THE SPRINGS LIVING END USER LICENSE AGREEMENT

THE SPRINGS LIVING END USER LICENSE AGREEMENT

This End User License Agreement (“EULA” or “Agreement”) is a legally binding agreement between The Springs Living LLC (hereafter “Company”, “we”, “us”) and you (hereafter “you” or “End User”) for The Springs Living Application (“Application” or “Software”) and shall govern your use of the Application (as defined below).

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE OF THE SOFTWARE. BY INSTALLING, COPYING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.

1. Definitions

“Application” shall mean The Springs Living Web and/or Mobile software (“Application” or “Software”) available under this EULA.

“EULA” shall mean this End User License Agreement.

“Export Control Laws” means all applicable export and re-export control laws and regulations, including (a) the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations (“ITAR”) maintained by the U.S. Department of State.

“Intellectual Property Rights” shall mean all intellectual, industrial, and other property rights (whether registered or not), including, but not limited to copyright, neighboring rights, trademarks, trade names, logos, drawings, models, or applications for registration as a drawing or model, patents, applications for patents, domain names, know-how, as well as rights to databases, computer programs, and semiconductors.

“Third Party Software and Services” means software, its related materials, and services that are furnished by a third party and subject to a separate agreement between the licensor of that software and Company and/or End User. Third-Party Software and Services may be made available to you as part of or through the Application.

2. License To End-User.
   • 1. Application License. Subject to the terms and conditions of this Agreement and during the term of this Agreement, Company hereby grants you a non-exclusive, non-sublicensable, non-transferable, limited personal license to access, install and use one copy of the Application in object code solely to use the services made available by Company and only for the purposes described herein for your personal use (the “Permitted Purpose”). Any Application that updates, supplements or replaces the original Application is governed by this EULA unless separate license terms accompany such update, supplement or replacement, in which case such separate terms will govern in the event of a conflict with this EULA or as otherwise provided in such separate terms.

This license is conditioned on your continued compliance with the EULA. The Application and its underlying technology are protected by copyright, trademark, patent, Intellectual Property, and other laws of the United States, Belgium, and other foreign countries. The Application is protected by international copyright laws and conventions as well as other Intellectual Property laws and treaties.

• 2. License Limitations. Section 2.1 states the entirety of your rights with respect to the Application, and we reserve all rights not expressly granted to you in this EULA. Without limiting the foregoing, you will not do, or authorize or permit any third party to do, any of the following: (a) distribute, sub-license, sell, assign, or otherwise transfer or make available the Software; (b) use the Application for any purpose other than the Permitted Purpose; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover or re-create the source code for the Application; (d) modify, adapt, alter, improve or create any derivative works of the Software; (e) connect the Application with any other online services or use the Application in conjunction with other software or services not provided by or permitted by Company in connection with the Company Services; (f) remove, circumvent or create or use any workaround to any copy protection or security feature in or relating to the Application; (g) remove, alter or obscure any copyright, trademark or other proprietary rights notice on or in the Application; (h) display, mirror, or frame the Application, any of its parts, its name, trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without the Company’s express written consent; (i) access or tamper with non-public areas of the Application or its systems, test the vulnerability of the Application’s systems, breach any security or authentication measures, circumvent any protective technological measure implemented by Company or any other third party (including another user).

3. Ownership & Confidentiality.
   • 1. The Application is licensed, not sold, to you. We or our licensors own all right, title and interest in and to the Application, including all copyright, patent and other intellectual property or other proprietary rights in the Application. No title to or ownership of the Software or any associated intellectual property or proprietary rights are transferred to you by this Agreement.

You also acknowledge that when you download, install or use the Application, we have the right to automatically collect information on your use of the Application. We may also require that you provide information regarding yourself in order to download, install or use the Application or certain features. All information collected from you in connection with the Application may be used by us in compliance with our Privacy Policy. By your using, installing, downloading or providing information, you consent to the Privacy Policy and our use of your information in compliance thereof.

If you infringe upon the Company’s Intellectual Property Rights, you agree to immediately inform the Company by email at info@thespringsliving.com.

YOU ARE EXPRESSLY PROHIBITED FROM DISCLOSING THE APPLICATION TO ANY PERSON OR ENTITY OR PERMITTING ANY PERSON OR ENTITY ACCESS TO OR USE OF THE APPLICATION OTHER THAN IN ACCORDANCE WITH THIS AGREEMENT.

4. Evaluation & Feedback.
   • 1. You will at your own risk and expense use reasonable efforts to provide Company with reasonable information and feedback (including, without limitation, questions, comments, suggestions, or the like) regarding the performance, features, functionality and your overall experience using the Application (“Feedback”) and will make yourself available to Company on a reasonable basis for this purpose. You will not provide any such Feedback to any third party without Company’s prior written consent in each instance. You hereby grant to Company an exclusive, royalty-free, irrevocable, perpetual worldwide right and license to reproduce, use, disclose, exhibit, display, transform, create derivative works and distribute any such Feedback without limitation. Further, we will be free to use any ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including, without limitation, developing, making, marketing, distributing and selling products and services incorporating such Feedback. We will have no obligation to consider, use, return or preserve any Feedback you provide to us. Any Feedback you provide to us may or may not be treated confidentially by us, and we will have no obligation or liability to you for the use or disclosure of any Feedback. You should not expect any compensation of any kind from us with respect to your Feedback
5. Connections & Carrier Charges.
   • 1. You are responsible for your own connection to the Internet and the necessary hardware and software to run the Application. Company is in no way responsible for hardware or software failure and/or interruption of your internet connection. Your carrier’s data rates may apply to your use of the Application, in addition to any licensing fees you may pay.
6. Disclaimers & Limitation of Liability.
   • 1. Disclaimer. THE SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE AND IS PROVIDED ON AN “AS IS” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. COMPANY AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE IS FREE OF BUGS, ERRORS, VIRUSES OR OTHER DEFECTS OR THAT THE SOFTWARE WILL TRANSMIT DATA IN A SECURE MANNER. COMPANY AND ITS LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND FOR THE USE OF OR INABILITY TO USE THE SOFTWARE. COMPANY AND ITS LICENSORS DO NOT PROVIDE ANY WARRANTY OR REPRESENTATIONS OF ANY KIND THAT THE SOFTWARE WILL OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, ACHIEVE ANY KIND OF INTENDED PURPOSE, BE COMPATIBLE WITH ANY OTHER SOFTWARE OR SYSTEM, OR HAVE ERRORS THAT CAN BE CORRECTED.
     • 1.1. Third-Party Content. Company and its licensors disclaim any liability for Third-party content and any defects, faults or damages to or resulting from Third-party products or services.
     • 1.2. Third-Party Sites. The Application may contain hyperlinks to third-party content or websites operated by third parties (“Third-Party Sites” or “TPS”), and Company may work with a number of partners and affiliates whose sites are linked with the Application. Company does not control independent TPS with which it does not directly contract (“ITPS”). Company does not guarantee and is not responsible for the availability, quality, use, security, privacy, or accuracy of ITPS (and websites accessed via the ITPS) or their content, products or services. Company is not responsible for webcasting or any other form of transmission received from any ITPS. Company is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement, authorization, sponsorship, or affiliation concerning ITPS, their owners, or providers. You acknowledge that you bear all risks associated with access to and use of the content provided on an ITPS and agree that neither Company nor its affiliates, partners, agents, subcontracts, officers, directors, or employees are responsible for any loss or damage of any sort you may incur from dealing with a third party or ITPS. You should contact the site administrator for the applicable ITPS if you have any concerns regarding such links or the content located on any such ITPS.  

The Company cautions you to make sure you understand these risks before retrieving, using, relying upon, or purchasing anything via the Internet. You agree that under no circumstances will you hold Company or its affiliates or agents liable for any loss or damage caused by use of or reliance on any content, goods, or services available on other sites. This provision shall also apply in full to the content and any hyperlinks in the Application, which are the exclusive responsibility of the Third-Party, TPS or ITPS.

• 2. Limitations of Liability. COMPANY AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, UNFORESEEABLE, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS, LOSS OF BUSINESS OR REVENUE, LOSS OF OPERATIONAL SAVINGS OR COSTS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION OR GOODWILL, LOSS OF PRIVACY, SERVICE OR BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, WORK STOPPAGE, FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, PERSONAL INJURY, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE APPLICATION, OR THE PROVISION OR FAILURE TO PROVIDE ANY SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION IN THIS AGREEMENT, WHETHER OR NOT DUE TO ANY DEFECTS THEREIN, AND WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT SHALL COMPANY’S AND ITS PRESENT AND FORMER SUBSIDIARIES’, AFFILIATES’, DIRECTORS’, OFFICERS’, EMPLOYEES’, AND AGENTS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE APPLICATION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE LIMITS OF COMPANY’S AVAILABLE INSURANCE COVERAGE.

Company and its licensors have no liability concerning you or any other person, for any loss or damage suffered as a result of a failure or refusal by Company to respond to a message meant for Company by letter, fax, or e-mail, nor for delayed delivery, receipt, consideration or acceptance of such messages by Company.

Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent that those laws apply to this Agreement, the exclusions and limitations set forth above may not apply.

7. Sole & Exclusive Remedy.
   • 1. Parties agree that, in the event of a breach by Company of this Agreement and any relevant warranties, the End User may be entitled to liquidated damages for one hundred ($100) dollars.
   • 2. The Parties agree that, with the exception of the exclusive remedy recited in Section 7.1, Company will not be liable for any consequential damages of whatsoever kind or nature, as stated in Section 6, above.

THE PROVISIONS OF THIS SECTION STATE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO YOU, AND COMPANY'S SOLE AND EXCLUSIVE LIABILITY, FOR ANY CLAIM REGARDING THE PERFORMANCE OR NONPERFORMANCE OF COMPANY OR APPLICATION.

The limitations of liability outlined in this Agreement reflect a deliberate and bargained-for allocation of risks between you and Company and constitute the basis of the parties' bargain, without which you and Company would not have agreed to the EULA.

8. Representations and Warranties.
   • 1. Company and you represent and warrant that each (i) has full power and authority to enter into the EULA, and (ii) will comply with all laws and regulations applicable to its provision, receipt, or use of the Services, as applicable.
9. Indemnification
   • 1. You will indemnify and hold harmless Company and its officers, directors, employees, agents, franchisees, affiliates, service providers and suppliers, subcontractors, licensees, and all other involved or associated persons (“Indemnified Parties”) from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, settlement costs and reasonable attorneys’ fees arising out of or in any way connected with (i) your use of the Application a manner not permitted by this Agreement, not permitted by Company, or not in conformance with Company’s written requirements, (ii) your access to or use of the ITPS and Third Party Software and Services, (iii) your breach of any warranties or representations made by you hereunder, (iv) the acts or omissions of you, your employees, and agents, and all persons or entities who have access through you to the Application, or (v) relating to an infringement of any right resulting in any way from the use of the Application with other software or materials not licensed to you by or not approved by Company. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. 
   • 2. Indemnity of Right of Use. Company shall defend or settle, at its own expense, any claim made against you if the Application, in whole or in part, infringed any United States or Belgian patent, published patent application, copyright, trade secret, or other proprietary right, and Company shall indemnify and hold you harmless against any final judgment, including an award of attorneys' fees, that may be awarded by a court against you as a result of the foregoing; provided, however, you shall (a) give Company written notice of such claim within thirty (30) days of the date you first know or should know of the claim and (b) provide Company with reasonable cooperation and all information in your possession related to said claim. Company shall have sole control of the defense of such claims and all related settlement negotiations. Reasonable out-of-pocket expenses incurred by you in assisting Company in defense of such a claim shall be reimbursed by Company.
   • 3. Remedy for Claimed Infringement. If a claim is made that the Application, or any portion thereof, infringed any United States or Belgian patent, copyright, trade secret, or another proprietary right, Company, at its sole expense and option, shall either: (i) procure for you the right to exercise the rights and licenses granted hereunder concerning the Application; (ii) modify the Application to make it non infringing; (iii) replace the Application with equivalent but non-infringing software of like functionality; or (iv) terminate this Agreement and refund any fees paid, subject to the limitations of liability and exclusive remedy in Sections 6 and 7.
   • 4. Limitation of Indemnity. Company shall have no liability to you or your assignees, transferees, or sublicensees for any claim of infringement that is based upon (i) any modification (by you) of Application, (ii) combination of the Application with software not supplied by or authorized by Company if such claim would have been avoided but for such combination, or (iii) your use of the Application after Company notifies you to cease use due to an infringement claim.
10. Notice
    • 1. Any notices or other communications provided by Company under the EULA, including those regarding modifications to the EULA, will be given via email or through the Application. The date of receipt of the message will be deemed the date on which such notice is transmitted. Notices provided by you to Company should be sent via email to app@thespringsliving.com or by certified mail at the address listed at the bottom of this Agreement.
11. Term & Termination
    • 1. Term: This EULA shall come into force upon the Effective Date and shall be effective until terminated. “Effective Date” is the date you begin using the Application.
    • 2. Termination:
      • 2.1. Company may terminate this Agreement at any time, with or without cause, immediately upon notice to you. Company may also discontinue the Company Services with which the Application is used, in which case this EULA will terminate automatically without notice to you.
      • 2.2. You may terminate this Agreement by canceling your Company Services account opened in connection with your use of the Application and deleting all copies of the Application/Software in your possession or control.
    • 3. Effect of Termination. In the event of the termination of this EULA for any reason: (a) the license granted to you in this Agreement will terminate; (b) you must immediately cease all use of the Application and destroy or erase all copies of the Application/Software in your possession or control; and (c) Sections 3 (Ownership), 6 (Disclaimers & Limitations of Liability), 9 (Indemnification), 11 (Termination), 12 (Governing Law; Jurisdiction) and 13 (General) will survive any such termination. Further, in the event the agreement governing your use of the Company Services with which the Application is used is terminated for any reason, this EULA will terminate automatically without notice to you.
12. Governing Law & Jurisdiction.
    • 1. Unless expressly prohibited by local law, this Agreement is governed by the laws of the State of Oregan, without regard to any conflict of law principles to the contrary. You hereby irrevocably consent to jurisdiction of the state and federal courts located in the state of Oregon with respect to any proceeding regarding this Agreement or the Software. The 1980 UN Convention for the International Sale of Goods or any successor thereto does not apply to this Agreement. You will not prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement or the Application except in such courts.
13. General
    • 1. Legal Compliance; Export Restrictions. You represent and warrant that (i) you are not located in a country that is subject to a United States embargo, or that has been designated by the United States government as a “terrorist supporting” country; and (ii) you are not listed on any United States government list of prohibited or restricted parties. The Application and related technology are subject to applicable United States and Belgium export laws and regulations. You must comply with all applicable laws and regulations, including without limitation all applicable United States and international export laws and regulations, with respect to the Application and related technology. Without limitation, you may not export, re-export or otherwise transfer the Application or related technology, without a United States government license: (i) to any person or entity on any United States export control list; (ii) to any country subject to a United States sanctions; or (iii) for any prohibited end use.
    • 2. Assignment. You may not assign or otherwise transfer this Agreement, or assign, sublicense or otherwise transfer any of your rights under this Agreement without the prior written consent of Company, and any attempted assignment without such consent will be void.
    • 3. Severability. In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired.
    • 4. Entire Agreement. This Agreement, our Privacy Policy sets forth our entire agreement with respect to the Application and supersedes all prior and contemporaneous understandings and agreements with respect to the Application whether written or oral.
    • 5. Attorney’s Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorney's fees.
    • 6. Acknowledgement. By downloading, installing, or using any part of this Application(s), you indicate that you have read this Agreement, understood it, and agreed to be bound by its Terms.
    • 7. Force Majeure. Company shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, or acts of God, in which event Licensor shall be excused from its obligations for the period of the delay and for a reasonable time after that.
    • 8. No Agency. This Agreement does not create any agency, partnership, or joint venture between you and Company.
    • 9. No Waiver. Neither you or Company will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

CONTACT US WITH YOUR QUESTIONS AT:

The Springs Living

3330 SE Three Mile Lane

McMinnville, OR 97128

503-435-2323