Vault License Agreements

a la mode technologies, llc.

Effective 6/30/2016

TERMS AND CONDITIONS

1. LICENSE TERMS: ALM hereby grants You a nonexclusive, nontransferable, restrictive and conditional right to use the enclosed Software and Online Services used in conjunction with the Software subject to the terms and conditions contained in this License. You assume full responsibility for the selection of this program to achieve your intended results, and for the installation, use, and results obtained from this program.

RETENTION AND STORAGE: ALM will only store documents in the Vault for a period of 90 days after your subscription ends. You shall take necessary steps to archive your own copies of documents outside the Vault and a la mode servers in order to maintain compliance with any applicable local, state, federal or international requirements on the retention and storage of documents.

2. FEES AND PAYMENT. You shall pay the fees and other charges for the Services as stated on pages relating to Vault at www.alamode.com or in this Agreement. All fees are due immediately and, except as expressly provided herein, are non-refundable. ALM reserves the right to change its fees at any time. You shall make all payments in U.S. currency. Your credit card will be billed in advance for any and all fees. ALM reserves the right to suspend or terminate your account if credit card charges are denied. Such suspension or termination shall not relieve you of the obligation to pay the fees due. You agree to pay ALM its reasonable expenses, including attorneys’ and collection agency fees, incurred in enforcing its rights under this Agreement.

3. TERM AND TERMINATION.

3.1 This Agreement shall become effective upon your acceptance of the terms and conditions contained herein and shall continue for a period of one (1) year unless sooner terminated as provided below.

3.2 If, in the first one hundred (100) days after your purchase of this Software, you are not satisfied for any reason with the Services, you may cancel this Agreement and receive a full refund of fees paid. Notice of such cancellation shall be made by contacting ALM at 1-800-252-6633 (1-800-ALAMODE) and notifying the representative that you wish to receive a refund. The notice must be made prior to 6:00 p.m. Florida time on the one hundredth (100th) day after your purchase of this Software.

4. ALM reserves the right to terminate this Agreement for any reason, as determined by ALM in its sole discretion. ALM shall have no obligation to refund any of Member’s fees due to ALM’s early termination of this Agreement.

5. USE OF THE SOFTWARE: In consideration of this License, you agree that the Software and its documentation are for your use only. You agree not to sublicense this Software, nor make copies of the Software or its documentation to sell or to distribute free of charge. You may copy the program into any machine-readable or printed form for backup or modification purposes in support of your own use of the Software on a single machine. Certain programs, however may contain devices to limit or inhibit copying. You agree to take all reasonable and necessary steps to ensure that all employees and other persons under your control do not use this Software in contravention of the terms of this License and are aware of and abide by the terms of this License. The Software shall be used only by you, only for your own use and not for the benefit of any other person or entity.

The Software shall only be used for lawful purposes. Transmission or solicitation of any material that violates any local, state, federal or international law, order or regulation is prohibited.

5.1 You shall not use the Software to conduct any of the following activities:

(a) disclose the trade secrets of any other person or entity;
(b) conduct any other activity that ALM determines, in its sole discretion, to be fraudulent, illegal or an unreasonable drain on system resources.

6. SECURITY: You agree that you will not attempt to compromise the security on the ALM servers by any means including, but not limited to:

(a) attempting to gain access to restricted information on the ALM servers;
(b) attempting to disable, cripple or modify ALM servers or any service running on an ALM server; or
(c) attempting to access information in other ALM customers’ accountsALM reserves the right to prosecute any person or entity attempting to compromise the security of the ALM servers to the fullest extent allowed by applicable law

7. OWNERSHIP: You have no ownership rights in the Software. Rather, you have a license to use the Software as long as this License Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with ALM. Any other use of the Software by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement.

8. PRIVACY.

8.1 INFORMATION RIGHTS. ALM may retain and use information collected in Your use of the Services. ALM will use this information to operate the Services and to provide service(s) or carry out transaction(s) you have requested or authorized. ALM will not share personally-identifiable information with any third parties unless we (i) have Your consent; (ii) conclude that it is required by law or a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect the rights, property or safety of ALM, its users or the public; or (iii) provide such information in certain limited circumstances to third parties to carry out tasks on ALM’s behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by ALM. When this is done, it is subject to agreements that oblige those parties to process such information only on ALM’s instructions and in compliance with this Agreement and appropriate confidentiality and security measures.

8.2 CONFIDENTIALITY. The term “nonpublic personal information” means the same under this Agreement as it does under §509 of the Gramm-Leach-Bliley Act (15 U.S.C. §6809). In the course of providing the services, ALM may receive nonpublic personal information (“NPI”) about the User’s customers. ALM shall maintain the confidentiality of the NPI and shall not, without the prior written consent of the User, disclose, copy or use any NPI other than to carry out the services provided hereunder.

8.3 SAFEGUARDING CUSTOMER INFORMATION. ALM shall implement appropriate measures designed to: (a) ensure the security and confidentiality of NPI; (b) protect against any anticipated threats or hazards to the security or integrity of NPI; and (c) protect against unauthorized access to or use of NPI that could result in substantial harm or inconvenience to any customer.

8.4. INCIDENT RESPONSE. In the event ALM becomes aware of any unauthorized access to or use of NPI (an “Incident”), ALM shall undertake appropriate actions to address the Incident including, without limitation, assessing the nature and scope of the Incident, identifying what NPI may have been compromised, notifying appropriate law enforcement authorities where applicable, notifying User and taking appropriate steps to contain and control the Incident.

8.5 INDEMNIFICATION. ALM agrees to indemnify and hold the User harmless from and against any and all claims, demands, liability, damages, loss, cost and expenses, including reasonable attorney’s fees arising out of or in any way related to ALM’s failure to maintain the confidentiality of any NPI.

9. COPYRIGHT: The Software and Documentation contain material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by ALM. You shall not remove any proprietary notice of ALM from any copy of the Software or Documentation.

10. RESTRICTIONS: You may not publish, display, disclose, rent, lease, sublease, modify, loan, distribute, or create derivative works based on the Software or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Software, nor shall you attempt to create the source code from the object code for the Software. You shall not transmit the Software over any network or between any devices, although you may use the Software to make such transmissions of other materials.

11. USER COMMUNICATION: ALM reserves the right to send service emails notifying User of operational or other changes that may affect or change the Services offered by ALM. Please note that you cannot opt out of such service emails because these service emails provide information critical for the operation of the Software.

USER HEREBY GRANTS ALM EXPRESS WRITTEN PERMISSION TO SEND FAX AND OR EMAIL SOLICITATIONS OR ADVERTISEMENTS, THUS SATISFYING ANY EXPRESS WRITTEN PERMISSION REQUIREMENT.

12. AMENDMENTS/MODIFICATIONS. ALM reserves the right to amend the Service offerings and add, delete, suspend or modify the terms and conditions of the Services at any time, and to determine whether and when, at its sole discretion, any such changes apply to existing or future Members.

13. CONFIDENTIALITY: You acknowledge that the Software contains proprietary trade secrets of ALM and you hereby agree to maintain the confidentiality of the Software using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information.

14. ASSIGNMENT: You may not assign, transfer or lend the Software without ALM’s express written consent. UNAUTHORIZED DUPLICATION, TRANSFER OR SALE OF THIS SOFTWARE SHALL CONSTITUTE A VIOLATION OF COPYRIGHT LAWS AND ENTITLES ALM TO ALL REMEDIES AVAILABLE UNDER APPLICABLE LAWS.

15. VIOLATIONS OF LICENSE: Should ALM become aware of any violations of this License, the party responsible for such violations agrees to be obligated to ALM for all costs incurred to enforce this License, including reasonable attorney’s fees and court costs.

16. DISCLAIMER OF WARRANTIES: THIS SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNLESS SPECIFICALLY PROVIDED HEREIN. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT ALM) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

17. LIMITATION OF LIABILITY: IN NO EVENT SHALL ALM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS, LIABILITY, PENALTY OR DAMAGE ARISING IN ANY WAY, EITHER DIRECTLY OR INDIRECTLY OUT OF THE USE OF THIS SOFTWARE OR ITS DOCUMENTATION. YOU AGREE THAT IN NO EVENT SHALL ALM BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOST BUSINESS OPPORTUNITY OR LOST SAVINGS, THAT IN ANY WAY RELATE TO THE USE OF ALM’s PRODUCTS. ALM’s LIABILITY SHALL IN NO WAY EXCEED THE TOTAL AMOUNT OF YOUR LICENSE FEE THAT YOU ACTUALLY PAY FOR THE USE OF ALM’s SOFTWARE.SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

18. EXPORT RESTRICTIONS: This License Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on the export from the United States of America of the Software or information about such Software which may be imposed from time to time by the Government of the United States of America. You shall not export the Software, Documentation, or information about the Software and Documentation without consent of ALM and compliance with such laws, regulations, orders, or other restrictions.

19. SEVERABILITY; WAIVER: If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

20. UPDATES: At ALM’s sole discretion, ALM may provide you with an update. ALM reserves the right to provide the update in exchange for payment of a fee. This License will govern all updates, copies, and merged or modified versions of the Software unless a new License is provided to you.

21. GOVERNING LAW: This Agreement shall be governed, construed and enforced in accordance with the laws of the State of Florida, USA, without giving effect to its conflict of laws principles.

22. FORCE MAJEURE: ALM shall not be liable for nonperformance, delay, errors, data loss or other loss caused by any event reasonably beyond ALM’s control including, but not limited to, acts of God, war, terrorism, hostilities, revolution, civil disorder, national emergency, strikes, lockouts, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo or any law, proclamation, regulation, ordinance or other act or order of any court, government or governmental agency.

23. INDEMNIFICATION: You agree to indemnify and hold ALM harmless from any and all claims and demands, including, but not limited to reasonable attorneys’ fees, made by any third party due to or arising out of any information, including, but not limited to, information provided by ALM. The information, software, products, and services may include inaccuracies or typographical errors. Changes are periodically added to the information herein. ALM, its affiliates and/or its respective suppliers may make improvements and/or changes in this site at any time. In no event shall ALM be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of ALM services and software.

24. ENTIRE AGREEMENT: This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. ALM reserves the right in its sole discretion to change or modify this Agreement in whole or in part at any time or from time to time.

ALM reserves the right to prosecute any person or entity attempting to compromise the security of the ALM servers to the fullest extent allowed by applicable law

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT; YOU UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS LICENSE CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND ALM AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL, OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS LICENSE. YOU ALSO AGREE THAT ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE APPLY TO YOUR USE OF THE SOFTWARE, SHOULD YOU CHOOSE TO PROCEED WITH THE USE AND IMPLEMENTATION OF THE SOFTWARE.