This Service Agreement (the "Agreement") is
made and entered into by and between srs4uv.com, a Nevada Corporation, and the
party requesting the use of the SOURCE RECOVERY SERVICE ("Client") as
of the date of acceptance by srs4uv.com
WHEREAS,
Client has lost the Source Form to certain Universe BASIC computer programs and
has no means of acquiring that Source Form.
WHEREAS,
srs4uv.com has certain technology that can create a Reconstructed Source Form
from certain Universe BASIC computer programs in Object Form, hereinafter
referred to as the Service.
WHEREAS,
Client desires that srs4uv.com provide the Service in an attempt to recover the
Source Forms to Client's Universe BASIC programs submitted in Object Form.
NOW,
THEREFORE, in consideration of the mutual covenants and conditions set forth
herein, Client and srs4uv.com agree as follows:
1. Definition of Terms
For the purposes of this Agreement,
the following terms shall have the respective meanings indicated: The term
"Source Form" shall mean the expression of a computer program in the
Universe BASIC language. The term "Object Form" shall mean the machine
executable expression of a computer program in the Universe BASIC language. The
term "Reconstructed Source Form" shall mean the expression of a
computer program in the Universe BASIC language rendered by the Service.
2. Description of Service
srs4uv.com will attempt to provide
the Reconstructed Source Form for a Universe BASIC computer program submitted by
Client in Object Form by using certain computer programs and other technology
proprietary to srs4uv.com.
3. Scope of Service
srs4uv.com will provide the Service
using Universe BASIC computer programs supplied by Client in Object Form. srs4uv.com will proceed in a prompt and business like manner to attempt
to create the Reconstructed Source Forms and return same to Client. Client understands that the Service does not include analysis of
the functions of the supplied computer programs, including, but not limited to,
analysis of a computer program's behavior. srs4uv.com shall use its best effort to provide Client with the Service
subject to the provisions of Section 9. and Client understands that some Object
Forms may be corrupted in a manner such that the Service can not be provided.
4. Service Fee
The fee for the Service is stated
on the SOURCE RECOVERY SERVICE QUOTATION. All fees for the Service are due and
payable upon the submission of the Object Forms to srs4uv.com unless other
payment terms have been agreed to in writing. The fee is payable in the currency
of the United States of America unless other currency has been agreed to in
writing.
5. srs4uv.com Warranty
srs4uv.com warrants that the delivered Reconstructed
Source Form will yield the same or nearly the same Object Form when the
Reconstructed Source Form is translated by the Universe verb BASIC. Furthermore, Client understands that the Reconstructed Source Form may
appear substantially different from the Source Form and that such substantial
differences are usual and necessary translations of the Object Form.
CLIENT EXPRESSLY
AGREES THAT USE OF THE SERVICE AND THE RECONSTRUCTED SOURCE FORMS ARE AT
CLIENT'S SOLE RISK. SRS4UV.COM DOES
NOT WARRANT THAT THE SERVICE OR THE RECONSTRUCTED SOURCE FORMS WILL BE
UNINTERRUPTED OR ERROR-FREE NOR DOES SRS4UV.COM MAKE ANY WARRANTY AS TO THE
RESULTS TO BE OBTAINED FROM USE OF THE SERVICE OR THE RECONSTRUCTED SOURCE FORMS. THE
SERVICE IS PROVIDED ON
AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
6. Client's Warranty
Client warrants that it has submitted only those
Object Forms where it has in good faith a colorable claim of right to the Source
Form of the computer program.
FURTHERMORE,
CLIENT WARRANTS THAT IT WILL NOT USE THE SERVICE FOR THE SOLE OR SUBSTANTIALLY
SOLE PURPOSE OF, OR TO THE SOLE OR SUBSTANTIALLY SOLE EFFECT OF, DISCOVERING THE
TRADE SECRETS OR OTHER PROPRIETARY INFORMATION CONTAINED IN ANY SOFTWARE, EXCEPT
WHERE CLIENT HAS A RIGHT TO DO SO BY VIRTUE OF OWNERSHIP OF THE SOFTWARE OR
PERMISSION FROM THE OWNER OF THE SOFTWARE OR ANY GOOD FAITH COLORABLE CLAIM OF RIGHT. CLIENT
ASSUMES ALL RISKS OF USING THE SERVICE. CLIENT ACKNOWLEDGES THAT SRS4UV.COM HAS
MADE NO REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE POSSIBLE LEGAL
CONSEQUENCES OF THE USE OF THE SERVICE. CLIENT FURTHER ACKNOWLEDGES THAT IT HAS
NOT RELIED UPON ANY STATEMENT, ACTION OR REPRESENTATION OF SRS4UV.COM AS TO THE
POSSIBLE LEGAL CONSEQUENCES OF THE USE OF THE SERVICE. BASED UPON THE FOREGOING,
CLIENT ACKNOWLEDGES THAT SRS4UV.COM SHALL HAVE NO LIABILITY, EITHER DIRECTLY OR
INDIRECTLY, TO CLIENT OR ON BEHALF OF CLIENT FOR ANY LEGAL CONSEQUENCES OF
CLIENT'S USE OF THE SERVICE.
7. Confidentiality
srs4uv.com understands and
acknowledges that it may come to learn confidential and/or proprietary
information of Client's, and therefore srs4uv.com agrees to observe complete
confidentiality with regard to any data, information, specifications,
documentation or other material, tangible or intangible and in Source Form or
Object Form. srs4uv.com understands that Client is commissioning srs4uv.com to attempt to provide
the Reconstructed Source Form and that all rights to the Reconstructed Source
Form shall remain with the Client. Unless otherwise
requested by Client in writing, srs4uv.com shall either return or destroy all
tangible proprietary information provided to srs4uv.com by Client within 30 days
of completion of the Service.
Neither party shall disclose the existence of this Agreement to any third party without
the prior written consent of the parties.
8. Limitation of Liability
IN
NO EVENT SHALL SRS4UV.COM BE LIABLE TO CLIENT FOR CONSEQUENTIAL, SPECIAL,
INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREUNDER, WHETHER OR NOT SUCH DAMAGES WERE
FORESEEABLE OR ACTUALLY FORESEEN. IN NO EVENT SHALL SRS4UV.COM LIABILITY TO
CLIENT, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE,
ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF THE FEE PAID TO
SRS4UV.COM UNDER THIS AGREEMENT.
9.
Right of Refusal of Service
srs4uv.com
reserves the right to refuse to provide the Service and/or refuse to deliver
Reconstructed Source Forms should srs4uv.com believe that providing the Service
or delivering the Reconstructed Source Form would violate the proprietary rights
of a third party. IN THE EVENT THAT SRS4UV.COM REFUSES TO PROVIDE THE SERVICE OR DELIVER THE
RECONSTRUCTED SOURCE FORM UNDER THIS SECTION 9, CLIENT AGREES TO PAY FOR THE
SERVICE FOR ALL OBJECT FORMS SUBMITTED BY CLIENT WHETHER OR NOT SRS4UV.COM
PROVIDES THE SERVICE OR DELIVERS THE RECONSTRUCTED SOURCE FORM TO CLIENT. Client
agrees that it shall have no duty to dispute such decisions.
10. Indemnification
CLIENT
SHALL INDEMNIFY AND HOLD SRS4UV.COM HARMLESS FROM ANY DAMAGES, CLAIMS,
JUDGMENTS, LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES) ARISING OUT OF ANY CLAIM OR ACTION FOR INFRINGEMENT OF A TRADE SECRET,
COPYRIGHT, OR OTHER THIRD PARTY PROPRIETARY RIGHT WITH RESPECT TO THE SERVICE.
11.
Term of Agreement
This agreement shall remain in effect until such time
that srs4uv.com completes the Service and such time that Client has paid all
fees required under this Agreement.
FURTHERMORE,
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT THE OBLIGATIONS OF SECTIONS 5, 6, 7,
8, 10, 12, 14, 15 AND 16 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT OR ANY
PROVISION THEREOF.
12.
Attorneys' Fees
Unless otherwise expressly
provided, in the event of any dispute arising out of or related to the Service
neither party shall be entitled to recover attorneys' fees or any other costs of
dispute.
13.
Relationship of the Parties
Nothing contained in this Agreement
shall be construed as creating a joint venture, partnership, agency, or
employment relationship between the parties hereto. Except as specified herein, neither party shall have the
right, power or implied authority to create any obligation or duty, express or
implied, on behalf of the other party hereto.
14.
Payment Terms
Payment shall be made in the
currency of the United States of America and Client agrees to pay any
commissions necessary to convert funds into the currency of the United States of
America.
Unless otherwise agreed to in
writing, Client shall present payment in full along with the submitted Object Forms. If
other payment terms are
agreed to by srs4uv.com in writing, Client agrees to promptly pay all invoices
from srs4uv.com. Should Client not
pay such indebtedness within 30 days of the invoice date shown on such invoice,
interest shall accrue at 1½% per month (18% per annum) until such indebtedness
is paid in full. Client agrees to
pay any and all costs incurred by srs4uv.com necessary to collect any
indebtedness of Client to srs4uv.com, including, but not limited to, reasonable
attorneys' fees.
15. Refunds
In the event that srs4uv is unable to recover the Reconstructed Source Form
for a submitted Object Form, srs4uv will refund the service fee for that Object
Form to Client. Such refund of the service fee shall be made within two weeks of
srs4uv determining that it is unable to recover the Reconstructed Source Form.
No refund shall occur if Client owes srs4uv monies for other Reconstructed
Source Forms, and in such cases, srs4uv will deduct the the refund amount from
the outstanding balance owed by Client.
16.
Taxes
Client shall be responsible for
payment of, or for reimbursing srs4uv.com for its payment of, any taxes
including, but not limited to, sales taxes, duties, tariffs, excise taxes, value
added taxes, usage fees or any other tax, other than taxes based solely on srs4uv.com
income, imposed by any governing authority charged with assessment and
collection of such fees assessed with respect to any use of the Service under
this Agreement. This includes, but
is not limited to, taxes assessed retroactively and any taxes established after
execution of this Agreement. Client shall also pay any late fees, fines or other penalties or charges which accrue
as a result of Client's failure to make timely payment of any tax. If srs4uv.com pays any tax described under Section
16, such payment shall
not be deemed to relieve Client of any of its obligations under this Section 16,
nor shall it be deemed a waiver of srs4uv.com right to seek reimbursement,
indemnity or any other remedy from Client. In the event that srs4uv.com pays any tax under Section
16, and it is
later determined that Client was obligated under this Agreement to pay such tax,
srs4uv.com shall be entitled to recover from Client any amounts actually paid by
or on behalf of srs4uv.com, together with interest thereon at the highest legal
rate, and shall also be entitled to its costs and reasonable attorneys' fees
incurred in recovering such amounts from Client. Neither party shall have the duty to dispute the applicability of any
tax.
17.
Applicable Law
This Agreement shall be construed
and enforced in accordance with the laws of the State of California applicable
to agreements, made and performed in California. No action or proceeding based upon this Agreement or arising
out of its performance shall be instituted by Client more than one (1) year
after the cause of action has accrued.
18.
Entire Agreement
This Agreement constitutes the
entire understanding and agreement between Client and srs4uv.com with respect to
the Service and the transactions contemplated herein, and supersedes any and all
prior or contemporaneous oral or written communications with respect to the
subject matter hereof, all of which are merged herein. It is expressly understood and agreed that no employee, agent or other
representative of srs4uv.com has any authority to bind srs4uv.com with regard to
any statement, representation, warranty or other expression unless the same is
specifically set forth or incorporated by reference herein.
19.
Modifications and Amendments
This Agreement shall not be
modified, amended or in any way altered except by an instrument in writing
signed by the parties.
20.
Severability
In the event that any provision
hereof is found invalid or unenforceable pursuant to judicial decree or
decision, the remainder of this Agreement shall remain valid and enforceable
according to its terms. Without limiting the foregoing, it is expressly understood and agreed that each and
every provision of this Agreement which provides for a limitation of liability,
disclaimer of warranties, indemnification, or exclusion of damages is intended
by the parties to be severable and independent of any other such provision and
to be enforced as such. Further, it
is expressly understood and agreed that in the event any remedy hereunder is
determined to have failed of its essential purpose, all limitations of liability
and exclusions of damages set forth herein shall remain in effect.
21.
Miscellaneous
Captions used herein are for
convenience only and shall not be deemed part of this Agreement nor shall the
captions be used to construe any of the provisions of this Agreement. Where the context so requires, the singular shall include the plural and
the plural shall include the singular.
