Before you register with BlueReview (for a free trial or subscription), you must read and agree to this End-User License Agreement. By using BlueReview services (free trial or subscription), you agree to be bound by this agreement and you agree that it is enforceable as if it were a written negotiated agreement signed by BlueReview, LLC, a Utah limited liability company (hereinafter “Licensor”) and you (hereinafter “Licensee”).THIS END-USER LICENSE AGREEMENT (hereinafter “Agreement”) is based upon the following:

RECITALS:

• Licensor is the owner of an internet based management support computer program known as “BlueReview” (hereafter the “Software”). The parties hereto acknowledge that the Software and software name is and shall be the property of BlueReview, LLC.
• Licensee desires to have non-exclusive and agreed use of the Software.
• Licensor is willing to grant a non-exclusive and limited license of the Software to Licensee strictly in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the above premises, the mutual covenants and promises hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee agree as follows:

1. Software License. Licensor hereby grants to Licensee a non-exclusive and limited license (the License”) to access and use of the Software for the purposes stated herein. This copy of BlueReview and accompanying documentation is licensed and not sold. This software product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property.
2. Software License Fee. Licensee hereby agrees and shall pay to Licensor a fee according to the term of the Subscription Agreement. Licensee agrees to pay service fees in accordance with the policy and rates of Licensor established each calendar year thereafter. Such license, service, maintenance and renewal fees shall be subject to annual review and modification by the mutual agreement of the parties.
3. Ownership. Licensor asserts, represents and warrants that it holds the exclusive right to license the Software, and the right to grant the license set forth in this Agreement, and that it shall do nothing to impair its right to grant and maintain the grant of said license.
4. Interface Data and Software. Licensee acknowledges that the Software is internet based and the receipt of and access to information and services derived from the Software is intended to be transmitted by means of the World Wide Web electronic internet. Licensee warrants and represents that it has and shall maintain at Licensee’s sole expense, during the term of this license and for all time during which Licensee uses the Software, an authorized and valid access to sufficient internet contact and services so as to receive transmissions from Licensor, Blue Stakes of Utah, and any and all other providers as Licensor may from time to time designate or require.Licensor shall at all times indemnify and hold Licensee harmless of and from all claims, losses, injuries, damages, and causes of action, of any kind or nature, arising from the failure to maintain such sufficient internet contact and services so as to receive transmissions from Licensor, or the failure of information of any kind to be transmitted to Licensor and/or Licensee.
5. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITIES. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT LICENSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF FITNESS FOR PARTICULAR PURPOSE OR MERCHANTABILITY OR OF ANY OTHER KIND WHATSOEVER EXCEPT AS TO THOSE EXPRESS WARRANTIES SET FORTH HEREIN. LICENSEE ASSUMES ALL THE RISK OF LIABILITY WHATSOEVER RESULTING FROM THE USE OF THE SOFTWARE, WHETHER USED INDEPENDENTLY OR IN COMBINATION WITH OTHER SOFTWARE PROGRAMS. LICENSOR’S LIABILITY TO LICENSEE FOR BREACH OF ANY EXPRESS WARRANTY OR DEFECTIVE SOFTWARE IS EXCLUSIVELY LIMITED, AT LICENSOR’S OPTION, TO REPLACEMENT OF THE SOFTWARE OR RETURN OF THE ORIGINAL INITIATION FEE, AND UNDER NO CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES CLAIMED BY LICENSEE.
6. Non-Fiduciary Relationship. The parties hereto expressly disclaim and disavow any partnership, joint venture or fiduciary status or relationship between them and expressly affirm that they have entered into this Agreement as independent contractors and that the same is in all respects as “arms-length” transaction.
7. Conditions of Use. By using BlueReview Software and/or services, Licensee agrees to the following conditions. If Licensee disagrees with any of the conditions, Licensee is instructed not to use the Software or services. Licensor reserves the right to change these conditions at any time. Licensee should periodically check with Licensor for changes when using the Software or services. Licensee’s continued use of the Software or services following the posting of changes to these conditions implies acceptance of those changes from Licensee.
   • License and Restrictions: The Software, the Software name, and the internet site of Licensor is owned and operated by Licensor. All material found at Licensor’s site (including visuals, text, icons, displays, databases, and general information) is owned, claimed or licensed by Licensor. Licensee may view, download, and print material from this site only for use directly related to Licensee’s authorized activities as approved by Licensor. Licensee may not make available material from Licensor’s site on any other Web site or computer network without the prior express and specific written authorization of Licensor (which authorization is not granted by this License). Licensee may not use the site or information found at the site for selling or promoting products or services, soliciting clients, or any other commercial purpose without the express prior written permission of Licensor (which authorization is not granted by this License). Licensee shall not share Licensee’s authorized sign-in or password with anyone. Notwithstanding the foregoing, Licensor reserves the right to deny, revoke or limit use of Licensor’s site.
   • Linking. The site may contain links to Web sites operated by others. These sites are not maintained or controlled by Licensor and Licensor is not responsible for their content.
   • Transfer of Information. Submitting information through Licensor’s Web site is an affirmative act indicating informed consent to the processing of that information via the World Wide Web. If Licensee submits to the site information, Licensee alone is responsible for the consequences and liability of making such transfer of information.
   • Limitations of Liability. Licensor is not liable for any special or consequential damages resulting from Licensee’s use of or inability to use, the Software, the materials in the Licensor’s Web site or any linked site, including, but not limited to, costs, lost profits, business interruption, and loss of programs or other data on Licensee’s information-handling system. In no event shall Licensor’s total liability to Licensee for any and all damages, losses, and causes of action exceed the initial fee paid by Licensee, if any, for accessing Licensor’s site or any linked site, or the use of the Software.
   • Trademarks. “BlueReview” and its derivations, including BlueReview.net, is the proprietary identity of Licensor. Licensee shall not divert, use, modify, appropriate, sublicense, sell, or in any way compete with Licensor or the software or services of Licensor, except as authorized by this Agreement.
8. Notices. Any notice, payment, or other correspondence required or permitted hereunder shall be deemed to have been properly given or delivered when made in writing and delivered personally to an officer of the party to whom directed, or when sent by United States mail with all necessary postage or charges fully prepaid, return receipt requested, and addressed to the party to whom directed at its below specified address. Any party may at any time change its address for purposes of this Agreement by giving written notice of such change of address to the other party.
9. Attorney’s Fees. In the event that any party hereto shall be in default or breach of this Agreement, said party shall be liable to pay all reasonable attorney’s fees, court costs and other related collection costs and expenses incurred by the non-defaulting or non-breaching party in prosecuting its rights hereunder.
10. Further Instruments. The parties hereto agree that they will execute any and all other documents or legal instruments that may be necessary or required to carry out and effectuate all of the provisions hereof.
11. Waiver. A waiver by any party of any provision hereof, whether in writing or by course of conduct or otherwise, shall be valid only in the instance for which it is given, and shall not be deemed a continuing waiver of said provision, nor shall it be construed as a waiver of any other provision hereof.
12. Paragraph Headings. The paragraph headings of this Agreement are inserted only for convenience and in no way define, limit or describe the scope or intent of this Agreement nor affect its terms and provisions.
13. Governing Law. This Agreement, and all matters relating hereto, including any matter or dispute arising out of the Agreement, shall be interpreted, governed, and enforced according to the laws of the State of Utah, and the parties hereto consent to the jurisdiction of any appropriate court in the State of Utah to resolve such disputes.
14. Amendments. This Agreement may be amended at any time upon mutual agreement of the parties hereto, which amendment(s) must be reduced to writing and signed by both parties in order to become effective.
15. Severability. In the event that any provision of this Agreement, or any operation contemplated hereunder, is found by a court of competent jurisdiction to be inconsistent with or contrary to any law, ordinance, or regulation, the latter shall be deemed to control and the Agreement shall be regarded as modified accordingly and, in any event, the remainder of this Agreement shall continue in full force and effect.
16. Entire Agreement. This Agreement constitutes and represents the entire agreement of the parties hereto with respect to the subject matter hereof, and all other prior agreements, covenants, promises and conditions, verbal or written, between these parties are incorporated herein. No party hereto has relied upon any other promise, representation or warranty, other than those contained herein, in executing this Agreement.
17. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties thereto, their heirs, personal representatives, successors and assigns.

YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY DOWNLOADING THE SOFTWARE PRODUCT OR BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO USE THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREMENT, DO NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.