THIS IS AN ACCESS
AGREEMENT BETWEEN YOU (“YOU” or “USER”) AND MANATRON, INC. (“MANATRON”). YOUR USE OF THIS WEB SITE (THE “WEB SITE”) AND
ACCESS OF THE DATABASE ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN
THIS AGREEMENT. YOUR USE OF THE
DATABASE SIGNIFIES YOUR AGREEMENT TO THE TERMS AND CONDITIONS OF USE SET FORTH
IN THIS AGREEMENT.
IF YOU DO NOT
AGREE TO THESE TERMS AND CONDITIONS OF USE, YOU MAY NOT ACCESS OR OTHERWISE USE
Manatron maintains an
Internet-based information database application and database of public
information (the “Database”). User
wishes to obtain a license to access and use the Database, and Manatron is
willing to grant such a license to User, on the terms and conditions set forth
in this Agreement.
Accordingly, User and
Manatron agree as follows:
Grant. Manatron grants to User a nontransferable, nonexclusive right to
use the Database, subject to the terms
and conditions set forth in this Agreement.
Scope of Rights. User may use and access the Database for
personal and internal business purposes only.
User shall not use the Database or any of its information, elements or
related facilities for the benefit of third parties in a service bureau or
similar enterprise. User shall not use
the Database or any of its information, elements or related facilities or
capabilities to conduct any business or activity, or solicit the performance of
any activity, that is prohibited by or would violate any applicable law, rule,
regulation, agreement or legal obligation, nor to solicit or encourage others
to subscribe to or use information services, facilities, goods or services
competitive with those of Manatron.
User agrees to comply with all laws, rules, regulations and duties
applicable to its use of the Database or to this Agreement.
Title. User understands that the license granted herein transfers
neither title nor proprietary rights to the User with respect to the Database
or any information or element of the Database.
Possible Error. Regarding
the Database, Manatron and User mutually acknowledge that data entry,
communication and storage are subject to human and machine errors, omissions,
delays, down time, and losses, including inadvertent loss of data or damage to
media, which may give rise to loss or damage or which may prevent access to the
Database. Neither party undertakes or
accepts any liability whatsoever to the other for errors, omissions, delays,
interruptions, or losses, unless caused by that party’s willful misconduct.
Monitored Use. Manatron may monitor User’s use of this Web
Site and the Database, and Manatron may freely use and disclose any information
and materials received from User or collected through User’s use of the Web
Site for User’s own internal business purposes.
Changes. Manatron may change, suspend or discontinue any aspect of the Web
Site or Database at any time, including the availability of any feature,
database, or Content. Manatron may also
impose limits on certain features and services or restrict your access to parts
or all of the Web Site without notice or liability.
Copyright. This Web Site and the Database are protected by copyright as
collective works and/or compilations, pursuant to U.S. copyright laws,
international conventions, and other copyright laws. The contents of the Web Site and Database (collectively the
“Contents”) are only for your personal, internal business purposes only. You shall abide by any and all additional
copyright notices, information, or restriction contained in any Content. You may make 2 copies of any Content for
personal, internal business use only, provided that you maintain all copyright
and other notices contained in such Content.
Copying or storing of any Content for other than personal, noncommercial
use is expressly prohibited without Manatron’s prior written consent.
Disclaimer. THE WEB SITE, INCLUDING THE DATABASE AND ALL
CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THE WEB SITE, IS
PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS, AT USER’S SOLE RISK. MANATRON MAKES AND USER RECEIVES NO
REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER.
FURTHER, MANATRON EXPRESSLY DISCLAIMS ANY
EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION,
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MANATRON DOES NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN THE WEB SITE OR ANY MATERIALS OR CONTENT WILL BE UNINTERRUPTED OR
ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEB SITE OR THE SERVER
THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MANATRON SHALL NOT BE LIABLE FOR THE USE OF
THE WEB SITE OR DATABASE, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY
ERRORS CONTAINED THEREIN.
Capacity. User represents and warrants that it has obtained all consents
and approvals necessary to enter into this Agreement, including, as applicable,
any necessary permission of User’s employer.
User represents and warrants that he or she is at least 18 years of age
and has all the necessary power, competence and authority to enter into this
Agreement, and has provided Manatron with current, complete and accurate
information about himself/herself as required by the application process. User agrees to maintain and update this
information as needed to keep it current, complete and accurate.
Assumption of Risks. Manatron shall not be liable for, and User
hereby assumes the risk of and shall indemnify and hold harmless Manatron its
officers, directors, employees, suppliers and authorized agents against, any
claim, injury, loss, damage or expense (including attorneys’ fees), either
direct or indirect, incurred, made or suffered by User in connection with or in
any way arising out of the furnishing, performance, access or use of the
Limitation. YOU EXPRESSLY UNDERSTAND AND AGREE THAT
MANATRON AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS AND AUTHORIZED AGENTS,
SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR
LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF
MANATRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM
YOUR ACCESS TO AND USE OF THE WEB SITE AND DATABASE.
Amendment. Manatron may, in its sole discretion, change, modify, add or remove
any portion of this Agreement at any time, and it may discontinue, add to or
otherwise modify the service provided under this Agreement. Any such revision or change will be binding
and effective immediately upon posting of the revised Agreement or change to
the service(s) on the Web Site, or upon notification to You by e-mail or United
States mail. You agree to review the
Web Site periodically, including the current version of this Agreement
available on the Web Site, to be aware of any such revisions. If You do not agree with any revision to the
Agreement, You may terminate this Agreement at any time by providing Manatron
with notice by electronic mail addressed to: mailto:email@example.com. Notice of your termination will be effective
on receipt and processing by Manatron.
Any fees paid by You if You terminate Your Agreement with Manatron are
nonrefundable. By continuing to use the
Web Site and Database after any revision to this Agreement or change in
service(s), You agree to abide by and be bound by any such revisions or
provision of this Agreement shall be deemed waived and no breach excused,
unless such waiver or consent shall be in writing and signed by the party
claimed to have waived or consented.
Any consent by any party to, or waiver of, a breach of the other party,
whether express or implied, shall not constitute a consent to, waiver of, or
excuse for any different or subsequent breach.
The exercise by either party of the rights of termination set forth in
this Agreement shall not be deemed to constitute a wavier of any other rights
or remedies available to either party for a violation of the terms of this
Agreement or under applicable law.
Binding Effect. This Agreement shall be
binding upon and inure to the benefit of Manatron and User and their respective
legal representatives, successors, and authorized assigns.
Severability. If any provisions of this
Agreement shall be prohibited or unenforceable by any applicable law, the
provision shall be ineffective only to the extent and for the duration of the
prohibition of unenforceability, without invalidating any of the remaining
Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MICHIGAN, WITHOUT REGARD
TO ITS CONFLICT OF LAW PRINCIPLES. SOLE
AND EXCLUSIVE JURISDICTION FOR ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT SHALL BE AN APPROPRIATE STATE OR FEDERAL COURT
LOCATED IN THE STATE OF MICHIGAN.
Entire Agreement. This Agreement constitutes the entire agreement between Manatron and User with
respect to the subject matter of this Agreement and supersedes all earlier
agreements and understandings, oral and written, between the parties.
YOU ACKNOWLEDGE THAT YOU HAVE
READ THE TERMS AND CONDITIONS OF USE AND THAT YOU ACCEPT THE TERMS
THEREOF. IF YOU DO NOT AGREE TO THESE
TERMS AND CONDITIONS OF USE, YOU MAY NOT BECOME A SUBSCRIBER AND ACCESS OR
OTHERWISE USE THE DATABASE.