NON-DISCLOSURE/CONFIDENTIALITY AGREEMENT
Membership Agreement
NOTICE: PLEASE READ THIS CONTRACT CAREFULLY. BY CLICKING THE LOGIN BUTTON YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT CLICK THE BUTTON.
YOU ARE ALSO BOUND TO THE TERMS, PRIVACY, AND EARNINGS POLICIES AS STATED ON THE SOFTWARE SALES SITE OF WARCHESTBUILDER.COM. REVIEW THOSE POLICIES BY CLICKING THE FOLLOWING LINKS. EARNINGS DISCLAIMER, TERMS OF USE, AND PRIVACY POLICY. BY REGISTERING AND PARTICIPATING AT THIS MEMBERSHIP SUPPORT SITE YOU ALSO AGREE TO BE BOUND TO THE POLICIES OF WARCHESTBUILDER.COM, KNOWN AS THE SALES SITE.
1. You are contracting with Quality Solutions (“QS”) to obtain membership in its Internet website, www.wcbmembers.com, (the “Site”) and receive a license to its computer software (the “Software”), WARCHESTBUILDER.COM.
2. Effective date – This Agreement shall become effective immediately when you click the “Register” or “Log In” button. QS may modify the Program or these Terms at any time without liability and your use of the Program after notice that the Terms have changed indicates acceptance of the Terms. Any change to the Agreement supersedes and replaces any prior version of the Agreement, terms and conditions applicable to the subject matter hereof.
3. Software License
a. QS grants to you a personal, non-transferable and non-exclusive right to use the copy of the Software available on the Site. You agree you will not copy the Software except as necessary to use it on a single computer. You agree that you may not copy the written materials accompanying the Software. Modifying, translating, renting, copying, transferring or assigning all or part of the Software, or any rights granted hereunder, to any other persons and removing any proprietary notices, labels or marks from the Software is strictly prohibited. Furthermore, you hereby agree not to create derivative works based on the Software. You may not transfer this Software.
b. The Software is licensed, not sold. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of QS and/or its suppliers, and you will not acquire any rights to the Software, except as expressly set forth above.
c. You agree that you will not attempt, and if you are a corporation, you will use your best efforts to prevent your employees and contractors from attempting to reverse compile, modify, translate or disassemble the Software in whole or in part. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this Agreement and the reversion of the rights granted hereunder to QS.
d. You may not loan, rent, or lease the Software.
4. Confidentiality
a. You acknowledge that QS will provide confidential information to you through the Site and the Software.
b. You agree that you will at no time, during or after your membership, disclose or divulge to others, any of the confidential information you obtain from QS.
5. Internal Communications
a. You must behave in a mature and positive manner.
b. Hate speech of any kind won’t be tolerated.
c. You must refrain from ‘flame wars’, the use of profane language and all manner of abusive attacks.
6. Breach – In the event you breach this Agreement, or QS suspects you have breached it, QS reserves the right to immediately terminate this Agreement, your Software license, and your membership on the Site. If your membership and license are terminated under this provision, you will not be given any refund.
7. Disclaimers and Indemnities
a. QS PROVIDES THE SITE AND SOFTWARE “AS-IS” AND QS DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. QS CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE OR INFORMATION THEREIN. QS DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE FROM OR THROUGH THE SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
b. You agree to indemnify and hold QS, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any information you obtain from the Site and Software, your use of the Site and Software, your conduct in connection with the Site and Software or with other users of the Site and Software, or any violation of this Agreement or of any law or the rights of any third party.
c. IN NO EVENT WILL QS OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE AND SOFTWARE OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF QS IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, QS’ LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO QS FOR GOODS AND SERVICES.
8. Limited refunds – QS will only provide a refund to you within the first ninety (90) days after your purchase. After ninety (90) days, or if QS ever terminates the Agreement under paragraph six (6), you will not be eligible for a refund of fees paid to QS.
9. Privacy – The Site has a Privacy Policy available online which governs matters of privacy and your confidential information. By accepting this Agreement, you agree to the Privacy Policy, and it is hereby incorporated by reference.
10. Terms of Use – The Site has Terms of Use available online which govern your use of the Site. By accepting this Agreement, you agree to the Terms of Use, and it is hereby incorporated by reference.
11. Amendments – Except as specifically provided herein, this Agreement may be amended only by a writing signed by both parties, by your online acceptance of updated Terms, or after your continued participation in the program after they have been updated by QS. This Agreement, and the rights and obligations hereunder, shall not be assigned by you.
12. Choice of law – This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Virginia. Each party agrees to personal jurisdiction in any action brought in any court, Federal or State, within the City of Richmond, Commonwealth of Virginia having subject matter jurisdiction over the matters arising under this Agreement. Any suit, action or proceeding arising out of or relating to this Agreement shall only be instituted in the Commonwealth of Virginia. Each party waives any objection which it may have now or hereafter to the laying of the venue of such action or proceeding and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding.
13. Severability – Should any provision of this Agreement be determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, then such provision shall automatically be amended so as to make it valid, legal and enforceable but keeping it as close to its original meaning as possible. The invalidity, illegality or unenforceability of any provision shall not affect in any manner the other provisions herein contained, which remain in full force and effect.
14. Assignment – This Agreement shall be binding upon the parties, and upon their heirs, executors, personal representatives, administrators and QS’ assigns. No person shall have a right or cause of action arising out of or resulting from this agreement except those who are parties to it and their successors in interest. The agreement must be construed as if both parties jointly wrote it.
15. Entire understanding – This Agreement, along with the Site’s Terms of Use and Privacy Policy, and the Sale’s Sites Terms of Use, Earnings Disclaimer and Privacy Policy constitute the entire agreement between you and QS.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and date whereupon the user clicked the “Log In” button.