Terms of use for Funding Roadmap.Com reporting system subcription and posting services
Funding Roadmap™ is an online multiple choice Business Plan and Due Diligence reporting system created by Unismart Capital Software Inc.
THIS AGREEMENT is made and entered into between. Unismart Capital Software Inc.(“INC.”) and the SUBSCRIBER (“SUBSCRIBER”) with respect to the product known as Funding Roadmap TM (“Funding Roadmap TM “) which is owned by Unismart Capital Software Inc. and which is a server based on-line reporting system in which SUBSCRIBER shall have the right to utilize its own subscription copy of our reporting system. Subject to the terms and conditions of this Agreement, Unismart Capital Software Inc. authorizes SUBSCRIBER to access and utilize FundingRoadmap.com throughout the term of this Agreement.
1. Funding Roadmap™ Throughout the term of this Agreement, SUBSCRIBERS shall be permitted to provide password access to the Funding RoadmapTM to that number of users (“USERS”) for which Subscriber has paid the required fee. in order for USERS to review and and such other lawful purposes as Funding RoadmapTM permits. Unismart Capital Software Inc. may, without advance notice or liability, add, discontinue, or revise any aspect of the Funding Roadmap TM, including, without limitation, such aspects as scope of service, availability of service, time of service availability, or the hardware and/or software required for SUBSCRIBER to access and use the Funding Roadmap TM, subject to the terms and conditions of this Agreement.
2. SUBSCRIBER Equipment and Remote Connect Charges. SUBSCRIBER shall be responsible for obtaining and maintaining, at its own expense, all computer hardware, software, communication equipment, internet access accounts and access lines necessary to access and utilize Funding RoadmapTM.
3. User Passwords and Use Thereof. All USERS will be responsible for maintaining the confidentiality of their passwords, logins and access codes that they register and distribute, and SUBSCRIBER will be responsible for all activities and charges resulting from the use of their edition of FundingRoadmap.com including unauthorized use.
4.Conduct of SUBSCRIBER. SUBSCRIBER agrees that all USERS authorized by SUBSCRIBER to access their copy of the Funding RoadmapTM shall use Funding RoadmapTM only for lawful purposes. SUBSCRIBER and its USERS will not post or transmit on or through FundingRoadmap.com and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES any libelous, obscene, or otherwise unlawful information of any kind, and they will not engage in any conduct involving Funding RoadmapTM and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES that would constitute a criminal offense or give rise to civil liability under any local, provincial, state, federal or other law or regulation and SUBSCRIBER and its USERS will not upload, post, reproduce or distribute to or through Funding RoadmapTM any material protected by copyright, privacy or other proprietary right without first obtaining the written permission of the owner thereof. Any complaint with regard to “SPAM” may result in the immediate termination of Subscribers access to FundingRoadmap.com.
5.1 SUBSCRIBER acknowledges that Funding RoadmapTM software and software accessible through the www.FundingRoadmap.com website or it’s clients website's contain copyrighted and other proprietary and confidential information and material, and SUBSCRIBER and its USERS will respect all such proprietary rights and take such precautions as may be reasonably necessary to protect private, confidential and other proprietary information and material from unauthorized use or disclosure.
5.2 Accuracy and Validity of Information and Opinions. Unismart Capital Software Inc. will make a reasonable effort to ensure that information it contributes to Funding RoadmapTM is timely and accurate. However, Unismart Capital Software Inc. does not endorse or warrant and assumes no responsibility whatsoever for the timeliness, accuracy, reliability, completeness or usefulness of any statement, opinion, advice, service or other information contributed to Funding RoadmapTM
5.3 Monitoring of Funding Roadmap™ : Unismart Capital Software Inc. may, in its discretion, monitor Funding Roadmap and SUBSCRIBERS and USER’S use thereof to determine and ensure compliance with this Agreement and to protect itself and other USERS of Funding RoadmapTM from fraudulent, unlawful, dangerous or abusive use of Funding RoadmapTM. Unismart Capital Software Inc. may also intercept and disclose any content, record, use or other information to the extent reasonably necessary to protect the rights of or mechanical Unismart Capital Software Inc or service quality control as permitted by law, or to comply with any law, regulation, or governmental request. Unismart Capital Software Inc may also, at its discretion, review, edit, refuse to post or remove any material or information submitted or transmitted to www.FundingRoadmap.com. Unismart Capital Software Inc will not, however, intentionally intercept or disclose any private e-mail message unless required or permitted by law to do so, and Unismart Capital Software Inc. shall be under no obligation to monitor, review, screen, edit or otherwise control any information or material contributed to FundingRoadmap.com
6. Funding Roadmap™ Licenses: Unismart Capital Software Inc hereby grants to SUBSCRIBER a non-exclusive, non-transferable license to use Funding RoadmapTM and to have its USERS use Funding RoadmapTM in accordance with the terms and conditions of this Agreement. SUBSCRIBER agrees to respect the copyright and other proprietary rights of third party licensors of Funding RoadmapTM and to abide by the terms of license agreements applicable thereto and to ensure that its USERS also abide by the terms of license agreements applicable thereto.
6.1 Throughout the term of this Agreement, SUBSCRIBER and its USERS may use Funding RoadmapTM solely for the purpose for which it is intended and
6.2 Unismart Capital Software Inc. is the copyright and patent pending owner of Funding RoadmapTM. The technical procedures, processes, methods of operation, and concepts which are embodied within the Funding RoadmapTM are trade secret information of Unismart Capital Software Inc and/or its licensor(s). This license is not a sale of a copy of the Funding RoadmapTM and does not render SUBSCRIBER or its USERS ownership of a copy of the Funding RoadmapTM. Ownership of the Funding RoadmapTM and all components and copies thereof shall at all times remain with Unismart Capital Software Inc and its licensor(s), regardless of who may be deemed the owner of the tangible median in or on which the Funding RoadmapTM may be copied, encoded or otherwise fixed. However all data and files submitted by SUBSCRIBER and its USERS to Funding RoadmapTM shall at all times be the property of SUBSCRIBER.
6.3 SUBSCRIBER will make all reasonable efforts to prevent any unauthorized copying of Funding RoadmapTM or disclosure or use of the Funding Roadmap. Unismart Capital Software Inc or any third party licensor’s trade secret information, and SUBSCRIBER will advise its USERS who are permitted access to Funding RoadmapTM of the restrictions upon duplication, reverse engineering, disclosure and use contained in this Agreement. SUBSCRIBER will be liable for any unauthorized copying, reverse engineering, disclosure and/or use by its USERS, employees or agents.
6.4 SUBSCRIBER will not lease, rent, sell, pledge, assign, sublicense, loan or otherwise transfer to any third party any part of Funding RoadmapTM or any copy thereof or any of SUBSCRIBER’S rights under this Agreement without the prior written consent of Unismart Capital Software Inc.
6.5 Subject to the limitations of paragraph 11, Unismart Capital Software Inc will indemnify SUBSCRIBER and hold SUBSCRIBER harmless against costs, expenses and liabilities upon any claim by any third party that Funding RoadmapTm infringes or violates any copyright, trademark or trade secret rights of such third party, provided that: a) SUBSCRIBER notifies Unismart Capital Software Inc within seven(7) days in writing of any notice of any such claim; b) SUBSCRIBER cooperates with Unismart Capital Software Inc. in all reasonable respects in connection with the investigation and defense of any such claim; c) Unismart Capital Software Inc. shall have sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise; and d) should Funding RoadmapTM become, or in Unismart Capital Software Inc. opinion be likely to become, the subject of a claim of copyright, patent or trademark infringement or trade secret misappropriation, SUBSCRIBER will permit Unismart Capital Software Inc at Unismart Capital Software Inc.’s option and expense, either to: i) procure for SUBSCRIBER the right to continue using Funding RoadmapTM; ii) replace or modify the same so that it becomes non-infringing; or iii) terminate this license insofar as the use of FundingRoadmap.com is concerned, and refund to SUBSCRIBER the proportionate amount of payment fee paid to Unismart Capital Software Inc for the period for which such payment has not been earned. Notwithstanding anything herein to the contrary, however, Unismart Capital Software Inc. shall have no obligation or liability to SUBSCRIBER under any provision of this paragraph if any copyright, patent or trademark infringement or trade secret misappropriation claim is based upon the use of Funding RoadmapTM in a manner other than that for which it was furnished by Unismart Capital Software Inc or upon any modification by or for SUBSCRIBER, in such a way as to cause it to become infringing.
6.6 If Funding Roadmap™ does not conform to and perform substantially in accordance with Unismart Capital Software Inc.’s specifications, Unismart Capital Software Inc. will endeavor to correct any failure of Funding RoadmapTM to so conform or perform; provided that: a) SUBSCRIBER gives Unismart Capital Software Inc written notice of any such claimed failure to so conform or perform within said fifteen(15) day period of the effective date; and b) such failure to so conform or perform is not, in Unismart Capital Software Inc.’s reasonable opinion, a result of any modification of or damage to FundingRoadmap.com or its operating environment or of SUBSCRIBER and its USER’S failure to operate Funding RoadmapTM in the proper hardware and software environment. SUBSCRIBER’S sole and exclusive remedy for breach of the foregoing warranty shall be that: a) Unismart Capital Software Inc will endeavor to correct within a reasonable time any reported failure of Funding RoadmapTM to substantially conform to or perform substantially in accordance with Unismart Capital Software Inc’s specifications; or b) in the event that Unismart Capital Software Inc. shall fail or be unable for any reason to correct any failure of Funding RoadmapTM to substantially conform to or perform substantially in accordance with Unismart Capital Software Inc.’s specifications, SUBSCRIBER may terminate this license and cease using Funding RoadmapTM and Unismart Capital Software Inc. will refund to User the full amount of any license fee paid to Unismart Capital Software Inc. from the date any error is reported.
7. On-line Software Updates. Unismart Capital Software Inc. may, when feasible, remotely update any version of the Funding Roadmap, either with or without notice to SUBSCRIBERS or its USERS. Such updates may occur automatically or may occur pursuant to prompts which appear on SUBSCRIBERS or its USERS terminal screen during use of Funding RoadmapTM. Any updated version of Funding RoadmapTM furnished to SUBSCRIBER by Unismart Capital Software Inc. will be subject to all of the same terms and conditions of this license or other license agreement applicable to the version being replaced. Funding RoadmapTM may send email communications and inter system messages to SUBSCRIBERS explaining new features of the Funding RoadmapTM software and other news concerning Unismart Capital Software Inc.
8. Funding Roadmap™ Help Desk. Throughout the term of this Agreement, Unismart Capital Software Inc. will maintain e-mail support help desk to assist paying SUBSCRIBERS in their use of Funding RoadmapTM as posted on www.fundingroadmap.com
9.DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED ABOVE, Funding RoadmapTM, AND INFORMATION AVAILABLE THROUGH Funding RoadmapTM ARE FURNISHED BY Unismart Capital Software Inc. AND ACCEPTED BY USER “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY WHATSOEVER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. YOU UNDERSTAND AND AGREE THAT THE USE OF UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES AND IT’S REPORTING PLATFORM IS AT YOUR OWN RISK AND THAT THE DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTY, TERM OR CONDITION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE SERVICES OR USE OF THE UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES TO BE PROVIDED OR WITH RESPECT TO ANY POSTINGS PURSUANT THERETO, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR CAUSE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
10.WE WILL MAKE EVERY EFFORT TO MEET SUBSCRIBER’S REQUIREMENTS. THAT THE OPERATION OF UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL FAILURES OF THE Funding RoadmapTM TO SUBSTANTIALLY CONFORM TO OR PERFORM SUBSTANTIALLY IN ACCORDANCE WITH Unismart Capital Software Inc.’s SPECIFICATIONS WILL BE CORRECTED. EXCEPT AS EXPRESSLY PROVIDED ABOVE AND IN SUCH WARRANTIES, IF ANY, AS MAY BE PROVIDED BY THIRD PARTY VENDORS OF EQUIPMENT OR SOFTWARE UTILIZED IN CONNECTION WITH UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF FUNDING ROADMAPTM, AND INFORMATION OBTAINED THROUGH UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES IS WITH SUBSCRIBER.
11. LIMITATION OF UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES LIABILITY. IN NO EVENT WILL UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES. BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED BY Unismart Capital Software Inc OR UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF Unismart Capital Software Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND THE AGGREGATE LIABILITY OF Unismart Capital Software Inc. UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY Unismart Capital Software Inc. UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID TO Unismart Capital Software Inc.OR UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES BY SUBSCRIBER UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL OPERATE TO RELIEVE Unismart Capital Software Inc.UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES FROM LIABILITY FOR ITS OWN WILLFUL OR WANTON RECKLESSNESS OR INTENTIONAL TORTS.
12. Throughout the Term of this agreement and for a period of one and one half years from the date of its termination, SUBSCRIBER, or any of its USERS, shall not develop a service or software that competes with, or is similar to, Funding RoadmapTM without the express written approval of Unismart Capital Software Inc. Directors.
13. Term and Termination. This Agreement shall be effective immediately and shall continue in effect on a month-to-month basis until terminated as provided herein. Either party may, at its election and in its sole discretion, terminate this Agreement as of the end of any calendar month by written notice to the other party at least thirty (30) days prior to the effective date of termination. SUBSCRIBER may, at its option, terminate this Agreement effective immediately by written notice to Unismart Capital Software Inc. within thirty (30) days following the date on which access to Funding RoadmapTM first becomes available to SUBSCRIBER. UNISMART CAPITAL SOFTWARE INC may, at any time, terminate this Agreement and/or terminate SUBSCRIBER’S access to any or all of Funding RoadmapTM without advance notice if SUBSCRIBER or anyone of its authorized USERS commit any violation of paragraphs 4 through 7 above. Upon termination of this Agreement, SUBSCRIBER will immediately cease and desist from using Funding RoadmapTM and will loose all access and content on their subscription if they have not saved a copy to a PDF file.
14. Funding Roadmap™ Access and Service Fees. SUBSCRIBER will pay to Unismart Capital Software Inc implementation charges as posted on Funding Roadmap.com or as agreed to from time to time. Throughout the term of this Agreement, SUBSCRIBER will pay Unismart Capital Software Inc a yearly fee determined in accordance with fee schedules established by Unismart Capital Software Inc. for Funding RoadmapTM from time to time as posted at Fundingroadmap.com. In addition, SUBSCRIBER will also pay or reimburse Unismart Capital Software Inc. for all sales, use, excise, and other taxes and governmental charges including GST (other than income taxes) which Unismart Capital Software Inc. is at any time required to pay or collect in connection with the furnishing of Funding RoadmapTM under this Agreement. SUBSCRIBER’s credit card will be charged for the annual and other charges to be paid under this Agreement. PLEASE NOTE credit card statements will indicate that charges are paid to Unismart Capital Software Inc. If SUBSCRIBER gives written notice of termination of this Agreement within thirty (72 hours) following the date on which access to Funding RoadmapTM first becomes available to SUBSCRIBER, Unismart Capital Software Inc. will credit SUBSCRIBER’S account for all installation and service fees incurred up to the date on which such notice of termination is received except for customized web site installation charges, which shall not be refunded. Payment terms of all charges by Unismart Capital Software Inc. to SUBSCRIBER under this Agreement are net thirty (30) days from date of charge. Any amount not paid when due will accrue a finance charge at the rate of two percent (2%) per month (26.82% per year), or the highest rate permitted by law, whichever is less, until fully paid.
15. Change in Yearly Fees. Unismart Capital Software Inc. may change the amount of the Yearly Subscription and other fees to be paid by SUBSCRIBER by giving at least forty-five (45) days prior written notice thereof to paying SUBSCRIBER.
16. Financial Information. All financial information submitted via Funding RoadmapTM by SUBSCRIBER shall at no time be the responsibility of Unismart Capital Software Inc. in any fashion whatsoever and may be shared with such financial institution as may be required.
17. Credit Card Information. Unismart Capital Software Inc. does not store the credit card information of USERS UNLESS the SUBSCRIBER inputs credit card Unismart Capital Software Inc. into the auto billing feature within recurring profiles module. SUBSCRIBERS, who enable auto billing and choose to store the credit card information of their USERS, are responsible for the security of that credit card information. When storing credit card information using the Unismart Capital Software Inc. recurring profiles module SUBSCRIBERS acknowledge that they are aware of, and accept as satisfactory, Unismart Capital Software Inc. credit card protection procedures. To safeguard credit card information, Unismart Capital Software Inc. encrypts all stored credit card numbers, uses a restrictive firewall to protect stored data and uses 128 bit SSL certificates to encrypt data during transfer between web browsers and the Unismart Capital Software Inc. databases. When storing credit card information using the Unismart Capital Software Inc. recurring profiles module, the responsibility for the security of any credit card information stored by Unismart Capital Software Inc. on behalf of its SUBSCRIBERS is solely the responsibility of the Unismart Capital Software Inc. SUBSCRIBER. Unismart Capital Software Inc and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES is not responsible for the security of any credit data and SUBSCRIBERS indemnify and save harmless Unismart Capital Software Inc and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES from any claim or demand resulting from the theft or loss of any credit card information. Credit card data is provided by the SUBSCRIBERS and their USERS of Unismart Capital Software Inc. who are responsible for its protection.
18. Manner of Giving Notice. Any notice required or permitted under this Agreement may be by e-mail properly addressed to the intended recipient. Notice under paragraph 14 may also be given by posting bulletins on FundingRoadmap.com
19. Non-Waiver. The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.
20. Sever Ability and Choice of Law. Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed severed from this Agreement, and all other provisions shall remain in full force and effect. This Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws applicable in the Clark County, Nevada USA and the parties hereto irrevocable submit to the exclusive jurisdiction of the courts of Henderson Nevada.
21. Assignment and Binding Effect. Unismart Capital Software Inc.and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES may assign, delegate and/or otherwise transfer this Agreement or its rights and obligations hereunder to any person or entity. SUBSCRIBER may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Unismart Capital Software Inc. This Agreement shall be binding upon and insure to the benefit of the parties and their respective successors and permitted assigns.
22. Entire Agreement. This Agreement sets forth the entire agreement and understanding between Unismart Capital Software Inc and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES and SUBSCRIBER regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by the party against whom the same is sought to be enforced.
Funding Roadmap™ is an online multiple choice Business Plan and Due Diligence reporting system created by Unismart Capital Software Inc.
THIS AGREEMENT is made and entered into between. Unismart Capital Software Inc.(“INC.”) and the SUBSCRIBER (“SUBSCRIBER”) with respect to the product known as Funding Roadmap TM (“Funding Roadmap TM “) which is owned by Unismart Capital Software Inc. and which is a server based on-line reporting system in which SUBSCRIBER shall have the right to utilize its own subscription copy of our reporting system. Subject to the terms and conditions of this Agreement, Unismart Capital Software Inc. authorizes SUBSCRIBER to access and utilize FundingRoadmap.com throughout the term of this Agreement.
1. Funding Roadmap™ Throughout the term of this Agreement, SUBSCRIBERS shall be permitted to provide password access to the Funding RoadmapTM to that number of users (“USERS”) for which Subscriber has paid the required fee. in order for USERS to review and and such other lawful purposes as Funding RoadmapTM permits. Unismart Capital Software Inc. may, without advance notice or liability, add, discontinue, or revise any aspect of the Funding Roadmap TM, including, without limitation, such aspects as scope of service, availability of service, time of service availability, or the hardware and/or software required for SUBSCRIBER to access and use the Funding Roadmap TM, subject to the terms and conditions of this Agreement.
2. SUBSCRIBER Equipment and Remote Connect Charges. SUBSCRIBER shall be responsible for obtaining and maintaining, at its own expense, all computer hardware, software, communication equipment, internet access accounts and access lines necessary to access and utilize Funding RoadmapTM.
3. User Passwords and Use Thereof. All USERS will be responsible for maintaining the confidentiality of their passwords, logins and access codes that they register and distribute, and SUBSCRIBER will be responsible for all activities and charges resulting from the use of their edition of FundingRoadmap.com including unauthorized use.
4.Conduct of SUBSCRIBER. SUBSCRIBER agrees that all USERS authorized by SUBSCRIBER to access their copy of the Funding RoadmapTM shall use Funding RoadmapTM only for lawful purposes. SUBSCRIBER and its USERS will not post or transmit on or through FundingRoadmap.com and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES any libelous, obscene, or otherwise unlawful information of any kind, and they will not engage in any conduct involving Funding RoadmapTM and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES that would constitute a criminal offense or give rise to civil liability under any local, provincial, state, federal or other law or regulation and SUBSCRIBER and its USERS will not upload, post, reproduce or distribute to or through Funding RoadmapTM any material protected by copyright, privacy or other proprietary right without first obtaining the written permission of the owner thereof. Any complaint with regard to “SPAM” may result in the immediate termination of Subscribers access to FundingRoadmap.com.
5.1 SUBSCRIBER acknowledges that Funding RoadmapTM software and software accessible through the www.FundingRoadmap.com website or it’s clients website's contain copyrighted and other proprietary and confidential information and material, and SUBSCRIBER and its USERS will respect all such proprietary rights and take such precautions as may be reasonably necessary to protect private, confidential and other proprietary information and material from unauthorized use or disclosure.
5.2 Accuracy and Validity of Information and Opinions. Unismart Capital Software Inc. will make a reasonable effort to ensure that information it contributes to Funding RoadmapTM is timely and accurate. However, Unismart Capital Software Inc. does not endorse or warrant and assumes no responsibility whatsoever for the timeliness, accuracy, reliability, completeness or usefulness of any statement, opinion, advice, service or other information contributed to Funding RoadmapTM
5.3 Monitoring of Funding Roadmap™ : Unismart Capital Software Inc. may, in its discretion, monitor Funding Roadmap and SUBSCRIBERS and USER’S use thereof to determine and ensure compliance with this Agreement and to protect itself and other USERS of Funding RoadmapTM from fraudulent, unlawful, dangerous or abusive use of Funding RoadmapTM. Unismart Capital Software Inc. may also intercept and disclose any content, record, use or other information to the extent reasonably necessary to protect the rights of or mechanical Unismart Capital Software Inc or service quality control as permitted by law, or to comply with any law, regulation, or governmental request. Unismart Capital Software Inc may also, at its discretion, review, edit, refuse to post or remove any material or information submitted or transmitted to www.FundingRoadmap.com. Unismart Capital Software Inc will not, however, intentionally intercept or disclose any private e-mail message unless required or permitted by law to do so, and Unismart Capital Software Inc. shall be under no obligation to monitor, review, screen, edit or otherwise control any information or material contributed to FundingRoadmap.com
6. Funding Roadmap™ Licenses: Unismart Capital Software Inc hereby grants to SUBSCRIBER a non-exclusive, non-transferable license to use Funding RoadmapTM and to have its USERS use Funding RoadmapTM in accordance with the terms and conditions of this Agreement. SUBSCRIBER agrees to respect the copyright and other proprietary rights of third party licensors of Funding RoadmapTM and to abide by the terms of license agreements applicable thereto and to ensure that its USERS also abide by the terms of license agreements applicable thereto.
6.1 Throughout the term of this Agreement, SUBSCRIBER and its USERS may use Funding RoadmapTM solely for the purpose for which it is intended and
6.2 Unismart Capital Software Inc. is the copyright and patent pending owner of Funding RoadmapTM. The technical procedures, processes, methods of operation, and concepts which are embodied within the Funding RoadmapTM are trade secret information of Unismart Capital Software Inc and/or its licensor(s). This license is not a sale of a copy of the Funding RoadmapTM and does not render SUBSCRIBER or its USERS ownership of a copy of the Funding RoadmapTM. Ownership of the Funding RoadmapTM and all components and copies thereof shall at all times remain with Unismart Capital Software Inc and its licensor(s), regardless of who may be deemed the owner of the tangible median in or on which the Funding RoadmapTM may be copied, encoded or otherwise fixed. However all data and files submitted by SUBSCRIBER and its USERS to Funding RoadmapTM shall at all times be the property of SUBSCRIBER.
6.3 SUBSCRIBER will make all reasonable efforts to prevent any unauthorized copying of Funding RoadmapTM or disclosure or use of the Funding Roadmap. Unismart Capital Software Inc or any third party licensor’s trade secret information, and SUBSCRIBER will advise its USERS who are permitted access to Funding RoadmapTM of the restrictions upon duplication, reverse engineering, disclosure and use contained in this Agreement. SUBSCRIBER will be liable for any unauthorized copying, reverse engineering, disclosure and/or use by its USERS, employees or agents.
6.4 SUBSCRIBER will not lease, rent, sell, pledge, assign, sublicense, loan or otherwise transfer to any third party any part of Funding RoadmapTM or any copy thereof or any of SUBSCRIBER’S rights under this Agreement without the prior written consent of Unismart Capital Software Inc.
6.5 Subject to the limitations of paragraph 11, Unismart Capital Software Inc will indemnify SUBSCRIBER and hold SUBSCRIBER harmless against costs, expenses and liabilities upon any claim by any third party that Funding RoadmapTm infringes or violates any copyright, trademark or trade secret rights of such third party, provided that: a) SUBSCRIBER notifies Unismart Capital Software Inc within seven(7) days in writing of any notice of any such claim; b) SUBSCRIBER cooperates with Unismart Capital Software Inc. in all reasonable respects in connection with the investigation and defense of any such claim; c) Unismart Capital Software Inc. shall have sole control of the defense of any action on any such claim and all negotiations for its settlement or compromise; and d) should Funding RoadmapTM become, or in Unismart Capital Software Inc. opinion be likely to become, the subject of a claim of copyright, patent or trademark infringement or trade secret misappropriation, SUBSCRIBER will permit Unismart Capital Software Inc at Unismart Capital Software Inc.’s option and expense, either to: i) procure for SUBSCRIBER the right to continue using Funding RoadmapTM; ii) replace or modify the same so that it becomes non-infringing; or iii) terminate this license insofar as the use of FundingRoadmap.com is concerned, and refund to SUBSCRIBER the proportionate amount of payment fee paid to Unismart Capital Software Inc for the period for which such payment has not been earned. Notwithstanding anything herein to the contrary, however, Unismart Capital Software Inc. shall have no obligation or liability to SUBSCRIBER under any provision of this paragraph if any copyright, patent or trademark infringement or trade secret misappropriation claim is based upon the use of Funding RoadmapTM in a manner other than that for which it was furnished by Unismart Capital Software Inc or upon any modification by or for SUBSCRIBER, in such a way as to cause it to become infringing.
6.6 If Funding Roadmap™ does not conform to and perform substantially in accordance with Unismart Capital Software Inc.’s specifications, Unismart Capital Software Inc. will endeavor to correct any failure of Funding RoadmapTM to so conform or perform; provided that: a) SUBSCRIBER gives Unismart Capital Software Inc written notice of any such claimed failure to so conform or perform within said fifteen(15) day period of the effective date; and b) such failure to so conform or perform is not, in Unismart Capital Software Inc.’s reasonable opinion, a result of any modification of or damage to FundingRoadmap.com or its operating environment or of SUBSCRIBER and its USER’S failure to operate Funding RoadmapTM in the proper hardware and software environment. SUBSCRIBER’S sole and exclusive remedy for breach of the foregoing warranty shall be that: a) Unismart Capital Software Inc will endeavor to correct within a reasonable time any reported failure of Funding RoadmapTM to substantially conform to or perform substantially in accordance with Unismart Capital Software Inc’s specifications; or b) in the event that Unismart Capital Software Inc. shall fail or be unable for any reason to correct any failure of Funding RoadmapTM to substantially conform to or perform substantially in accordance with Unismart Capital Software Inc.’s specifications, SUBSCRIBER may terminate this license and cease using Funding RoadmapTM and Unismart Capital Software Inc. will refund to User the full amount of any license fee paid to Unismart Capital Software Inc. from the date any error is reported.
7. On-line Software Updates. Unismart Capital Software Inc. may, when feasible, remotely update any version of the Funding Roadmap, either with or without notice to SUBSCRIBERS or its USERS. Such updates may occur automatically or may occur pursuant to prompts which appear on SUBSCRIBERS or its USERS terminal screen during use of Funding RoadmapTM. Any updated version of Funding RoadmapTM furnished to SUBSCRIBER by Unismart Capital Software Inc. will be subject to all of the same terms and conditions of this license or other license agreement applicable to the version being replaced. Funding RoadmapTM may send email communications and inter system messages to SUBSCRIBERS explaining new features of the Funding RoadmapTM software and other news concerning Unismart Capital Software Inc.
8. Funding Roadmap™ Help Desk. Throughout the term of this Agreement, Unismart Capital Software Inc. will maintain e-mail support help desk to assist paying SUBSCRIBERS in their use of Funding RoadmapTM as posted on www.fundingroadmap.com
9.DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED ABOVE, Funding RoadmapTM, AND INFORMATION AVAILABLE THROUGH Funding RoadmapTM ARE FURNISHED BY Unismart Capital Software Inc. AND ACCEPTED BY USER “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY WHATSOEVER. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED. YOU UNDERSTAND AND AGREE THAT THE USE OF UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES AND IT’S REPORTING PLATFORM IS AT YOUR OWN RISK AND THAT THE DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY WARRANTY, TERM OR CONDITION, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE SERVICES OR USE OF THE UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES TO BE PROVIDED OR WITH RESPECT TO ANY POSTINGS PURSUANT THERETO, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR CAUSE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
10.WE WILL MAKE EVERY EFFORT TO MEET SUBSCRIBER’S REQUIREMENTS. THAT THE OPERATION OF UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL FAILURES OF THE Funding RoadmapTM TO SUBSTANTIALLY CONFORM TO OR PERFORM SUBSTANTIALLY IN ACCORDANCE WITH Unismart Capital Software Inc.’s SPECIFICATIONS WILL BE CORRECTED. EXCEPT AS EXPRESSLY PROVIDED ABOVE AND IN SUCH WARRANTIES, IF ANY, AS MAY BE PROVIDED BY THIRD PARTY VENDORS OF EQUIPMENT OR SOFTWARE UTILIZED IN CONNECTION WITH UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF FUNDING ROADMAPTM, AND INFORMATION OBTAINED THROUGH UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES IS WITH SUBSCRIBER.
11. LIMITATION OF UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES LIABILITY. IN NO EVENT WILL UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES. BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED BY Unismart Capital Software Inc OR UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF Unismart Capital Software Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND THE AGGREGATE LIABILITY OF Unismart Capital Software Inc. UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY INFORMATION, PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY Unismart Capital Software Inc. UNDER THIS AGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID TO Unismart Capital Software Inc.OR UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES BY SUBSCRIBER UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT SHALL OPERATE TO RELIEVE Unismart Capital Software Inc.UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES FROM LIABILITY FOR ITS OWN WILLFUL OR WANTON RECKLESSNESS OR INTENTIONAL TORTS.
12. Throughout the Term of this agreement and for a period of one and one half years from the date of its termination, SUBSCRIBER, or any of its USERS, shall not develop a service or software that competes with, or is similar to, Funding RoadmapTM without the express written approval of Unismart Capital Software Inc. Directors.
13. Term and Termination. This Agreement shall be effective immediately and shall continue in effect on a month-to-month basis until terminated as provided herein. Either party may, at its election and in its sole discretion, terminate this Agreement as of the end of any calendar month by written notice to the other party at least thirty (30) days prior to the effective date of termination. SUBSCRIBER may, at its option, terminate this Agreement effective immediately by written notice to Unismart Capital Software Inc. within thirty (30) days following the date on which access to Funding RoadmapTM first becomes available to SUBSCRIBER. UNISMART CAPITAL SOFTWARE INC may, at any time, terminate this Agreement and/or terminate SUBSCRIBER’S access to any or all of Funding RoadmapTM without advance notice if SUBSCRIBER or anyone of its authorized USERS commit any violation of paragraphs 4 through 7 above. Upon termination of this Agreement, SUBSCRIBER will immediately cease and desist from using Funding RoadmapTM and will loose all access and content on their subscription if they have not saved a copy to a PDF file.
14. Funding Roadmap™ Access and Service Fees. SUBSCRIBER will pay to Unismart Capital Software Inc implementation charges as posted on Funding Roadmap.com or as agreed to from time to time. Throughout the term of this Agreement, SUBSCRIBER will pay Unismart Capital Software Inc a yearly fee determined in accordance with fee schedules established by Unismart Capital Software Inc. for Funding RoadmapTM from time to time as posted at Fundingroadmap.com. In addition, SUBSCRIBER will also pay or reimburse Unismart Capital Software Inc. for all sales, use, excise, and other taxes and governmental charges including GST (other than income taxes) which Unismart Capital Software Inc. is at any time required to pay or collect in connection with the furnishing of Funding RoadmapTM under this Agreement. SUBSCRIBER’s credit card will be charged for the annual and other charges to be paid under this Agreement. PLEASE NOTE credit card statements will indicate that charges are paid to Unismart Capital Software Inc. If SUBSCRIBER gives written notice of termination of this Agreement within thirty (72 hours) following the date on which access to Funding RoadmapTM first becomes available to SUBSCRIBER, Unismart Capital Software Inc. will credit SUBSCRIBER’S account for all installation and service fees incurred up to the date on which such notice of termination is received except for customized web site installation charges, which shall not be refunded. Payment terms of all charges by Unismart Capital Software Inc. to SUBSCRIBER under this Agreement are net thirty (30) days from date of charge. Any amount not paid when due will accrue a finance charge at the rate of two percent (2%) per month (26.82% per year), or the highest rate permitted by law, whichever is less, until fully paid.
15. Change in Yearly Fees. Unismart Capital Software Inc. may change the amount of the Yearly Subscription and other fees to be paid by SUBSCRIBER by giving at least forty-five (45) days prior written notice thereof to paying SUBSCRIBER.
16. Financial Information. All financial information submitted via Funding RoadmapTM by SUBSCRIBER shall at no time be the responsibility of Unismart Capital Software Inc. in any fashion whatsoever and may be shared with such financial institution as may be required.
17. Credit Card Information. Unismart Capital Software Inc. does not store the credit card information of USERS UNLESS the SUBSCRIBER inputs credit card Unismart Capital Software Inc. into the auto billing feature within recurring profiles module. SUBSCRIBERS, who enable auto billing and choose to store the credit card information of their USERS, are responsible for the security of that credit card information. When storing credit card information using the Unismart Capital Software Inc. recurring profiles module SUBSCRIBERS acknowledge that they are aware of, and accept as satisfactory, Unismart Capital Software Inc. credit card protection procedures. To safeguard credit card information, Unismart Capital Software Inc. encrypts all stored credit card numbers, uses a restrictive firewall to protect stored data and uses 128 bit SSL certificates to encrypt data during transfer between web browsers and the Unismart Capital Software Inc. databases. When storing credit card information using the Unismart Capital Software Inc. recurring profiles module, the responsibility for the security of any credit card information stored by Unismart Capital Software Inc. on behalf of its SUBSCRIBERS is solely the responsibility of the Unismart Capital Software Inc. SUBSCRIBER. Unismart Capital Software Inc and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES is not responsible for the security of any credit data and SUBSCRIBERS indemnify and save harmless Unismart Capital Software Inc and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES from any claim or demand resulting from the theft or loss of any credit card information. Credit card data is provided by the SUBSCRIBERS and their USERS of Unismart Capital Software Inc. who are responsible for its protection.
18. Manner of Giving Notice. Any notice required or permitted under this Agreement may be by e-mail properly addressed to the intended recipient. Notice under paragraph 14 may also be given by posting bulletins on FundingRoadmap.com
19. Non-Waiver. The failure by either party at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or in equity, or to exercise any option herein provided, shall not constitute a waiver of such provision, right, remedy or option or in any way affect the validity of this Agreement. The waiver of any default by either party shall not be deemed a continuing waiver, but shall apply solely to the instance to which such waiver is directed.
20. Sever Ability and Choice of Law. Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, such provision shall be deemed severed from this Agreement, and all other provisions shall remain in full force and effect. This Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the laws applicable in the Clark County, Nevada USA and the parties hereto irrevocable submit to the exclusive jurisdiction of the courts of Henderson Nevada.
21. Assignment and Binding Effect. Unismart Capital Software Inc.and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES may assign, delegate and/or otherwise transfer this Agreement or its rights and obligations hereunder to any person or entity. SUBSCRIBER may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Unismart Capital Software Inc. This Agreement shall be binding upon and insure to the benefit of the parties and their respective successors and permitted assigns.
22. Entire Agreement. This Agreement sets forth the entire agreement and understanding between Unismart Capital Software Inc and UNISMART CAPITAL SOFTWARES FUNDING ROADMAP NETWORK OF SITES and SUBSCRIBER regarding the subject matter hereof and supersedes any prior representations, advertisements, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by the party against whom the same is sought to be enforced.
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