Terms of Use
USER AGREEMENT
Acceptance of the terms and conditions listed in this Agreement constitute a binding agreement with Headwaters Software, Inc. ("Headwaters Software").
1. EXCLUSION OF WARRANTY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF FISDAP IS AT YOUR SOLE RISK. HEADWATERS SOFTWARE MAKES NO WARRANTY OF ANY KIND REGARDING THIS SITE AND/OR ANY MATERIALS OR PUBLISHED INFORMATION CONTENT PROVIDED ON THIS SITE, ALL OF WHICH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HEADWATERS SOFTWARE DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY OF THE PUBLISHED INFORMATION CONTENT OR DATA FOUND ON THIS SITE AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
THERE IS NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. AND (vi) THE SITE, ITS SERVERS OR ANY E-MAIL SENT FROM HEADWATERS SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HEADWATERS OR THROUGH ANY OF ITS EMPLOYEES OR AGENTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS WHICH VARY FROM STATE TO STATE.
2. LIMITATION OF LIABILITY.
HEADWATERS SOFTWARE ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THIS SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, AUDIO OR ANY OTHER PUBLISHED INFORMATION CONTENT FROM THE SITE. IN NO EVENT SHALL HEADWATERS SOFTWARE BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF THIS SITE OR THE PUBLISHED INFORMATION CONTENT FOUND HEREIN, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE), OR (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, OR (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON FISDAP, OR (V) THE PERFORMANCE OR NON PERFORMANCE BY HEADWATERS SOFTWARE, EVEN IF HEADWATERS SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY, OR (VI) ANY OTHER MATTER RELATING TO FISDAP.
IF, NOTWITHSTANDING THE FOREGOING, HEADWATERS SOFTWARE SHOULD BE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE ABOVE DESCRIBED FUNCTIONS OR USES OF THIS SITE OR ITS PUBLISHED INFORMATION CONTENT, THE LIABILITY OF HEADWATERS SOFTWARE SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE LESSER OF (A) THE SUBSCRIPTION FEE AND SERVICE CHARGE FOR ACCESSING THIS SITE, OR (B) US $100.00. IN ITS SOLE DISCRETION, IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES AVAILABLE TO HEADWATERS SOFTWARE AND WITHOUT ANY LIABILITY WHATSOEVER, HEADWATERS SOFTWARE AT ANY TIME AND WITHOUT NOTICE MAY TERMINATE OR RESTRICT YOUR ACCESS TO ANY COMPONENT OF THIS SITE.
3. INDEMNIFICATION.
You shall defend and indemnify Headwaters Software and their officers, directors, employees and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by you, or on your behalf, in excess of the liability described herein or by third parties as a result of your use of this site.
4. OWNERSHIP.
This site, and each of its modules, together with the arrangement and compilation of the published information content found on this site, including the non-identifiable data from your experience, and test results, is the copyrighted property of Headwaters Software. In addition, the trademarks, logos and service marks displayed on this site (collectively, the "Trademarks") are registered and common law Trademarks of Headwaters Software. Nothing contained on this site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the written permission of Headwaters Software.
5. USE OF SITE.
Headwaters Software grants you a limited, non-transferable license to use this site in accordance with the terms and conditions of this User Agreement. You may only use this site to make legitimate entries of your experience and shall not use this site for any other purposes, including without limitation, to make any speculative, false or fraudulent entries. This site and the published information content provided in this site, including the text, graphics, button icons, audio and video clips, digital downloads, and software, may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of Headwaters Software, except that you may download, display and print the materials presented on this site for your personal, non-commercial use only. You may not use any "robot," "spider" or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on this site, in any case without the prior written permission of Headwaters Software. You agree that you will not transmit or otherwise transfer any Web pages or content found on this site to any other computer, server, Web site, or other medium for mass distribution or for use in any commercial enterprise. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of this site. You agree that you will not take any action that imposes a burden or load on our infrastructure that Headwaters Software deems in its sole discretion to be unreasonable or disproportionate to the benefits Headwaters Software obtains from your use of the site. Unauthorized use of this site and/or the materials contained on this site may violate applicable copyright, trademark or other intellectual property laws or other laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained in the materials, and you must not alter, obscure or obliterate any of such notices. The use of such materials on any other Web site or in any environment of networked computers is prohibited. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. In addition, you are prohibited from posting or transmitting any information which (a) infringes the rights of others or violates their privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary right, unless with the express written permission of the owner of such right, (c) contains a virus, bug or other harmful item, or (d) is used to unlawfully collude against another person in restraint of trade or competition. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this site.
6. AGE AND RESPONSIBILITY.
If you use this site, you are responsible for maintaining the confidentiality of your account information and your password. You agree to accept responsibility for all activities that occur under your account or password. You represent that you are of sufficient legal age to use this site and to create binding legal obligations for any liability you may incur as a result of the use of this site.
7. PRIVACY.
You have read the FISDAP Privacy Policy, the terms of which are incorporated herein, and agree that the terms of such policy are reasonable. You consent to the use of your personal information by Headwaters Software and/or its third party providers and distributors in accordance with the terms of and for the purposes set forth in the FISDAP Privacy Policy.
8. REVIEW OF TRANSMISSIONS.
Headwaters Software may, from time to time monitor and review any information transmitted or received through this site and reserves the right to censor, edit, remove or prohibit the transmission or receipt of any information that Headwaters Software deems inappropriate or in violation of these terms and conditions. During monitoring, the information may be examined, recorded or copied, and your acceptance of this Agreement constitutes your consent to such monitoring and review. You agree that if you submit suggestions, ideas, comments or questions or post any other information on this site, you grant Headwaters Software a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content in any form, media or technology. Headwaters Software takes no responsibility and assumes no liability for any content posted or submitted by you.
9. LINKS.
This site may contain links to other Web sites which are provided solely as a convenience to you and not as an endorsement by Headwaters Software of the contents of such other Web sites. Headwaters Software shall not be responsible for the content of any other Web sites and makes no representation or warranty regarding any other Web sites or the contents or materials on such Web sites. If you decide to access other Web sites, you do so at your own risk.
10. RELATIONSHIP.
The relationship between Headwaters Software and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other.
11. GOVERNING LAW.
This Agreement and its performance shall be governed by the laws of the state of Minnesota, United States of America, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the state and federal courts located in Ramsey County, the state of Minnesota, United States of America, in all questions and controversies arising out of your use of this site and this Agreement.
To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of this site must be brought within two (2) years from the date on which such claim or action arose or accrued.
12. ATTORNEY'S FEES.
If Headwaters Software takes any action to enforce this User Agreement and it prevails, it will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorney's fees and any cost of litigation, in addition to any other relief, at law or in equity, to which Headwater Software may be entitled.
13. INJUNCTIVE RELIEF.
You acknowledge that a violation or attempted violation of this User Agreement will cause such damage to Headwaters Software as will be irreparable, for which there will be no adequate remedy at law. Accordingly, you agree that Headwaters Software shall be entitled as a matter of right to an injunction issued by a court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as recover from you any and all costs and expenses sustained or incurred by Headwaters Software in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction.
14. TERMINATION.
Headwaters Software may terminate this User Agreement and your right to use FISDAP at any time for any improper use of this site by you or your failure to comply with the terms and conditions of this User Agreement. Such termination shall not affect any right to relief to which Headwaters Software may be entitled, at law or in equity. Upon termination of this User Agreement, all rights granted to you will terminate and revert to Headwaters Software.
15. ASSIGNMENT.
You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.
16. MODIFICATION.
Headwaters Software may at any time modify these terms and conditions and your continued use of this site will be conditioned your acceptance of such terms and conditions in force at the time of your use.
17. ADDITIONAL TERMS.
Additional terms and conditions may apply to reservations, purchases of goods and services and other uses of portions of this site, and you agree to abide by such other terms and conditions.
18. SEVERABILITY.
These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
19. HEADINGS.
The headings used in this User Agreement are included for convenience only and will not limit or otherwise affect the terms and conditions herein.
20. ENTIRE AGREEMENT.
This User Agreement, together with the FISDAP Privacy Policy referred to herein, constitute the entire agreement between us relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this site.
Acceptance of the terms and conditions listed in this Agreement constitute a binding agreement with Headwaters Software, Inc. ("Headwaters Software").
1. EXCLUSION OF WARRANTY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF FISDAP IS AT YOUR SOLE RISK. HEADWATERS SOFTWARE MAKES NO WARRANTY OF ANY KIND REGARDING THIS SITE AND/OR ANY MATERIALS OR PUBLISHED INFORMATION CONTENT PROVIDED ON THIS SITE, ALL OF WHICH ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HEADWATERS SOFTWARE DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY OF THE PUBLISHED INFORMATION CONTENT OR DATA FOUND ON THIS SITE AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
THERE IS NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. AND (vi) THE SITE, ITS SERVERS OR ANY E-MAIL SENT FROM HEADWATERS SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HEADWATERS OR THROUGH ANY OF ITS EMPLOYEES OR AGENTS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS WHICH VARY FROM STATE TO STATE.
2. LIMITATION OF LIABILITY.
HEADWATERS SOFTWARE ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THIS SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, AUDIO OR ANY OTHER PUBLISHED INFORMATION CONTENT FROM THE SITE. IN NO EVENT SHALL HEADWATERS SOFTWARE BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH (I) ANY USE OF THIS SITE OR THE PUBLISHED INFORMATION CONTENT FOUND HEREIN, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE ANY COMPONENT OF THIS SITE), OR (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA, OR (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON FISDAP, OR (V) THE PERFORMANCE OR NON PERFORMANCE BY HEADWATERS SOFTWARE, EVEN IF HEADWATERS SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES TO SUCH PARTIES OR ANY OTHER PARTY, OR (VI) ANY OTHER MATTER RELATING TO FISDAP.
IF, NOTWITHSTANDING THE FOREGOING, HEADWATERS SOFTWARE SHOULD BE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE ABOVE DESCRIBED FUNCTIONS OR USES OF THIS SITE OR ITS PUBLISHED INFORMATION CONTENT, THE LIABILITY OF HEADWATERS SOFTWARE SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE LESSER OF (A) THE SUBSCRIPTION FEE AND SERVICE CHARGE FOR ACCESSING THIS SITE, OR (B) US $100.00. IN ITS SOLE DISCRETION, IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES AVAILABLE TO HEADWATERS SOFTWARE AND WITHOUT ANY LIABILITY WHATSOEVER, HEADWATERS SOFTWARE AT ANY TIME AND WITHOUT NOTICE MAY TERMINATE OR RESTRICT YOUR ACCESS TO ANY COMPONENT OF THIS SITE.
3. INDEMNIFICATION.
You shall defend and indemnify Headwaters Software and their officers, directors, employees and agents from and against any claim, cause of action or demand, including without limitation reasonable legal and accounting fees, brought by you, or on your behalf, in excess of the liability described herein or by third parties as a result of your use of this site.
4. OWNERSHIP.
This site, and each of its modules, together with the arrangement and compilation of the published information content found on this site, including the non-identifiable data from your experience, and test results, is the copyrighted property of Headwaters Software. In addition, the trademarks, logos and service marks displayed on this site (collectively, the "Trademarks") are registered and common law Trademarks of Headwaters Software. Nothing contained on this site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without the written permission of Headwaters Software.
5. USE OF SITE.
Headwaters Software grants you a limited, non-transferable license to use this site in accordance with the terms and conditions of this User Agreement. You may only use this site to make legitimate entries of your experience and shall not use this site for any other purposes, including without limitation, to make any speculative, false or fraudulent entries. This site and the published information content provided in this site, including the text, graphics, button icons, audio and video clips, digital downloads, and software, may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of Headwaters Software, except that you may download, display and print the materials presented on this site for your personal, non-commercial use only. You may not use any "robot," "spider" or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor or copy any of the Web pages, data or content found on this site, in any case without the prior written permission of Headwaters Software. You agree that you will not transmit or otherwise transfer any Web pages or content found on this site to any other computer, server, Web site, or other medium for mass distribution or for use in any commercial enterprise. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of this site. You agree that you will not take any action that imposes a burden or load on our infrastructure that Headwaters Software deems in its sole discretion to be unreasonable or disproportionate to the benefits Headwaters Software obtains from your use of the site. Unauthorized use of this site and/or the materials contained on this site may violate applicable copyright, trademark or other intellectual property laws or other laws. You must retain all copyright and trademark notices, including any other proprietary notices, contained in the materials, and you must not alter, obscure or obliterate any of such notices. The use of such materials on any other Web site or in any environment of networked computers is prohibited. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. In addition, you are prohibited from posting or transmitting any information which (a) infringes the rights of others or violates their privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary right, unless with the express written permission of the owner of such right, (c) contains a virus, bug or other harmful item, or (d) is used to unlawfully collude against another person in restraint of trade or competition. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any other harm resulting from your use of this site.
6. AGE AND RESPONSIBILITY.
If you use this site, you are responsible for maintaining the confidentiality of your account information and your password. You agree to accept responsibility for all activities that occur under your account or password. You represent that you are of sufficient legal age to use this site and to create binding legal obligations for any liability you may incur as a result of the use of this site.
7. PRIVACY.
You have read the FISDAP Privacy Policy, the terms of which are incorporated herein, and agree that the terms of such policy are reasonable. You consent to the use of your personal information by Headwaters Software and/or its third party providers and distributors in accordance with the terms of and for the purposes set forth in the FISDAP Privacy Policy.
8. REVIEW OF TRANSMISSIONS.
Headwaters Software may, from time to time monitor and review any information transmitted or received through this site and reserves the right to censor, edit, remove or prohibit the transmission or receipt of any information that Headwaters Software deems inappropriate or in violation of these terms and conditions. During monitoring, the information may be examined, recorded or copied, and your acceptance of this Agreement constitutes your consent to such monitoring and review. You agree that if you submit suggestions, ideas, comments or questions or post any other information on this site, you grant Headwaters Software a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, and fully sub-licenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such content in any form, media or technology. Headwaters Software takes no responsibility and assumes no liability for any content posted or submitted by you.
9. LINKS.
This site may contain links to other Web sites which are provided solely as a convenience to you and not as an endorsement by Headwaters Software of the contents of such other Web sites. Headwaters Software shall not be responsible for the content of any other Web sites and makes no representation or warranty regarding any other Web sites or the contents or materials on such Web sites. If you decide to access other Web sites, you do so at your own risk.
10. RELATIONSHIP.
The relationship between Headwaters Software and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other.
11. GOVERNING LAW.
This Agreement and its performance shall be governed by the laws of the state of Minnesota, United States of America, without regard to its conflict of laws provisions. You consent and submit to the exclusive jurisdiction of the state and federal courts located in Ramsey County, the state of Minnesota, United States of America, in all questions and controversies arising out of your use of this site and this Agreement.
To the extent allowed by applicable law, any claim or cause of action arising from or relating to your access or use of this site must be brought within two (2) years from the date on which such claim or action arose or accrued.
12. ATTORNEY'S FEES.
If Headwaters Software takes any action to enforce this User Agreement and it prevails, it will be entitled to recover from you, and you agree to pay, all reasonable and necessary attorney's fees and any cost of litigation, in addition to any other relief, at law or in equity, to which Headwater Software may be entitled.
13. INJUNCTIVE RELIEF.
You acknowledge that a violation or attempted violation of this User Agreement will cause such damage to Headwaters Software as will be irreparable, for which there will be no adequate remedy at law. Accordingly, you agree that Headwaters Software shall be entitled as a matter of right to an injunction issued by a court of competent jurisdiction, restraining such violation or attempted violation of these terms and conditions by you, or your affiliates, partners, or agents, as well as recover from you any and all costs and expenses sustained or incurred by Headwaters Software in obtaining such an injunction, including, without limitation, reasonable attorney's fees. You agree that no bond or other security shall be required in connection with such injunction.
14. TERMINATION.
Headwaters Software may terminate this User Agreement and your right to use FISDAP at any time for any improper use of this site by you or your failure to comply with the terms and conditions of this User Agreement. Such termination shall not affect any right to relief to which Headwaters Software may be entitled, at law or in equity. Upon termination of this User Agreement, all rights granted to you will terminate and revert to Headwaters Software.
15. ASSIGNMENT.
You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.
16. MODIFICATION.
Headwaters Software may at any time modify these terms and conditions and your continued use of this site will be conditioned your acceptance of such terms and conditions in force at the time of your use.
17. ADDITIONAL TERMS.
Additional terms and conditions may apply to reservations, purchases of goods and services and other uses of portions of this site, and you agree to abide by such other terms and conditions.
18. SEVERABILITY.
These terms and conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
19. HEADINGS.
The headings used in this User Agreement are included for convenience only and will not limit or otherwise affect the terms and conditions herein.
20. ENTIRE AGREEMENT.
This User Agreement, together with the FISDAP Privacy Policy referred to herein, constitute the entire agreement between us relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this site.