Pearl Bids Software as a Service Agreement
Grant of License to Access and Use Pearl Bids.
Oakgrounds (the manufacturer of Pearl Bids silent auction manager) hereby grants to the purchaser, including to all the purchaser's Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the Pearl Bids solely for the purchaser's fundraising events. This Use will be valid for a period of ONE YEAR from date of purchase for Pearl Bids ONLINE standard and ONE YEAR from date of purchase for Pearl Bids ONLINE Bidding License.
For the  month period beginning on the purchase or renewal date, Oakgrounds shall provide the purchaser with telephone or electronic support during Oakgrounds’ normal business hours in order to help the Purchaser with any questions pertaining to the use of Pearl Bids, and internet-based support system where a response can be expected within twenty-four (weekday) and forty-eight hours (weekend).
Data Protection & Privacy
Recovery of Data.
If Pearl Bids standard license is not renewed, purchaser will have ONE YEAR from expiry date to retrieve any data before it is deleted from the Oakgrounds server.
Oakgrounds may anonymously compile statistical information related to the performance of Pearl Bids for purposes of improving the Pearl Bids, but only if such information does not identify the data as the purchaser's or otherwise include the purchaser's name or any personal identifying data that has been entered into Pearl Bids.
This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under its articles, bylaws, or any unanimous shareholders agreement, any Law to which Order, or decree of any Governmental Authority to which it is subject, or any agreement to which it is a party or by which it is bound.
Permits, Consents, and Other Authorizations.
Each party holds all Permits and other authorizations necessary to own, lease, and operate its properties, and conduct its business as it is now carried on.
Oakgrounds inc is the exclusive legal owner of Pearl Bids, including all Intellectual Property included in the application.
Pearl Bids does not infringe the Intellectual Property rights or other proprietary rights of any third party.
Purchaser shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses").
The Purchaser's Use of Services.
The Purchaser shall abide by all local and international Laws and regulations applicable to its use of the Pearl Bids, use Pearl Bids only for legal purposes, and comply with all regulations, policies and procedures of networks connected to the SaaS.
The purchaser will not upload or distribute of any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Pearl Bids, modify, disassemble, decompile or reverse engineer Pearl Bids, probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, the sites, servers, or networks connected to the Pearl Bids, take any action that imposes an unreasonably or disproportionately large load on the sites, servers, or networks connected to the Pearl Bids, copy or reproduce the Pearl Bids, access or use any other clients' or their users' data through Pearl Bids, maliciously reduce or impair the accessibility of Pearl Bids, use Pearl Bids to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material, or transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.
Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding brought by either a third party or an indemnified party, and arising out of the indemnifying party's willful misconduct or gross negligence.
Failure to Notify.
If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.
The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section.
Limitation on Liability
Mutual Limit on Liability.
Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.
Purchaser's liability under this agreement will not exceed the fees paid by purchaser under this agreement during the 12 months preceding the date upon which the related claim arose.
Oakgrounds, Inc may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the pearlbids.com.
Method of Notice.
The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][, or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.
This agreement shall be governed, construed, and enforced in accordance with the laws of the State of California, without regard to its conflict of laws rules.
If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.