Template Development Supplemental Terms
IMPORTANT: THESE ARE THE SUPPLEMENTAL TERMS PERTAINING TO OUR TEMPLATE DEVELOPMENT SERVICES. THESE SUPPLEMENTAL TERMS ARE SUBJECT TO, AND GOVERNED BY, YOUR SERVICES AGREEMENT WITH US AND ARE INCORPORATED THEREIN.
YOUR EXECUTION OF AN ORDER FORM FOR TEMPLATE DEVELOPMENT SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE SUPPLEMENTAL TERMS.
IN THE EVENT OF A CONFLICT BETWEEN THESE SUPPLEMENTAL TERMS AND YOUR SERVICES AGREEMENT, THESE SUPPLEMENTAL TERMS SHALL CONTROL.
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE THE RIGHT TO ESTABLISH TERMS FOR THE CONTINUED USE OF OUR SERVICES. ACCORDINGLY, WE RESERVE THE RIGHT TO MODIFY THESE SUPPLEMENTAL TERMS IN ACCORDANCE WITH YOUR SERVICES AGREEMENT. YOU AGREE THAT YOUR USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO ANY SUCH MODIFICATION.
TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING SET FORTH IN YOUR SERVICES AGREEMENT.
1. Template Plans
1.1 The template plan you purchase will be as set forth in your Order Form. 2. Template Development Service.
2. Access
2.1 We will provide access to the maintained templates after you have completed a Order Form and following initial consultation with you to discuss your business, products and services, and your goals for report writing.
3. Fees
3.1. Description of Fees. You agree to pay the following, in the amounts set forth on the Order Form: Recurring Monthly Payment refers to the monthly fee for access to maintained templates. Unless otherwise set forth in the applicable Order Form, your recurring billing will begin thirty (30) days after the execution of the Order Form or, if earlier, the live date of the subscription.
4. Timing of Payment
Prior to your initial set-up consultation, you will pay the fees for the initial Recurring Monthly Payment and any Other Fees, if applicable (the “Initial Payment”). All Recurring Monthly Payments shall be paid at the beginning of each month. You understand and acknowledge that all amounts owed must be paid in advance of each month and that, in addition to being in breach of your contractual obligations, your templates may become inaccessible if timely payment is not made.
5. Term and Termination
Your services will begin upon our acceptance of the Order Form and your remittance of the Initial Payment, and shall continue until cancelled in accordance with your Services Agreement. Unless otherwise stated in the Order Form, Template Services are for a minimum term of one (1) year and automatically renew for additional one (1) year periods unless cancelled in accordance with your Services Agreement.
6. Supplemental Privacy Matters
6.2. Access to Information. You understand and acknowledge that we may, for purposes of quality assurance and assessment, access your templates.
6.3. Disclosure of Information. In addition to the foregoing and your Services Agreement, you understand and acknowledge that we may disclose such of Your Content, including your contact and account information, to courts, law enforcement authorities and/or other relevant third parties, when such disclosure is necessary or advisable, at our sole discretion, to conduct an investigation, respond to a third party or law enforcement subpoena or court order, bring legal action or pursue other relief when you or a third party are or may be: (i) violating our terms and conditions of use; (ii) causing injury or other harm to, or otherwise violating our property or other legal rights, or those of other users or third parties; or (iii) violating federal, state, local, or other applicable law.
7. Legal Requirements
You acknowledge and agree that you are solely responsible for providing any disclaimers, notices or other content that you may be required to include on your property inspection reports due to legal, licensing or other requirements specific to your profession, business, location or any other requirements. Similarly, if you are prohibited from making certain statements due to legal, licensing or other requirements, it is your sole responsibility to inform us of such limitations and confirm your template is in compliance in connection with each required approval. You accept full responsibility for all of your report narratives as they pertain to business and professions codes, standards of practice, licensing requirements. In no way is Accuwriter responsible for how you inspect properties, write and deliver report content.
8. License
Subject to your Services Agreement and these Supplemental Terms, we hereby grant you a limited, revocable, non-transferable and non-exclusive license to our maintained templates. This license does not permit you, and you agree not to: store, copy, reproduce, republish, rent, lease, loan, sell, distribute, transfer, transmit, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the templates, or otherwise distribute in any way the templates other than as specifically permitted in these Supplemental Terms. You may not sell, assign, sublicense, grant a security interest, create derivative works based on or in any manner commercially exploit the maintained templates, in whole or in part, other than as expressly permitted in these Supplemental Terms. Upon the cancellation of your Service, we shall immediately make the maintained templates inaccessible and you will no longer have any rights to the maintained templates, except that you will have a perpetual nonexclusive license to use and publicly display the Report Content (as defined below) in conjunction with advertising and promotional projects, or prints, posters or other promotional purposes, but not for resale, license or other distribution. We reserve all rights not expressly granted in the Services Agreement or these Supplemental Terms.
9. Template Narratives & Illustrations
9.1. Our template narratives and illustrations. All maintained templates, illustrations, and smart text we provide to you, including, but not limited to, the design of and “look and feel,” layout, graphics, text, design and functions, are owned by us or other parties that have licensed their material or provided services to us, and are protected by copyright, trademark, trade secret and other intellectual property laws. You will not (and will not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, or sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in any of our templates, smart text, and illustrations. We will promptly notify you if the use of any of template illustrations infringes or could infringe the intellectual property rights of any third party. You agree not to use any such infringing material after notice of such infringement or potential infringement.
9.2. Your Content. You hereby grant us a perpetual, irrevocable, nonexclusive, worldwide, royalty free license to use, reproduce, display, perform, adapt, modify, distribute, make derivative works of and otherwise exploit Your Content in connection with your templates. We may use Your Content to the extent it is (or has been) accessible on in your reports to advertise and promote our Services.
9.3. Custom Content. Your license to use the maintained templates includes a license to use the narratives, smart text, and illustrations that we create and periodically update for writing accurate reports. Upon the cancellation of your Service, you will continue to have a perpetual, irrevocable, nonexclusive, worldwide, royalty free license to use and publicly display the narratives in your reports in conjunction with advertising and promotional projects, entertainment applications, or prints, posters or other promotional purposes, but not for resale, license or other distribution.
9.4. Your Representations. In addition to the obligations under the Services Agreement, you are legally responsible for Your Report Narratives and we are in no way responsible for it. Your Content does not infringe the intellectual property rights, privacy rights, publicity rights, moral rights or other legal rights of any third party.
10. Disclaimers
IN ADDITION TO THE DISCLAIMERS SET FORTH IN THE SERVICES AGREEMENT, WE (I) MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO YOU BY OR ON BEHALF OF US (INCLUDING ANY STANDARDS, CODE REFERENCES, NARRATIVE STATMENTS AND SIMILAR INFORMATION) OR ANY CONTENT AVAILABLE ON OR THROUGH YOUR TEMPLATES (INCLUDING ANY CONTENT SUBMITTED BY AN END-USER); AND (II) CANNOT AND DO NOT GUARANTEE SPECIFIC PLACEMENT OR CONTEXT FOR ANY SPECIFIC NARRATIVES, SUGGESTIONS, RECOMMENDATIONS, OR PHRASES, NOR THE EFFECT OF THE SERVICES ON YOUR LIABILITY TO MEET PROFESSIONS CODES, STATE LICENSINGS, AND CERTIFICATION ASSOCIATION STANDARDS.