Subject to the terms and conditions of this Agreement and payment by you of all required fees and expenses, we grant you a limited, non-exclusive, personal, nontransferable, non-sublicensable right and license to: (1) download and use a copy of the CalendarTree software program, consisting of the software program's executable file, its supporting files and accompanying documentation (hereinafter referred to collectively as the "CalendarTree Software"); and (2) view and use the CalendarTree Technologies, including, without limitation, the products and services made available on or through the CalendarTree Website. No other right or license of any kind is granted to you hereunder with respect to the CalendarTree Technologies. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise, any license or other grant of right to use any patent, copyright, trademark, service mark, trade secret or other intellectual property of CalendarTree or any third party, except as expressly provided herein. If you want to make commercial use of any of the CalendarTree Technologies, you must enter into a separate written agreement with CalendarTree in advance.
The license provided herein is effective until terminated. This license automatically terminates if you fail to comply with the terms and conditions of this Agreement. You agree that, upon such termination, you will destroy or permanently erase all copies of the CalendarTree Technologies.
The Content is subject to change without notice. This Website may be unavailable from time to time due to mechanical, telecommunication, software, and other failures. CalendarTree cannot predict or control when such downtime may occur and cannot control the duration of such downtime.
The CalendarTree Technologies, including, but not limited to, the CalendarTree Software and all other programs, text, graphics, files and other Content are owned and copyrighted by CalendarTree and its licensors, and are protected worldwide. CalendarTree retains all right, title, interest in and to the CalendarTree Technologies including, without limitation, all patent rights, copyrights, trademarks, service marks, trade secrets and other intellectual property rights, in and to the CalendarTree Technologies and any portion thereof, any Derivative Work of the CalendarTree Technologies, and any Update, and any copies thereof, regardless of the form or media in or on which the original or other copies may subsequently exist. For purposes of this Agreement, “Derivative Work” shall mean a new or modified work that is based on or derived from a preexisting work, including, without limitation, a work that, in the absence of a license, would infringe the copyright in such preexisting work or that uses trade secrets or other proprietary information with respect to such preexisting work. For purposes of this Agreement, “Update” shall mean any modification, error correction, bug fix, new release, upgrade, patch or other update to or for the CalendarTree Software. You agree to take any action reasonably requested by CalendarTree to evidence, maintain, enforce or defend the foregoing. You shall not take any action to jeopardize, limit or interfere in any manner with CalendarTree’s ownership of and rights with respect to the CalendarTree Technologies, or any Derivative Work or Update. This license is not a sale of the original or any backup copy. All rights are reserved unless otherwise noted.
Any Content that is a registered or unregistered trademark, logo, or service mark is also protected by trademark law. Your use of any Content without the prior written permission of CalendarTree is strictly prohibited, except as provided in this Agreement. Without limiting the foregoing, you are prohibited from using any CalendarTree copyrighted material, trademark, service mark or logo for any purpose, including, but not limited to, use as metatags, links or otherwise on any Website, without the prior written permission of CalendarTree. You are also advised that CalendarTree will enforce its intellectual property rights to the full extent provided by law. If you download any software or other materials from this Website, you agree that your use of such software and/or materials shall be governed by the terms of the license agreement.
Your access to and use of the CalendarTree Technologies is subject to this Agreement and all applicable laws and regulations. You may not: (1) modify, translate, reverse engineer, decompile, disassemble, or create any Derivative Works based on the CalendarTree Technologies, including any of its files, tables or documentation, or any portion thereof, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the CalendarTree Software or any portion thereof; (2) distribute, license, transfer, or sell, in whole or in part, any of the CalendarTree Technologies or any Derivative Works thereof; (3) market, rent or lease the CalendarTree Technologies for a fee or charge, or use the CalendarTree Technologies to advertise or perform any commercial solicitation; (4) use the CalendarTree Technologies to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; (5) interfere with or attempt to interfere with the proper working of the CalendarTree Technologies, any transactions being offered in connection with the CalendarTree Technologies or any other activities conducted by CalendarTree, disrupt the CalendarTree Website or any networks connected to the CalendarTree Technologies, or bypass any measures we may use to prevent or restrict access to the CalendarTree Technologies; (6) use any robot, spider, scraper, or other automated means to access the CalendarTree Website for any purpose without our prior written permission; (7) use the CalendarTree Technologies to collect or harvest personal information about other users of the CalendarTree Technologies; (8) take any action that imposes or may impose an unreasonable or disproportionately large load on our infrastructure; (9) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (10) use the CalendarTree Technologies, or any other services, products, or downloads available in connection with the CalendarTree Technologies for illegal purposes; (11) represent that you are the owner of any of the CalendarTree Technologies, including any of its individual files, drawings or documentation; (12) remove or alter any proprietary notices, labels, marks or identifying information of any kind on the CalendarTree Technologies; (13) incorporate the CalendarTree Technologies or any portion thereof into any other program or product; (14) use the CalendarTree Technologies for any purpose other than in accordance with the terms and conditions of this Agreement; or (15) copy the CalendarTree Software (except that you may make a copy of the CalendarTree Software for archival or backup purposes only, provided that any such copy contains the copyright and proprietary notices in unaltered form). We reserve the right to refuse service, terminate accounts or limit access to the CalendarTree Technologies in our sole discretion.
INFORMATION YOU PROVIDE/REGISTRATION
Registration may be required for you to create a User account, download the CalendarTree Software, or participate in certain services offered through the CalendarTree Technologies. If you choose to create a User account, you must provide certain current, complete, and accurate information about you, as requested during the registration process ("Registration Data"), and you must maintain and update such Registration Data to keep such information current, complete and accurate. You warrant that your Registration Data and all of the other information that you provide to us will be truthful, accurate, and complete, and that you are authorized to provide such information. You authorize us to verify your Registration Data at any time. If any Registration Data that you provide is untrue, inaccurate, not current or incomplete, CalendarTree retains the right, in its sole discretion, to suspend or terminate your User account and your access to the CalendarTree Technologies.
If you choose to create a User account, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. You may not share your password or other account access information with any other party, temporarily or permanently, and you agree to accept responsibility for all activities that occur under your account or password, whether or not authorized by you. You agree to immediately notify CalendarTree of any unauthorized use of your CalendarTree Account, Registration Data or passwords, as the case may be. We reserve the right to refuse service and/or terminate User accounts in our sole discretion.
If you choose to send CalendarTree any message, feedback or data, including, but not limited to, any ideas, comments, suggestions or questions regarding any CalendarTree product or service or the CalendarTree Technologies, such information shall be deemed to be non-confidential. CalendarTree shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose and distribute the information to others without limitation. Further, CalendarTree shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and services incorporating such ideas, concepts, know-how or techniques.
If the CalendarTree Technologies should at any time provide any service which enables Users to post information or materials, or to communicate with or otherwise share information with other Users or persons providing any service to Users, you agree not to submit, publish, display, disseminate, or otherwise communicate any defamatory, inaccurate, abusive, threatening, offensive, or illegal material, or any material that violates any federal, state, or local law in the United States or anywhere else in the world. You are solely responsible for all information which you submit, publish, display, disseminate or otherwise communicate through the CalendarTree Technologies, even if a claim should arise after termination of service. If the CalendarTree Technologies provides any such service described herein, you agree that all messages and other communications by you shall be deemed to be readily accessible to all other visitors/subscribers who are authorized to access the CalendarTree Technologies and you agree that all such messages and other communications shall not be deemed to be private or secure. You agree that any and all communications which you submit to the CalendarTree Technologies can be read by the operators and/or other agents of the CalendarTree Technologies, whether or not they are the intended recipients.
CalendarTree respects the intellectual property of others, and we ask our Users to do the same. The unauthorized posting, reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owners’ rights. As a condition to your use of the CalendarTree Technologies, you agree not to use the CalendarTree Technologies to infringe the intellectual property rights of CalendarTree or others in any way. We will terminate the accounts of, and block access to the CalendarTree Technologies to, any Users who infringe the copyrights, or other intellectual property rights, of CalendarTree or others. We reserve the right to take these actions at any time, in our sole discretion, with or without notice.
Reference to any product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, company name or otherwise does not necessarily constitute or imply the endorsement or recommendation of such by CalendarTree. Any views expressed by any third party on this Website are solely the views of such third party, and CalendarTree assumes no responsibility for the accuracy or veracity of any statement made by such third party.
CalendarTree does not necessarily monitor any materials posted, transmitted, or communicated to or within the CalendarTree Technologies by Users or third parties. If you believe that something on the CalendarTree Technologies violates this Agreement, please contact our designated agent set forth below. If notified that any User has posted any information or materials which allegedly do not conform to this Agreement, CalendarTree may in its sole discretion investigate the allegation and determine whether to take any other actions, including, but not limited to, whether to remove or request the removal of the information or materials posted by a User. CalendarTree has no liability or responsibility to Users for performance or nonperformance of such activities.
If you believe that your copyrighted work or trademark has been uploaded, posted or copied to the CalendarTree Technologies and is accessible on the CalendarTree Technologies in a way that constitutes copyright or trademark infringement, please contact our designated agent and provide all information relevant to any claim of copyright or trademark infringement or other nonconformance to this Agreement on the CalendarTree Technologies. Please contact us as follows:
By email: email@example.com
THIRD PARTY WEBSITES
CalendarTree participates in joint marketing and other service offerings with non-affiliated third parties. Our Website contains links to third-party sites, and third-parties may provide you with an opportunity to use the CalendarTree Technologies from or through their websites. For example, if you are shopping or reviewing product information on a third-party website, you may be redirected to the CalendarTree Website or provided with access to the CalendarTree Technologies. The third parties that contract with CalendarTree are independent, and not agents, of CalendarTree. Such links are provided for your convenience only. CalendarTree does not control, and is not responsible for, the content of, or products or services available through, such websites.
DISCLAIMER OF WARRANTIES
Reasonable efforts are taken to improve the accuracy and integrity of the CalendarTree Technologies, but CalendarTree is not responsible for mistakes, misprints, out-of-date information, inaccuracies, typographical or other errors. The CalendarTree Technologies are subject to change without notice. This Website may be unavailable from time to time due to mechanical, telecommunication, software, and other failures. CalendarTree cannot predict or control when such downtime may occur and cannot control the duration of such downtime.
THE CALENDARTREE TECHNOLOGIES (INCLUDING, WITHOUT LIMITATION, THE CALENDARTREE SOFTWARE, PRODUCTS, SERVICES AND WEBSITE) ARE PROVIDED “AS IS” AND WITH ALL FAULTS. CALENDARTREE MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE COMPLETENESS, ACCURACY, ADEQUACY, SUITABILITY, FUNCTIONALITY, AVAILABILITY, OR OPERATION OF THE CALENDARTREE TECHNOLOGIES. YOU ACKNOWLEDGE THAT WE DO NOT HAVE CONTROL OVER YOUR USE OF THE CALENDARTREE TECHNOLOGIES, AND WE DO NOT WARRANT THE PERFORMANCE OR RESULTS THAT MAY BE OBTAINED THROUGH YOUR USE OF THE CALENDARTREE TECHNOLOGIES. YOU ASSUME ALL RISKS AND RESPONSIBILITY FOR YOUR USE OF THE CALENDARTREE TECHNOLOGIES AND FOR ANY LOSS OF OR ERRORS IN ANY DATA OR INFORMATION. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, CALENDARTREE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, CALENDARTREE NEITHER WARRANTS NOR REPRESENTS THAT YOUR USE OF THE CALENDARTREE TECHNOLOGIES WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTIES, NOR THAT THE CALENDARTREE TECHNOLOGIES WILL BE AVAILABLE FOR YOUR ACCESS OR USE, NOR THAT OPERATION OF THE CALENDARTREE TECHNOLOGIES WILL BE ERROR FREE OR UNINTERRUPTED. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN ADDITION, YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY
There are inherent risks in relying upon, using, or retrieving any information found on the Internet, and CalendarTree urges you to make sure you understand these risks before relying upon or using the CalendarTree Technologies or any website that provides you with access to the CalendarTree Technologies.
YOUR USE OF THE CALENDARTREE TECHNOLOGIES IS AT YOUR OWN RISK. NEITHER CALENDARTREE, NOR ANY OF ITS PARENTS, SUBSIDIARIES OR AFFILIATES, NOR ANY OF THEIR EMPLOYEES, OFFICERS OR DIRECTORS, SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR INFORMATION OF ANY KIND, LOSS OF BUSINESS, LOST PROFITS, INTERRUPTION OF BUSINESS, COST OF COVER OR ANY OTHER DAMAGES) ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE USE OR INABILITY TO USE THE CALENDARTREE TECHNOLOGIES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
You agree, at your own expense, to indemnify, defend and hold harmless CalendarTree Inc., its parents, subsidiaries and affiliates, its CalendarTree division, and their officers, directors, employees, agents, distributors and licensees, from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in, arising out of or in any way related to your breach of this Agreement, your use of the CalendarTree Technologies, or any of your other acts or omissions.
GOVERNING LAW AND JURISDICTION
This Agreement and your use of the CalendarTree Technologies are governed by the laws of the State of California, without regard to its choice of law provisions. You agree that the courts of general jurisdiction located within Alameda County, California, will have exclusive jurisdiction over any and all disputes arising out of or relating in any way to this Agreement or the CalendarTree Technologies.
This Agreement is effective unless and until terminated by CalendarTree. CalendarTree may terminate this Agreement at any time and may do so immediately without notice, and accordingly deny you access to the CalendarTree Technologies, if in CalendarTree’ sole discretion you have failed to comply with any term or provision of this Agreement. Upon any termination of this Agreement by CalendarTree, you must promptly destroy all materials downloaded or otherwise obtained from CalendarTree, as well as all copies of such materials, whether made under the terms and conditions of this Agreement or otherwise. Termination of this Agreement shall not act as a waiver of any breach of this Agreement and shall not release you from any liability for breach of your obligations under this Agreement.
Please note that there may be certain orders that we are unable to accept and must cancel. We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. In most cases, you will not be charged until your payment method is authorized, the order information is verified for accuracy and your order is shipped. Some situations that may result in your order being cancelled include limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by our employees that monitor orders. We may also require additional verifications or information before accepting any order. We will contact you if all or any portion of your order is cancelled or if additional information is required to accept your order. If your order is cancelled after your credit card has been charged, we will issue a credit to your credit card in the amount of the charge.
This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law or otherwise, by you without the prior written consent of CalendarTree Inc. Subject to the preceding sentence, the rights and liabilities of the parties hereto is binding on, and shall inure to the benefit of, the parties and their respective successors and assigns. Any attempted assignment other than in accordance with this section shall be null and void.
If the application of any provision of this Agreement to any particular facts or circumstances shall be held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then (a) the validity and enforceability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement shall not in any way be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
RELATIONSHIP OF THE PARTIES
Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties. Neither party nor their agents have any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.
CalendarTree Inc. shall not be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, novelty of product manufacture or other unanticipated product development problems, and acts of civil and military authorities.
ENTIRE AGREEMENT / MODIFICATIONS
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements and communications, whether oral or written, between the parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom.
The CalendarTree Website may be accessed by Users internationally and may contain references to CalendarTree products, programs and services that are not available in your country. Such references do not imply that CalendarTree intends to make available in your country such products, programs or services. CalendarTree reserves the right without prior notice to discontinue or change products, programs and services at any time without incurring any obligations to any party.
We control and operate the CalendarTree Technologies from offices located in the United States. If you access and use the CalendarTree Technologies outside the United States, you do so on your own initiative and you are responsible for complying with United States and your local laws and regulations, if and to the extent such laws are applicable.
You may not use, export, re-export, import or transfer the CalendarTree Technologies except as authorized by United States law, the laws of the jurisdiction in which you obtained the CalendarTree Technologies, and any other applicable laws. In particular, but without limitation, the CalendarTree Technologies may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the CalendarTree Technologies, you represent and warrant that you are not located in any such country or on any such list. You also may not use the CalendarTree Technologies for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
We reserve the right to limit, in our sole discretion, the availability of the CalendarTree Technologies or any portion thereof, to any person, geographic area, or jurisdiction, at any time.
U.S. GOVERNMENT RESTRICTED RIGHTS
If this product is acquired under the terms of a government contract, use, duplication and disclosure are subject to the terms of this license and the following restrictions: subdivision (c)(1)(ii) of the Rights in Technical data and Computer Software clause at 252.227-7013 (DOD contracts); subdivisions (a) through (d) of 52.227-19 (Civilian agency contracts); and the applicable ADP Schedule Contract (GSA contracts).
ACCESS BY CHILDREN
The Website is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the CalendarTree Technologies is not available to children (persons under the age of 18.
If you create a User account or send emails to us, you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the CalendarTree Technologies. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that we may send email to you for the purpose of advising you of changes or additions to the CalendarTree Technologies, about any of our products or services, or for such other purposes as we deem appropriate.