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END-USER LICENSE AGREEMENT ("EULA") FOR CUSTOM PRINT WRAP APPLICATION

This is a legal agreement between each user that is registered with and establishes an account Licensor the Licensor Website (defined below) and that accepts this EULA (each an “Authorized User”) and Jumpstart Consultants, Inc. (“Licensor”). Licensor owns the Custom Print Wrap software application which includes, without limitation, all associated computer software, print wrap templates, media, printed materials, and "online" or electronic documentation (collectively, the “Licensed Application”) and related database (the “Application Database”). Licensor provides to Authorized Users the right to access and use the Licensed Application and Application Database pursuant to the terms of this EULA.

BY ACCESSING, DOWNLOADING, INSTALLING, IMPLEMENTING, COPYING, OR USING THE LICENSOR WEBSITE, LICENSED APPLICATION, APPLICATION DATABASE, AUTHORIZED USER AGREES TO BE BOUND BY THE TERMS OF THIS EULA, AS THE SAME MAY BE AMENDED BY LICENSOR IN ITS DISCRETION FROM TIME TO TIME. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT ACCESS, DOWNLOAD, INSTALL, IMPLEMENT, COPY OR USE THE LICENSED APPLICATION R APPLICATION DATABASE.

RECITALS:

A.    The Licensed Application and Application Database are accessible via the website located at www.customprintwrap.com (the “Licensor Website”). Licensor provides to Authorized Users the right to access and use the Licensed Application and Application Database via the Licensor Website, and the right to upload artwork, graphics, and logos for use by Licensor in creating custom print on house wrap products (“Authorized User Content”) to the Application Database and to store Authorized User Content in the Application Database, pursuant to this EULA. The right to access and use the Licensed Application and Application Database via the Licensor Website, and the right to upload data to the Application Database and store such data in the Application Database, is subject to acceptance of this EULA by an Authorized User and the terms and conditions set forth herein.

B.    B. The Licensor Website, Licensed Application and Application Database are protected by applicable federal, state, local and foreign laws, rules, regulations and treaties, including, without limitation, United States and foreign copyright laws and international copyright treaties.

NOW, THEREFORE, in exchange for the mutual promises set forth in this EULA, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

  1. General Terms
    1. Grant of Licenses.
      1. (i) Provided that an Authorized User accepts this EULA and complies with all terms and conditions of this EULA, under this EULA Licensor hereby grants Authorized User a limited, non-exclusive, non-transferable, non-assignable, revocable license for Authorized User’s internal purposes within Authorized User’s organization to access and use the Licensed Application and Application Database via the Licensor Website and the right to upload Authorized User Content to the Application Database and store such data in the Application Database pursuant to this EULA.
      2. AuthorizAuthorized User hereby grants to Licensor a non-exclusive, worldwide, royalty-free, transferable, assignable, irrevocable license to use the Authorized User Content to create custom print wrap media and materials for Authorized User.
  2. Term and Termination
    1. Term. This EULA shall become effective as of the acceptance of this EULA by Authorized User and shall remain in effect for a period of one (1) year (“Initial Term”), unless the EULA is earlier terminated as permitted under this EULA. The Initial Term shall renew automatically for additional one (1) year periods (each, a “Renewal Term”) unless earlier terminated as permitted under this EULA.
    2. Termination. Without prejudice to any other rights, Licensor may terminate this EULA immediately upon delivery of written notice of termination to Authorized User if Authorized User fails to comply with the any of the terms and conditions of this EULA Additionally, Licensor may terminate this EULA immediately upon delivery of written notice of termination to Authorized User after a receiver has been appointed in respect of the whole or a substantial part of Authorized User’s assets or a petition in bankruptcy or for liquidation filed by or against Authorized User which petition is not dismissed within sixty (60) days following its initiation. Additionally, Licensor may terminate this EULA, in whole or in part, for convenience, with or without cause, during the Initial Term or any Renewal Term by providing to Authorized User with notice of termination not less than thirty (30) days prior to the effective date of termination.
    3. Effect of Termination or Expiration. In the event of the termination or expiration of this EULA, the licenses granted hereunder shall terminate and Authorized User shall immediately cease accessing and using the Licensed Application and Application Database, shall cease accessing the Licensor Website, and shall return to Licensor all copies of the Licensed Application and Application Database or other materials provided in connection with this EULA in Authorized User’s possession or under its control. Termination or expiration of this EULA shall be without prejudice to any other right or remedy to which Licensor may be entitled under this EULA or applicable law. Termination or expiration of this EULA shall not relieve Authorized User from its obligations arising hereunder before termination or expiration of this EULA or which survive termination or expiration of this EULA.
  3. Additional Software. Any software provided to an Authorized User by Licensor which updates or supplements the original Licensed Application or Application Database is part of the Licensed Application and Application Database, as the case may be, and is governed by this EULA, unless other terms of use are provided with such updates or supplements whereupon such other terms of use shall apply. Any software provided to an Authorized User along with the Licensed Application or Application Database that is associated with a separate end-user license or other agreement is licensed to the Authorized User under the terms of that separate agreement, except if this EULA specifically sets forth the terms of use for such software, in which event the terms set forth in this EULA shall apply thereto.
  4. Description of Other Rights and Limitations.
    1. Restrictions on Use. Authorized User shall not:
      1. market, sell, distribute, sublicense, use, modify, translate, reproduce, create derivative works from, dispose of, rent, lease, or authorize or permit access or use of any portion of the Licensed Application or Application Database except as expressly permitted in this EULA;
      2. access or use, or permit the Licensed Application or Application Database to be accessed or used, in a computer service bureau, time-sharing, or interactive cable television arrangement or in a network arrangement;
      3. reverse engineer, decompile, or disassemble the Licensed Application or Application Database, except and only to the extent that such activity is expressly permitted by applicable law;
      4. export or use the Licensed Application or Application Database in violation of U.S. law, including Department of Commerce export administration regulations;
      5. remove any copyright and other proprietary notices contained in the Licensed Application or Application Database;
      6. upload to the Licensed Application or Application Database any Authorized User Content or other materials which infringe or violate any of the intellectual property or other proprietary rights of any third party;
      7. incorporate or permit to be incorporated into any computer or other systems of Licensor any Malicious Code. For purposes of this EULA, the term “Malicious Code” means any virus, worm, Trojan horse, time bomb or other malicious code intended to harm or negatively affect the operation, integrity, control or security of computer programs, systems, environments or data; or
      8. access and use the Licensed Application or Application Database in any manner that is inconsistent with the terms of this EULA.
    2. Additional Obligations.
      1. Authorized User shall only access and use the Licensor Website, Licensed Application and Application Database via a unique user login (i.e., user identification and password) established by Authorized User. Authorized User shall protect and keep strictly confidential, and shall cause its employees, agents, contactors, representatives, successors and assigns to protect and keep strictly confidential all unique user login information.
      2. Authorized User shall comply in full with all federal, state, local and foreign laws, rules and regulations in connection with its access to, and use of, the Licensed Application and Application Database or the use thereof by any employee or agent of Authorized User.
      3. The Licensed Application or Application Database may be accessed and used only in a form and manner approved by Licensor in its sole discretion, and only in accordance with the terms and conditions of this EULA.
      4. To the extent that the Licensed Application or Application Database includes any trademark, service mark, trade name, or the company name of Licensor or its licensors (collectively, "Marks"), Authorized User will use such Marks strictly in accordance with Licensor’s trademark standards, policies and procedures as specified by Licensor from time to time.
      5. The right to access and use the Licensed Application or Application Database hereunder is limited to authorized employees of Authorized User and Authorized User’s internal activities.
      6. Authorized User shall not remove Licensor’s copyright notices and other proprietary notices on the Licensed Application or Application Databases, and all copies thereof shall be subject to all terms, conditions, and obligations of this EULA.
      7. Authorized User acknowledges and agrees that previews generated by the Licensed Application are renderings and are not proofs with respect to the custom print wrap media and materials to be developed using the Licensed Application, and that different dimensions and color variations may result in the final proof with respect thereto.
  5. DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS EULA, ACCESS TO AND USE OF THE LICENSED APPLICATION AND APPLICATION DATABASE IS PROVIDED “AS IS”, “WITH ALL FAULTS”. LICENSOR DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OR USE OF THE LICENSOR WEBSITE, LICENSED APPLICATION OR APPLICATION DATABASE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS EULA, THE PARTIES AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS EULA, NO WARRANTY OR CONDITION, EXPRESS OR IMPLIED, IS MADE WITH RESPECT TO THE LICENSOR WEBSITE, LICENSED APPLICATION, OR APPLICATION DATABASE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE LICENSOR WEBSITE, LICENSED APPLICATION OR APPLICATION DATABASE. Please note that some jurisdictions may not allow the above exclusion of implied warranties, so some of the above exclusions may not apply to Authorized User.
  6. LIABILITY CAP AND LIMITATION OF LIABILITY
    1. LIABILITY CAP. AUTHORIZED USER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY BREACH OF THIS EULA BY LICENSOR OR ANY DISATISFACTION BY AUTHORIZED USER WITH RESEPCT TO THE LICENSOR WEBSITE, LICENSED APPLICATION OR APPLICATION DATABASE IS TO DISCONTINUE ACCESSING AND USING THE LICENSOR WEBSITE, LICENSED APPLICATION AND APPLICATION DATABASE. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY ARISING IN CONNECTION WITH OR UNDER THIS AGREEMENT (WHETHER UNDER THE THEORIES OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, FRAUD, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY OF LAW) EXCEED THE TOTAL FEES ACTUALLY PAID TO LICENSOR BY AUTHORIZED USER UNDER THIS EULA. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
    2. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS EULA, NEITHER LICENSOR NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE, UNDER ANY CIRCUMSTANCES, LIABLE TO AUTHORIZED USER OR ANY OTHER PERSON, FIRM OR ENTITY (WHETHER IN AN ACTION ARSING FROM CONTRACT, TORT OR OTHER LEGAL THEORY) FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES RESULTING FROM THE ACCESS OR USE OF THE LICENSOR WEBSITE, THE LICENSED APPLICATION, THE APPLICATION DATABASE, OR OTHERWISE, HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES ARISING FROM (I) INFORMATION OR DATA OBTAINED FROM OR THROUGH THE LICENSOR WEBSITE, LICENSED APPLICATION OR APPLICATION DATABASE, (II) RELIANCE BY ANY PERSON ON INFORMATION OR DATA OBTAINED FROM OR THROUGH THE LICENSOR WEBSITE, LICENSED APPLICATION OR APPLICATION DATABASE, (III) VIRUS TRANSMISSION OR DELETION OR LOSS OF FILES OR E-MAIL, (IV) LOSS OF DATA OR INFORMATION OF ANY KIND, (V) LOSS OF PROFIT, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (VI) LIABILITY FOR PERSONAL INJURY, OR (VII) LIABILITY TO THIRD PARTIES.
  7. Misuse by Authorized User. Notwithstanding anything to the contrary contained in this EULA, an Authorized User shall not be entitled to any remedy under this EULA or otherwise, and Licensor shall have no liability whatsoever, if any error or problem with the Licensor Website, Licensed Application or Application Database arises from or results from violation of this EULA by Authorized User or any employee, agent, contractor, affiliate, representative, successor or assign of Authorized User, or from accident, abuse, misapplication, abnormal or unauthorized access or use, or the introduction of a virus or other Malicious Code, by Authorized User or any employee, agent, contractor, affiliate, representative, successor or assign of Authorized User.
  8. Intellectual Property Ownership.
    1. The Licensor Website, Licensed Application and Application Database, and any authorized copies that an Authorized User makes thereof, are the intellectual property of and are owned by Licensor and/or its suppliers. The structure, organization and code of the Licensor Website, Licensed Application and Application Database are the exclusive property, valuable trade secrets and confidential information of Licensor and/or its suppliers and title to the Licensor Website, Licensed Application and Application Database shall at all times remain with Licensor and/or its suppliers. Except as expressly stated herein, this EULA does not grant Authorized User any intellectual property rights in the Licensor Website, Licensed Application or Application Database, or any component or element thereof, and all rights not expressly granted to Authorized User under this EULA are reserved to and retained by Licensor and/or its suppliers. Notwithstanding anything contained in this EULA to the contrary, Licensor reserves the right to make, available, distribute or release the Licensor Website, Licensed Application and Application Database under different license terms or to stop distributing, making available or releasing the Licensor Website, Licensed Application and/or Application Database at any time. Further, Licensor hereby owns and shall own all right, title and interest in and to all artwork created through templates within the Licensed Application and Authorized User hereby assigns and shall assign (and execute all documents and instruments requested by Licensor to assign and to obtain and protect its all intellectual property and other proprietary in and to such artwork) to Licensor all right, title and interest in and to such artwork.
    2. Authorized User represents, warrants and covenants to Licensor that Authorized User owns all right, title and interest in and to the Authorized User Content, and the Authorized User Content, the upload thereof to the Licensed Application and Application Database, and the use thereof by Licensor does not and shall not infringe or violate the intellectual property (i.e., patent, copyright, trademark or trade secret) or other proprietary rights of any third party.
  9. Support Services. Licensor or its suppliers may provide Authorized Users with support services related to the Licensor Website, Licensed Application or Application Database ("Support Services"). Use of Support Services is governed by the policies and programs described in the user manual for the Licensed Application, in "online" documentation and/or other Licensor-provided materials. Any supplemental software code provided to an Authorized User as part of the Support Services shall be considered part of the Licensor Website, Licensed Application or Application Database, as applicable, and subject to the terms and conditions of this EULA. With respect to technical information Authorized User provides to Licensor as part of the Support Services, Licensor may use such information for its business purposes, including to provide the Support Services, or for other product support and development
  10. Indemnity. Authorized User shall indemnify, defend and hold harmless Licensor and its affiliates, employees, agents, officers, directors, shareholders, representatives, successors and assigns from and against any loss, liability, cause of action, cost or expense (including reasonable attorneys’ fees) arising from, arising in connection with or related to: (i) the material breach of this EULA by Authorized User or any employee or agent of Authorized user; (ii) the acts and omissions of Authorized User and its employees and agents in connection with Authorized User’s use of the Licensor Website, Licensed Application or Application Database; (iii) the violation, infringement or misappropriation by Authorized User or any employee or agent of Authorized User, of the intellectual property or other proprietary rights of any third party, or any claim that Licensor’s use of the Authorized User Content infringes or violates the intellectual property or other proprietary rights of any third party. If any claim is commenced against a party entitled to indemnification under this paragraph ("Indemnified Party"), the Indemnified Party will provide notice of the claim and copies of all related documentation to the party obligated to provide indemnification ("Indemnifying Party") and the Indemnifying Party will assume control of the defense of such claim at its cost and expense. Such notice and documentation will be provided as promptly as possible; provided, that in no event shall the Indemnifying Party be relieved of its indemnification obligations hereunder unless the failure to provide notice promptly hereunder results in, and then only to the extent of, actual prejudice to the rights of the Indemnifying Party. The Indemnified Party may, at its own cost and expense, participate, through its attorneys or otherwise, in the investigation, trial and defense of such claim and any appeal. In such case, the Indemnifying Party will reasonably cooperate with the Indemnified Party’s attorneys.
  11. Export Rules. Authorized user agrees that access to and use of the Licensed Application and Application Database will not be provided by Authorized User or any employee or agent of Authorized User to any citizen of a country to which access or use thereof is barred, or to which exports or shipments are barred, by the United States government. Further, the Licensed Application and Application Database will not be shipped, transferred or exported by Authorized User or any employee or agent of Authorized User into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Licensed Application and/or Application Database are identified as export controlled items under the Export Laws, Authorized User represents and warrants that Authorized User is not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that Authorized User is not otherwise prohibited under the Export Laws from receiving access to or using the Licensed Application or Application Database. All rights to access and use the Licensed Application and Application Database are granted on condition that such rights are forfeited if Authorized User fails to comply with the terms of this EULA.
  12. Applicable Law. This EULA is governed, construed and enforced in accordance with the laws of the State of Ohio, without giving effect to any principles of conflicts of laws. Jurisdiction and venue for all actions arising under this EULA shall be in the federal and state courts located in Cuyahoga County, Ohio. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to this EULA.
  13. Entire Agreement. This EULA and any documentation related to Support Services is the entire agreement between an Authorized User and Licensor relating to the subject matter of this EULA and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the subject matter of this EULA.
  14. Notices and Questions. All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving party set forth in this EULA (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier and shall be deemed complete upon receipt. Should an Authorized User have any questions concerning this EULA, or if Authorized User desires to contact Licensor for any reason, please contact the Licensor office serving Authorized User’s country, or write: 4649 Carolina Avenue, Building I, Richmond, VA 23222 Attention: Marketing Services.
  15. Confidentiality. Authorized User acknowledges that Authorized User may receive or become aware of confidential information and trade secrets of Licensor ("Confidential Information"). Authorized User agrees to maintain and protect the confidentiality of all Confidential Information of which it becomes aware (whether or not identified or marked as confidential at the time of its disclosure) and not disclose any Confidential Information to any person, firm, or entity other than its own employees who have a need to know such Confidential Information for purposes of the license granted to Authorized User hereunder, and Authorized User shall preserve and protect the confidentiality of all Confidential Information of which it becomes aware using the same degree of care that it uses to protect its own trade secrets, but never less than reasonable care. Further, Authorized User shall not use or disclose any Confidential Information for any purpose not permitted by this EULA. Authorized User agrees to formulate and adopt appropriate safeguards in light of its own operating activities to ensure protection of the confidentiality of all Confidential Information of which it becomes aware. The restrictions on disclosure set forth above shall not apply when, and to the extent that, Confidential Information: (a) is part of the public domain through no action or failure to act by Authorized User; (b) is made available to the general public by Licensor or a third party who is lawfully in possession of such information, not as a result of any action or failure to act on the part of Authorized User; (c) was previously known to Authorized User free of any obligation to keep it confidential; (d) is subsequently disclosed to Authorized User free of any obligation to keep it confidential; or (e) is independently developed by Authorized User or a third party other than in breach of this EULA. Violations of this Section 15 are likely to cause irreparable harm and therefore Licensor may seek immediate injunctive relief without the need of posting bond in the event of a violation of this Section 15.
  16. Dispute Resolution. The parties will attempt to settle any claim or controversy arising out of this EULA through consultation and negotiation in good faith in a spirit of mutual cooperation. If those attempts fail, then the dispute will be mediated by a mutually accepted mediator to be chosen by the parties within forty-five (45) days after written notice by either party to the other demanding mediation. No party may unreasonably withhold consent to the selection of a mediator. The parties will share the cost of the mediation equally. By mutual agreement, the parties may postpone mediation until some specified but limited discovery about the dispute has been completed. The parties may also agree to replace mediation with some other form of alternative dispute resolution. Any dispute which cannot be resolved by the parties through negotiation, mediation or other form of agreed alternative dispute resolution within one hundred twenty (120) days following the date of the initial demand for it by one of the parties may then be submitted to the courts for resolution. Nothing in this section will prevent a party from resorting to judicial proceedings if: (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; (b) interim, injunctive or other equitable relief from a court is necessary to prevent serious and irreparable injury to one party or to others; or (c) litigation is required to be filed prior to the running of the applicable statute of limitations. The use of any alternative dispute resolution procedure will not be construed under the doctrine of latches, waiver or estoppel to affect adversely the rights of either party. All of the above alternative dispute resolution procedures shall be confidential.
  17. Force Majeure. Licensor shall not be responsible for delays or failure of performance resulting from acts beyond the reasonable control of Licensor. Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war, epidemics, failure of suppliers to perform, governmental regulations, power failures, Internet or telecommunications failures, earthquakes, or other disasters.
  18. Compliance with License and Laws. Authorized User shall comply with all federal, state, local and foreign laws, regulations, rules and ordinances pertaining to the operations and conduct of its business and the license granted to Authorized User under this EULA. In the event that any part of this EULA is determined to violate any applicable federal, state, local or foreign laws, rules or regulations, then the remaining provisions of this license shall remain in full force and effect and shall be enforced to fullest extent permitted by law and the parties agree to negotiate in good faith revisions to the provision or provisions that are in violation. In the event the parties are unable to agree to modified terms as required to bring the entire EULA into compliance, either party may terminate this EULA by not less than ten (10) days prior written notice to the other party.
  19. Survival. Sections 1b, 2b, 2c, 3, 4, 6, 7, 8, 9, 10 and 11-22 shall survive the termination or expiration of the EULA for any reason.
  20. Headings. The titles and headings of the various sections and paragraphs in this EULA are intended solely for reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this EULA.
  21. Forms. No provisions in either party’s purchase orders, or in any other business forms employed by either party, will supersede the terms and conditions of this EULA.
  22. Waiver/Assignment. A waiver of any provision of this EULA shall only be effective if in a writing signed by the party against which the waiver is claimed. This EULA may not be assigned by Authorized User without the prior written consent of Licensor. This EULA may be assigned by Licensor, by operation of law or otherwise, without the consent or approval of Authorized User or any other person, firm or entity.

IN WITNESS WHEREOF, the parties hereto have entered into this EULA.

BY CLICKING ON THE "ACCEPT" BUTTON, YOU INDICATE YOUR ACCEPTANCE OF THIS EULA.

WrapLab™ Version 1.5.0
US & International Patents Pending.
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