THIS WEB PAGE IS A LEGAL DOCUMENT ("AGREEMENT") BETWEEN YOU ("THE SUBSCRIBER") AND M3 TECHNOLOGY SOLUTIONS, LLC ("COMPANY"). THIS AGREEMENT STATES THE TERMS AND CONDITIONS UNDER WHICH YOU MAY USE THE WEB SITE. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING AND USING THE WEB SITE. BY USING AND ACCESSING THE WEB SITE YOU INDICATE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, DO NOT ACCESS AND USE THE WEB SITE. THE COMPANY MAY REVISE THIS AGREEMENT AT ANY TIME WITHOUT NOTICE BY UPDATING THIS AGREEMENT. YOU SHOULD VISIT THIS WEB PAGE PERIODICALLY TO REVIEW THE AGREEMENT.
These Terms and Conditions ("Agreement") are made as of the Effective Date by and between M3 Technology Solutions, LLC, an Oklahoma Limited Liability Company with offices located at 2278 Industrial Blvd., #121, Norman, OK 73069, ("Company") and the Subscriber, as defined hereunder.
WHEREAS, Company has developed and owns that certain products (as defined hereinafter) for use and access by Subscriber via the Internet; and
WHEREAS, Subscriber desires to access and use the products in accordance with the terms and provisions of this Agreement;
NOW, THEREFORE, in consideration of the mutual benefits of the covenants and restrictions herein contained, Subscriber and Company hereby agree as follows:
Section 1.01 -- Recitals: The above recitals and identification of parties are true and correct.
Section 1.02 -- Definitions: The following definitions shall apply:
(1) Access: The term "access" and variants thereof (including, without limitation, "accessing" and "accessible") shall mean to store data in, retrieve data from or otherwise approach, display, reproduce, frame, establish a Link to, Internet, or make use of (directly or indirectly) through electronic means or otherwise.
(2) M3T Software: The term "M3T Software" shall mean all software within the certain Web Site, which is located on the Internet at www.m3ts.com, including any and all Company Technology used, incorporated, stored or accessible therein, as implemented on the Company System and made accessible to Subscriber through the Internet using the Password.
(3) Effective Date: The term "Effective Date" shall mean the date the Subscriber receives the Password from Company or accesses the M3T Software, whichever occurs first.
(4) Company Marks: The term "Company Marks" shall mean trademarks, trade names, service marks and trade dress of Company and parent companies, subsidiaries and affiliates of Company, including, without limitation, the M3T.
(5) Company System: The term "Company System" shall mean computer systems and communication equipment used for hosting the M3T Software and providing Subscriber access to the same.
(6) Company Technology: The term "Company Technology" shall mean any and all Technology developed by or for Company.
(7) Internet: The term "Internet" shall mean that certain global network of computers commonly referred to as the Internet, including (without limitation) the World Wide Web.
(8) Licensed Content: The term "Licensed Content" shall mean third party Technology incorporated in whole or part into the M3T Software.
(9) Link: The term "Link" shall mean text, icons, graphic symbols that upon selection or activation, link or associate to, execute, access or retrieve an off-screen Web Site or Technology.
(10) Password: The term "Password" shall mean that certain password and SUBSCRIBER name assigned by Company to Subscriber for accessing the M3 Software as may be modified from time to time as provided hereunder.
(11) Policy Statement: The term "Policy Statement" shall mean those certain written statements of policies (in printed or electronic form) concerning access to the M3T Software as may be adopted by Company and as modified by Company from time-to-time.
(12) Restatements: The term "Restatements" shall mean Section 757 of the Restatement of Torts, Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform Trade Secrets Act and 18 U.S.C. §1839.
(13) Subscriber: The term "Subscriber" shall mean the individual or entity assigned the password used to access the M3T Software.
(14) Technology: The term "Technology" shall mean information, data, ideas, works of authorship, computer software, source code, object code, executable code, software libraries, documentation, databases, database designs, data dictionaries, data models, fields, records, scripts, texts, interfaces, interface designs, screen displays, Web Sites, web pages, Links, visual works, graphic images, audio, video, compilations, formulas, methodologies, techniques, processes, procedures, adaptations, derivative works, computers, hardware, peripherals, components, networks, product lists, supplier lists and customer lists.
(15) Term: The term "Term" shall mean a period of time starting on the Effective Date and ending on the date either party cancels the Password as provided hereunder.
(16) Unauthorized Access: The term "Unauthorized Access" shall mean any access to M3T Software except for access during the Term for the exclusive purpose of viewing, browsing, retrieving, uploading and posting information on and ordering products through the M3T Software using the Password on behalf of Subscriber in accordance with this Agreement.
(17) Unauthorized User: The term "Unauthorized User" shall mean any individual who accesses the M3T Software except for Subscriber and employees and agents of Subscriber authorized by Subscriber to access the M3T Software for purposes of viewing, browsing, retrieving, uploading and posting information on and ordering products through the M3T Software during the Term using the Password on behalf of Subscriber in accordance with this Agreement.
(18) Web Site: The term "Web Site" shall mean that certain multimedia interactive product, which is a compilation of data, information, computer software, graphics, audiovisual, components and coding formatted for use on the world-wide-web of the Internet and commonly referred to as a web site.
Section 2.01 -- Access: Company hereby grants Subscriber a non-exclusive, non-transferable and revocable license to access the M3T Software, during the Term, solely for viewing, browsing, retrieving, uploading and posting information, and ordering products on or through the M3T Software, subject to the terms and provisions of this Agreement.
Section 2.02 -- Policy Statement: During the Term, Subscriber shall comply with the Policy Statement. Company may modify the Policy Statement from time to time at the exclusive discretion of Company.
Section 2.03 -- Password: Subscriber hereby accepts responsibility for, and shall be liable for, all access to the M3T Software in connection with the Password. Subscriber shall be responsible for the confidentiality of the Password. Modification of the Password shall be subject to the approval of Company.
Section 2.04 -- Unauthorized Access: Subscriber shall prevent Unauthorized Users from accessing the M3T Software. Subscriber shall prevent Unauthorized Access to the M3T Software.
Section 2.05 -- Cancellation: Company may cancel the Password, for convenience and in the exclusive discretion of Company, upon providing written notice of such cancellation to Subscriber in accordance with Section 5.06 of this Agreement. Subscriber may cancel the Password, for convenience and in the exclusive discretion of Subscriber, upon providing written notice of such cancellation to Company in accordance with Section 5.07 of this Agreement. Upon cancellation of the Password, Subscriber shall immediately cease and desist any and all access to and attempts to access the M3T Software.
Section 3.01 -- Ownership and Title: Title to the M3T Software (excluding Licensed Content), including ownership rights to any and all patents, copyrights, trademarks and trade secrets in connection therewith shall be the exclusive property of Company.
Section 3.02 -- Unauthorized Use: Subscriber shall not copy or download the M3T Software without the prior written consent of Company. Subscriber shall not access, modify, reverse engineer, reproduce, display, perform or distribute, including (without limitation) by framing or similar means, the M3T Software without the prior written consent of Company. Subscriber shall not (directly or indirectly) promote, advertise, market or provide any Web Site similar to or competitive with the M3T Software.
Section 3.03 -- Trademarks: Company shall retain all rights, title and ownership interests in the Company Marks and goodwill associated therewith. Subscriber acknowledges that, excepting the Company Marks, all other product, service and company names mentioned in the M3T Software may be trademarks of their respective owners.
Section 3.04 -- Proprietary Information: Subscriber shall hold Company Technology in strict confidence and shall not access or disclose Company Technology except as otherwise permitted under this Agreement. Subscriber hereby acknowledges and agrees that the Company Technology derives independent economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure or use and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; is the subject of reasonable efforts under the circumstances to maintain its secrecy; and is a trade secret as defined under the Restatements. In the event of a breach or threatened breach by Subscriber of this Agreement, the Subscriber may be enjoined from engaging in any activity prohibited by this Agreement by injunction issued by a court of competent jurisdiction without the requirement of any bond. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach of this Agreement, including the recovery of damages.
Section 3.05 -- No Contest: Subscriber shall not contest or aid in contesting the ownership or validity of the copyrights, trademarks, service marks and trade secrets (as applicable) of Company in connection with the M3T Software.
Section 3.06 -- Subscriber Submissions: Any Technology (except the Password and ordering information) uploaded, posted or submitted by Subscriber on the M3T Software shall be deemed non-confidential. Subscriber hereby grants Company an irrevocable, worldwide, perpetual, nonexclusive license to access, use, reproduce, modify, adapt, release, perform, display, distribute, sell and disclose such Technology, in whole or in part, in any manner and for any purpose whatsoever, and to have and authorize others to do so. Subscriber represents and warrants that Subscriber possesses all necessary rights, title and interests to rightfully grant Company the foregoing license, free and clear of any encumbrances, third party interests and restrictions. Subscriber also represents and warrants that all information provided by Subscriber in connection with the M3T Software and this Agreement is true, complete and accurate.
Section 4.01 -- Express Warranties: Subscriber hereby acknowledges and agrees that Company (including officers, employees, agents, directors and independent contractors of Company has not made or granted to Subscriber any express warranties concerning the M3T Software or any products and services offered through the M3T Software. Subscriber hereby acknowledges that the M3T Software does not constitute grant of an express warranty concerning any products and services offered through the M3T Software and Subscriber hereby waives any and all claims of warranty based on the M3T Software.
SECTION 4.02 -- WARRANTY LIMITATION: THE M3T SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIMS AND SUBSCRIBER HEREBY WAIVES ALL WARRANTIES BY COMPANY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH THE M3T SOFTWARE AND PRODUCTS AND SERVICES OFFERED THROUGH THE M3T SOFTWARE. COMPANY DOES NOT WARRANT AND SUBSCRIBER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO THE M3T SOFTWARE BY SUBSCRIBER WILL BE UNINTERRUPTED OR ERROR FREE. COMPANY DOES NOT MAKE ANY WARRANTY AND SUBSCRIBER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED FROM USE OF THE M3T SOFTWARE OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY OF THE M3T SOFTWARE. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET AND M3T SOFTWARE SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF SUBSCRIBER AND SUBJECT TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND THE M3T SOFTWARE.
Section 4.03 -- Inaccuracies: Subscriber hereby acknowledges that the M3T Software may contain errors, inaccuracies and omissions. Subscriber shall assume any and all risk of loss, harm or damage associated with Subscriber access to and use of the M3T Software.
SECTION 4.04 -- LIMITATION OF LIABILITY: COMPANY SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH (I) USE, PERFORMANCE OR OPERATION OF THE M3T SOFTWARE; (II) USE, PERFORMANCE OR OPERATION OF THE INTERNET OR USE OF THE INTERNET BY SUBSCRIBER; (III) LOSS OF DATA; AND (IV) PRODUCTS AND SERVICES OFFERED THROUGH THE M3T SOFTWARE), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, AND REGARDLESS OF WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR WHETHER SUCH DAMAGES ARE REASONABLY FORESEEABLE.
SECTION 4.05 -- LIMITATION OF DAMAGES: THE SOLE REMEDY OF SUBSCRIBER FOR ANY REASON AND FOR ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, THE M3T SOFTWARE, AND PRODUCTS AND SERVICES OFFERED THROUGH THE M3T SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, SHALL BE MODIFICATION OF THE M3T SOFTWARE, AS DETERMINED BY COMPANY.
Section 4.06 -- Indemnification: Subscriber shall release, defend, indemnify and hold harmless Company (including its officers, directors, employees, affiliates, contractors and agents) from and against any expense, loss, cost or liability (including, without limitation, attorney fees and paralegal fees) arising from any and all claims, demands, damages or actions resulting from or related to (i) the subject matter of this Agreement (ii) use by Subscriber of the Internet, M3T Software or products or services offered through the M3T Software (including, without limitation, any claims for breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising); (iii) performance of the M3T Software; (iv) Subscriber’s negligence or any tortuous acts (or failures to act) of Subscriber; (v) products or services offered through the M3T Software; and (vi) any breach by Subscriber of the obligations of Subscriber under this Agreement.
Section 4.07 -- Export Assurance: Subscriber shall not perform any act in conflict with or in violation of the export laws and regulations of the United States of America, including (without limitation) the Export Administration Act, 50 U.S.C. §2401, et seq., the Export Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export Control Act, 22 U.S.C. §2751, and the International Traffic in Arms Regulations, 22 C.F.R. Parts 120-130, as amended.
Section 4.08 -- Links: Subscriber hereby acknowledges that the M3T Software may contain Links to third party Web Sites. Any such Links are provided solely as a convenience to Subscriber and do not constitute an endorsement by Company of such Web Sites and the third party content therein.
Section 5.01 -- Entire Agreement: This Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes all previous verbal and written agreements between Company and Subscriber relating to the subject matter hereof.
Section 5.02 -- Amendments and Modifications: Except for modifications made to the Policy Statement by Company and modifications made to this Agreement by Company, any alteration, modification or amendment of this Agreement shall be void unless such alteration, modification or amendment is in writing and signed by an authorized representative of Company.
Section 5.03 -- Severability: If a provision of this Agreement is rendered invalid, the remaining provisions shall remain in full force and effect.
Section 5.04 -- Captions: The headings and captions of this Agreement are inserted for convenience of reference and do not define, limit or describe the scope or intent of this Agreement or any particular section, paragraph, or provision.
Section 5.05 -- Governing Law: This Agreement shall be governed by the laws of the state Norman, Oklahoma, without regard to any rules of conflict or choice of laws that may require the application of laws of another state, and venue shall be Cleveland County, Oklahoma.
Section 5.06 -- Subscriber Notice: All notices to Subscriber shall be in writing. Notices to Subscriber shall be deemed delivered when posted conspicuously on the M3T Software or when delivered to Subscriber electronically, by commercial overnight delivery service, by Certified or Registered Mail - Return Receipt Requested - or by hand. Notices to Subscriber shall be deemed given when dispatched. Notices posted conspicuously on the M3T Software or delivered to Subscriber electronically (including, without limitation, electronic mail) shall be deemed written notices.
Section 5.07 -- Company Notice: All notices to Company shall be in writing. Notices to Company shall be deemed delivered when delivered by commercial overnight delivery service, Certified or Registered Mail - Return Receipt Requested - or by hand to the address set forth below for Company. Notices to Company shall be deemed given on the date notice is received by Company (as evidenced in the case of Certified or Registered Mail by Return Receipt).
M3T Technology Solutions, LLC
2278 Industrial Blvd., #121
Norman, OK 73069
Section 5.08 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine, feminine, singular or plural, as the context shall require.
Section 5.09 -- Remedies: All remedies under this Agreement are in addition to equitable remedies and remedies provided by law and are cumulative. The parties hereby acknowledge and agree that damages at law will be an inadequate remedy to Company In addition to remedies at law and other rights which may be available, Company shall have the right of specific performance, injunction or other equitable remedy (including, without limitation, the right to such equitable remedies prior to or pending arbitration) in the event of a breach or threatened breach of this Agreement by Subscriber.
Section 5.10 -- Waiver: Waiver of a breach of this Agreement shall not constitute a waiver of any other breach. Failure to enforce any provision of this Agreement shall not constitute a waiver or create an estoppel from enforcing such provision. Any waiver of a provision of this Agreement shall not be binding unless such waiver is in writing and signed by the waiving party.
Section 5.11 -- Survival: The terms and provisions of Sections 2.04 and 2.05 and Articles I, III, IV and V of this Agreement shall survive cancellation of the Password.
Section 5.12 -- Public Announcements: All public announcements concerning the M3T Software or the relationship of Subscriber and Company shall be subject to the prior written approval of Company.
Section 5.13 -- Arbitration: Any controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration in accordance with the Arbitration Rules of American Arbitration Association in the City of Norman, Oklahoma. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Qualified Arbitrators shall be selected by the parties in accordance with the Arbitration Rules of the American Arbitration Association. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure.
Section 5.14 -- Litigation Expense: In the event of litigation or arbitration arising out of or relating to this Agreement, each party shall pay its own costs and expenses of litigation or arbitration (excluding fees and expenses of arbitrators and administrative fees and expenses of arbitration).