1. INTRODUCTION

    1. MyCalFeed for Our Family Wizard (Services) enables subscribers to see their Our Family Wizard (OFW) calendar entries in their regular calendar that can show an iCalendar/iCal/ICS feed. Such calendars include Apple, Google, and Outlook calendars. Services are electronically provided services provided by Atadar Services LLC d/b/a Crown Add-ons (Company).
    2. A subscription is a per-user license to get and use a private iCalendar/iCal/ICS feed address for the subscriber's OFW calendar. By subscribing, Customer acknowledges and agrees to these terms of service (Agreement). A subscriber (Customer) may use Customer's feed address in multiple calendars but shall not share the address with others. Company reserves the right to limit, without prior notice, the number of pulls (HTTP requests of the service) per day per Customer to a commercially reasonable number. The Service Capacity for such pulls is twenty-four times per day and is subject to decreases without notice if that quantity proves commercially unreasonable.
    3. Customers must provide their OFW username and password to get their private feed address. Customer acknowledges that anybody with the feed address will be able to view the feed's calendar entries. Customer agrees to treat the address like a password. If Customer's OFW username or password changes, the Services will be unable to retrieve Customer's OFW calendar data. Customer must then provide the new username or password to Services to get a new (and different) private feed address.
    4. CUSTOMER'S REGULAR CALENDAR MAY NOT ALWAYS SHOW THE MOST UP-TO-DATE DATA IN CUSTOMER'S OFW CALENDAR. For example, Google calendars have been known to not request and refresh iCalendar/iCal/ICS feed data more than once every twenty-four hours, and, as a result, OFW data that is displayed in a Google calendar could be nearly twenty-four hours out of date.
    5. CHANGES BY OFW TO THEIR SYSTEMS ARE OUT OF COMPANY'S CONTROL AND MAY RESULT IN INDEFINITE BUT TEMPORARY OUTAGES IN SERVICES OR A PERMANENT END TO SERVICES. Such an outage shall not be cause for refunds, pro rata or otherwise, unless it lasts over seven days. If there is a permanent end to services, Company will make a commercially reasonable effort to inform Customer, cancel subscription as of the end of the month, and refund, pro rata, any payments made for periods extending beyond the end of the month. Company has sole discretion to determine if an OFW change has resulted in an indefinite but temporary outage or a permanent end to services.
    6. Except in expressly specified circumstances or at Company's sole discretion, all purchases are non-refundable. Customer can cancel Customer's subscription at any time by logging into Customer's account. Customer's cancellation will take effect at the end of the relevant paid term.
    7. Customer acknowledges that Services are not tailored to comply with regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA).

  2. SAAS SERVICES AND SUPPORT

    1. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer the Services.
    2. Subject to the terms hereof, Company will provide Customer with commercially reasonable technical support services in accordance with Company’s standard practices.

  3. RESTRICTIONS AND RESPONSIBILITIES

    1. Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); or remove any proprietary notices or labels.
    2. Further, Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
    3. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect and Company's intended purposes, all applicable laws and regulations, and Customer's agreement with Our Family Wizard. Customer agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services or from out-of-date or otherwise inaccurate or incomplete display of OFW calendar data via Services. Customer agrees that Customer may be placed in a class of like customers for the purpose of obtaining such indemnification. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
    4. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, a calendar that can ingest and display an iCalendar/iCal/ICS feed's data, and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

  4. CONFIDENTIALITY; PROPRIETARY RIGHTS

    1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
    2. Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing.
    3. Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

  5. PAYMENT OF FEES

    1. Customer will pay Company the then applicable fees described in the Order/Checkout Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth in this Agreement, is commercially unreasonable and excessive by costing the Company one hundred percent or more in cloud infrastructure costs than Customer is paying, or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer may be billed for such usage and Customer agrees to pay such a bill in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than sixty days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
    2. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

  6. TERM AND TERMINATION

    1. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless parties complete a termination prior to the end of the then-current term.
    2. In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer will pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality and indemnification obligations, warranty disclaimers, and limitations of liability.

  7. WARRANTY AND DISCLAIMER

    Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform support in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND SUPPORT ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

  8. LIMITATION OF LIABILITY

    NOTWITHSTANDING ANYTHING TO THE CONTRARY, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWO MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  9. MISCELLANEOUS

    1. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
    2. Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.
    3. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
    4. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.
    5. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.
    6. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt by recipient's mail server is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
    7. This Agreement shall be governed by the laws of the State of Ohio without regard to its conflict of laws provisions. Any legal action related to this Agreement by Customer or Company (collectively, the “Parties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in Franklin County, Ohio, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from this Agreement. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. Parties agree that this Agreement will not be construed against Company by virtue of Company having drafted it. Customer waives any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
    8. Customer agrees to be bound by Company's Privacy Policy for Services, which is incorporated into this Agreement. The Services are hosted in the United States and are intended to be used by United States citizens over eighteen years of age within the United States.