BY PROCEEDING TO USE THE SERVICES PROVIDED BY ULTICA, INC. (HEREINAFTER KNOWN AS “ULTICA”), YOU ACKNOWLEDGE YOUR AGREEMENT TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS.

IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN DO NOT USE ULTICA’S SERVICES. THIS AGREEMENT IS A LEGAL AND BINDING DOCUMENT WHICH MAY AFFECT YOUR RIGHTS; PLEASE READ IT CAREFULLY

Reservation of Rights
ULTICA reserves any rights not expressly granted herein

License Grant
ULTICA is the author and/or authorized sublicensor of certain materials owned and created by ULTICA or ULTICA's licensors. ULTICA grants you a non-transferable, non-exclusive license to use the information, images and other content contained in it’s services (the "Materials"), solely for internal use by your business or for your own personal use, only with one central processing unit at any one time. You may not copy, reverse engineer, translate, port, modify or make derivative works of the Materials. You may not rent, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Materials or use them in any manner not expressly authorized by this Agreement. You shall not derive or attempt to derive the source code, source files or structure of all or any portion of the Materials by reverse engineering, disassembly, decompilation or any other means. ULTICA and/or ULTICA's licensors retains all ownership rights in the Materials. The Materials are copyrighted and may not be copied, even if modified or merged with other Materials. You shall not alter or remove any copyright notice or proprietary legend contained in or on the Materials. You agree not to remove any proprietary rights notices of ULTICA and/or its licensors from the Materials.

1. Services

ClickReady offers subscription based services. A full description of our services may be found at http://clickready.com. Please click on the features link to review a detailed description.

2. Payments

You agree to supply appropriate payment for ClickReady's subscription based Services in advance of the time period during which such Service are provided. You agree that unless you notify us (ULTICA) of your desire to cancel ClickReady, you will be billed on a recurring basis. You agree that if you are paying by credit card, payments will be billed and charged automatically, and that ClickReady may apply the amount due to the provided card at any time.

Any payment not received within by the invoice due date, will be assessed a late fee as well as the minimum of a $5.00 processing fee. You also agree to pay any and all expenses incurred by ULTICA in exercising any of it’s rights under this Agreement or applicable law with respect to a Payment Default or other breach by Customer, including, but not limited to, reasonable attorneys' fees, court costs and the fees of any collection agency retained by ULTICA to investigate or remediate the matter.

The charges included here do not include taxes. You agree that you (PURCHASER) are responsible for and will pay in full, any taxes and similar fees now in force or enacted in the future imposed on the transaction and/or the delivery of ClickReady. ClickReady reserves the right to change any fees (which include, but are not limited to, increasing prices and charging a fee for upgrades and/or a Service for which ClickReady do not currently charge a fee) AT ANY TIME, provided however, that ClickReady will provide you with reasonable notice prior to making any fee changes.

3. Termination of Services

You may cancel the Service at any time by

a) logging in to the ClickReady console and submitting a support request.
b) sending ClickReady and e-mail at the following address: admin@clickready.com.

We (ULTICA) do not accept cancellation requests over the phone for security reasons.

We reserve the right to refuse or discontinue Service to anyone at our sole discretion. Reasons for our determination to so terminate or discontinue your account include, but are not limited to, if we believe that you violated this Agreement or other policies or guidelines of ours, or if we believe your conduct may be harmful to other customers of the Service. We shall have no responsibility to notify any third-party providers of service, merchandise, or information, nor any responsibility for any consequences resulting from such discontinuance or lack of notification.

5. Usage Guidelines

ClickReady may only be used for lawful purposes. Any use of ClickReady that violates any local, state, federal, or international laws is strictly prohibited. Use of ClickReady to send mass mailings, junk email, Spam or any other unsolicited email is strictly prohibited. If you are suspected of sending unsolicited email either through ClickReady or to promote a ClickReadybsite generated through ClickReady, your Service will be terminated immediately, you will not qualify for a refund and will be fined $100 per complaint. You acknowledge that through ClickReady, you are allotted a limited amount of storage and bandwidth and agree to use ClickReady within the amount of limited storage and bandwidth.

ULTICA Material
The Materials are copyrighted and may not be copied, reproduced, modified, published, uploaded, posted, or distributed in any way, without ULTICA's prior written consent. Except as expressly provided herein, ULTICA does not grant any express or implied right to you under any copyrights, trademarks, patents or trade secret information.

Third Party Material
The Materials published by ULTICA on this server may contain other proprietary notices or describe products, services, processes or technologies owned by ULTICA or third parties. Nothing contained herein shall be construed as granting to the user a license under any copyright, trademark, patent or other intellectual property right of ULTICA or any third party, except for the right of use license expressly set forth above in these terms and conditions.

Advertisements
ULTICA does not assume the responsibility of enforcing licensing requirements, or of checking for licenses, with respect to licensed professions or trades, prior to publishing advertisements.

Trademarks
Products and services referenced herein are protected by either trademarks or registered trademarks of ULTICA. Other product and company names mentioned herein may be protected by the trademarks of their respective owners.

6. Limitation of Liability

To the maximum extent permitted by law, in no event shall ClickReady be liable for any special, incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use ClickReady or the provision of or failure to provide support Service, (hoClickReadyver arising, including negligence) even if ClickReady has been advised of the possibility of such damages. In no event shall our aggregate liability to you and/or any third party arising from or relating to this agreement exceed the amount you actually pay to us under this agreement during the twelve (12) months preceding the date the claim arose or $500.00 USD, whichever is less.

Without limiting the foregoing, ClickReady and our suppliers are not responsible for any of your data residing on ClickReady or our suppliers' hardware. You are responsible for backing-up your data and information that may reside on ClickReady or our suppliers' hardware, whether or not such information is produced through the use of ClickReady. It is your responsibility to take the necessary steps to ensure that your primary means of business is maintained (if applicable).

7. Indemnity and Hold Harmless

You agree to indemnify and hold us and our subsidiaries, affiliates, officers, agents, co-branders, suppliers, partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content you submit, publish, transmit or make available through ClickReady, your use of ClickReady, your connection to ClickReady, your violation of this Agreement or your violation of any rights of another.

8. Disclaimer of Warranties

You agree that your use of ClickReady is solely at your own risk. You agree that all of such Service are provided on an "as is," and "as available" basis, except as otherwise noted in this Agreement. ClickReady expressly disclaim all warranties of any kind, whether expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. ClickReady do not make any warranty that ClickReady will meet your requirements, or that ClickReady will be uninterrupted, timely, secure, or error free; nor do ClickReady make any warranty as to the results that may be obtained from the use of ClickReady or as to the accuracy or reliability of any information obtained through our Service. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of our Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data

ULTICA AND/OR ITS LICENSORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE MATERIALS PUBLISHED ON THIS SERVER FOR ANY PURPOSE. THE MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE ENTIRE RISK OF LOSS IN USING THE MATERIALS AND THE INTERNET GENERALLY. THE MATERIALS ARE COMPLEX AND MAY CONTAIN NON-CONFORMITIES, DEFECTS OR ERRORS. ULTICA AND/OR ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE MATERIALS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Errors and Corrections
THE MATERIALS PUBLISHED ON THIS SERVER COULD INCLUDE TECHNICAL INACCURACIES AND/OR TYPOGRAPHICAL ERRORS. ULTICA AND/OR ITS LICENSORS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE MATERIALS AT ANY TIME.

Local Law
This company is operated from a location in the State of Delaware, United States of America. ULTICA makes no representation that the Materials are appropriate for use in other locations. If you access this company from other locations, you are responsible for compliance with local laws.

General
ULTICA reserves the right to discontinue or modify any of the information contained on this server at any time. ULTICA shall have the right to modify these terms and conditions at any time. The user may not assign any part of this Agreement without ULTICA's prior written consent. This Agreement shall be governed by the laws of California, exclusive of conflicts of laws principles. The user shall pay any taxes on the information or transactions, except for those based on ULTICA's annual net income. If any provision of this Agreement is declared invalid or unenforceable, the remaining provisions of this Agreement shall remain in effect. The user agrees to comply with all applicable laws in using this service or the information contained herein. No waiver of any obligation or right of either party shall be effective unless in writing, executed by the party against whom it is being enforced. Any such waiver shall not preclude a party from exercising any other right or later exercising the same right. Any notice under this Agreement shall be delivered by U.S. certified mail, return receipt requested, or by overnight courier to ULTICA at the address below.

9. Modifications

Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that ClickReady may: (a) revise the terms and conditions of this Agreement; and/or (b) change part or all of ClickReady provided under this Agreement at any time, with or without notice. You agree that ClickReady shall not be liable to you or to any third party for any modification, suspension or discontinuance of ClickReady. If you do not agree to any such modifications, your sole and exclusive remedy is to cancel your Service. By continuing to use our Service after any revision to this Agreement or change in ClickReady, you agree to abide by and be bound by any such revisions or changes.

10. Jurisdiction

This Agreement shall be construed and controlled by the laws of the State of Delaware, USA. Any dispute arising from this Agreement, including, without limitation, a breach of this Agreement, shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. You agree to submit to the jurisdiction of the state and federal courts located in Delaware.