End User License Agreement
End User License Agreement for Use of Lineup Management Service’s Subject Matter Expert (SME) Software Application (“EULA”)
This End User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Lineup Management Services, LLC. (“Lineup”) for access to the Lineup software application (“Software”) that accompanies this EULA, which may include associated media, printed materials, “online” or electronic documentation, and Internet-based services.
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT WHEN YOU USE THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT ACCEPT OR USE THE SOFTWARE.
GENERAL
Lineup grants you a license to use the Software under the terms and conditions set forth in this EULA, provided that you comply with all such terms and conditions. The Software is protected by copyright and other intellectual property laws and treaties. Lineup owns the title, copyright, and other intellectual property rights to the Software. Lineup reserves all rights not expressly granted to you in this EULA. The Software is licensed, not sold.
You may not reproduce or install the Software on your computer. You may only use the Software through the web server access provided by Lineup. You may not reverse engineer, decompile, or disassemble the Software, including any codes or protocols associated with the Software.
DISCLAIMER OF WARRANTIES
To the maximum extent permitted by applicable law, lineup provides to you access and use of the software, and support services (if any as described in this EULA) as is and with all faults; and lineup hereby disclaims 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, of lack of viruses, and of lack of negligence, all with regard to the software, and the provision of or failure to provide support or other services, information, software, and related content through the software or otherwise arising out of the use of the software. Also, there is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement with regard to the software.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
To the maximum extent permitted by applicable law, in no event shall lineup 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, negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the software, the provision of or failure to provide support or other services, information, software, and related content through the software or otherwise arising out of the use of the software, or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict or product liability, breach of contract or breach of warranty of lineup, even if lineup has been advised of the possibility of such damages.
LIMITATION OF LIABILITY AND REMEDIES
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages in contract or anything else), the entire liability of Lineup under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to U.S. $5.00. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
1. INTRODUCTION: This Agreement governs End User’s use of the Software, which Lineup represents and warrants was and is developed and owned by Lineup. End User will be provided access through Lineup to Lineup’s Software. End User also will be provided access to the collected data results from surveys and forms it publishes to its employees, customers, SMEs, volunteers, board members, vendors, and others.
2. LICENSE: Subject to the terms and conditions of this Agreement, Lineup grants End User, and End User accepts, a nontransferable and nonexclusive license to use only the Software for the sole purpose of managing SMEs, volunteers, board members, and providing online survey and application forms services for its business purposes. End User may use and access the Software solely through an approved web site identified by Lineup (the “Site”).
End User acknowledges that Lineup represents and warrants that it is the sole owner of all intellectual property rights in and to the Software and the Site, including but not limited to the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated therewith. Except as expressly authorized in this Agreement, End User will not copy, modify, distribute, sublicense, transfer, display, rent or unbundle the Software. In addition, End User will not reverse engineer, decompile or disassemble the Software, and will not otherwise attempt to reconstruct or discover the source code for the Software. Lineup reserves all rights in the Software not expressly granted to End User.
3. ACCEPTANCE: Acceptance of usage and access to Lineup’s software is deemed to have occurred upon End User’s submission of this acceptance by using the “Submit”, “Start My Free Trial”, “Start My Free Access”, “Access”, or any other similar call to action (CTA) button on any Lineup form or pages.
4. ADDITIONAL END USER OBLIGATIONS: End User shall have sole responsibility for acquiring and maintaining its own technology environment to access the Site.
End User agrees to comply with industry best practices in accessing Lineup in a safe and secure manner for the purposes of conducting business in accordance with the intended use and function of the Software. These best practices may include maintaining proper credentials that have been provided for approved individual access to the system (e.g. user name, email and/or passwords) and not sharing or authorizing other individuals use of those credentials. Lineup may revise and further define what is considered industry best practice or required or prohibited system security behavior from time to time.
Lineup may in its sole discretion deny or remove access to any user of the Software or Site (“User”) who fails to abide by these best practices or who otherwise tampers with or abuses the Site or the Software or utilizes the Software for illegal, disruptive or other inappropriate purposes.
5. CONFIDENTIALITY: “Confidential Information” means any information or data (including without limitation any formula, pattern, compilation, program, device, method, technique, or process) that is disclosed by one party (a “disclosing party”) to the other party (a “receiving party”) pursuant to this Agreement. Confidential Information of Lineup includes, but is not limited to, the terms of this Agreement; the Software, as well as the structure, organization, design, algorithms, methods, templates, data models, data structures, flow charts, logic flow, and screen displays associated with such Software. Confidential Information does not include information that: (a) is or becomes publicly known or available without breach of this Agreement; (b) is received by a receiving party from a third party without breach of any obligation of confidentiality; or (c) was previously known by the receiving party as shown by its written records.
A receiving party agrees: (a) to hold the disclosing party’s Confidential Information in strict confidence; and (b) except as expressly authorized by this Agreement, not to, directly or indirectly, use, disclose, copy, transfer or allow access to the Confidential Information. In addition, without limiting the foregoing, Lineup agrees to use, and to require its contractors to use, reasonable procedures and mechanisms to maintain the security of and to prevent the unauthorized access to the computer systems on which End User’s Confidential Information resides. Notwithstanding the foregoing, a receiving party may disclose Confidential Information of the disclosing party as required by law or court order; in such event, such party shall use its best efforts to inform the other party prior to any such required disclosure.
Each party acknowledges and agrees that any violation of this Section or the intellectual property rights of Lineup may cause the disclosing party irreparable injury for which the disclosing party would have no adequate remedy at law, and that the disclosing party shall be entitled to preliminary and other injunctive relief against the receiving party for any such violation. Such injunctive relief shall be in addition to, and in no way in limitation of, all other remedies or rights that disclosing party shall have at law or in equity.
6. TERM OF AGREEMENT: The Term of this license agreement is indefinite, beginning with the date the agreement is accepted by the End User.
7. WARRANTY: Lineup warrants that the Software will substantially conform to the training instructions. If it does not, at Lineup option, Lineup will either make the training instructions conform to the Software, or replace it with conforming Software. This is the exclusive remedy for breach of the foregoing warranty.
8. LIABILITY: In no event shall either party be liable for special, consequential, incidental, indirect or punitive loss, damage or expenses whether arising in contract or tort (including but not limited to lost profits, savings, data, or the cost of recreating lost data), even if it has been advised of their possible existence.
9. INDEMNIFICATION: If a claim of copyright, patent, trade secret, or other intellectual property rights violation is made against End User relating to the Software, End User agrees to promptly notify Lineup, allow Lineup to control the litigation or settlement of such claim, and cooperate with Lineup in the investigation, defense, and/or settlement thereof. Lineup agrees to take control of the litigation and indemnify, defend and hold harmless the End User, including by paying any settlement approved by Lineup, or any judgment, costs, or attorneys’ fees during the course of the claim and finally awarded against the End User for such claim. End User may participate at End User’s own expense. This indemnification obligation does not apply to the extent the claim is based on a combination of Software with other software, or any modification to the Software, if such claim would not have been made but for the combination or modification, provided that the Software has a substantial non-infringing use. If such a claim is made or, in Lineup opinion, is likely to be made, Lineup, at its sole discretion, may modify the Software, obtain rights for the End User to continue using the Software, or terminate the agreement for the Software.
10. MISCELLANEOUS: Neither party shall be liable for any failure or delay in the performance of its obligations due to causes beyond the reasonable control of the party affected, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, accident, fire, explosion, flood, hurricane, severe weather or other act of God.
11. PRIVACY POLICY: Lineup maintains its current Privacy Policy online at https://lineupteams.com/privacy-policy. In the event of a conflict between Lineup’s Privacy Policy and the Terms and Conditions and/or this EULA, the Terms and Conditions and/or EULA shall control. In no event will Lineup use aggregate or anonymous data for any purpose other than fulfilling the terms of any agreement between Lineup and you. Lineup will not share your information with third parties, other than as permitted in the Terms and Conditions and/or this EULA, without your written consent.