|
mango
<br />languages
<br />Mango Languages Library Edition Terms of Sale
<br />These Terms of Sale (this "Agreement") are made and entered into as of December 8, 2016, between Indian River County, a
<br />political subdivision of the State of Florida ("Library"), and Creative Empire, LLC, d/b/a Mango Languages, a Michigan limited liability
<br />company ("Mango").
<br />1. SERVICES; TERM. Subject to the satisfaction of the terms and conditions of this Agreement, Mango shall provide Library
<br />certain services identified as Library Edition. Library Edition shall include the current version of Mango Conversations for all language
<br />offerings as of the Effective Date and the Little Pim language courses as identified in Exhibit A attached hereto and incorporated herein
<br />by reference, and shall also include any new languages, courses or updates to Mango Library Edition or the Little Pim language
<br />courses identified in Exhibit A made from time to time. (collectively, "Services"). The term of this Agreement shall commence on
<br />December 15, 2016, and end on December 14, 2017 (the "Initial Term"). The Initial Term shall automatically be extended for
<br />successive one (1) year terms (each, a "Successor Term") unless either party provides written notice to the other party not less than
<br />thirty (30) days prior to the end of the Initial Term or Successor Term, as applicable, of its intent not to extend the term. During any
<br />such Successor Terms, all terms and conditions of this Agreement shall remain in full force and effect unless modified in writing by the
<br />parties.
<br />2. PAYMENT. Library shall pay Mango $6,360 for the Services during the Initial Term (the "Initial Payment Amount"). Library
<br />shall pay Mango the Initial Payment Amount within 30 days of Library's receipt or initial use of the Services. The Initial Payment
<br />Amount shall be payable by check, wire transfer, or other immediately available funds. Prior to the commencement of each Successor
<br />Term(s), Library and Mango shall agree upon the amount Library shall pay Mango for the upcoming Successor Term (the "Successor
<br />Payment Amount", and Library shall pay Mango the Successor Payment Amount within 30 days of the date of Mango's invoice for the
<br />Services for the Successor Term. The Successor Payment Amount shall be payable by check, wire transfer, or other immediately
<br />available funds.
<br />3. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SERVICES AND
<br />SERVICES PURCHASED BY LIBRARY FROM MANGO ARE PROVIDED "AS IS". MANGO DOES NOT MAKE, AND HEREBY
<br />DISCLAIMS, ANY AND ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF
<br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY
<br />WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. To the maximum extent permitted by
<br />applicable law, neither Mango nor its licensors or distributors shall be liable to the Library for any lost profits, cost of substitute goods or
<br />services, or any form of indirect, special, incidental, consequential or punitive damages from any causes of action arising with respect to
<br />the Services that Library purchases from Mango, whether arising in tort (including negligence), contract, strict liability or otherwise,
<br />whether or not such party has been advised of the possibility of such damage. In no event shall Mango's aggregate liability under this
<br />Agreement exceed the amount actually paid by Library for the applicable Services.
<br />4. WEB-SITE/SOFTWARE ACCESS. To the extent that any Services are accessed through Mango's website ("Website") or
<br />software programs (collectively "Website"), Mango hereby grants the Library's Authorized Users a limited license to access and make
<br />use of such Services. "Authorized Users" means users who are registered borrowers of the Library, those that are walk-ins, and those
<br />who are remote users accessing the Services through the Library's website. Library will make reasonable efforts to protect Mango's
<br />proprietary information (including but not limited to Mango's intellectual property and other similar Content (as defined below)), and will
<br />promptly notify Mango if Library discovers there is unauthorized use of Mango's Services and will cooperate with Mango to mediate the
<br />situation.
<br />5. WEB -SITE LICENSE AND CONDITIONS. As a condition of the Website license granted in paragraph 4 above, Library
<br />agrees:
<br />a. not to download or modify any part of the Website, except with the express and prior written consent of Mango;
<br />b. not to download or copy any account information for the benefit of another merchant;
<br />c. not to resell or make any commercial use of the Website or its Content;
<br />d. not to reproduce, duplicate, copy, sell, resell or otherwise exploit the Website for any commercial purpose without
<br />the express written consent of Mango;
<br />e. not to make any derivative use of the Website or its Content;
<br />6689 Orchard Lake Road #301 1 West Bloomfield, MI 48322-3404 1 1.877.MANGO.11
<br />mangolanguages.com
<br />
|