This End User Services Agreement (EUSA) governs Company’s (Company) subscription to BulaLaw LLC’s Services. Company’s acceptance of this EUSA is indicated by the signature below and by signature on any Statements of Work.
IN CONSIDERATION of the mutual benefits derived by each Party, the Parties agree to the following terms and conditions:
1. SUBSCRIPTION TERMS.
- BULA will provide Company a worldwide, non-exclusive, and non-assignable right, without the right to sublicense, to use the Services as set forth in the applicable eCommerce purchase for Company’s business purposes. Company may assign user seats to Authorized Users. “Authorized Users” are individuals who are Company’s employees who have unique user identification and passwords that are solely for that individual’s use. Except as may be expressly provided in writing by BULA, the use of the Services for any purpose other than Company’s internal business uses is not permitted.
- Company will pay all fees set forth in the eCommerce store. Company must pay the Initial Term fee before Authorized Users are granted access to Bula. After the initial term (Initial Term), the subscription automatically cancels. Any cancellation will take effect the day after the last day of the subscription period. BULA may terminate this EUSA with thirty (30) calendar days’ notice.
2. COMPANY ACKNOWLEDGMENTS.
Company acknowledges and agrees that:
(a) the use of any Services are not substitute for professional judgment and do not relieve Company or any Authorized User, affiliates, or representatives from exercising the appropriate standard of care, skill, and professional judgment; (b) information and data gathered from the use of Services do not constitute a recommendation or advice by BULA or any of its representatives or affiliates, and neither Company, nor any of its Authorized Users, representatives, or affiliates shall rely on the Services for such purpose; (c) Company and its Authorized Users assume responsibility for all actions undertaken in connection with the use of the Services; and (d) Company and its Authorized Users agree to the Terms of Use as published on www.bulalaw.com/terms-of-use.
3. PROPRIETARY RIGHTS.
- The Services are the proprietary property of BULA and such proprietary rights remain vested in BULA. Company agrees that it will not sell, disclose, or otherwise make the Services or data published on www.bulalaw.com available to any third party except upon written approval from BULA. Company further agrees not to copy, in whole or in part, the Services or data published on www.bulalaw.com without the prior written consent of BULA.
- BULA owns all rights, title and interest in and to the Services and data published on www.bulalaw.com or, in the case of third party software or data, has the right to grant a sublicense to such third-party software or data. BULA represents and warrants that the Services do not violate or infringe any third party’s intellectual property right. BULA is authorized to sublicense, and if applicable, to license, to Company, the third- party software or data provided in the course of providing the Services.
- BULA’s trademarks, service marks and logos are the proprietary property of Bula and Company may not use them without Bula’s written consent.
4. WARRANTIES.
- BULA warrants that the Services will conform with the Statements of Work, however, this warranty will be void, and BULA shall not be obligated to correct or cure any defect or non- conformity resulting from: (a) any modification of the Services that is not performed by or on behalf of BULA; (b) use of the Services other than in accordance with the provided documentation; (c) any fault in or incorrect use of any other software used by Company. BULA’s entire liability, and Company’s exclusive remedy for any defect, non- conformity, or breach of this EUSA shall be for BULA to correct, cure, or otherwise remedy such defect or non-conformity, including the development by BULA of a work-around that provides the same functionality of the Services as described in the provided documentation.
- These warranties are exclusive and in lieu of all other warranties and BULA disclaims any and all other warranties, express or implied, with respect to the Services or any part thereof including, without limitation, any and all implied warranties including merchantability or fitness for a particular purpose. In addition, BULA expressly disclaims any warranty or representation made to any person other than Company with respect to the Services or any part thereof. BULA does not warrant that the operation of the Services will be uninterrupted or error-free.
5. GENERAL.
- This EUSA, any Statements of Work, exhibits, attachments, terms and conditions, and any documents expressly referred to constitute the entire agreement between the Parties. This EUSA may be executed simultaneously in two or more counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument. The EUSA may be amended, modified, or waived only with the written consent of the Parties or their respective permitted successors and assigns.
- This EUSA and all disputes arising under or related to it shall be governed by the laws of the state of organization of the Party defending the action, without regard to choice-of-law principles that would allow the application of another state’s law. The Parties agree that, in the event any Party initiates any action or proceeding relating to the EUSA in a state or federal court, the Parties will submit to the jurisdiction of the state of organization of the Party defending in a state or federal court with respect to such action or proceeding.
- Bula may assign this EUSA by operation of law or merger, or in any other manner, without Company’s prior written consent. The terms and conditions of this EUSA shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the Parties.
- All communications required or permitted to be given by this EUSA shall be made in writing and shall be sent by a recognized overnight commercial delivery or certified U.S. mail to the address for the respective Party indicated below or such other address as either Party may specify from time to time in writing.
- BULA and Company are independent contractors. Nothing in this EUSA creates a relationship of agent and principal, partners, joint venturers, or employer-employee between the Parties, and no act or obligation of either Party will bind the other.
