DealWare Application

Terms and Conditions of Use Agreement


This Terms and Conditions of Use Agreement (the "Agreement") describe the terms and conditions for use applicable to the DealWare Application (the "Application") owned, hosted and operated by Dealware Inc, a Colorado corporation (the "Company"). By clicking to accept this Agreement, you agree to comply with this Agreement, as well as with the Company's Privacy Policy (the "Privacy Policy"). This Agreement may be amended from time to time without prior notice. It is your responsibility to review this Terms and Conditions of Use Agreement periodically.


I.                    Acceptance of Terms of Use. You affirm that:

(a)    You are over 18 years of age and are able to understand and comply with this Agreement and the Privacy Policy.

(b)   Your use of the Application has been authorized by a transaction party (a "Transaction Party") that has entered into a valid transaction party agreement (a "Transaction Party Agreement") related to the transaction (the "Transaction").

(c)    You shall not use the Application for any purpose that is unlawful or otherwise prohibited by: (i) this Agreement; (ii) the Privacy Policy; or (iii) the Transaction Party Agreement.

(d)   You are solely responsible for maintaining the confidentiality of your Login credentials related to the Transaction which consists of the secure password you create in connection with your Login credentials, and for all activities that occur under your Login credentials and your access to the Application.

(e)    You shall not share your Login credentials with anyone, including any third party who is also an employee or independent contractor or advisor of the Transaction Party.

(f)    You shall update and change your Login credentials as instructed and/or in accordance with the security policies and procedures of the Company and/or Transaction Party with whom you are affiliated.

(g)   You shall take all reasonable actions necessary to prevent any unauthorized access or use of the Application.

(h)   You shall not sell, lease, assign, distribute, display or otherwise commercially exploit the Application by making it available to any third party.


(j)     You shall not copy, modify, duplicate, creative derivative works from, reverse engineer, compile, disassemble, reduce to human perceivable form, frame, mirror, republish, download, display, transmit or otherwise distribute the Application or any portion thereof in any form or media or by any methods or means.

(k)   You shall promptly deliver us written notice if you discover any suspected instances of unauthorized access or misuse of your Login credentials, the Application or any Content (as defined below).

(l)     You shall be responsible for the adequacy and accuracy of all materials, content and other information you (i) upload to the Application and/or (ii) modify or develop through download, access, viewing or interaction through the Application (collectively the "Content").

(m) The Content shall not be unlawful or otherwise in violation of any applicable law, regulation, rule or other legal requirements and shall not be infringing, defamatory, disparaging or otherwise tortious.

(n)   The Content shall not be copied, modified, duplicated, decompiled, disassembled, reverse engineered, downloaded, transmitted or otherwise distributed other than for the sole purpose of evaluating and participating in the Transaction.

(o)   You are accessing the Content for the sole purpose of evaluating and participating in the Transaction.

(p)   You shall not access, store, distribute or transmit anything while using the Application that may prevent, impair or otherwise adversely affect: (i) the use and operation of the Application or the Content; (ii) any computer hardware, network or software hosting the Application or used to access and use the Application; and (iii) any telecommunications services or hardware related to the hosting, use and access of the Application.

(q)   You acknowledge and agree that the Transaction Party that authorized your use of the Application shall own and retain title to all Content. Notwithstanding anything to the contrary set forth herein, You hereby grant to the Company a perpetual, non-exclusive, non-transferable, limited license to analyze and process the Content for purposes of developing enhancements, optimization, customization and new features and applications for the Application; provided, however, that the Company shall comply with the terms and conditions of its then-current Privacy Policy in connection with Content containing personally identifying information regarding any individual person to ensure that such information is not disclosed or used in violation of such Privacy Policy.

(r)    You acknowledge and agree that the Transaction Party and the Counterpart Transaction Party shall have the right to access and use the Content in connection with the Transaction in accordance with the terms and conditions set forth in their separate Transaction Party Agreements related to this Transaction.


II.                 The Company's Rights. You acknowledge that the Company has no obligation to monitor your use of the Application or screen the Content that you upload to, or access via, the Application. However, the Company reserves the right to monitor any and all use and activities in connection with the Application, including without limitation, audit your access and use of the Application in order to verify your authenticity as an authorized user and to otherwise ensure compliance with this Agreement and the Transaction Party Agreement. In the event the Company determines that you have violated this Agreement, the Company in its sole discretion, shall have the right to immediately disable and temporarily or indefinitely suspend your Login credentials and permission to access and use the Application.


III.              Confidentiality. You acknowledge and agree that: (a) all information and Content communicated to you or accessed by you through the Application shall be deemed confidential (the "Confidential Information") and only used in connection with the Transaction. Confidential Information shall not include information that: (i) is already known or received by you without an obligation of confidentiality other than under this Agreement; (ii) is publicly known or becomes publicly known through no unauthorized act by you; or (iii) is disclosed as required by law or an order of court of competent jurisdiction. You agree to use the same standard of care to protect the confidentiality, and prevent the disclosure of, the Confidential Information as you would use to protect your own Confidential Information, which shall not be less than reasonable care. You shall not disclose to any third party the Confidential Information without the prior written consent of the Transaction Party.


IV.              Consent to Electronic Communications, Notifications and Solicitations. You acknowledge and agree that Company may send you (including via email) information regarding the Application and products/Services of the Company, such as: (a) notices about your use of the Application, including notices of violations of use; (b) updates to the Application and new features or products; and (c) promotional information and materials regarding Company's products and services. Please review your settings in your account to control the messages you receive from Company or unsubscribe by following the instructions in the message.


V.                 No Implied Warranties. Except as OTHERWISE SET FORTH in this Agreement, the company makes no other representations or warranties of any kind, whether express or implied, regarding the application, the company intellectual property, the company's confidential information or any other matter, including without limitation, the merchantability, suitability, originality, fitness for a particular use or purpose, or results to be derived from the Same, AND the company SPECIFICALLY DISCLAIMS THE SAME.


VI.              Limitation of Liability and Damages. Neither you nor the company shall be liable to the other party for punitive, special, consequential, incidental, or indirect damages of any kind or nature whether such liability is asserted on the basis of contract, tort or otherwise, including without limitation, lost profits, or loss or damage to data arising out of the: (a) use or inability to use the application, the company intellectual property and/or the company's confidential information; or (B) the failure to consummate a transaction, even if such party has been advised of the possibility of such damages.


VII.           Indemnification. To the extent not prohibited by law, you will defend Company against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content or information provided by you, or your use of the Application: (a) infringes a registered patent, trademark, or copyright of a third party, or misappropriates a trade secret; or (b) violates applicable law or this Agreement. Company will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.


VIII.         Governing Law; Venue; Jurisdiction; Jury Trial Waiver. This Terms and Conditions of Use Agreement shall be governed by and construed in accordance with the laws of Colorado, including all matters of construction, validity and performance. You agree that any action or proceeding commenced under or with respect to this Agreement shall be brought only in the county or district courts of Boulder County, Colorado, and the parties irrevocably consent to the jurisdiction of such courts and waive any right to alter or change venue, including by removal. THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF.


IX.              Entire Agreement; Severability; Waiver. This Agreement constitutes the entire agreement between you and the Company hereto concerning the matters covered herein and supersedes all prior agreements and/or understandings, between the parties, whether written or oral, concerning the matters addressed herein; and there are no understandings, agreements, representations or warrants, express or implied, which are not specified in writing and agreed to by you and the Company hereto. In the event that any of the terms of this Agreement are or become illegal or unenforceable, such terms shall be null and void and shall be deemed deleted from this Agreement, and all the remaining terms of this Agreement shall remain in full force and effect. No waiver of any provision of this Agreement, nor consent to any departure by either party therefrom, shall in any event be effective unless the same shall be in writing and signed by a duly authorized officer of the party to be charged with the waiver or consent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.


X.                 Assignment. Company may assign, transfer, or otherwise dispose Company's rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Application, unless allowed by Company in writing.