End User License Agreement
IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT AND THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS PRODUCT.
Your use of the forms contained on this site is expressly conditioned on your acceptance of the following terms and conditions of this End User License Agreement (“Agreement”). By clicking “I Accept” you are representing that you have read the Agreement, that you are agreeing to be bound by the terms and conditions of the Agreement and that you have the authority to accept the Agreement on behalf of your financial institution or company. If you do not have the authority to accept the terms and conditions of the Agreement or do not understand or agree with all the terms and conditions, you must click “Cancel,” which will cancel the order and you will not be granted access to this product.
This Agreement is by and between:
Wolters Kluwer Financial Services, Inc., a Delaware corporation, with its principal place of business at 6815 Saukview Drive, P.O. Box 1457, St. Cloud, Minnesota 56303 (“Wolters Kluwer Financial Services”); and
Customer, the entity communicated to Wolters Kluwer Financial Services as the user of the services on whose behalf the terms and conditions of this Agreement are accepted by clicking “I Accept.”
1. LICENSE GRANT. Subject to the conditions in this Agreement, Wolters Kluwer Financial Services hereby grants to Customer a non-exclusive, non-transferable, terminable license to access and use the forms contained on this site (the Forms) for its internal business purposes only. The Forms are translated versions of Wolters Kluwer Financial Services’ proprietary forms for transactions in the State of California.
2. COPYRIGHT NOTICE. Wolters Kluwer Financial Services claims a proprietary interest and/or copyright interest in the Forms. Customer acknowledges Wolters Kluwer Financial Services’ interests in the Forms and agrees: (i) it has no title to or ownership of any Form, (including any copyright, trademark, trade secret, patent, or other proprietary rights in them), (ii) it will not take or permit any action to be taken, which would compromise or dilute such Wolters Kluwer Financial Services interests, , and (iii) it will treat the Forms with the same degree of care and confidence as it treats its own valuable intellectual and proprietary property, but in no case less than reasonable care.
3. DISCLAIMER OF WARRANTY. THE FORMS ARE PROVIDED TO CUSTOMER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WOLTERS KLUWER FINANCIAL SERVICES, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE FORMS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WOLTERS KLUWER FINANCIAL SERVICES PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE FORMS WILL MEET THE CUSTOMER'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
CUSTOMER UNDERSTANDS AND AGREES THAT ANY LIMITED COMPLIANCE WARRANTY GENERALLY PROVIDED BY WOLTERS KLUWER FINANCIAL SERVICES (INCLUDING BUT NOT LIMITED TO, THE WOLTERS KLUWER FINANCIAL SERVICES LIMITED COMPLIANCE WARRANTY FOR PAPER AND STATIC FORMS – INDIRECT LENDING AND LEASE DOCUMENTS) DOES NOT APPLY TO THE FORMS LICENSED BY THIS AGREEMENT. ANY CONFLICT BETWEEN ANY WOLTERS KLUWER FINANCIAL SERVICES LIMITED COMPLIANCE WARRANTY AND THIS AGREEEMENT WILL BE CONTROLLED BY THIS AGREEMENT.
4. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
(a) IN NO EVENT WILL WOLTERS KLUWER FINANCIAL SERVICES OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO THE CUSTOMER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE FORMS, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WOLTERS KLUWER FINANCIAL SERVICES WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) IN NO EVENT WILL WOLTERS KLUWER FINANCIAL SERVICES’ COLLECTIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED $100.00.
(c) CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT THE LIMITATIONS SET FORTH IN THIS SECTION 4 ARE FAIR AND REASONABLE, GIVEN THAT WOLTERS KLUWER FINANCIAL SERVICES IS NOT CHARGING CUSTOMER FOR USE OF THE FORMS. THE LIMITATIONS SET FORTH IN THIS SECTION 4 SHALL APPLY EVEN IF THE CUSTOMER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
5. CUSTOMER LIABILITY. Customer agrees to indemnify, defend, and hold Wolters Kluwer Financial Services, its parents, subsidiaries, affiliated companies, suppliers, and their respective officers, directors, employees and agents, harmless from and against any and all losses, damages, deficiencies, claims, causes of action or expenses of any nature (including, without limitation, reasonable attorneys' fees and costs) resulting from or arising out of any breach by Customer of any of its obligations hereunder. Wolters Kluwer Financial Services, may at Customer's expense, control the defense of any third party claim, suit, action or proceeding that gives rise to a right of indemnification under this Section 5, if Wolters Kluwer Financial Services reasonably believes that such assumption is necessary or appropriate to assure that its right or ability to conduct its business, its reputation, goodwill or financial condition are not materially impaired.
6. GOVERNING LAW/VENUE. This Agreement will be governed by the substantive laws of the State of Minnesota, without reference to provisions relating to conflict of laws. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement. All actions brought by either party under this Agreement shall be exclusively venued in the state or federal courts located in Hennepin County, Minnesota, and each party hereby submits to the exclusive jurisdiction of said courts. To the maximum extent allowed by law, each party hereby waives all rights to a trial by jury to resolve any disputes arising under this Agreement
7. EQUITABLE RELIEF. The rights granted to the parties in this Agreement are unique and remedies for a breach by either party will be inadequate, therefore the non-breaching party will be entitled to equitable relief in the event of a breach, including injunction and specific performance in addition to any other remedies available in this Agreement, or at law or equity. In the event that Wolters Kluwer Financial Services institutes any action to enforce any of its rights under this Agreement, Customer shall be liable to Wolters Kluwer Financial Services for all costs and expenses it incurs in connection with such action, including reasonable attorney fees.
8. SURVIVAL. All rights and obligations of the parties under this Agreement that, by their nature, do not terminate with the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.
9. INDEPENDENT CONTRACTORS. Customer and Wolters Kluwer Financial Services expressly agree they are acting as independent contractors only, and specifically not as fiduciaries, partners, franchisees, or joint venturers, and under no circumstances shall any of the employees of one party be deemed the employees of the other for any purpose.
10. GOVERNMENT USE. Any Wolters Kluwer Financial Services Software and related documentation provided under this Agreement are deemed to be "commercial items," "commercial computer software" and "commercial computer software documentation" as set forth in the Federal acquisition regulations at 48 CFR §§2.101 and 227.7202 with RESTRICTED RIGHTS. Any use, modification, reproduction, release, performance, display or disclosure of any software and related documentation by the United States government is subject to restrictions as set forth in subpar. (c)(1) and (2) of the Commercial Computer Software – Restricted Rights Clause at 48 CFR 52.227-19 and otherwise shall be governed solely by the terms of this Agreement.
11. GENERAL. Each party acknowledges that it has not entered into this Agreement in reliance upon any representation made by the other party not embodied in this Agreement. If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect. Neither party shall be responsible for delays or failures in performance resulting from acts reasonably beyond the control of that party. The failure of either party to insist on strict performance of any of the provisions hereunder shall not be construed as the waiver of any subsequent default of a similar nature. This Agreement constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all previous agreements with respect thereto, including any confidentiality agreement entered into by the parties during discussions leading up to this Agreement. This Agreement is binding upon the parties and their respective successors and permitted assigns. Customer may not assign this Agreement, without the prior written consent of Wolters Kluwer Financial Services, which consent Wolters Kluwer Financial Services may withhold in its sole and absolute discretion.
By clicking “I Accept” you are representing that you have read the Agreement, that you are agreeing to be bound by the terms and conditions of the Agreement and that you have the authority to accept the Agreement on behalf of your financial institution or company (“Customer”). This Agreement will be effective and binding on the parties only when (1) Customer has indicated its acceptance by selecting the box marked “I Accept” and (2) Wolters Kluwer Financial Services provides Customer with access to the Forms. If you do not have the authority to accept the terms and conditions of the Agreement or do not understand or agree with all the terms and conditions, you must click “Cancel,” which will cancel your order and you will not be granted access to this product.