademark, copyright, or trade secret; or (b) constitute a breach of any other right of a third party, including without limitation, any right under contract or tort theories. Notwithstanding the generality of the foregoing, Client represents that, with respect to any website Client directs Universal Paranormal to archive, Client has all necessary rights or licenses to archive such website and that the archiving of such website does not place Client or Universal Paranormal (as Client’s agent) in violation of any website terms and conditions included on the website. Client shall abide by all applicable local, state, national or foreign laws, rules, regulations or treaties in connection with Client’s use of the Services including, without limitation, those related to data privacy, communications, SPAM communications, or the transmission and storage of technical or personal data.
3.3 Client Data Transmission. Client acknowledges and agrees that (a) it is Client’s sole responsibility to monitor Client Data to ensure that Client Data is properly transmitted to Universal Paranormal; (b) despite any monitoring services provided by Universal Paranormal, Client shall notify Universal Paranormal of any delivery failures or outages of Client’s systems (or its service providers) which may affect the transmission of Client Data; and (c) it is Client’s responsibility to encrypt data sent to Universal Paranormal. Universal Paranormal is not responsible or liable for any update, upgrade, patch, maintenance or other change which affects the transmission of Client Data to Universal Paranormal. It is Client’s responsibility to (i) ensure that Universal Paranormal is notified of all email domains, or other electronic messages to be archived; and (ii) to obtain all necessary consents with respect to the transmission, collection and storage of Client Data.
3.4 License to Client Data. “Client Data” means the data of Client which is either (a) transmitted to Universal Paranormal by or on behalf of Client, for archiving purposes, in connection with the provision of the Services; or (b) collected or received via the Services at the direction of Client. Client hereby grants Universal Paranormal the limited, non-exclusive right to access, copy, transmit, download, display, and reproduce Client Data as necessary to provide, support and improve the Services, or as otherwise authorized hereunder. Client represents and warrants that Client has all necessary rights in and to the Client Data to grant the foregoing license to Universal Paranormal.
3.5 Client Indemnification. Client shall indemnify, defend and hold harmless Universal Paranormal, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees), arising from Client’s breach of any of Client’s obligations under this Section 3. Client’s obligation for indemnification shall be predicated upon (a) Universal Paranormal providing Client with prompt written notice upon becoming aware of any such claim; provided that, Client shall not be relieved of its obligation for indemnification as the result of Universal Paranormal’s failure to provide such notice unless Client is actually prejudiced in defending such a claim as a result of Universal Paranormal’s failure to provide notice; (b) if requested by Client, and at Client’s expense, Universal Paranormal reasonably cooperating with the defense of such claim; and (c) Universal Paranormal allowing Client sole and exclusive control over the defense and settlement of any such claim.
4. Confidentiality.4.1 Confidential Information. “Confidential Information” means (a) the non-public business or technical information of either party, including but not limited to information relating to either party’s product plans, customers, designs, costs, prices, finances, marketing plans, business opportunities, personnel, research, development or know-how; (b) any information designated by either party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential; (c) the terms of this Agreement; or (d) Client Data. “Confidential Information” will not include information that: (i) is in, or enters, the public domain without breach of this Agreement; (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving party knew prior to receiving such information from the disclosing party; or (iv) the receiving party develops independently without reference to the Confidential Information.
4.2 Confidentiality Obligations. Each party agrees: (a) that it will not disclose to any third party, or use for its own benefit or the benefit of any third party, any Confidential Information disclosed to it by the other party except as expressly permitted in this Agreement; and (b) that it will take reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control. Either party may disclose Confidential Information of the other party: (x) pursuant to the Registration or requirement of a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and/or legally permitted to do so, gives reasonable notice to the disclosing party to contest such Registration or requirement; or (y) to the parties agents, representatives, subcontractors or service providers who have a need to know such information provided that such party maintain the Confidential Information on a confidential basis.
4.3 Remedies. Each party acknowledges and agrees that a breach of the obligations of this Section 4 by the other party will result in irreparable injury to the disclosing party for which there will be no adequate remedy at law, and the disclosing party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach or intended breach by recipient.
5. Intellectual Property Rights.As between Universal Paranormal and Client, all server hardware, software and applications required to operate the Services, and other associated technology or documentation, are the sole and exclusive property of Universal Paranormal. Except as expressly stated herein, nothing in this Agreement shall serve to transfer to Client any intellectual property right in or to the Services, Software, Universal Paranormal trademarks or other intellectual property. Universal Paranormal retains all right, title and interest in and to the Services, Software and the associated technology and documentation. As between Universal Paranormal and Client, Client Data is the sole and exclusive property of Client and, other than the limited license to Client Data granted in Section 3, nothing in this Agreement shall serve to transfer to Universal Paranormal any intellectual property right in the Client Data.
6. Third Party Networks, Platforms and Components.6.1 Certain Services offered by Universal Paranormal may be dependent on third party software, applications, platforms (such as third party social media or business networking platforms), messaging or communication services or API’s (“Third Party Services”). These Third Party Services are not offered, controlled or provided by Universal Paranormal. In some cases the Third Party Service may make changes to its service, or components thereof, or discontinue a service without notice to Universal Paranormal. Accordingly, Universal Paranormal expressly disclaims any liability related to, or arising from, these Third Party Services, including Client’s use thereof, or any updates, modifications, outages, delivery failures, corruptions, discontinuance of services or termination of Client’s account by the Third Party Service. Universal Paranormal is not responsible or liable for how the Third Party Service transmits, accesses, processes, stores, uses or provides data to Universal Paranormal. Client is solely responsible for complying with any Third Party Services terms and conditions. In Registration to integrate the Services with certain Third Party Services, Client may be required to provide Client’s or Client’s end user access credentials for the Third Party Service in Registration to receive Client Data. In such cases, in Registration to provide the Service, Universal Paranormal’s access must be approved (a) by Client for all end users or content; or (b) by each individual end user.
6.2 Certain Services require Client to install data capture or other software. Such software may be sublicensed to Client by Universal Paranormal (“Software”) or Client may be required to license the software directly from a third party. If Software is provided to Client by Universal Paranormal, Universal Paranormal grants Client the limited, non-exclusive, non-sublicensable right to download, execute and install the applicable Software onto Client’s end user’s computer, laptop or mobile device (as applicable) for which Client has purchased a Seat, plus one copy for backup or archival purposes. Client shall not alter, distribute, reproduce, create derivatives of, edit, disassemble or reverse engineer the Software. Universal Paranormal shall deliver the Software to Client in a good and workmanlike manner and according to industry standards (“Software Performance Warranty”). The foregoing warranty shall expire 30 days following Universal Paranormal’s delivery of the Software. In the event of a breach of the Software Performance Warranty, Universal Paranormal shall repair the Software such that it meets the foregoing Software Performance Warranty or provide Client with a replacement. The foregoing represents Client’s sole and exclusive remedy for any loss or claim arising out of the Software. Universal Paranormal makes no other representation or warranty with respect to the Software, and the Software is provided “AS IS”. Universal Paranormal is not responsible or liable for (a) changes or modifications made to the Software by anyone other than Universal Paranormal; or (b) any changes, modifications, combinations with other software applications or equipment, conditions or issues on or arising from Client’s systems, servers, networks, or the Internet which affects the use or operation of the Software. The warranty contained in this Section 6.2, and the obligation to provide support, do not apply to any software which is not provided by Universal Paranormal or which is licensed by Client directly with the software provider. Where Client licenses software directly from the licensor of such software, Client must contact the licensor support for any issues related to the software.
7. Term and Termination.7.1 Term. The Agreement shall commence of the Effective Date and shall remain in effect for the term specified in the Registration Form measured from the Activation Date. This Agreement and all purchased Services will automatically renew for additional twelve (12) month terms. The initial twelve (12) month term plus any renewal terms are, collectively, the “Term.”
7.2 Termination for Breach. Universal Paranormal may terminate this Agreement at any time or for any reason if the other party materially breaches its obligations hereunder and such breach remains uncured for thirty (2) days following the written notice of such breach to the non-breaching party. Universal Paranormal reserves the right to suspend Client’s access to the Services in the event of any breach of this Agreement and shall not be liable for any damages resulting from such suspension and no refund shall be transfered.
7.3 Effect of Termination. Upon any termination or expiration the Agreement: (a) all rights and licenses to the Services shall immediately terminate; and (b) upon request, each party shall return to the other or delete Confidential Information of the other party, provided however, if Client wishes Universal Paranormal to return Client Data, Client agrees to pay Universal Paranormal’s then current data extraction and exportation fees.
8. Warranty and Disclaimers.8.1 Proper Authority. Universal Paranormal represents that it has the right and authority to enter into this Agreement, to grant to Client the rights hereunder, and that the performance of its obligations under this Agreement will not breach or be in conflict with any other agreement to which Universal Paranormal is a party to.
8.2 Compliance with Laws. Universal Paranormal warrants that it will comply with the laws and regulations applicable to Universal Paranormal’s business in the performance of the Services.
8.3 EXCEPT AS SET FORTH IN THIS AGREEMENT, UNIVERSAL PARANORMAL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND IN CONNECTION WITH THE SERVICES OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY OTHER INFORMATION OR MATERIALS PROVIDED, OR MADE AVAILABLE, BY UNIVERSAL PARANORMAL. UNIVERSAL PARANORMAL HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UNIVERSAL PARANORMAL DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR SOFTWARE WILL BE AVAILABLE OR ERROR FREE. UNIVERSAL PARANORMAL SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF UNIVERSAL PARANORMAL. UNIVERSAL PARANORMAL MAKES NO REPRESENTATION OR WARRANTY THAT USE OF THE SERVICES GUARANTEES LEGAL COMPLIANCE UNDER ANY FEDERAL, STATE OR INTERNATIONAL STATUTE, LAW, RULE, REGULATION, OR DIRECTIVE.
9. Remedies and Limitation of Liability.9.1 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UNIVERSAL PARANORMAL’S AGGREGATE LIABILITY HEREUNDER FOR ALL DAMAGES ARISING UNDER OR RELATING TO THE PROVISION OF SERVICES, NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE TOTAL AMOUNT OF REGULAR ANNUAL FEES ACTUALLY RECEIVED BY UNIVERSAL PARANORMAL FROM RESELLER FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE MONTH IN WHICH THE INCIDENT CAUSING THE DAMAGES AROSE. THE LIMITATION ON LIABILITY SET FORTH ABOVE IS CUMULATIVE; ALL PAYMENTS MADE FOR ALL CLAIMS AND DAMAGES SHALL BE AGGREGATED, TO DETERMINE IF THE LIMIT HAS BEEN REACHED. THE ABOVE LIMITATIONS OF LIABILITY REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES IN VIEW OF THE FAVORABLE FEES BEING CHARGED BY UNIVERSAL PARANORMAL RELATIVE TO THE SERVICES DESCRIBED HEREIN, AND ARE MATERIAL TERMS HEREOF.
10. Indemnification.10.1 Universal Paranormal will defend Client against third party claims, and indemnify and hold Client harmless against final judgments (including reasonable attorneys’ fees), arising out of a breach of a claim that the Services infringe any United States patent, trademark or copyright, provided that (a) Client provides Universal Paranormal with prompt written notice upon becoming aware of any such claim; (b) Client reasonably cooperates with Universal Paranormal in the defense of such claim; and (c) Universal Paranormal has sole and exclusive control over the defense and settlement of any such claim. Notwithstanding the foregoing, Universal Paranormal will have no liability of any kind to the extent any claim is based on or arises from: (i) custom functionality provided to Client based on Client’s specific requirements; (ii) any modification of the Services by Client or any third party; (iii) the combination of Services with any technology or other services not provided by Universal Paranormal; or (iv) the failure of Client to use updated or modified versions of the Services made available by Universal Paranormal to avoid such a claim. If the Services are subject to a claim of infringement of the intellectual property rights of a third party, Universal Paranormal may, in its sole discretion, either (a) procure for Client the right to continue to use the Services; (b) modify the Services such that they are non-infringing; or (c) if in the reasonable opinion of Universal Paranormal, neither (a) or (b) are commercially feasible, then Universal Paranormal may upon thirty (30) days prior notice to Client, terminate the applicable Service.
10.2 The indemnification obligation contained in this Section 10, shall be Client’s sole remedy, and Universal Paranormal’s sole obligation, with respect to claim of infringement.
11. General Provisions.11.1 Export Restrictions. The Services, including any software, documentation and any related technical data included with, or contained in the Services, may be subject to United States export control laws and regulations. Client shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing or using the Services. Without limiting the foregoing: (a) Client represents that it is not named on any United States government list of persons or entities prohibited from receiving exports; (b) Client represents that Client will not use the Services in a manner which is prohibited under United States Government export regulations; (c) Client will comply with all United States antiboycott laws and regulations; (d) Client shall not provide the Service to any third party, or permit any User to access or use the Service in violation of any United States export embargo, prohibition or restriction; and (e) Client shall not, and shall not permit any user or third party to, directly or indirectly, export, re-export or release the Services to any jurisdiction or country to which, or any party to whom, the export, re-export or release is prohibited by applicable law, regulation or rule.
11.2 U.S. Government End User Provisions. Universal Paranormal provides the Services to federal government end users solely in accordance with the following: government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Universal Paranormal to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
11.3 Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without the other’s consent in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets. Any attempt to assign this Agreement other than as permitted herein will be null and void. Without limiting the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
11.4 Force Majeure. No failure or omission by the parties hereto in the performance of any obligation of this Agreement shall be deemed a breach of this Agreement, nor shall it create any liability, provided the party uses reasonable efforts to resume performance hereunder, if the same shall arise from any cause or causes beyond the reasonable control of the parties, including, but not limited to the following, which, for the purpose of this Agreement, shall be regarded as beyond the control of the parties in question: (a) acts of God; (b) acts or omissions of any governmental entity; (c) any rules, regulations or Registrations issued by any governmental authority or any officer, department, agency or instrumentality thereof; (d) fire, storm, flood, earthquake, accident, war, rebellion, insurrection, riot, strikes and lockouts; or (e) utility or telecommunication failures.
11.5 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict/choice of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Pasco County, in the State of Florida, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
11.6 Notices. Any legal notice under this Agreement will be in writing and delivered by personal delivery, express courier, or certified or registered mail, postage prepaid and return receipt requested. Notices will be deemed to be effective upon personal delivery, one (1) day after deposit with express courier, five (5) days after deposit in the mail. Notices will be sent to Client at the address set forth on the Registration Form or such other address as Client may specify. Notices will be sent to Universal Paranormal at the following address: Universal Paranormal, Inc., Attention: PO BOX 856 Aripeka, Florida, OR 34679.
11.7 No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency, or joint venture.
11.8 Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, negotiations and communications (both written and oral) regarding such subject matter.
11.9 Marketing. Client grants Universal Paranormal the limited right to disclose that Client is a customer of the Universal Paranormal. Universal Paranormal agrees to obtain the prior written approval for any use of Client’s name in any print marketing materials, press release, blog posts, case studies or white papers.
11.10 Severability. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
11.11 Waiver. Failure of either party to insist on strict performance of any provision herein shall not be deemed a waiver of any rights or remedies that either party shall have and shall not be deemed a waiver of any subsequent default of the terms and conditions thereof.
11.12 Electronic Signatures and Communications. The parties agree that electronic signatures, whether digital or encrypted, by an Authorized User or a party’s authorized signatory are intended to authenticate such signatures and give rise to a valid, enforceable, and fully effective agreement. The parties expressly agree that any terms in Client’s purchase Registration forms, or electronic communications, other than Registrations placed by Client pursuant to Section 1.2, form no part of this Agreement.
11.13 Modifications. Universal Paranormal may make modifications to this Agreement by posting the modifications to the weblink this Agreement is located at. Client agrees to the updated version thirty days following posting of the modified terms, or upon execution of an Registration Form referencing the updated version number and weblink.
12. TERMS OF SERVICE
12.1 ARTICLES
This Subscription Services Agreement (the “Agreement”) constitutes a legal, binding agreement between Universal Paranormal, Inc. (“Universal Paranormal”) and the client identified in the Registration form (“Client”) for certain archiving or other Services (as defined in Section 1.1) and states the terms upon which Universal Paranormal provides such Services to Client. The “Effective Date” of the Agreement shall be the date upon which Client first executes the Registration form for Services (“Registration Form”). By executing an Registration Form, Client agrees to the terms of this Agreement; provided that, to the extent of any conflicting term, the Registration Form shall supersede this Agreement solely with respect to the conflicting term.
1. Services1.1 Universal Paranormal Services. Subject to Client’s compliance with this Agreement, Universal Paranormal will provide, and hereby grants Client the limited, non-exclusive, non-sublicensable right to access and use Universal Paranormal’s software as a service products, or other services, initially set forth in the Registration form executed by Client or purchased pursuant to Section 1.2 (“Services”). Service Descriptions are available at: https://www.Universal Paranormal.com). Universal Paranormal may modify the Services and the Service Descriptions from time to time, provided that such modifications do not materially adversely affect the Services.
1.2 Services Activation. Following execution of the Registration Form, Universal Paranormal shall initiate activation of the Service by providing Client with access to an account within the applicable Service (“Activation Date”). Client is responsible for (a) providing Universal Paranormal with any historical data to be archived in a format acceptable to Universal Paranormal; and (b) configuring Client messaging services or other systems to transmit Client Data (as defined in Section 3.4) to Universal Paranormal.
1.3 Data Retention. Universal Paranormal will retain Client Data for the Term of the Agreement, unless Client requests or implements specific retention policies within the Services. Any specific retention policies will be based on variables assigned to Client Data by Client and Client shall be solely responsible for the retention policies applied to Client Data. Following termination or expiration of this Agreement, Universal Paranormal will retain the Client Data for a minimum of one (1) month.
1.4 Support & Service Level Agreements. Universal Paranormal will provide the level of support applicable to the Service package purchased by Client. Client may find support FAQ’s, or initiate support requests by submitting support tickets, here: https://www.Universal Paranormal.com.
1.5 Attestation Letter. If requested by Client, and required by regulations applicable to Client’s business, Universal Paranormal will provide Client with Universal Paranormal’s standard third party attestation letter.
1.6 Usage Licenses. A “Registration” means any user, device, email address, domain or other usage metric indicated on the Registration Form for which Universal Paranormal archives digital message data, hosts email or encrypts messages via the Services. If such Services are Registrationed by Client, Universal Paranormal grants Client the right to use the Services for Registration set forth in the Registration Form. Usage for certain Services is measured by the number of webpages associated with the URL(s) or other website based content which Client archives via Services. If such Services are Registrationed by Client, Universal Paranormal grants Client the right to use the Services up to the number of webpages, URL(s) or other metric set forth in the Registration Form (“Content License”). The number Content Licenses set forth in the initial Registration Form is Client’s minimum commitment. Client understands and acknowledges that due to changes in Client’s URL(s), website(s), number of videos, hidden webpages or similar kinds of changes, Universal Paranormal’s initial assessment of content to be archived is an estimate and may change between the date in which the assessment was conducted and the Activation Date. From time to time Universal Paranormal may review Client’s account within the Services to validate Client’s usage of the Service for compliance with this Agreement. Additionally, Client agrees to provide Universal Paranormal with usage reports in the format Universal Paranormal may reasonably request. If Client’s use of a Services exceeds Client’s license for such Service, Client may be required to pay an additional fee for the applicable service to Client’s reseller.
2. Fees Payment for the initial set up and standard Annual services rendered hereunder shall be made on behalf of Client by the reseller specified in Client’s Registration Form (“Reseller”) for the benefit of Client during the term of Reseller’s agreement with Universal Paranormal.
3. Client’s Use of the Services.3.1 Client Account. Client shall create an account within the Services. Client is responsible for (a) ensuring that Client’s account registration information is complete and accurate; and (b) the security and confidentiality of Client’s account credentials. Client shall designate at least one authorized user who shall have administrative access to Client’s account, with full access privileges and the authority to place Registrations under Section 1.2 (“Authorized User”). The Authorized User is responsible for managing all aspects of the Services, including without limitation, requesting changes or modifications to the Services, adding or removing users, webpages, URL(s), or adding or deleting Authorized Users. Client acknowledges and agrees that Universal Paranormal will only accept such requests from Authorized Users, or a verified officer of Client’s organization. Universal Paranormal may, in its sole discretion, refuse to comply with any request if the identity of the Authorized User or the officer making any such request cannot be reasonably verified. The Services may only be used by Client’s authorized employees, agents or contractors in the performance of their duties to Client. Client shall notify Universal Paranormal immediately of any unauthorized use of any password or account or any other known or suspected breach of security. Client shall not permit Universal Paranormal competitors to access the Services for any reason. Client is solely responsible for all activity which occurs within Client’s account and for the actions of its employees, contractors or agents, whether or not such person is or was acting within the scope of their employment, engagement or agency relationship.
3.2 Acceptable Use Policy. Client shall comply with Universal Paranormal’s Acceptable Use Policy, incorporated by reference herein, available at https://www.Universal Paranormal.com/legal-acceptable-use-policy. The Acceptable Use Policy may be updated from time to time by Universal Paranormal. Client is prohibited from, and shall not copy, modify, adapt, transmit, sell, distribute or otherwise use the Services, in whole or in part, except as expressly permitted in this Agreement. Client is responsible for the data and content archived by, or provided to, Universal Paranormal via the Services and represents and warrants that such content shall not (a) infringe any third party right, including, without limitation, third party rights in patent, trademark, copyright, or trade secret; or (b) constitute a breach of any other right of a third party, including without limitation, any right under contract or tort theories. Notwithstanding the generality of the foregoing, Client represents that, with respect to any website Client directs Universal Paranormal to archive, Client has all necessary rights or licenses to archive such website and that the archiving of such website does not place Client or Universal Paranormal (as Client’s agent) in violation of any website terms and conditions included on the website. Client shall abide by all applicable local, state, national or foreign laws, rules, regulations or treaties in connection with Client’s use of the Services including, without limitation, those related to data privacy, communications, SPAM communications, or the transmission and storage of technical or personal data.
3.3 Client Data Transmission. Client acknowledges and agrees that (a) it is Client’s sole responsibility to monitor Client Data to ensure that Client Data is properly transmitted to Universal Paranormal; (b) despite any monitoring services provided by Universal Paranormal, Client shall notify Universal Paranormal of any delivery failures or outages of Client’s systems (or its service providers) which may affect the transmission of Client Data; and (c) it is Client’s responsibility to encrypt data sent to Universal Paranormal. Universal Paranormal is not responsible or liable for any update, upgrade, patch, maintenance or other change which affects the transmission of Client Data to Universal Paranormal. It is Client’s responsibility to (i) ensure that Universal Paranormal is notified of all email domains, or other electronic messages to be archived; and (ii) to obtain all necessary consents with respect to the transmission, collection and storage of Client Data.
3.4 License to Client Data. “Client Data” means the data of Client which is either (a) transmitted to Universal Paranormal by or on behalf of Client, for archiving purposes, in connection with the provision of the Services; or (b) collected or received via the Services at the direction of Client. Client hereby grants Universal Paranormal the limited, non-exclusive right to access, copy, transmit, download, display, and reproduce Client Data as necessary to provide, support and improve the Services, or as otherwise authorized hereunder. Client represents and warrants that Client has all necessary rights in and to the Client Data to grant the foregoing license to Universal Paranormal.
3.5 Client Indemnification. Client shall indemnify, defend and hold harmless Universal Paranormal, its officers, directors, employees and agents, from and against all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees), arising from Client’s breach of any of Client’s obligations under this Section 3. Client’s obligation for indemnification shall be predicated upon (a) Universal Paranormal providing Client with prompt written notice upon becoming aware of any such claim; provided that, Client shall not be relieved of its obligation for indemnification as the result of Universal Paranormal’s failure to provide such notice unless Client is actually prejudiced in defending such a claim as a result of Universal Paranormal’s failure to provide notice; (b) if requested by Client, and at Client’s expense, Universal Paranormal reasonably cooperating with the defense of such claim; and (c) Universal Paranormal allowing Client sole and exclusive control over the defense and settlement of any such claim.
4. Confidentiality.4.1 Confidential Information. “Confidential Information” means (a) the non-public business or technical information of either party, including but not limited to information relating to either party’s product plans, customers, designs, costs, prices, finances, marketing plans, business opportunities, personnel, research, development or know-how; (b) any information designated by either party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential; (c) the terms of this Agreement; or (d) Client Data. “Confidential Information” will not include information that: (i) is in, or enters, the public domain without breach of this Agreement; (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving party knew prior to receiving such information from the disclosing party; or (iv) the receiving party develops independently without reference to the Confidential Information.
4.2 Confidentiality Obligations. Each party agrees: (a) that it will not disclose to any third party, or use for its own benefit or the benefit of any third party, any Confidential Information disclosed to it by the other party except as expressly permitted in this Agreement; and (b) that it will take reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control. Either party may disclose Confidential Information of the other party: (x) pursuant to the Registration or requirement of a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and/or legally permitted to do so, gives reasonable notice to the disclosing party to contest such Registration or requirement; or (y) to the parties agents, representatives, subcontractors or service providers who have a need to know such information provided that such party maintain the Confidential Information on a confidential basis.
4.3 Remedies. Each party acknowledges and agrees that a breach of the obligations of this Section 4 by the other party will result in irreparable injury to the disclosing party for which there will be no adequate remedy at law, and the disclosing party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach or intended breach by recipient.
5. Intellectual Property Rights.As between Universal Paranormal and Client, all server hardware, software and applications required to operate the Services, and other associated technology or documentation, are the sole and exclusive property of Universal Paranormal. Except as expressly stated herein, nothing in this Agreement shall serve to transfer to Client any intellectual property right in or to the Services, Software, Universal Paranormal trademarks or other intellectual property. Universal Paranormal retains all right, title and interest in and to the Services, Software and the associated technology and documentation. As between Universal Paranormal and Client, Client Data is the sole and exclusive property of Client and, other than the limited license to Client Data granted in Section 3, nothing in this Agreement shall serve to transfer to Universal Paranormal any intellectual property right in the Client Data.
6. Third Party Networks, Platforms and Components.6.1 Certain Services offered by Universal Paranormal may be dependent on third party software, applications, platforms (such as third party social media or business networking platforms), messaging or communication services or API’s (“Third Party Services”). These Third Party Services are not offered, controlled or provided by Universal Paranormal. In some cases the Third Party Service may make changes to its service, or components thereof, or discontinue a service without notice to Universal Paranormal. Accordingly, Universal Paranormal expressly disclaims any liability related to, or arising from, these Third Party Services, including Client’s use thereof, or any updates, modifications, outages, delivery failures, corruptions, discontinuance of services or termination of Client’s account by the Third Party Service. Universal Paranormal is not responsible or liable for how the Third Party Service transmits, accesses, processes, stores, uses or provides data to Universal Paranormal. Client is solely responsible for complying with any Third Party Services terms and conditions. In Registration to integrate the Services with certain Third Party Services, Client may be required to provide Client’s or Client’s end user access credentials for the Third Party Service in Registration to receive Client Data. In such cases, in Registration to provide the Service, Universal Paranormal’s access must be approved (a) by Client for all end users or content; or (b) by each individual end user.
6.2 Certain Services require Client to install data capture or other software. Such software may be sublicensed to Client by Universal Paranormal (“Software”) or Client may be required to license the software directly from a third party. If Software is provided to Client by Universal Paranormal, Universal Paranormal grants Client the limited, non-exclusive, non-sublicensable right to download, execute and install the applicable Software onto Client’s end user’s computer, laptop or mobile device (as applicable) for which Client has purchased a Seat, plus one copy for backup or archival purposes. Client shall not alter, distribute, reproduce, create derivatives of, edit, disassemble or reverse engineer the Software. Universal Paranormal shall deliver the Software to Client in a good and workmanlike manner and according to industry standards (“Software Performance Warranty”). The foregoing warranty shall expire 30 days following Universal Paranormal’s delivery of the Software. In the event of a breach of the Software Performance Warranty, Universal Paranormal shall repair the Software such that it meets the foregoing Software Performance Warranty or provide Client with a replacement. The foregoing represents Client’s sole and exclusive remedy for any loss or claim arising out of the Software. Universal Paranormal makes no other representation or warranty with respect to the Software, and the Software is provided “AS IS”. Universal Paranormal is not responsible or liable for (a) changes or modifications made to the Software by anyone other than Universal Paranormal; or (b) any changes, modifications, combinations with other software applications or equipment, conditions or issues on or arising from Client’s systems, servers, networks, or the Internet which affects the use or operation of the Software. The warranty contained in this Section 6.2, and the obligation to provide support, do not apply to any software which is not provided by Universal Paranormal or which is licensed by Client directly with the software provider. Where Client licenses software directly from the licensor of such software, Client must contact the licensor support for any issues related to the software.
7. Term and Termination.7.1 Term. The Agreement shall commence of the Effective Date and shall remain in effect for the term specified in the Registration Form measured from the Activation Date. This Agreement and all purchased Services will automatically renew for additional twelve (12) month terms. The initial twelve (12) month term plus any renewal terms are, collectively, the “Term.”
7.2 Termination for Breach. Universal Paranormal may terminate this Agreement at any time or for any reason if the other party materially breaches its obligations hereunder and such breach remains uncured for thirty (2) days following the written notice of such breach to the non-breaching party. Universal Paranormal reserves the right to suspend Client’s access to the Services in the event of any breach of this Agreement and shall not be liable for any damages resulting from such suspension and no refund shall be transfered.
7.3 Effect of Termination. Upon any termination or expiration the Agreement: (a) all rights and licenses to the Services shall immediately terminate; and (b) upon request, each party shall return to the other or delete Confidential Information of the other party, provided however, if Client wishes Universal Paranormal to return Client Data, Client agrees to pay Universal Paranormal’s then current data extraction and exportation fees.
8. Warranty and Disclaimers.8.1 Proper Authority. Universal Paranormal represents that it has the right and authority to enter into this Agreement, to grant to Client the rights hereunder, and that the performance of its obligations under this Agreement will not breach or be in conflict with any other agreement to which Universal Paranormal is a party to.
8.2 Compliance with Laws. Universal Paranormal warrants that it will comply with the laws and regulations applicable to Universal Paranormal’s business in the performance of the Services.
8.3 EXCEPT AS SET FORTH IN THIS AGREEMENT, UNIVERSAL PARANORMAL MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND IN CONNECTION WITH THE SERVICES OR SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY OTHER INFORMATION OR MATERIALS PROVIDED, OR MADE AVAILABLE, BY UNIVERSAL PARANORMAL. UNIVERSAL PARANORMAL HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. UNIVERSAL PARANORMAL DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR SOFTWARE WILL BE AVAILABLE OR ERROR FREE. UNIVERSAL PARANORMAL SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF UNIVERSAL PARANORMAL. UNIVERSAL PARANORMAL MAKES NO REPRESENTATION OR WARRANTY THAT USE OF THE SERVICES GUARANTEES LEGAL COMPLIANCE UNDER ANY FEDERAL, STATE OR INTERNATIONAL STATUTE, LAW, RULE, REGULATION, OR DIRECTIVE.
9. Remedies and Limitation of Liability.9.1 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UNIVERSAL PARANORMAL’S AGGREGATE LIABILITY HEREUNDER FOR ALL DAMAGES ARISING UNDER OR RELATING TO THE PROVISION OF SERVICES, NOTWITHSTANDING THE FORM (E.G., CONTRACT, TORT, OR OTHERWISE) IN WHICH ANY ACTION IS BROUGHT, SHALL BE LIMITED TO THE TOTAL AMOUNT OF REGULAR ANNUAL FEES ACTUALLY RECEIVED BY UNIVERSAL PARANORMAL FROM RESELLER FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE MONTH IN WHICH THE INCIDENT CAUSING THE DAMAGES AROSE. THE LIMITATION ON LIABILITY SET FORTH ABOVE IS CUMULATIVE; ALL PAYMENTS MADE FOR ALL CLAIMS AND DAMAGES SHALL BE AGGREGATED, TO DETERMINE IF THE LIMIT HAS BEEN REACHED. THE ABOVE LIMITATIONS OF LIABILITY REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES IN VIEW OF THE FAVORABLE FEES BEING CHARGED BY UNIVERSAL PARANORMAL RELATIVE TO THE SERVICES DESCRIBED HEREIN, AND ARE MATERIAL TERMS HEREOF.
10. Indemnification.10.1 Universal Paranormal will defend Client against third party claims, and indemnify and hold Client harmless against final judgments (including reasonable attorneys’ fees), arising out of a breach of a claim that the Services infringe any United States patent, trademark or copyright, provided that (a) Client provides Universal Paranormal with prompt written notice upon becoming aware of any such claim; (b) Client reasonably cooperates with Universal Paranormal in the defense of such claim; and (c) Universal Paranormal has sole and exclusive control over the defense and settlement of any such claim. Notwithstanding the foregoing, Universal Paranormal will have no liability of any kind to the extent any claim is based on or arises from: (i) custom functionality provided to Client based on Client’s specific requirements; (ii) any modification of the Services by Client or any third party; (iii) the combination of Services with any technology or other services not provided by Universal Paranormal; or (iv) the failure of Client to use updated or modified versions of the Services made available by Universal Paranormal to avoid such a claim. If the Services are subject to a claim of infringement of the intellectual property rights of a third party, Universal Paranormal may, in its sole discretion, either (a) procure for Client the right to continue to use the Services; (b) modify the Services such that they are non-infringing; or (c) if in the reasonable opinion of Universal Paranormal, neither (a) or (b) are commercially feasible, then Universal Paranormal may upon thirty (30) days prior notice to Client, terminate the applicable Service.
10.2 The indemnification obligation contained in this Section 10, shall be Client’s sole remedy, and Universal Paranormal’s sole obligation, with respect to claim of infringement.
11. General Provisions.11.1 Export Restrictions. The Services, including any software, documentation and any related technical data included with, or contained in the Services, may be subject to United States export control laws and regulations. Client shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing or using the Services. Without limiting the foregoing: (a) Client represents that it is not named on any United States government list of persons or entities prohibited from receiving exports; (b) Client represents that Client will not use the Services in a manner which is prohibited under United States Government export regulations; (c) Client will comply with all United States antiboycott laws and regulations; (d) Client shall not provide the Service to any third party, or permit any User to access or use the Service in violation of any United States export embargo, prohibition or restriction; and (e) Client shall not, and shall not permit any user or third party to, directly or indirectly, export, re-export or release the Services to any jurisdiction or country to which, or any party to whom, the export, re-export or release is prohibited by applicable law, regulation or rule.
11.2 U.S. Government End User Provisions. Universal Paranormal provides the Services to federal government end users solely in accordance with the following: government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with Universal Paranormal to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.
11.3 Assignment. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without the other’s consent in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets. Any attempt to assign this Agreement other than as permitted herein will be null and void. Without limiting the foregoing, this Agreement will inure to the benefit of and bind the parties’ respective successors and permitted assigns.
11.4 Force Majeure. No failure or omission by the parties hereto in the performance of any obligation of this Agreement shall be deemed a breach of this Agreement, nor shall it create any liability, provided the party uses reasonable efforts to resume performance hereunder, if the same shall arise from any cause or causes beyond the reasonable control of the parties, including, but not limited to the following, which, for the purpose of this Agreement, shall be regarded as beyond the control of the parties in question: (a) acts of God; (b) acts or omissions of any governmental entity; (c) any rules, regulations or Registrations issued by any governmental authority or any officer, department, agency or instrumentality thereof; (d) fire, storm, flood, earthquake, accident, war, rebellion, insurrection, riot, strikes and lockouts; or (e) utility or telecommunication failures.
11.5 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict/choice of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Pasco County, in the State of Florida, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.
11.6 Notices. Any legal notice under this Agreement will be in writing and delivered by personal delivery, express courier, or certified or registered mail, postage prepaid and return receipt requested. Notices will be deemed to be effective upon personal delivery, one (1) day after deposit with express courier, five (5) days after deposit in the mail. Notices will be sent to Client at the address set forth on the Registration Form or such other address as Client may specify. Notices will be sent to Universal Paranormal at the following address: Universal Paranormal, Inc., Attention: PO BOX 856 Aripeka, Florida, OR 34679.
11.7 No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency, or joint venture.
11.8 Entire Agreement. This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, negotiations and communications (both written and oral) regarding such subject matter.
11.9 Marketing. Client grants Universal Paranormal the limited right to disclose that Client is a customer of the Universal Paranormal. Universal Paranormal agrees to obtain the prior written approval for any use of Client’s name in any print marketing materials, press release, blog posts, case studies or white papers.
11.10 Severability. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
11.11 Waiver. Failure of either party to insist on strict performance of any provision herein shall not be deemed a waiver of any rights or remedies that either party shall have and shall not be deemed a waiver of any subsequent default of the terms and conditions thereof.
11.12 Electronic Signatures and Communications. The parties agree that electronic signatures, whether digital or encrypted, by an Authorized User or a party’s authorized signatory are intended to authenticate such signatures and give rise to a valid, enforceable, and fully effective agreement. The parties expressly agree that any terms in Client’s purchase Registration forms, or electronic communications, other than Registrations placed by Client pursuant to Section 1.2, form no part of this Agreement.
11.13 Modifications. Universal Paranormal may make modifications to this Agreement by posting the modifications to the weblink this Agreement is located at. Client agrees to the updated version thirty days following posting of the modified terms, or upon execution of an Registration Form referencing the updated version number and weblink.
12. TERMS OF SERVICE
12.1 ARTICLES
- Annual Membership Is Reduced In Price With An Onyx Member Referral.
- By Receiving Direct Access To Our Onyx Members Annual Membership Is Non-Refundable.
- Membership Can Be Revoked Or Denied At Any Time For Any Reason.
- Selling Or Sharing Information From Our Directory Will Result In An Immediate Suspension & Removal.
- Harassment & Abrasiveness In Any Form Will Result In An Immediate Suspension & Removal.
- Sexual Harassment In Any Form Will Result In An Immediate Suspension & Removal.
- Non-Annual Renewal / Non-Payment Will Result In An Immediate Suspension & Removal.