Application License Subscription Agreement


This Application License Subscription Agreement (this "Agreement"), is by and between Remas, LLC dba Shrinkage, a Wisconsin limited liability company (“Company”) and the undersigned subscriber (“Subscriber”). Company and Subscriber may be referred to herein collectively as the "Parties" or individually as a "Party."

This Agreement is meant to govern Subscriber’s use and access of Company’s inventory management software application (the “Application”) and Company’s provision of related services for the Application.

  • BY INDICATING YOUR ASSENT TO THIS AGREEMENT (FOR EXAMPLE, BY SIGNING A CONTRACT THAT REFERENCES THIS AGREEMENT, OR BY INDICATING YOUR AGREEMENT BY CLICKING ON AN “ACCEPT”, “AGREE” OR SIMILAR BUTTON, OR CHECKING A BOX INDICATING YOUR AGREEMENT TO THESE TERMS, IN A WEB FORM OR AS PART OF YOUR DOWNLOAD OR INSTALLATION OF COMPANY’S APPLICATION OR AN ACTIVATION KEY, YOU ARE REPRESENTING AND AGREEING THAT: (1) YOU HAVE THE AUTHORITY TO BIND THE ENTITY BY WHOM YOU ARE EMPLOYED, OR WHOM YOU REPRESENT, TO THIS AGREEMENT; AND (2) THE ENTITY BY WHOM YOU ARE EMPLOYED, OR WHOM YOU REPRESENT, WILL BE BOUND BY, AND BECOMES A PARTY TO THIS AGREEMENT.

  • IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND THE SHRINKAGE TERMS AND CONDITIONS, (1) YOU MAY NOT SIGN THIS AGREEMENT, OR INDICATE YOUR ASSENT IN A WEB FORM OR AS PART OF THE DOWNLOAD OR INSTALLATION PROCESS, AND (2) YOU MAY NOT INSTALL, USE, COPY, OR DISTRIBUTE THE APPLICATION .

  • SHRINKAGE TERMS AND CONDITIONS ARE HEREBY INCORPORATED INTO THIS AGREEMENT BY REFERENCE AND SUBSCRIBER HEREBY AGREES TO BE BOUND BY THOSE TERMS AND CONDITIONS. IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT AND THE TERMS AND CONDITIONS, THIS AGREEMENT SHALL GOVERN.

  • IF YOU ALREADY HAVE POSSESSION OF THE APPLICATION, BUT HAVE CHOSEN NOT TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST DESTROY OR DELETE ALL COPIES IN YOUR POSSESSION.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Definitions.
    1. "Authorized User" means any employee, contractor, director, agent, or representative of Subscriber who Subscriber permits to access and use the Application pursuant to Subscriber’s license hereunder.
    2. "Application" means Company’s inventory management system and related products associated with the inventory management system and pertinent components of the software developed for mobile and web use, including any Updates provided to Subscriber pursuant to this Agreement.
    3. "Updates" means any updates, bug fixes, patches, or other error corrections to the Application that Company makes available to all licensees of the Application.
  2. License and Restrictions.
    1. License Grant. Subject to and conditioned on Subscriber's payment of fees and compliance with all other terms and conditions of this Agreement, Company hereby grants Subscriber a limited, non-exclusive, non-sublicenseable, revocable, and non-transferable license use the Application only for a period of use provided in this Agreement.
    2. Use Restrictions. Subscriber acknowledges and agrees that the Application is licensed and not sold for exclusive ownership. Subscriber shall not use the Application for any purpose beyond the scope of the license granted in this Agreement. Subscriber agrees not to use, nor permit any third party to use the Application in a manner that violates this Agreement, or any applicable law or regulation. Subscriber agrees that it will not:
      1. Copy, modify, or create derivative works of the Application, in whole or in part;
      2. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application to any unauthorized party;
      3. Attempt to derive or gain access to the source code of the Application, in whole or in part; reverse engineer, disassemble, decompile, decode, adapt, or otherwise
      4. Remove any proprietary notices from the Application;
      5. Attempt unauthorized access to any part of the Application;
      6. Permit any third party to benefit from the use or functionailuty of the Application via rental, lease, timesharing, hosting service, or other arrangement;
      7. Make the Application available on any file-sharing or application hosting service; or
      8. Use the Application in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    3. Reservation of Rights. Company reserves all rights not expressly granted to Subscriber in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Subscriber or any third party any intellectual property rights or other right, title, or interest in or to the Application.
    4. Delivery. Company shall deliver the Application electronically, on tangible media, or by other means, in Company's sole discretion, to Subscriber within a reasonable time following Subscriber’s payment of fees.
    5. Changes. Company reserves the right, in its sole discretion, to make any changes to the Application that it deems necessary or useful to: (i) maintain or enhance: (1) the quality or delivery of Company’s services to its subscribers; (2) the competitive strength of or market for Inventalator's services; or (3) the Application’s cost efficiency or performance; or (ii) to comply with applicable Law.
    6. Authorized Users. Subscriber may authorize up to six (6) accounts under this Agreement, comprised of one (1) administrative account and five (5) Authorized User accounts. Subscriber may only create an Authorized User account through the administrative account. Additional user accounts may be available for additional fees. All Authorized Users must agree to the Shrinkage Terms and Conditions prior to accessing the Application.
  3. Subscriber Responsibilities.
    1. General. Subscriber is responsible and liable for all uses of the Application resulting from access provided by Subscriber, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Subscriber is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Subscriber will be deemed a breach of this Agreement by Subscriber. Subscriber shall take reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Application, and shall cause Authorized Users to comply with such provisions.
    2. Account Information. Subscriber shall maintain and update all accounts to ensure accuracy and currentness of Subscriber information. Company shall not be responsible for any default or adverse effect resulting from Subscriber’s failure to provide the correct contact information for all of Subscriber’s accounts.
    3. Ordering and Receiving. Subscriber will have the capacity to complete inventory orders directly through use of the Application. Company makes no representation or warranty as to (i) the quality of any products ordered or listed for purchase, (ii) the quality or timeliness of any delivered orders, or (iii) the availability or price of any products listed for purchase. All orders and shipments are solely the responsibility of the Subscriber. Subscriber expressly assumes any risk associated with ordering through the Application and shall not have any remedy against Company for any lost, unfulfilled, inaccurate or otherwise defective products or orders.
  4. Subscription Fees and Payment.
    1. Monthly Subscription Fees. If Subscriber elects the monthly subscription, Subscriber shall pay to Company the subscription fee set forth in Exhibit A (“Monthly Subscription Fee”) in monthly installments with the first installment due on the date this Agreement is executed by Subscriber. Subsequent Monthly Subscription Fees due after the first month of the Term shall be paid on the same date each subsequent month during the Initial Term. Subscriber shall make all payments hereunder in US dollars on or before the due date. If Subscriber fails to make any payment when due, in addition to all other remedies that may be available Company may prohibit access to the Application without incurring any obligation or liability to Subscriber or any other person by reason of such prohibition of access to the Application. The amount of the Subscription Fee does not include any applicable taxes, inventory orders, or incidental costs associated with the Application. Subscriber shall be responsible for such additional taxes and costs.
    2. Yearly Subscription Fees. If Subscriber elects a yearly subscription, Subscriber shall pay to Company the subscription fee set forth in Exhibit A (“Yearly Subscription Fee”) in annual installments with the first installment due on the date this Agreement is executed by Subscriber. Subscriber shall make all payments hereunder in US dollars on or before the due date. If Subscriber fails to make any payment when due, in addition to all other remedies that may be available Company may prohibit access to the Application without incurring any obligation or liability to Subscriber or any other person by reason of such prohibition of access to the Application. The amount of the Subscription Fee does not include any applicable taxes, inventory orders, or incidental costs associated with the Application. Subscriber shall be responsible for such additional taxes and costs.
    3. Method of Payment. Subscriber shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill paying, or other acceptable method of payment of the Subscription Fee and all other fees. By agreeing to this Agreement, Subscriber hereby authorizes Company to automatically charge said method of payment for Subscriber’s fees as set forth in this Agreement. If Subscriber is a monthly subscriber, Subscriber agrees that the Monthly Subscription Fee will be charged on a monthly basis in accordance with Section 4(a). If Subscriber is a yearly subscriber, Subsciber agrees that the Yearly Subscription Fee will be charged on the first date the method of payment is provided and on each subsequent payment date during Subscriber’s term in accordance with Section 4(b). Subscriber acknowledges and agrees that Company uses a third-party payment processing company and hereby agrees to the terms and conditions set forth by the third-party payment processing company for purposes of completing payment hereunder. All Fees are subject to change at Company’s discretion, provided that, Company will provide Subscriber with at least sixty (60) days notice prior to initiating any Fee increase or decrease. Subscriber hereby agrees that failure to terminate this Agreement following notice of Fee changes shall not entitle Subscriber to any refund or damages. Subscriber hereby agrees to all Fee changes during the term of this Agreement.
    4. Taxes. All Fees and other amounts payable by Subscriber under this Agreement are exclusive of taxes and similar assessments. Subscriber is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any taxes imposed on Company's income.
    5. Auditing Rights and Required Records. Subscriber agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Company may, at its own expense, on reasonable prior notice, periodically inspect and audit Subscriber’s records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Subscriber has underpaid Company with respect to any amounts due and payable during the Term, Subscriber shall promptly pay the amounts necessary to rectify such underpayment, together with interest. Such inspection and auditing rights will extend throughout the Term of this Agreement and continue for a period of two years after the termination or expiration of this Agreement.
  5. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, that is/ and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the date this Agreement is signed by Subscriber and will expire two (2) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

  6. Intellectual Property Ownership; Feedback.
    1. Subscriber acknowledges that, as between Company and Subscriber, Company owns all right, title, and interest, including all intellectual property rights, in and to the Application and related software.
    2. Feedback. If Subscriber or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Application, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Subscriber hereby assigns to Company on Subscriber’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.
  7. Limited Warranties and Warranty Disclaimer.
    1. Company warrants that it shall use reasonable efforts to make the Application available on a 24x7 basis (twenty-four hours per day, seven days per week) during the Term, except for (i) scheduled system back-up or other on-going maintenance as required; or (ii) for any unforeseen cause beyond Company’s control, including but not limited to internet service provider network failures, denial of service attacks or similar attacks, or any force majeure events set forth in this Agreement.
    2. The warranties set forth above do not apply and become null and void if Subscriber breaches any provision of this Agreement, or if Subscriber, any Authorized User, or any other person provided access to the Application by Subscriber or an Authorized User, whether or not in violation of this Agreement: (i) installs or uses the Application on or in connection with any hardware or other application not expressly authorized by Company in writing; (ii) modifies or damages the Application; or (iii) misuses the Application, including any misuse of the Application expressly authorized by Company in writing.
    3. If, during the period specified in Section 7(a), any Application fails to comply with the warranty in Section 7(a), and such failure is not excluded from warranty pursuant to Section 7(b), Company will either: (i) repair the Application, provided that Subscriber provides Company with all information Company requests to resolve the reported failure, including sufficient information to enable Company to recreate such failure; or (ii) provide Subscriber with a refund or credit to Subsciber’s account at Company’s discretion to account for down time when Subscriber could not utilize the Application. If Company repairs the Application, the warranty will continue to run from the start of the Initial Term and not from Subscriber's receipt of the repair or replacement. The remedies set forth in this Section 7(c) are Subscriber’s sole remedies and Company’s sole liability under the limited warranty set forth in Section 7(a).
    4. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), THE APPLICATION AND ACCESS TO THE APPLICATION ARE PROVIDED "AS IS" AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7(a), COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE APPLICATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET SUBSCRIBER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY APPLICATION, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
  8. Indemnification.
    1. Company’s Indemnification. Company shall indemnify, defend, and hold harmless Subscriber and its Authorized Users from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Subscriber resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Application, or any use of the Application in accordance with this Agreement, infringes or misappropriates such third party's United States intellectual property rights/United States patents, copyrights, or trade secrets, provided that Subscriber promptly notifies Company in writing of the claim, cooperates with Company, and allows Company sole authority to control the defense and settlement of such claim. If such a claim is made or appears possible, Subscriber agrees to permit Company, at Company's sole discretion, to (i) modify or replace the Application, or component or part thereof, to make it non-infringing, or (ii) obtain the right for Subscriber to continue use. If Company determines that none of these alternatives is reasonably available, Company may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Subscriber. This Section 8(a) will not apply to the extent that the alleged infringement arises from: (1) use of the Application in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; (2) modifications to or derivations of the Application not made by Company; or (3) use of any version other than the most current version of the Application; or (4) any third-party products.
    2. Subscriber Indemnification. Subscriber shall indemnify, hold harmless, and, at Company's option, defend Company from and against any Losses resulting from any Third-Party Claim based on Subscriber’s or any Authorized User's: (i) negligence or willful misconduct; or (ii) use of the Application in a manner not authorized or contemplated by this Agreement; (iii) use of the Application in combination with data, software, hardware, equipment or technology not provided by Company or authorized by Company in writing; (iv) modifications to or derivations of the Application not made by Company; or (v) use of any version other than the most current version of the Application delivered to Subscriber, provided that Subscriber may not settle any Third-Party Claim against Company unless such settlement completely and forever releases Company from all liability with respect to such Third-Party Claim or unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
    3. Sole Remedy. THIS SECTION 8 SETS FORTH SUBSCRIBER’S SOLE REMEDIES AND COMPANY'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE APPLICATION INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
  9. Limitations of Liability. IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEREOFRY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED ONE TIMES THE TOTAL AMOUNTS PAID TO COMPANY UNDER THIS AGREEMENT IN THE TWO MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $500, WHICHEVER IS LESS.

  10. Term and Termination.
    1. Term.
      1. Monthly Subscription. If Subscriber elects a monthly subscription, Subscriber’s term under this Agreement shall renew on a monthly basis, subject to payment of all Monthly Subscription Fees as set forth in this Agreement. Subscriber may terminate this Agreement at any time prior to the start of the next monthly term. If Subscriber timely termiates this Agreement, Subscriber will not be charged for the next month’s Monthly Subscroption Fee. Subscriber shall not be entitled to any refund of payment for failure to terminate is subscription prior to the start of the next month’s term.
      2. Yearly Subscription. If Subscriber elects a yearly subscription, Subscriber’s term under this Agreement shall commence on the date this Agreement is executed by Subscriber. This Agreement shall automatically renew on an annual basis on the date that is one year after the date executed by Subscriber, and each subsequent year unless earlier terminated by Subscriber or Company, or otherwise prohibited by law. Subscriber may terminate this Agreement at any time. If Subscriber terminates this Agreement prior to the termination of the then-current term, Subscriber shall receive a refund on a pro-rata basis of its Yearly Subscription Fee for the remaining months under the term.
    2. If Company decides, at its sole discretion, to grant Subscriber access to the Application for free a trial basis for any length of time as provided for in Exhibit A (the “Trial Period”), except modified in Exhibit A, the terms and conditions of this Agreement shall govern the relationship and obligations of the Parties furing the Trial Period.
    3. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate, and, without limiting Subscriber's obligations under Section 5, Subscriber shall cease using and accessing the Application. No expiration or termination will affect Subscriber's obligation to pay all Fees that may have become due before such expiration or termination.
    4. Survival. This Section 10(d) and Sections 1, 4, 5, 6, 7(d), 8, 9, and 11 shall survive any termination or expiration of this Agreement. No other provisions of this Agreement shall survive the expiration or earlier termination of this Agreement.
  11. Miscellaneous.
    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference, including the Shrinkage Terms and Conditions, as amended or modified from time to time.
    2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to: if to Company- Attn: Shrinkage Contract Administration, 2246 S Kinnickinnic Ave, Milwaukee, Wisconsin 53207 or info@shrinkageinc.com; and if to Subscriber at the contact information on file with Company provided by the Subscriber (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by email or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, Subscriber expressly agrees to Notice via email for all purposes under this Agreement.
    3. Force Majeure. In no event shall Company be liable to Subscriber, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Company’s control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    4. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    5. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    6. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wisconsin.
    7. Binding Arbitration. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE APPLICATION OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that either Party may assert monetary claims in small claims court of Milwaukee County, Wisconsin if such claims qualify.
    8. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply Wisconsin law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. THE PARTIES AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT THE PARTIES ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, SUBSCRIBER AGREES TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. SUBSCRIBER AGREES THAT SUBSCRIBER HAS EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

      Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules. The prevailing party shall be entited to its attorney fees. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 11(g) shall survive expiration, termination or rescission of this Agreement.

    9. Assignment. Subscriber may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Company. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
      1. Export Regulation. Subscriber acknowledges that the Application, its related website, online servies, and other services related to the Softeare, including mobile application if provided, may be subject to US export control laws, security requirements, and applicable country or local laws to the extent compatible with US laws. Subscriber agrees to comply with these laws and regulations, and shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Subscriber shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
      2. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. The Parties agree that electronic signatures shall be binding to execute this Agreement.
Exhibit A – Subscription Type:
  • Monthly Subscription Fee: $99.00 per month
  • Yearly Subscription Fee: $799.00 per year
Subscriber hereby consents and voluntarily enters into the aforementioned Agreement and evidences such acceptance of its terms and conditions, including the payment of all fees by checking this box.