End User License Agreement

Quality Care for Children End User License Agreement

This End User License Agreement (this "Agreement") is a legal agreement between you, (the "User"), and Quality Care for Children ("QCC") related to your use of the All Georgia Kids Child Care Search hosted solution associated with this Agreement (the "QCC Hosted Solution"). PLEASE READ THESE TERMS CAREFULLY AS THEY REPRESENT A LEGALLY BINDING CONTRACT BETWEEN YOU AND QCC. BY CLICKING THE "ACCEPT" BUTTON BELOW OR USING THE QCC HOSTED SOLUTION, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU WILL NOT BE ABLE TO USE THE QCC HOSTED SOLUTION.

ELIGIBILITY

Access or use of the QCC Hosted Solution is void where prohibited by applicable law. The QCC Hosted Solution is not intended for children under the age of 13 years of age without parental consent and supervision. By accessing or using the QCC Hosted Solution, you represent that you are at least 13 years of age.

LICENSE AND GENERAL USE RESTRICTIONS

QCC hereby grants to the User a limited, nonexclusive, nontransferable, revocable license to use the QCC Hosted Solution for Non-Commercial Use in the Permitted Territory to search for available childcare services, and for no other purpose. Notwithstanding the foregoing, the User shall not license, distribute, or otherwise use any part of the QCC Hosted Solution for any Commercial Use, without QCC's prior written consent. "Non-Commercial Use" means personal use and use for internal business purposes. "Commercial Use" means any use that yields a profit or monetizes in any way the use of the QCC Hosted Solution itself. As used herein, the term "Permitted Territory" means the United States.

Without limiting the generality of the foregoing, any access to any QCC Hosted Solution by automated inquiry devices, robots, or repetitive data gathering and extraction tools, routines, scripts or other mechanisms with similar functionality that itself is not technology licensed or otherwise provided by QCC for such purposes is expressly prohibited. Each User warrants that it will not access or use the Application in a way in which, in QCC's sole judgment, adversely affects the performance or function of the QCC Hosted Solution or interferes with the ability of authorized parties to access the QCC Hosted Solution. Each User agrees not to associate, input or upload to or through any QCC Hosted Solution any virus, Trojan horse, worm, time bomb or other computer programming routines (i) that is intended to damage, interfere with, intercept or expropriate any QCC system or technology or (ii) that infringe the intellectual property rights of another.

The QCC Hosted Solution is scheduled to be available twenty-four hours a day, seven days a week other than when unavailable for maintenance; however, QCC does not guarantee the availability of the QCC Hosted Solution or that access will be uninterrupted or error-free. QCC reserves the right to interrupt, limit, or suspend the QCC Hosted Solution from time to time for purposes of maintenance, upgrades, modifications, or similar reasons. User understands and agrees that QCC may upgrade or otherwise modify the QCC Hosted Solution at any time in its discretion. User agrees that QCC shall not be held responsible or liable for any damages arising from any interruption, suspension, or termination of the QCC Hosted Solution, regardless of the cause.

Access to and use of the QCC Hosted Solution is provided to User through a combination of a unique user name and password of User's choosing. User shall take all reasonable steps to ensure that no unauthorized person shall access the QCC Hosted Solution using their unique user name and password. User is fully responsible for any and all activities under its user name. User shall notify QCC immediately of any unauthorized access to or use of the QCC Hosted Solution (including unauthorized use of any user name or password) or any breach of security known to User. Unauthorized access to or use of the QCC Hosted Solution is a material breach of this Agreement.

TERM AND TERMINATION

This Agreement shall become effective upon a User's acceptance hereof by click-through below and shall remain in full force and effect thereafter until terminated as provided herein (the "Term"). Either party may terminate this Agreement for convenience at any time upon written notice to the other party. Notwithstanding the foregoing, with respect to any User, this Agreement shall terminate upon a breach by such User of the "LICENSE AND GENERAL USE RESTRICTIONS," "INTELLECTUAL PROPERTY" or "CHILD CARE SERVICES AVAILABILITY" paragraphs of this Agreement without any further action needing to be taken by QCC. Upon the termination of this Agreement for any reason whatsoever all licenses granted hereunder shall immediately terminate and the affected User shall immediately cease and desist from all access to and use of the QCC Hosted Solution, and shall immediately purge from such User's computing devices any cached copies of the QCC Hosted Solution. The terms set forth in the following paragraphs of this Agreement shall survive the termination of this Agreement for any reason: "INTELLECTUAL PROPERTY"; "CHILD CARE SERVICES AVAILABILITY"; "DISCLAIMER OF WARRANTIES"; "LIMITATION OF LIABILITY"; "CHOICE OF LAW" and "ENFORCEABILITY."

SUSPENSION OF RIGHTS

QCC may suspend any User's rights to access the QCC Hosted Solution in QCC's sole discretion including, without limitation, to (1) prevent access to any portion of the QCC Hosted Solution that is not in compliance with the terms and conditions of this Agreement; (2) correct a material error in the QCC Hosted Solution; or (3) comply with a law, regulation or rule or any ruling of a court or other body of competent jurisdiction.

INTELLECTUAL PROPERTY

The User acknowledges that QCC either has licenses to or owns all right, title and interest in and to the QCC Hosted Solution and all content available via the QCC Hosted Solution, including, without limitation, all Intellectual Property Rights. "Intellectual Property Rights" means (i) all patents, patent applications, and certificates of invention, and all continuations, continuations in part, extensions, renewals, divisions, re-issues and re-examinations relating thereto; (ii) all moral rights and copyrights in any work of authorship or other work recognized by foreign or domestic law, by statute or at common law or otherwise, including all copyright registrations and applications therefor, together with any renewal or extension thereof and all rights deriving therefrom; (iii) all, whether registered or unregistered, trademarks, service marks, trade names and trade dress, and all goodwill relating thereto; (iv) all rights in all trade secrets, know-how, and confidential information; and (v) other intellectual property rights protectible under any laws or international conventions throughout the world. The User agrees to not remove, obscure, or alter any copyright, trademark, or other proprietary rights notice affixed to, contained within, or accessed in conjunction with or through the QCC Hosted Solution. The User further agrees not to modify, adapt, translate, prepare derivative works from, transmit, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any portion of the QCC Hosted Solution. Without limiting the generality of the foregoing, in those jurisdictions where law grants a User rights to translate, decompile, reverse engineer, or disassemble the QCC Hosted Solution, that such User cannot waive, and to the extent required by law, such User may exercise such rights to translate, decompile, reverse engineer, or disassemble to the extent necessary to achieve inoperability of the QCC Hosted Solution with an independently created program, but solely in the event that the information necessary to achieve interoperability of the QCC Hosted Solution with an independently created program has not been made available to such User by QCC within a reasonable time upon such User's written request. Such decompilation shall be restricted to the parts of the QCC Hosted Solution that is necessary to achieve interoperability.

CHILDCARE SERVICES AVAILABILITY

The QCC Hosted Solution includes functionality that allows Users to browse the availability of childcare services, and information about such childcare services, including the rates, hours, location, contact information, rating, and quality, and perform searches and side-by-side comparisons. The search functionality accessed via the QCC Hosted Solution (the "Search Functionality") and information obtained through the QCC Hosted Solution (the "Information") are the private property of QCC. The QCC Hosted Solution may display content that is not QCC's. Such content is the sole responsibility of the entity that makes it available. All information Users provide to QCC via the QCC Hosted Solution shall be handled by QCC in accordance with the then-current QCC Privacy Policy. QCC authorizes each User to use the Search Functionality solely to review the availability of childcare services and for no other purpose. Without limitation, Users are not authorized to make the Information available on any website or otherwise reproduce, distribute, copy, store, use or sell the Information for commercial gain without the express written consent of QCC. This is a personal service, thus a User's right to use the Search Functionality or Information is non-assignable. Any access or use of the search functionality provided in the QCC Hosted Solution that is inconsistent with this paragraph is unauthorized and strictly prohibited.

USAGE DATA AND INFORMATION SHARING

QCC can measure and track each User's usage of various features available through the QCC Hosted Solution. QCC may share this information with its affiliates use this information consistent with the QCC Privacy Policy. In particular, QCC and its affiliates use this information to determine the popularity of and improve the functionality available through the QCC Hosted Solution and to enhance the services QCC makes available to Users. Consistent with the QCC Privacy Policy, QCC does not transfer, assign or convey, in any manner whatsoever, any of the information measured to third parties. If a User does not wish to have their usage measured, such User should not use the QCC Hosted Solution.

OUTBOUND LINKS

The QCC Hosted Solution may contain links to third-party websites and resources (collectively, "Linked Sites"). These Linked Sites are provided solely as a convenience to Users and not as an endorsement by QCC of the content on such Linked Sites. QCC makes no representations or warranties regarding the correctness, accuracy, performance or quality of any content, software, service or application found at any Linked Site. QCC is not responsible for the availability of the Linked Sites or the content or activities of such sites. If a User decides to access a Linked Site, such User does so at its own risk. In addition, each User's use of a Linked Site is subject to any applicable policies and terms and conditions of use, including but not limited to, such Linked Site's privacy policy.

TAXES

User agrees to be responsible for any and all taxes, duties, tariffs, or other such assessments of any value relating to this Agreement.

EXPORT CONTROL LAWS

User agrees to comply with all United States and all other applicable laws, rules, and regulations relating to the export, re-export, or transshipment of the QCC Hosted Solution.

U.S. GOVERNMENT END-USERS

The QCC Hosted Solution is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) (or an equivalent provision, e.g., in supplements of various U.S. government agencies, as applicable), all Users who are U.S. Government end users acquire the QCC Hosted Solution with only those rights set forth herein.

DISCLAIMER OF WARRANTIES

THE USER HEREBY ACKNOWLEDGES AND AGREES THAT THE USE OF THE QCC HOSTED SOLUTION IS ENTIRELY AT THE USER'S OWN RISK. THE QCC HOSTED SOLUTION IS PROVIDED FREE OF CHARGE, ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY, ACCESSIBILITY AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED BY QCC TO THE FULLEST EXTENT PERMITTED BY LAW. QCC MAKES NO WARRANTY WITH RESPECT TO THE ACCURACY, SECURITY, TIMELINESS, CONTENT OR PERFORMANCE OF THE QCC HOSTED SOLUTION. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO EVERY USER. THIS AGREEMENT GIVES USERS SPECIFIC LEGAL RIGHTS. USERS MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. EACH USER AGREES AND ACKNOWLEDGES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, QCC SHALL NOT BE LIABLE TO ANY USER OR ANY THIRD PARTY, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOSS OF DATA OR DATA USE, LOST SAVINGS, OR COSTS OF PROCURING SUBSTITUTE GOODS ARISING OUT OF THIS AGREEMENT, DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), USE OF THE QCC HOSTED SOLUTION OR OTHERWISE, EVEN IF QCC HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THIS LIMITATION OF LIABILITY SHALL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF QCC OR IN THE EVENT OF PERSONAL INJURY OR DEATH. IN NO EVENT SHALL THE LIABILITY OF QCC FOR ANY DAMAGES (DIRECT OR OTHERWISE), PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE OF ANY TYPE EXCEED, IN THE AGGREGATE, FIFTY UNITED STATES DOLLARS (USD $50.00), ANY CLAIM FOR DAMAGES IN EXCESS THEREOF BEING HEREBY WAIVED BY EACH USER.

CHOICE OF LAW

To the full extent permitted by law, this Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, United States of America, excluding (1) its conflict of law principles; (2) the United Nations Convention on Contracts for the International Sale of Goods; (3) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (4) the Protocol amending the 1974 Convention, done at Vienna, April 11, 1980. The parties declare that they have required that this Agreement and all documents related hereto, either present or future, be drawn up in the English language only. To the full extent permitted by law and consistent with valid entry into a binding agreement, the controlling language of this Agreement is English. To the full extent permitted by law, all correspondence and communications between Users and QCC under this Agreement must be in the English language. THE EXCLUSIVE JURISDICTION FOR ANY ACTION RELATING TO THIS AGREEMENT (WHETHER FOR BREACH OF CONTRACT, TORT OR OTHERWISE) SHALL BE A FEDERAL OR STATE COURT IN ATLANTA, GEORGIA, AND THE PARTIES HEREBY CONSENT TO SUCH EXCLUSIVE JURISDICTION AND IRREVOCABLY WAIVE AND SHALL NOT ASSERT ANY DEFENSES BASED ON LACK OF IN PERSONAM JURISDICTION, IMPROPER VENUE OR INCONVENIENT FORUM. Notwithstanding the foregoing, if and to the extent subsequent separate or ancillary proceedings in another U.S. or foreign court are necessary in order to enforce a judgment of the court in Los Angeles, California, or otherwise as is necessary to provide complete relief and full resolution of all issues in dispute, the parties may institute such subsequent separate or ancillary proceedings in any such U.S. or foreign court, and the parties hereby consent to the non-exclusive jurisdiction of such court and hereby waive any defenses therein based on lack of in personam jurisdiction, improper venue or inconvenient forum. Notwithstanding anything herein to the contrary, QCC shall be entitled to interim relief or provisional remedies before any court having jurisdiction. Each User agrees to the admissibility of computer records and electronic evidence in any dispute herein.

ENFORCEABILITY

If, for any reason, a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, the remainder of this Agreement will continue in full force and effect. WAIVER

Any waiver of any provision of this Agreement will be effective only if in writing and signed by QCC.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersede any other agreement, proposals and communications, written or oral, between the User and QCC with respect to the subject matter hereof.



About Quality Care for Children & 877-ALL-GA-KIDS

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