Emma2CRM
SOFTWARE PLUS SERVICES AGREEMENT

12/1/2016

This Software Plus Services Agreement (“Agreement”) sets out the terms and conditions under which CRM Innovation LLC (“Company”) will license the Software (as defined below) and provide the Services (as defined below) to the person or entity that accepts this Agreement (“you,” or “Licensee”).

THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT YOU CLICK “ACCEPT” IN THE ACCEPT/REJECT WINDOW SURROUNDING THIS AGREEMENT OR FIRST ACCESS AND USE THE SOFTWARE AND THE SERVICES, WHICHEVER OCCURS FIRST. BY CLICKING “ACCEPT” IN THE ACCEPT/REJECT WINDOW SURROUNDING THIS AGREEMENT OR BY ACCESSING AND USING THE SOFTWARE AND THE SERVICES, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS:

  1. License to Software.
    1. Subject to the provisions of this Agreement, Company hereby grants to Licensee for the Term of this Agreement (as defined in 18.a below) a limited, nonexclusive, nontransferable United States license use the current object code version and release of the Emma2CRM Managed Solution Software provided by Company and Vendor (as defined below) and hosted at the Site (as defined below), in conjunction with the Services, for the purposes permitted by this Agreement. No other use of the Software is permitted. Licensee may permit its employees and agents who agree to be bound by the terms of this Agreement (“Users”) to use the Software, subject to the license granted above.
      1. Company may provide the Services on its own or through the use of a third party vendor (“Vendor”). The Vendor as of the Effective Date is Emma , Inc. Company may change to a different Vendor at any time.
      2. The Site as of the Effective Date is http://www.myemma.com for the Vendor. If the Company changes Vendors, Company shall notify Licensee of the new URL for the Site.
    2. Company reserves all rights to the Software not expressly granted herein, in this or any other jurisdiction, whether foreign or domestic, under patent law, copyright law, publicity rights law, moral rights law, trade secret law, trademark law, unfair competition law or other similar protections, regardless of whether or not such rights or protections are registered or perfected (the "Intellectual Property Rights"). ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SOFTWARE ARE AND SHALL REMAIN IN THE COMPANY. The foregoing is an express limited use license and not an assignment, sale, or other transfer of the Software or any Intellectual Property Rights of the Company.
  2. Provision of Services. Company will provide Licensee access to and use theVendorhosted web enabled application interface via the Software and Service as described in Section 5.b below, and Support as defined in Section 6 below (collectively, the “Services”). Licensee is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Sites and use the Software and the Service, and for paying all access charges (e.g., ISP, telecom) incurred while accessing or using them (the “Licensee Systems”). Upon your acceptance of this Agreement, Company or Vendor will provide Licensee with login access to the Sites for the Term of the Agreement. Licensee shall be solely responsible for administering its Users’ access to and use of the Software and Services.
  3. Restrictions. Licensee will not, and will not allow its Users, or agents to, directly or indirectly, to use the Software or the Services for any purpose that is not specifically permitted by this Agreement, including (but not limited to) the following:
    1. Renting, leasing, loaning, selling, copying, modifying, merging, redistributing, assigning, or transferring any Software or Service or any portion thereof;
    2. Using the Software or Service either directly or through commands, data or instructions from or to another computer or a network which is not your network or a network that you are permitted to use;
    3. Permitting any person who is not your User to use the Software or Service without the Company’s advance written consent;
    4. Reverse engineering, decompiling, translating, disassembling, deciphering, decrypting, emulating the functionality, reverse compiling, reducing to human readable form or creating derivative works of the Software. You may not otherwise attempt to discover the source code of the Software or otherwise modify, alter, adapt, port, or merge all or any part of the Software;
    5. Removing, altering, defacing, overprinting or otherwise obscuring Company’s patent, trademark, service mark, copyright or other Intellectual Property notices;
    6. Publishing or distributing in any form of electronic or printed communication the materials within or otherwise related to the Software, including but not limited to the object code, documentation, help files, examples, and benchmarks;
    7. Tampering with the Software or otherwise undertaking any activity intended to bypass, modify, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) proper and/or secure operation of the Software or Service and/or any mechanisms operatively linked to the Software or Service, including any components of the Software which may embody a serial copying management system required or permitted by the laws of the United States;
    8. Using the Software or Services for any unlawful, unsafe, malicious or abusive purpose, for interfering with others' use of the Service, in such a way as to defraud Company or any third party or to create damage or risk to Company’s business, network or facilities or to third parties;
    9. Exporting or re-exporting the Software or any copies thereof, either directly or indirectly, outside of the United States except in compliance with all applicable laws, ordinances and regulations and the prior written consent of Licensee;
    10. Violating the Vendor’s policies and terms of use (“Vendor Terms”), which as of the Effective Date are hosted at http://myemma.com/terms-of-use
  4. Credentials and Security.
    1. To be granted access to the Service, Licensee must complete the registration process by providing Vendor and Company with current, complete and accurate information as requested by Vendor and Company. Inaccurate details may result in suspension or termination of access to the Software and the Service. Licensee is entirely responsible for maintaining confidentiality with regard to its and its Users password and account name and related information (collectively, the “Credentials”). Licensee is solely responsible for any and all claims, losses or other activities that occur involving use or misuse of the Credentials.
    2. Licensee shall notify Company immediately if there is a security breach or unauthorized use of the Service or the Software. Licensee shall permit Company to review/audit Licensee’s use of the Software and the Service, and grant Company access to Licensee Systems for that purpose, upon reasonable notice to Licensee.
  5. Access to Service; Volume of Use and Licensee Data
    1. Licensee shall access the Service by means of any browser that is compatible with the Software and the Service, as described in the Software documentation provided by Company and/or Vendor, and using equipment obtained by Licensee as part of the Licensee Systems as further described in Section 13 of this Agreement.
    2. Subject to the current end user pricing schedule, there are preset, advance limits on the number of transactions that Licensee may perform using the Software and Services.
  6. Support. Company shall provide support services to Licensee and its Users concerning the Software Monday through Friday, excluding all United States federal holidays, between 8:00 a.m. and 5:00 p.m. Central US Time, solely via e-mail sent to support@CRMInnovation.com.com (collectively, the “Support”). The Company may provide premium level support outside those hours or by other means such as by telephone. Should it implement such a service there maybe additional fees that the Licensee may subscribe. Company shall not be required to provide Support Services to any person other than Licensee or its Users or for any software other than the Software. Support is to be used for error identification and outage reporting, and not for training or sign up purposes. Support for use by the Vendor shall be provided exclusively by Vendor, as described in the Vendor Terms.
  7. Fees. In consideration for providing the Software and the Services, Licensee shall pay Company the fees set out in Schedule A (the “Fees”). Company shall have the right to increase the Fees at any time (provided that such increase shall be effective on the next anniversary of the Effective Date) during the Term of this Agreement, by posting a notice of fee increases on the Sites or by e-mail notice to Licensee. Vendor may increase its fees in the manner permitted by the Vendor Terms. Continued use of the Software and the Service by Licensee shall constitute consent to any such fee increase.
  8. Payment. Licensee shall pay the Fees in accordance with the payment requirements of Schedule A. Amounts which remain unpaid past their due date (including situations in which Company does not receive payment from Licensee’s applicable credit card company) will be subject to a late payment charge at the rate of two percent (2.0%) per month (or the highest rate permitted by law), payable monthly, on the amounts outstanding until payment in full is received by Company. Any amount received by Company while late payment charges are outstanding will be applied first to interest owing. In the event that Company engages counsel or takes other steps to pursue collection, Licensee shall also pay Company’s reasonable attorneys’ fees and costs of collection.
  9. Taxes. Fees and other prices for the Software and Services are exclusive of all taxes, and Licensee shall pay (and Company shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with this Agreement, including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added and personal property taxes on any payments due Company in connection with the Services provided hereunder, except for tax based solely on the income of Company.
  10. Remedies. If Licensee fails to pay any Fee or other amount when due, Company may, in addition to any other rights or remedies at law or under this Agreement, and in its sole discretion: (a) immediately, with or without notice to Licensee, suspend or deny Licensee’s access to or use of the Software or Service or the performance of any of its obligations under this Agreement until such failure is remedied, subject to such conditions as Company may require; and/or (b) terminate this Agreement.
  11. Ownership of Intellectual Property. Licensee acknowledges and agrees that Company shall retain and own all Intellectual Property Rights in and to the Software, Services, and documentation at the Company Site (collectively, the “Company Materials”) and all copies thereof, and that nothing herein transfers or conveys to Licensee any ownership right, title or interest in or to the Company Materials or to any copy thereof or any license right with respect to same not expressly granted herein. Licensee agrees that it will not, either during or after the termination of this Agreement, contest or challenge the ownership of the Intellectual Property Rights in the Company Materials by Company. Vendor shall own all patent, copyright, trade secret, trademark or other similar rights in the Vendor Site, regardless of whether or not such rights or protections are registered or perfected.
  12. Ownership of Licensee Data; Company Access; Performance and Accuracy.
    1. Company acknowledges that all data entered by Licensee for storage and processing using the Software and Service (“Licensee Data”) and the hardware and systems used by Licensee to access the Software and Service shall be and remain the property of Licensee.
    2. Company and/or Vendor shall have the right to access, monitor, edit, copy, use and reproduce Licensee Data solely to the extent necessary to provide the Software and Services and fulfill its obligations to Licensee hereunder. Company will not otherwise access, monitor, edit, copy, use or reproduce Licensee Data unless necessary to: (a) comply with any law, regulation, court order or legal process (such as a subpoena or Digital Millennium Copyright Act notice); (b) protect and defend the rights or property of Company or any third party; (c) enforce this Agreement, including upon termination, cancellation or suspension of this Agreement by Company; (d) respond to any third party request in connection with any claim that Licensee is using the Service in connection with an infringing, illegal or improper activity, or (e) respond to service or technical issues.
    3. Company shall have no responsibility for the performance, adequacy, accuracy, concurrency or other matters related to Licensee Data. Company shall have no responsibility for the performance, adequacy, accuracy, concurrency or other matters related to Licensee Systems.
  13. Access and Use. Licensee is responsible for: (a) obtaining all Licensee Systems including hardware, software, Microsoft Dynamics CRM Licenses and services that are necessary to connect to the Site, access the Services and use the Software such as (but not limited to) all computers, web browsers and services provided by an Internet service provider, and; (b) contract with Vendor for, and obtain the Services supplied by Vendor from, the Vendor via the Vendor Site. All such Licensee Systems shall comply with Company’s and/or Vendor’s interface specifications for the Services described in the documentation for the Software or Services or as otherwise required by Company or Vendor.
  14. Termination or Suspension. The Company reserves the right to suspend or terminate immediately any Customer or User account or activity that is disrupting or causing harm to the Vendor’s computers, systems, infrastructure or jeopardizes the security of the Service.
  15. New Versions or Releases; Updates. The Company shall be entitled (but is not obligated) to prepare new releases or versions of the Software and make them available to Licensees. Company may also from time to time (but is not obligated to), in its sole discretion, change some or all of the functionality or any component of the Service or make any modification for the purpose of improving the performance, service quality, error correction or to maintain the competitiveness of the Service.
  16. Limited Warranty and Disclaimer.
    1. Company warrants that the elements of the Service provided by Company will substantially conform to this Agreement and any related documentation, if such documentation is provided by Company. Licensee's sole and exclusive remedies and Company's entire obligations to Licensee, any User or any other person or entity hereunder for any breach of this warranty, shall be, at Company’s election, for Company to refund to Licensee 33% of the subscription fee paid directly to Company (i.e., not including any fees paid to Vendor) in the calendar year in which the breach first occurred. Company does not warrant the accuracy of any data or information furnished to Licensee that is created from Licensee Data, Licensee Systems or Software, or any element of the Service provided by Vendor.
    2. EXCEPT AS EXPRESSLY PROVIDED HEREIN, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, PERFORMANCE, MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE. LICENSEE ACKNOWLEDGES AND AGREES THAT THE COMPANY MAKES NO DIRECT WARRANTY OF ANY KIND TO ANY USER UNDER THIS AGREEMENT.
    3. WITHOUT LIMITING THE SCOPE OF SECTION 15.b ABOVE, COMPANY DOES NOT REPRESENT OR WARRANT THAT: (i) THE SOFTWARE OR SERVICES WILL MEET LICENSEE'S REQUIREMENTS; (ii) THE SOFTWARE OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM VIRUSES, MALICIOUS CODE OR SECURITY EXPLOITS, OR THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE OR RELIABLE; OR (iii) ALL DEFICIENCIES IN THE SOFTWARE OR SERVICES CAN BE FOUND OR CORRECTED. FURTHER, THE SERVICE MAY BE INTERRUPTED OR UNAVAILABLE FOR THE PURPOSES OF PERFORMING MAINTENANCE OR UPGRADES. COMPANY WILL NOT BE RESPONSIBLE FOR: (a) SERVICE IMPAIRMENTS OR SOFTWARE PROBLEMS CAUSED BY ACTS WITHIN THE CONTROL OF LICENSEE OR ANY USER; (b) INTEROPERABILITY OF SPECIFIC LICENSEE APPLICATIONS OR LICENSEE SYSTEMS WITH THE SOFTWARE OR SERVICES; (c) INABILITY OF LICENSEE OR ANY USER TO ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING RESOURCES AVAILABLE THROUGH THE INTERNET; (d) SERVICE PROVIDED BY OTHER SERVICE PROVIDERS; OR (e) PERFORMANCE IMPAIRMENTS CAUSED ELSEWHERE ON THE INTERNET.
    4. Without limiting the scope of 15.b and 15.c above, any elements of the Service provided by Vendor are subject solely to the Vendor’s warranties (if any) contained in the Vendor Terms.
  17. Limitation of Liability.
    1. SUBJECT TO THE PROVISIONS OF SECTION 16.a ABOVE, COMPANY’S ENTIRE LIABILITY COLLECTIVELY TO LICENSEE AND ITS USERS FOR ALL LOSSES OR CLAIMS FOR OR ARISING OUT OF THE SOFTWARE, SERVICES OR THIS AGREEMENT SHALL IN NO EVENT EXCEED THE SUBSCRIPTION FEES PAID TO COMPANY BY LICENSEE PURSUANT TO THIS AGREEMENT IN THE CALENDAR YEAR IN RESPECT OF WHICH THE LOSS OR CLAIM FIRST AROSE, EVEN IF THE LOSS OR CLAIM IS A CONTINUING ONE.
    2. IN NO EVENT WILL COMPANY BE LIABLE FOR DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL LOSS OR DAMAGE, LOST BUSINESS REVENUE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF COVER, DAMAGES FOR DELAY, PUNITIVE OR EXEMPLARY DAMAGES, FAILURE TO REALIZE EXPECTED PROFITS OR SAVINGS OR ANY CLAIM AGAINST LICENSEE BY ANY OTHER PERSON, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.
    3. COMPANY SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF ANY DATA, EQUIPMENT OR THE SOFTWARE OR SERVICES, INCLUDING THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER METHOD.
    4. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS AGREEMENT SHALL APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND, OR ACTION BY LICENSEE, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY AND SHALL SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR OF ANY REMEDY CONTAINED HEREIN. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON DURATION OR THE EXCLUSION OF AN IMPLIED WARRANTY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE ADDITIONAL RIGHTS NOT STATED IN THIS DOCUMENT.
    5. Licensee may not bring any action, regardless of form, against Company arising out of or related to this Agreement more than one year after the cause of action has arisen or the date of discovery of such cause, whichever is later.
  18. Term and Termination.
    1. This Agreement shall begin on the Effective Date and continue until the end of the Subscription Period described in Schedule A , and shall automatically renew for additional periods the length of which are equal to the Subscription Period from the end of the previous Subscription Period, unless terminated in accordance with the provisions hereof (the “Term”). For purposes of this Agreement, non-renewal constitutes termination of the Agreement.
    2. This Agreement may be terminated, suspended or non-renewed as described below:
      1. The Agreement may be terminated or access to the Software and Service suspended by Company immediately, without notice or liability to Company, if Licensee fails to make any payment when due, breaches any of Licensee’s obligations under this Agreement, or violates the Vendor Terms.
      2. The Agreement may be non-renewed by either party by providing the other party with written notice of non-renewal at least 30 days in advance of the end of the expiring Subscription Period;
      3. The Agreement may be terminated by Licensee if Company materially breaches any of its duties, obligations or responsibilities under this Agreement (other than breaches covered in Section 16.a above), and fails to cure such breach within 30 days after receipt by Company of Licensee’s written notice specifying the breach;
      4. If Vendor terminates its relationship with Company, then Company may terminate this Agreement by written notice to Licensee. Such termination shall take effect immediately.
      5. The Agreement may be terminated by Company immediately in the event a receiver, trustee, administrator, or administrative receiver is appointed for Licensee or its property, Licensee makes an assignment for the benefit of its creditors or Licensee is liquidated or dissolved.
    3. Upon the termination of this Agreement, Company shall immediately cease providing the Services and terminate Licensee’s Credentials and access to the Software and Service, and the license to the Software and rights to use the Services shall terminate. Licensee and its Users shall immediately and permanently cease to access or use the Software and the Service, and Licensee shall pay to Company all amounts owing under this Agreement as of the date of termination, if any. Company shall have no obligation to refund any Fees or other amounts to Licensee, even if termination occurs before the end of the then-current Subscription Period.
  19. Additional Provisions
    1. Notice. Company may give notice by means of a general notice through the Service (notification at login), electronic mail to Licensee’s e-mail address on record in Company's account information, or by written communication sent by first class mail to Licensee’s address on record in Company's account information. Licensee may give notice to Company at any time by any of the following: electronic mail to support@crmInnovation.com; letter sent by confirmed facsimile to Company at the following fax number: (913) 215-9397; letter delivered by nationally recognized overnight delivery service to Company at the following address: Suite 480, 8725 Rosehill Road, Lenexa, KS 66215
    2. Force Majeure. If the performance of any obligation under this Agreement is prevented, restricted, or delayed by reason of: fire, flood, earthquake, explosion or other casualty or accident or act of God; strikes or labor disputes; inability to procure or obtain delivery of parts, supplies, power, telecommunication services, equipment or software from suppliers; war or other violence; any law, order proclamation, regulation, ordinance, demand or requirement of any governmental authority; or any other act or condition whatsoever beyond the reasonable control of the affected party, the party so affected shall be excused from such performance to the extent of such prevention, restriction or interference; provided, however, that the party so affected shall take reasonable steps to avoid or remove such cause of non-performance and shall promptly resume performance hereunder whenever such causes are removed.
    3. Severability. To the extent that any provision, portion or extent of this Agreement is deemed to be invalid, illegal or unenforceable, such provision, portion or extent shall be severed and deleted or limited so as to give effect to the intent of the parties insofar as possible and the remainder of this Agreement, as the case may be, shall remain binding upon the parties.
    4. Assignment. Licensee may not, without Company's prior written consent, assign or transfer this Agreement or any of its rights or obligations under this Agreement to any third person (an “Assignee”). Company may assign this Agreement to any person or entity without the consent of Licensee.
    5. Waiver and Amendment. Company reserves the right to change the terms and conditions of this Agreement or its policies or documentation relating to the Software or Service at any time. Continued use of the Service for more than thirty (30) days after any such change shall constitute your consent to such changes.
    6. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas without reference to conflict or choice of law rules or principles. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of Kansas State Court located in Olathe, Kansas or in the United States District Court for the District of Kansas located in Kansas City, Kansas for the purposes of any dispute, suit, action or other proceeding between them. The parties hereby waive and agree not to assert as a defense or otherwise, in any such suit action or proceeding, any claim that it is not subject personally to the jurisdiction of the abovenamed courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced by such court.
    7. Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.
    8. Entire Agreement. This Agreement sets forth the entire understanding and supersedes prior agreements between the parties relating to the subject matter contained herein and merges all prior discussions between them. Neither party shall be bound by any definition, condition, provision, representation, warranty, covenant or promise other than as expressly stated in this Agreement or any documentation or schedule issued by Company concerning the Software or Services. In the event of any conflict between the terms of this Agreement or any documentation or schedule, the terms of this Agreement shall be deemed controlling.

SCHEDULE A

This Schedule A is attached and incorporated by reference into the Software Plus Services Agreement between Licensee and Company (the “Agreement”). Capitalized terms used in this Schedule A shall have the same meaning that they have in the Agreement.

  1. Payment
    1. Fees. Licensee shall pay Company Fees as follows, plus applicable taxes for Software and Services for each Annual Subscription Period, subject to the Fee increase provisions of this Agreement, payable by credit card as described in section A.2 below.
      • One-Time Setup and Configuration Fee - $295
      • Annual subscription based on Emma Active Contacts database size
        • $795/year – up to 25,000
        • $1,495/year – 25,001 to 150,000
        • $2,495/year – 150,001 to 1M
        • Quoted – High Volume
      Subscription fees are subject to an annual review and revisions.
    2. Billing and Authorization. At the time of sign up on the Effective Date, Licensee must provide the Company’s billing agent with a valid credit card number and associated payment information including all of the following: (i) Licensee’s name as it appears on the card, (ii) Licensee’s billing address on file with its credit card company, (iii) Licensee’s credit card number, (iv) the credit card type, (v) the date of expiration, (vi) any activation numbers or codes needed to charge the card and (vii) any other information requested by Company. By submitting that information to Company’s\ billing agent, Licensee hereby authorizes Company to charge Licensee’s card. All sales are final. All charges are nonrefundable.
  2. Conditions of Sale and Payment Terms. To purchase the Services, Licensee must either be a human person of at least eighteen (18) years of age or the applicable state age of majority, or a corporation, partnership or other legal entity in good standing and authorized to do business in the states in which it operates, and be resident of the United States of America, exclusive of its commonwealths, territories and possessions.
  3. Methods of Payment, Credit Card Terms and Taxes. All payments must be made by using credit cards accepted by the Company’s agent (any of which may be no longer accepted by Company in its sole discretion at any time). Unless expressly agreed in writing by Company, Company does not accept any other payment form. Licensee’s card issuer agreement governs Licensee’s use of his or her designated card, and Licensee must refer to that agreement and not this Agreement to determine Licensee’s rights and liabilities as a cardholder. LICENSEE, AND NOT COMPANY, IS RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO LICENSEE’S CREDIT CARD BY A THIRD PARTY.
  4. Disputes. Licensee agrees to pay all Fees and charges incurred in connection with Licensee’s use of the Software and Service (including any applicable taxes) at the rates in effect when the charges were incurred. Unless Licensee notifies Company of any discrepancies within thirty (30) days after they first appear on Licensee’s credit card statement, Licensee agrees that such charges shall be deemed accepted by Licensee for all purposes. If Company does not receive payment from Licensee’s credit card issuer or its agent, Licensee agrees to pay all amounts due upon demand by Company. Licensee is responsible for paying any governmental taxes imposed on Licensee’s purchases, including, but not limited to, sales, use or value-added taxes.