BY CLICKING ON THE "ACCEPT" BUTTON OR OTHERWISE UTILIZING, SUBSCRIBING TO, OR USING THE MAPPWARE SOFTWARE AND
SERVICE, YOU CONSENT TO BE BOUND BY, AND BECOME A PARTY TO, THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO ALL
OF THE TERMS OF THIS LICENSE AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON. IF YOU ARE ACCESSING THE MAPPWARE
SOFTWARE THROUGH OUR ONLINE SERVICE (THE "SERVICE") ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT
YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS (THE "TERMS AND CONDITIONS"). THE
TERM "YOU" REFERS TO THE INDIVIDUAL OR THE ENTITY, AS APPLICABLE, THAT REGISTERS FOR OR USES THE SERVICE.
IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST STOP
IMMEDIATELY AND MAY NOT USE THE SERVICE.
YOU MUST READ AND AGREE TO THIS LICENSE AGREEMENT BEFORE YOU CONTINUE
Rosebud Software Systems, Ltd. and LBL Strategies, Ltd.
As part of the Service, Rosebud Software Systems, Ltd. (the "Company") is providing an Internet-based environment
for you to take organizational assessments of, and develop a business strategy for, your organization. Your
registration for, or use of, the Service shall be deemed to be your agreement to abide by these Terms and Conditions.
- License. The Company hereby grants you a non transferable, non exclusive license to
use the Software, the Service, and related documentation subject to the terms and conditions of this License
Agreement. As used herein, the term "Software" means the Company's MAPPware Software which can be utilized
through the Service after you accept this License Agreement.
- Use of Software and Service. You may not rent, sublicense, lease, or assign the Software,
the Service, or related documentation to others, and you may not alter, modify, decompile, disassemble, or
reverse engineer the Software, the Service, or related documentation. If you attempt to use, copy, or
convey the Software, the Service, or related documentation in a manner contrary to the terms of this license
or in competition with the Company or in derogation of the Company's proprietary rights, whether such rights
are stated herein or determined by law or otherwise, this license is automatically terminated and the Company
shall have all rights and remedies available to it under applicable law, including without limitation, the right
to immediate injunctive relief (you hereby acknowledge that other remedies are inadequate).
- Proprietary Rights. The Company retains title and full ownership rights in and to the
Software, the Service, and related documentation, including all source code, copyrights, trademarks, patents,
and trade secrets embodied therein and all other rights not expressly granted to you hereunder. You have only
a limited right to use the Software, the Service, and related documentation. Nothing in this license
constitutes a waiver of any of the Company's rights under the copyright laws of the United States or any
other jurisdiction or under any other federal, state, or foreign laws.
- User Accounts. Access to the Service requires a customer account (a "Customer Account").
Customer Accounts are created by signing up for the Service through an authorized agent. A customer, through
its Customer Account, is authorized to use the Software for an agreed upon number of business units that can
each develop their own plan. Each business unit invites as many people as needed to join their planning team
in a prescribed role and participate in the process. Passwords are automatically assigned by the Service, but
can be changed by the individual users. In registering for the Service, you must agree to submit accurate,
current and complete information about you, and promptly update such information, when necessary. Should the
Company suspect that such information is untrue, inaccurate, not current or incomplete; the Company has the
right to suspend or terminate your usage of the Service. You are responsible for any misuse, and any charges
or expenses related to such misuse, incurred through your account if you lose your password or it is used by
- User Responsibilities. You are solely responsible for any and all activities that occur
under your account and ensuring that you exit or log-off from your account at the end of each session of use.
You shall notify the Company immediately of any unauthorized use of your password or account or any other
breach of security that is known or suspected by you. You shall also use your best efforts to stop immediately
any copying or distribution of the content of the Software or the Service (the "Content") that is known or
suspected by you to be occurring. The Company shall not be responsible for any unauthorized access to, or
alteration of, your transmissions or data, any material, information or data sent or received, regardless
of whether the data is actually received by the Company, or any transactions entered into through the Service
or failure to abide by these Terms and Conditions.
- Account Information and Data. Except with respect to any of your strategic, financial,
or other proprietary information, you agree that the Company has a perpetual, irrevocable, world-wide,
royalty-free right and license to use, subject to the terms of our Privacy Statement that is located on
this site, the data and information that you enter into the Service and/or any information or results generated
from use of the Service; provided, however, any strategic, financial, or other proprietary information the
Company receives from you through the Service may be used for the Company's internal purposes only and will
not be shared with third parties. The Company may access your account, including its data, to respond to service
or technical problems, as may be required under law or pursuant to court order or as may be otherwise stated in
these Terms and Conditions. You, not the Company, shall have sole responsibility for the accuracy, quality,
integrity, legality, reliability, appropriateness and copyright of all data you enter into the Service and the
Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure
to store any data.
- Use, Storage, and Other Limitations. The Company reserves the right to establish or
modify general practices and limits concerning use of the Service, including without limitation the maximum
number of days that Content will be retained by the Service and the maximum disk space that will be allotted
on the Company's servers on your behalf.
- User Conduct. You agree to abide by all applicable local, state, national and foreign
laws, treaties and regulations in connection with the Service. In addition, without limitation, you agree not
to use the Service to: (i) use information from the Service in connection with sending unsolicited or
unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any
other form of duplicative or unsolicited messages, whether commercial or otherwise; (ii) harvest, collect,
gather or assemble information or data regarding other users, including e-mail addresses, without their
consent; (iii) transmit through or post on the Service unlawful, harassing, libelous, abusive, tortious,
defamatory, threatening, harmful, invasive of another's privacy, vulgar, obscene or otherwise objectionable
material of any kind or nature or which is harmful to minors in any way; (iv) transmit any material that may
infringe the intellectual property rights or other rights of third parties, including trademark, service mark,
copyright, or right of publicity; (v) transmit any material that contains software viruses or other harmful or
deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots; (vi) interfere
with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of
such networks; (vii) attempt to gain unauthorized access to the Service, other accounts, computer systems or
networks connected to the Service, through password mining or any other means; or (viii) harass or interfere with
another user's use and enjoyment of the Service.
- Links to Third Party Sites. The Company may, from time to time, provide links to third
party sites on the Internet through the Service. Because the Company has no control over such sites and resources,
you acknowledge and agree that the Company is not responsible for the availability of such external sites or
resources, and the provision of such links does not constitute an endorsement by the Company of any such sites.
The Company is providing these links to you only as a matter of convenience, and in no event shall the Company be
responsible for any content, products, or other materials on or available from such sites. You further acknowledge
and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused
or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available
on or through any such site or resource.
- Termination. The Company, in its sole discretion, may terminate your password, account or use
of the Service and remove and discard any data within the Service if you fail to comply with these Terms and
Conditions. You may terminate your Customer Account upon notice to the Company at any time. Upon termination
of an account, your right to use such account and the Service immediately ceases. The Company shall have no
obligation to maintain any data stored in your account or to forward any data to you or any third party.
- Restrictions. You are permitted to store, analyze, print, and display the Content only for
your personal use. Unauthorized use of the Service, or the resale of the Service, is expressly prohibited. You
shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any
third party. Without the prior approval of the Company, you also shall not create an Internet "link" to the
Service or "frame" or "mirror" any Content contained on, or accessible from, this Service on any other server
or Internet-based device. You shall not disassemble, decompile or otherwise reverse engineer any applet,
download or software provided through the Service.
- Security; Cookies. [When you access our site using Netscape Navigator or Microsoft Internet
Explorer versions 4.0 or higher, Secure Socket Layer ("SSL") technology aids in the protection of your information
using both server authentication and data encryption.] The Company provides each user with a unique user
name and password that must be entered each time a user logs on. Cookies are files that your web browser places
on your computer's hard drive and are used to tell us whether you have visited the Service previously. The Company
may use a persistent cookie to help save and retrieve usernames used on the Service. The Company issues a session
cookie only to record encrypted authentication information for the duration of a specific session. The session
cookie does not include either the username or password of the user. In addition, the Company is hosted in a
secure server environment that uses a firewall and other advanced technology to help prevent interference or
access from outside intruders.
- Proprietary Rights. Except for the licenses granted herein, you have no right, title or
interest in or to the Service or any Content and the Company, or its licensors, retains all proprietary right,
title and interest, including copyright and all other intellectual property rights, in and to the Service, the
Software, and the Content. MAPPware and any other Company products and services referenced herein are either
common law trademarks or registered trademarks of the Company. The names of other companies and products that
may be described through the Service may be the trademarks of their respective owners.
- Indemnification. You shall indemnify and hold the Company, its licensors and contractors,
and each such party's parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents,
harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including
attorneys' fees and costs) arising out of or in connection with your use of the Service (including the Content)
or breach of these Terms and Conditions.
- Disclaimer of Warranties; Limitation of Liability. THE COMPANY AND ITS CONTRACTORS, IF ANY, MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE, THE SOFTWARE, OR ANY CONTENT. THE COMPANY, ITS LICENSORS AND CONTRACTORS DO NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SOFTWARE, OR SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (V) ERRORS OR DEFECTS WILL BE CORRECTED; (VI) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE COMPANY, ITS LICENSORS AND CONTRACTORS. IN NO EVENT SHALL THE COMPANY'S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY YOU IN SUBSCRIPTION FEES FOR THE SERVICE, IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL THE COMPANY, ITS LICENSORS AND/OR CONTRACTORS, BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF THE COMPANY OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
- Local Laws and Export Control. The Company controls and operates this Service from its location
in the United States of America and is subject to the United States Export Administration Laws and Regulations. The
Company makes no representation that the Service is appropriate or available for use in other locations. If you use
the Service from outside the United States of America, you are solely responsible for compliance with all applicable
laws, including without limitation export and import regulations of other countries. Any diversion of the Content
contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of
the Service, is or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed
or embargoed countries or their nationals, nor is or will be used for nuclear activities, chemical biological
weapons, or missile projects, unless specifically authorized by the United States Government for such purposes.
You shall comply strictly with all United States export laws and assume sole responsibility for obtaining licenses
to export or re-export as may be required.
- Children. In compliance with the Children's Online Privacy Protection Act,
15 U.S.C. §§ 6501-06 and 16 C.F.R. §§ 312.1-312.12, the Company does not intend to market or facilitate any of its
products or services to children through this site or in any other manner. The Company does not knowingly gather
or solicit data from children through this site, and by using our site you represent that you are not less than 13
years of age.
- Notice. The Company may give notice by means of a general notice on the Service, electronic
mail to your e-mail address on record in the Company's account information, or by written communication sent by
first class mail to your address on record in the Company's account information. You may give notice to the
Company (such notice shall be deemed given when received by the Company) at any time by any of the following:
e-mail to [email@example.com]; letter sent by confirmed facsimile to the Company at the following fax
number: (773) 774-1954; letter delivered by nationally recognized overnight delivery service or first class
postage prepaid mail to the Company at the following address: Rosebud Software Systems, Ltd., c/o Katz Randall
Weinberg & Richmond, 333 W. Wacker Drive, Suite 1800, Chicago, Illinois 60606.
- Modification to Terms. The Company reserves the right to change the terms and conditions
of these Terms and Conditions or its policies relating to the Service at any time and shall notify you by posting
an updated version of these Terms and Conditions on the Service. You are responsible for regularly reviewing these
Terms and Conditions. Continued use of the Service after any such changes shall constitute your consent to such
- General. These Terms and Conditions will be governed by Illinois law and controlling United
States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You shall
bring all disputes, actions, claims, or causes of action related to these Terms and Conditions or in connection
with the Service only in the federal and state courts located in the Northern District of Illinois. If any
provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid or
unenforceable, then all other provisions shall remain in full force and effect. No joint venture, partnership,
employment, or agency relationship exists between the Company and you or between the Company and your clients
as a result of your use of the Service. The failure of the Company to enforce any right or provision in these
Terms and Conditions shall not constitute a waiver of such right or provision unless acknowledged and agreed to
by the Company in writing. These Terms and Conditions, together with the Privacy Statement, constitutes the
entire agreement between you and the Company with respect to the subject matter hereof, and supersedes all
other communications, whether oral or written.
- Questions and Additional Information. If you have questions regarding these Terms and
Conditions or wish to obtain additional information, please send an
e-mail to [firstname.lastname@example.org].