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1. Participation as a U-Haul Self-Storage Affiliate – Mutually beneficial to USSAN and Affiliate.
USSAN and Affiliate acknowledge and agree that Affiliate’s participation as a U-Haul Self-Storage Affiliate will benefit both USSAN and Affiliate. USSAN and Affiliate each acknowledge that through Affiliate’s use of WebSelfStorage Software and participation in other USSAN programs and benefits, Affiliate will likely see operational efficiency and cost savings in various areas including reservations, point of sale, facility management, payment management and other operational management. Likewise, USSAN will benefit from Affiliate’s participation as a U-Haul Self-Storage Affiliate by allowing service to end customers seeking storage, it will allow for monetary gain for profit, growth and advancements in USSAN products and it will allow for growth in the Network to be used as leverage towards the negotiation of better Network value for the Affiliates.
2. Definitions of U-Haul Self-Storage Affiliate Network and Affiliate (and Company), the parties to this Agreement.
a. "U-Haul Self-Storage Affiliate Network” or “USSAN” " - is eMove, Inc, a Nevada Corporation with a principal place of business in Phoenix, Arizona.
b. “U-Haul Self-Storage Affiliate” or “Affiliate”: – is the owner of a particular storage location(s) (“Owner”), and sometimes where applicable, “U-Haul Self-Storage Affiliate” or “Affiliate” is also a Storage Location Management Company (“Company”) that manages and operates particular storage location(s) for the Owner.
c. Other definitions are included throughout the text of this Agreement.
3. USSAN Participation and Fees.
Affiliate shall be allowed to participate as a U-Haul Self-Storage Affiliate and to participate in USSAN programs (as provided through that designated USSAN website or the “Web Site”) subject to the terms and conditions of this Agreement.
Affiliate shall pay those applicable fee(s) established in accordance with its participation in the USSAN programs. Affiliate acknowledges that certain fee(s) currently in effect are displayed below. Affiliate agrees that all fee(s) shall be subject to modification pursuant to Section 11 below.
Monthly Affiliate Participation Fee: $ 44.95 a month.
Monthly Affiliate Participation Fee for Current U-Haul Dealers: $34.95 a month.
Storage Room Reservation Fees: $20.00 per each confirmed reservation regardless of the source of that reservation.
Other Fees: Affiliate agrees that additional reasonable fees may be charged to Affiliate based on their participation in certain USSAN programs and the services that the Affiliate uses within those programs.
4. Affiliate Participation - Additional Obligations.
a. Affiliate agrees to fully participate as a U-Haul Self-Storage Affiliate by using all tools provided by USSAN and USSAN programs. Affiliate agrees to use all USSAN program tools for the specific purposes for which they are intended;
b. Affiliate agrees to display its unit rental information (i.e. hours of operation, features, prices, sizes and availability) with precise and accurate detail;
c. Affiliate agrees to display, on its primary website, a link (to be provided by USSAN) to the emove.com website, subject to the requirements of Section __.
d. Affiliate agrees and acknowledges that when a storage room(s) reservation has been submitted to it by a customer, the customer has effectively communicated an offer to Affiliate to enter into a transaction for the storage room(s). Furthermore, when Affiliate accepts the reservation, Affiliate and the Customer have entered into a transaction for the storage room(s). Affiliate represents and warrants that Affiliate shall satisfy and perform the transaction according to all agreed upon terms and conditions;
e. Affiliate will not commit more than four reservation cancellations for every six (6) month period.
f. Affiliate acknowledges and agrees to the following:
(i) USSAN and its Web Site function solely as a neutral venue and online web based clearinghouse;
(ii) USSAN does not provide the Affiliate’s storage room rental services to customer;
(iii) USSAN cannot and will not guarantee the ability of a customer to make payment for any of Affiliate’s storage room rental services;
(iv) USSAN cannot and will not guarantee any number of storage room reservations as a result of its participation as an Affiliate;
(v) any and all communications, correspondence, verbal or written, or any warranties or representations, made with regard to the storage room rental services are not provided by USSAN and are specifically and solely between Affiliate and the customer.
5. Affiliate Authorization to Deposit and Withdraw from Affiliate Account.
Affiliate hereby expressly and irrevocably authorizes USSAN and its agent, to DEPOSIT and/or WITHDRAW, from Affiliate identified and provided account(s), those funds contemplated by this Agreement (including but not limited to any charge backs, fees, costs, deductions, adjustments and any other amounts owed to USSAN).
6. System Security and Data Protection.
USSAN is responsible for engaging in those practices and safeguards (electronic, administrative and physical) intended to protect an Affiliate’s customer’s personal information, specifically including a customer’s payment card information (the “Customer’s Information”), that enters USSAN’s WebSelfStorage Software from unauthorized access, disclosure, use and modification. USSAN is not responsible for the protection of Customer’s Information that is stored or transmitted by Affiliate. Specifically, USSAN is not responsible for Customer’s Information that is stored or transmitted outside of USSAN’s WebSelfStorage Software.
Affiliate is responsible for engaging in those practices and safeguards (electronic, administrative and physical) so as to protect Customer’s Information from unauthorized access, disclosure, use and modification.
Affiliate acknowledges and agrees that it has sole responsibility for the security, protection, configuration, and maintenance of its computer systems and local area network. Affiliate acknowledges that its computer systems and local area network may include but not be limited to: computers, laptops, tablets, smartphones, operating systems, software applications/plugins, payment terminals, routers, switches, firewalls, wireless access points, storage devices, file servers, and printers. Affiliate acknowledges and agrees that it will implement and maintain the security, protection, configuration, and maintenance of its computer systems and local area network by doing at least some of the following: configuring devices with a firewall, using antivirus software, using current vendor patches, ceasing use of unsupported software and end-of-life operating systems, restricting access to critical systems with secure user authentication procedures, choosing and protecting strong passwords, encrypting wireless networks (if applicable), and implementing administrative and physical access controls.
Affiliate is exclusively responsible for performing information security awareness training and educating its personnel.
Affiliate will provide immediate notice to USSAN at: (602) 263-6990 if it believes there was or will be a breach of the security and protection of its computer systems and local area network.
7. Third Party Programs.
Affiliate acknowledges and agrees that USSAN does not work with or allow non-affiliated third parties specifically including third party software providers, and their programs, systems, processes, software, routines and methods (the “Third Party Programs”) to make changes, modifications, updates, to create new programming, new routines and/or new integrations with USSAN Programs specifically including the WebSelfStorage Software.
Affiliate acknowledges and agrees that USSAN is will not be involved in the creation, supervision and maintenance of these Third Party Programs. Therefore, Affiliate acknowledges and agrees that USSAN will have no understanding of, support for, or control over, Third Party Programs including their quality, system integration and specifications, improvements or upgrades, data transmission accuracy, data protection safeguards, computer and network system protection and security protocols, title and non-infringement, quiet enjoyment, and/or non-interference.
Based on the aforementioned, Affiliate shall not allow any Third Party Program to hook up to, link with, integrate with or be connected to (collectively “a Link”), any USSAN Program, specifically including WebSelfStorage Software. Affiliate agrees that the prohibition described herein includes but is not limited to a Link via a USSAN provided program tool or a USSAN provided graphical user interface.
8. Customer Reviews.
Affiliate acknowledges that as a result of its participation as a U-Haul Self-Storage Affiliate, it consents to the ability of customers to make comments on the Web Site about Affiliate and/or its services (whether positive, neutral or negative) AND for other customers to read and evaluate those reviews and make voluntary choices based upon those reviews. Affiliate may respond to customer reviews but it shall NOT:
(i) improperly influence in any manner, or cause another to, improperly influence in any manner the review of the customer;
(ii) Post or attempt to post, in any manner or by any means, a self-review.
Upon prior written USSAN approval, Affiliate may post and/or cut and paste, link, and/or copy the content of a customer review from the Web Site to Affiliate’s business website, to any other third party web site and/or on any of Affiliates business or third party marketing/advertising materials regardless of the form;
Affiliate expressly grants USSAN the irrevocable, perpetual, worldwide and royalty free right during the term of this Agreement and thereafter to use customer reviews and Affiliate responses to those reviews for advertising, marketing and business purposes in any manner and in any media that USSAN so chooses whether now known or hereafter devised.
9. Real Time Data Web Services for Affiliates.
Upon request by an Affiliate and consent by USSAN, USSAN will set up for Affiliate a login and password and proper documentation including use of certain technologies, ideas, concepts, know-how, techniques, logic, designs, specifications, software and other technical depictions (the “Documentation”) for web services related to the usage and display by Affiliate of at least the following Affiliate information: unit description, unit prices, unit move in date, facility profile, unit reservation rules, real time unit reservation data and unit availability data (the “Data”).
USSAN grants to Affiliate a limited, non-exclusive, revocable, non-assignable and non-sublicensable right to use the Documentation only for the following purpose: to allow Affiliate to develop an Application Programming Interface (the “API”) to pull the Data from that designated USSAN website and use and display the Data on the Affiliate’s website.
Affiliate agrees that if a reservation happens on its designated website and the customer is redirected to that designated USSAN website to complete the reservation, USSAN will charge Affiliate not only a $20.00 fee for that reservation, but USSAN will also charge a $ 6.95 handling fee to the customer.
Affiliate agrees that it will not use or disclose the Documentation or Data with/to any non-customer third party whereby that third party would use the Documentation or Data to provide services to Affiliate that are the same or similar to those provided by USSAN.
Affiliate agrees that Affiliate’s website for purposes of this provision is and at all times will be Affiliate’s primary business website for self-storage. During the term of this Agreement, Affiliate agrees that it will not host webpages for other Affiliates or allow its webpages to be hosted by a third party.
Affiliate hereby acknowledges that due to its participation in the USSAN programs specifically including but not limited to the WebSelfStorage Software License Program and the Payment Processing Program, USSAN may utilize separate agreements for those programs (“Program Agreements”). USSAN may require Affiliate’s agreement to those Program Agreements before allowing participation in those programs. Affiliate acknowledges that the Program Agreements shall operate as specific service addendums to this Agreement and they shall be fully integrated and incorporated to this Agreement as addenda.
11. Modification of this Agreement and Program Agreements/Conflict of Terms.
Once Affiliate accepts the terms and condition of this Agreement or any Program Agreement, Affiliate hereby agrees and acknowledges that at anytime and in the reasonable and sole discretion of USSAN, USSAN may effectively modify the terms and conditions of this Agreement or any Program Agreement. To do so, USSAN will send to Affiliate by email (to Affiliate’s provided email address) a copy of the Modified Agreement or Modified Program Agreement. If Affiliate does not agree to or rejects the Modified Agreement or Modified Program Agreement, then Affiliate must terminate this Agreement immediately with notice to USSAN at: firstname.lastname@example.org no later than thirty (30) days after the modified Agreement or modified Program Agreement is sent to Affiliate by U-Haul Self-Storage Affiliate Network. Affiliate agrees that its continued participation as an Affiliate thirty (30) days after the Agreement or Modified Program Agreement is sent to Affiliate by USSAN is its express consent and agreement to the Modified Agreement or Program Agreement and to all of their terms and conditions. This Agreement or any Program Agreement shall not be modified, amended, and or changed in any manner by the Affiliate without the consent of USSAN.
Both parties hereby acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any of the Program Agreements, the terms and conditions of this Agreement shall supercede and govern.
12. Disputes between Affiliate and its Customers.
USSAN is not responsible for resolving any disputes between Affiliate and its customers. All disputes must be resolved between Affiliate and its customers. Therefore, if USSAN is contacted by a customer who claims to have a dispute with Affiliate and he/she requests Affiliate’s business contact information (including but not limited to any of Affiliate’s provided phone numbers and/or addresses) to settle the dispute, Affiliate expressly authorizes USSAN to release its provided contact information to the customer and Affiliate agree to release USSAN from any and all liability associated therewith.
13. Affiliate use of USSAN trademarks and copyright materials.
a. USSAN grants to Affiliate a limited, non-exclusive, revocable, non-assignable and non-sublicensable right to use and display the trademarks “U-Haul Self-Storage Affiliate Network” as well as any other trademarks, service marks, brandnames, trade dress (all herein referred to as the “USSAN Marks”) or corresponding or additional USSAN copyrighted materials as part of certain USSAN provided and approved promotional materials, whether in print form or electronic form, including but not limited to, door and window decals, internet links, internet banners, artwork, graphics, signs, documents, brochures and other materials (“herein referred to as the Promotional Materials”), in connection with the following:
(i.) For the purpose of Affiliate’s own advertisement or promotion in conjunction with its participation as an Affiliate and in accordance with the terms of this Agreement;
(ii.) For use in hardcopy or electronic advertising and consistent with (i) above;
(iii.) For use as links from the Affiliate website to www.emove.com and consistent with (i) above. As used in this Agreement, a “link” is a hypertext, text, banner, logo, graphic, or contextual element that permits a user to go from one party’s website to another party’s website by clicking on that element. USSAN grants Affiliate a limited, revocable, non-exclusive and nontransferable license to display that link provided by USSAN but only for the purposes designated in this Agreement. USSAN reserves all rights, title and interests in any provided link. The Affiliate’s right to display a link provided by USSAN terminates automatically upon the termination of this Agreement.
b. Affiliate shall: (i) be responsible for any and all costs of Affiliate’s advertisement and promotion; (ii) maintain Affiliate’s advertisement and promotion in a manner positively reflecting on USSAN; (iii.) always prominently use the following phrase: “U-Haul Self-Storage Affiliate” and disclaimer: “All USSAN trademarks and logos are under a grant of license or permission for use by USSAN”, and; (iv.) include the appropriate “TM” or “ â “symbol with the USSAN Marks.
c. Affiliate shall not: (i) engage in spamming activities that relate or refer, directly or through other links, to, USSAN; (ii) place material on its web site that is materially not appropriate for general and family viewing, such prohibited materials include adult materials, sexual materials, materials advocating violence or hatred, or any material the display of which may be a crime in any state; (iii) use the USSAN Marks in any advertisement or promotion which infringes on the rights of third parties, and; (iv) violate any federal, state or international law.
d. Affiliate shall not, or cause another, at any time, during or after the termination of this Agreement, to use, affix, display, license, distribute, reproduce or copy, the USSAN Marks, except as specifically provided for in this Agreement. U-Haul Self-Storage Affiliate agrees that it will not contest the ownership or validity of the USSAN Marks.
e. Affiliate agrees to comply with directives set forth from time to time by USSAN with respect to the appearance, display and manner of use of the USSAN Marks.
f. Except as specifically provided by the terms of this Agreement, no right, property, license, permission or interest of any kind in or to the USSAN Marks or USSAN copyrighted materials is or is intended to be given, or transferred to, or acquired by, Affiliate. Affiliate shall in no way contest or deny the validity of, or the use of, or the right or title of USSAN, in or to the USSAN Marks and USSAN copyrighted materials, and shall not encourage or assist others directly or indirectly to do so. Affiliate shall not utilize the USSAN Marks or USSAN copyrighted materials in any manner that would diminish their value or harm their reputation. This limited license shall terminate immediately upon termination of this Agreement. Upon termination of this Agreement, Affiliate shall immediately discontinue all use of the USSAN Marks and USSAN copyrighted material and immediately surrender to USSAN all Promotional Materials, and make no further use of the same.
14. USSAN's use of Affiliate trademarks and copyright materials.
Affiliate hereby grants to USSAN, only for the duration of this Agreement, a royalty free, non-exclusive, limited, revocable right, to reproduce, use and display, Affiliate Trademarks for programs, business, services, goods and
related company programs and to promote and advertise the same
through the production of Affiliate Trademarks on certain USSAN
advertisements, promotional materials and web sites.
Affiliate represents and warrants that it is the owner of, or is duly authorized to license the use of, the Affiliate Trademarks hereunder.
15. USSAN Intellectual Property.
USSAN, USSAN Programs and the Web Site contain trademarks, service marks, other copyrighted material, inventions, know how, potential patentable business method material, source code, object code, design logos, phrases, names, logos or HTML Code ("Intellectual Property Content") all of which, unless otherwise indicated and/or provided pursuant to a third party license, is USSAN’s sole property and USSAN retains all appurtenant rights, interests and title thereto. USSAN also claims ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance" and "graphic function" of the Web Site, including but not limited to its color combinations, sounds, layouts and designs. Except as specifically provided by this Agreement, Affiliate agrees and acknowledges that its access to the Web site or participation as a Storage Affiliate does not confer upon it any other license or permission to use USSAN’s (or any third party's) Intellectual Property Content. All other trademarks, service marks and copyrights are held by their rightful owners.
Affiliate shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, or use it in any other way for public or commercial purpose.
Affiliate shall not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Web Site or USSAN Programs
16. Affiliate’s Web Site Interaction and Communication.
Affiliate expressly represents and warrants the following: (1) It is the owner, with all appurtenant rights thereto, of any and all communication, content and/or information that it posts on the Web Site, or; (2) It is the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce and distribute such communication, content and/or information. To only that extent to allow USSAN to use Affiliate’s communication, content and/or information and not violate Affiliate’s rights in the same, Affiliate grants to USSAN a royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to exercise the copyright, publicity and database rights that Affiliate has in its communication, content and/or information. Affiliate further represents and warrants that any and all of Affiliate’s online communication, content and/or information including any response to or interaction with customer reviews (the “Affiliate Online Communication”):
a. Will not violate any federal or state law, regulation, rule, or statute;
b. Will not violate the terms of this Agreement;
c. Will not infringe any third party's intellectual property rights including but not limited to copyright, patent or trademark rights;
d. Will not contain obscene, lewd, or suggestive content and under no circumstances will it contain child pornography;
e. Will not be libelous, threatening, harassing or defamatory;
f. Will not contain any computer hardware or software, viruses, trojan horses, worms, or any other computer programming that may interfere with the operation of this Web Site, operation of any USSAN systems or create or impose a large burden or load on the Web Site;
g. Will not scan or test the vulnerability or security of the USSAN Web Site or any affiliated company web sites or the system within which it operates;
h. Will not be used for commercial or public purposes outside of the requirements of this Agreement;
i. Will not create liability for USSAN in any manner whatsoever, and;
j. Will not frame or link to the Web Site without the permission of USSAN;
Furthermore, Affiliate agrees that USSAN will not exercise control, editorial or otherwise, over any Affiliate Online Communication. USSAN will not ensure the accuracy or reliability of such Affiliate Online Communication nor will it act as a monitor over the content of such Affiliate Online communication. However, USSAN does reserve the absolute right to remove or restrict any Affiliate Online Communication that is in violation of this Agreement, illegal, threatening, or lewd. Affiliate acknowledges and agrees that the Web Site acts as a passive conduit for Affiliate Online Communication.
As a result of the performance of this Agreement, USSAN and Affiliate may disclose to one another, or may otherwise access, learn of or discover, another’s documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, customer information, systems, current and future strategies, marketing information, financial information, software, technologies, processes, Documentation, procedures, methods and applications, Documentation, payment processing rates, tenant insurance commissions (where applicable), trade secrets, special and identified arrangements with one another, or other confidential aspects of one another’s business (the “Confidential Information”). USSAN and Affiliate hereby agree and acknowledge that any and all Confidential Information shall be the intellectual and proprietary information of that party and no party shall, unless it is required for the specific performance of this Agreement, at any time, during or after the termination of this Agreement, directly or indirectly, reveal, disseminate, or disclose, any Confidential Information, to any third party entity that is not a parent entity of USSAN or Affiliate, or that is not under common control of the parent company of USSAN or Affiliate (where “common control” is defined as the ownership of at least fifty percent (50%) of the equity or beneficial interests of such entity). Upon any termination of this Agreement, USSAN may, in its sole discretion, archive Affiliate’s Confidential Information.
18. Non-Competition Covenant.
As set forth in the Agreement, Affiliate acknowledges and agrees that USSAN has conveyed to Affiliate the right to use USSAN proprietary and Confidential Information, certain trade secrets, the “U-HAUL” trademark, other trademarks, copyrights and artwork. Affiliate acknowledges that it uses USSAN Confidential Information and proprietary information, including certain trade secrets, the “U-HAUL” trademark, other trademarks, copyrights and artwork. Affiliate acknowledges that the trademark “U-HAUL” is a registered and well recognized trademark. Affiliate acknowledges that any use of the “U-HAUL” trademark by or for the Affiliate is a benefit for Affiliate and will cause the public to associate the Affiliate with USSAN. Affiliate acknowledges that if Affiliate were to engage in, or assist others in, the operation of an internet based storage affiliate program, that provides membership benefits to independent self-storage operators similar to the “U-Haul Self-Storage Affiliate Program”, during the duration of the Agreement, and for a period of one year thereafter, this would cause customer confusion in the marketplace as customers will associate USSAN with this other storage affiliate program. As a result of Affiliate’s acknowledgments herein and in exchange for Affiliate’s right to use and its use of USSAN Confidential Information and proprietary information, including certain trade secrets, and Affiliate's use of the “U-HAUL” trademark, other trademarks, copyrights and artwork, Affiliate agrees, intends, represents, and warrants as follows:
Affiliate, for itself, its assigns, successors, shareholders, officers, directors, employees, principals, partners, agents, managers and members, shall not, during the term of this Agreement, and for a period of one (1) year after termination of this Agreement for any reason by either party, engage in, or assist others in, the operation of an internet based storage affiliate program that provides membership benefits to independent self-storage operators similar to the USSAN. Because the U-Haul Self-Storage Affiliate Program operates throughout the United States and Canada, this covenant shall apply in each State/Province in which Affiliate operates and throughout the United States and Canada.
Affiliate agrees that the restrictions herein are reasonable in duration, scope, geography, and that sufficient consideration has been provided for Affiliate’s promises hereunder. If any such restriction is deemed by the arbitrator to be unenforceable, illegal or invalid, such a finding will not affect the enforceability of the remainder of this Covenant or the Agreement. If any such restriction is held not to be enforceable in accordance with its terms because of the duration of the provision, the areas covered thereby, or the scope of the activities covered, Affiliate and USSAN agree that the arbitrator making the determination will have the power (and is hereby instructed by the parties) to reduce the duration, area, and/or scope of activities of such restriction, and/or to delete or modify specific words or phrases (it being the intent of the parties that any such reduction or modification be limited to the minimum extent necessary to render such restriction enforceable) and in its reduced or modified form such restriction will then be legal, valid, and enforceable in accordance with its terms and will be enforced.
Affiliate does acknowledge and agree that any breach of this non-competition covenant shall cause USSAN irreparable harm and as a result, USSAN will have no adequate remedy at law. Therefore, Affiliate does acknowledge and agree that USSAN does have the right to seek and to obtain injunctive relief for any breach of the non-competition covenant. Furthermore, Affiliate agrees that any of the consideration set forth in this Agreement is sufficient for all of its promises under this section.
19. Interference with USSAN Relationships.
Except with the written consent of USSAN, Affiliate shall not interfere with the current or potential relationship between USSAN, and its employees, customers, other affiliates, related companies and the agents of those related companies
This Agreement shall remain in effect until it is terminated. Either party may terminate this Agreement at any time, without cause and for any reason, upon thirty (30) days prior written notice (e-mail notice to that appropriate Party’s representative is sufficient written notice hereunder). Either party may terminate this Agreement immediately, for cause, upon prior written notice (e-mail notice as discussed above is sufficient) including, but not limited to, any material breach of the terms of this Agreement. Any termination of this Agreement is also an effective termination of any Program Agreement. All provisions relating to Affiliate account authorizations, confidentiality, intellectual property, customer reviews, limitation of liability and arbitration of disputes shall survive any termination of this Agreement
Affiliate shall indemnify, defend and hold harmless USSAN and its parent(s) and related companies, and their directors, officers, agents, employees, subcontractors and independent contractors, and each of them, for, from and against, any and all claims, demands, causes of action, costs, damages, expenses, losses and liabilities incurred or to be incurred (including reasonable attorneys’ fees), arising out of or resulting from Affiliate’s disputes with its customer, Affiliate’s use of Third Party Programs as set forth in Section 7 of this Agreement, Affiliate’s breach of the System Security and Data Protection terms as set forth in Section 6 of this Agreement, Affiliate’s authorizations and account identification as set forth in Section 5 of this Agreement, any other breach of the terms of this Agreement, and including, without limitation, any negligent or intentional, acts or omissions, on the part of Affiliate and Affiliate’s employees. USSAN Agrees that Affiliate’s obligations as set forth herein shall not apply to USSAN’s breach of USSAN obligations under this Agreement or to any intentional acts or omissions by USSAN.
USSAN ITS WEB SITE AND ITS PROGRAMS ARE ALL PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, USSAN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, TITLE AND NON-INFRINGEMENT, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. USSAN DOES NOT WARRANT THAT THE USSAN WEB SITE, WEBSELFSTORAGE SOFTWARE OR ITS PROGRAMS WILL MEET ANY REQUIREMENTS OR NEEDS THAT AFFILIATE MAY HAVE REGARDLESS IF USSAN HAS BEEN ADVISED OF THE SAME, OR THAT ANY PROVIDED SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE PROGRAMS OR SOFTWARE WILL BE CORRECTED, OR THAT THE PROGRAMS OR SOFTWARE ARE COMPATIBLE WITH ANY PARTICULAR AFFILIATE PLATFORM, SYSTEMS, SOFTWARE OR OPERATIONS. USSAN DOES NOT REPRESENT OR WARRANT THAT ITS WEB SITE, SYSTEMS, NETWORKS, DATABASES AND INFRASTRUCTURE WILL BE FREE OR IMMUNE FROM UNAUTHORIZED ACCESS INCLUDING BUT NOT LIMITED TO THIRD PARTY HACKERS. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY.
23. Limitation of Liability.
AFFILIATE AGREES THAT USSAN’s TOTAL LIABILITY TO AFFILIATE FOR ANY AND ALL ACTIONS, CLAIMS, SUITS, LOSSES, DAMAGES, LIABILITIES OR DISPUTES IS SPECIFCALLY LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES RECEIVED BY USSAN FROM AFFILIATE DURING THE TIME OF AFFILIATE’S PARTICIPATION HEREUNDER OR (B) $100.00.
IN NO EVENT SHALL USSAN BE LIABLE TO AFFILIATE OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE USSAN WEBSITE OR PROGRAMS OR THE WEBSELFSTORAGE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF USSAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement may be assigned by USSAN to any related USSAN company upon notice to Affiliate. This Agreement may not be assigned by Affiliate without the written consent of USSAN.
Each provision of this Agreement is intended to be severable. If any term, covenant, condition, or other provision herein is unlawful, invalid or unenforceable for any reason whatsoever, and such illegality, invalidity or unenforceability does not affect the remaining parts of this Agreement, then all such remaining parts hereof shall be valid and enforceable and have full force and effect as though the invalid or unenforceable provisions had not been included. A waiver of any part of or performance under this Agreement shall not constitute a waiver of the whole.
The headings contained in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provision hereof.
This Agreement supersedes any and all prior discussions and agreements and the parties in this Agreement to the extent set forth herein contains the sole, final and complete expression and understanding between the parties hereto with respect to the transactions contemplated hereby, except as may be amended by the WebSelfStorage Web Site and Software License Agreement.
28. Arbitration of Disputes.
USSAN and Affiliate agree that because the transactions contemplated by this Agreement affects and involves interstate commerce, the Federal Arbitration Act, 9 U.S.C. Section 1, et. seq., shall govern this arbitration provision between the parties.
USSAN and Affiliate agree that any and all disputes, lawsuits, controversies, legal actions or legal claims (all collectively an “Action”) arising out of or relating to this Agreement shall be settled by mandatory and binding arbitration. The arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The findings of the arbitrator may not change the express terms of this Agreement and shall be consistent with the arbitrator's understanding of the findings a court of proper jurisdiction would make in applying the applicable law to the facts underlying the Action. Upon request of USSAN or Affiliate, the arbitrator will keep any part or all of the proceedings confidential so as to protect a party’s confidential information, proprietary information and trade secrets. USSAN and Affiliate agree that with regard to a party’s protection of its confidential information, proprietary information, trade secrets, trademarks, copyrights, goodwill and protection against customer confusion in the marketplace, that a party may seek injunctive relief and an arbitrator may award injunctive relief. This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator shall be binding. USSAN AND AFFILIATE EXPRESSLY AGREE THAT ANY ACTION SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL PERSON OR INDIVIDUAL ENTITY BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. USSAN AND AFFILIATE AGREE THAT THE ARBITRATOR HAS THE AUTHORITY TO AWARD RELIEF ONLY ON AN INDIVIDUAL PERSON OR INDIVIDUAL ENTITY BASIS.
EACH PARTY EXPRESSLY AGREES THAT THE ARBITRATION SHALL BE CONDUCTED IN MARICOPA COUNTY, PHOENIX, ARIZONA.
EACH PARTY ACKNOWLEDGES THAT USSAN HAS ITS PRIMARY BUSINESS OPERATIONS IN PHOENIX, ARIZONA, USSAN EMPLOYEES ARE IN PHOENIX ARIZONA AND THAT USSAN AND ITS COMPUTER SERVERS AND CORPORATE RECORDS ARE IN PHOENIX, ARIZONA. THEREFORE, EACH PARTY EXPRESSLY AGREES THAT MARICOPA COUNTY, PHOENIX, ARIZONA, IS THE MOST CONVENIENT FORUM FOR ARBITRATION.
EACH PARTY AGREES THAT THIS AGREEMENT AND ITS PROGRAM AGREEMENTS SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA WITHOUT REFERENCE TO CHOICE OF LAW RULES.
USSAN and Affiliate agree that if a party files any Action contrary to this provision, the other party can recover their reasonable attorney fees and reasonable costs resulting from those efforts necessary to challenge that filing and to bring the Action back in accordance with the terms of this provision.
29. Compliance with Laws.
USSAN and Affiliate will, in their performances under this Agreement, comply with all applicable federal and state laws, rules, statutes and regulations.
30. USSAN's relationship with Affiliate.
Affiliate agrees and acknowledges that its execution of this Agreement, its provision of services to customers and/or its use of USSAN Programs, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with USSAN.
31. Release/Waiver of Liability.
Affiliate hereby waives and releases USSAN (its officers, directors, agents, representatives, subsidiaries, related companies and each of their employees) from any claims, liabilities, demands, losses and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes between Affiliate and its customers. This provision survives any termination of this Agreement.
32. Record Keeping.
During the term of the Agreement and thereafter, USSAN reserve the right to keep all records of any and all transactions and communications between Affiliate and customer for administration purposes or for other legal purposes. This provision survives any termination of this Agreement.
33. Copyright Infringement Policy.
Pursuant to 17 United States Code 512(c)(2) ("Digital Millennium Copyright Act of 1998"), USSAN’s designated agent for notice of alleged copyright infringement appearing on the Web Site:
2727 N. Central Ave.
Phoenix, Arizona 85004
Phone: (602) 263-6990
Fax : (602) 745-7306
The requirements specified in Title II of the Digital Millennium Copyright Act of 1998 must be complied with to file a notice of infringement. The text of this statute can be found at the U.S. Copyright Office web site, http://lcweb.loc.gov/copyright/.
The Owner/Affiliate and USSAN hereby represent and warrant that they have authority to enter into this Agreement and to be bound by its terms and conditions.The Company represents and warrants that it enters into this Agreement on behalf of itself and the Owner and that it has the full authority to do so. This Company agrees that this Agreement inures to the benefit of the Owner of the particular storage location(s).
WebSelfStorage® WEB SITE AND SOFTWARE LICENSE AGREEMENT
The following is a non-exhaustive list of definitions that shall apply to the WebSelfStorage Web Site and WebSelfStorage Software; other definitions are included throughout the text:
1. "Web Site" - WebSelfStorage web site located at emove.com or www.webselfstorage.com;
2. "Software" - WebSelfStorage Software;
3. "You", "Your", "User" - an entity, organization or corporation who, pursuant to this License Agreement, is granted a license to use the WebSelfStorage Software on the WebSelfStorage web site;
4. "We", "Us", "Our" - eMove, Inc. d/b/a U-Haul Self Storage Affiliate Network;
5. "License Agreement" - Agreement for the license of the WebSelfStorage Web Site and Software (WebSelfStorage Web Site and Software License Agreement).
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises hereinafter set forth, the parties agree as follows:
IMPORTANT: YOU SHALL READ THESE TERMS CAREFULLY BEFORE ACCESSING THE WebSelfStorage WEB SITE OR USING THE WebSelfStorage SOFTWARE. BY ACCESSING THE WebSelfStorage WEB SITE OR USING THIS WebSelfStorage SOFTWARE, YOU REPRESENT AND WARRANT THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS WITHOUT EXCEPTION. A LOGIN ID AND PASSWORD IS REQUIRED FOR ACCESS TO THE WebSelfStorage WEB SITE AND USE OF THE WebSelfStorage SOFTWARE.
1. Grant of License:
Subject to the provisions of this License Agreement, We grant You a limited, non-exclusive, non-transferable, and non-assignable object code license (“License”) to access the Web Site and use the Software for which this License is intended for internal business purposes only. This License includes any documentation files accompanying the Software ("Documentation"). This License requires that Your use of the Software and Documentation be specifically limited to use by You and Your authorized users solely for Your business purposes and for those purposes for which the Software is intended. The Software and Documentation shall not be used in the operation of a service bureau or for the benefit of any other person or entity.
2. Term of License:
This License Agreement is effective upon the date of first use of the Software. This License Agreement shall remain in full force and effect unless terminated by either party, for any reason, by written notice (e-mail notification is sufficient) to the other. Both parties acknowledge that a termination of this License Agreement solely does not terminate the eMove Storage Affiliate Agreement.
3. Sole Provider:
During the term of this License Agreement, You agree and acknowledge that We shall be the Sole Provider of all of Your requirements for online, web-based, self-storage management and point of sale software. Furthermore, during the term of this License Agreement, You agree that You shall not use (including any use on a trial or beta-test basis) any other self-storage management and point of sale software or enter into a contract for such software.
4. WebSelfStorage® Web Site and Software Ownership:
You have no ownership rights in Our Web Site or the Software. You only have a right to use the Software as long as this License remains in full force and effect. Ownership of the Web Site, Software, Documentation, any materials and all intellectual property rights therein shall remain at all times with Us or that party from which the same is licensed. Any other use of the Web Site, Software or Documentation, by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement.
5. Software Protection:
You acknowledge and agree that the Software contains proprietary and confidential trade secret information. You hereby agree to maintain at all times the confidentiality of the Software.
You agree to communicate the terms and conditions of this License Agreement to those persons employed by You who come into contact with the Software, and to use all best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Software for the purpose of deriving the source code of the Software.
The Software and Documentation contain material, including source code, that is protected by United States Copyright Law and trade secret law, and by international treaty provisions.
You shall not reverse engineer, decompile, translate, adapt, or disassemble the Software, nor shall You attempt to create the source code from the object code for the Software. You may not transmit the Software over any network or between any devices. Any and all derivative works, improvements and enhancements of the Software shall be Our sole intellectual property and shall be assigned to Us.
You shall not remove, or attempt to remove, any copyright, trademark, or other proprietary notice from any of the Web Site, Software, or Documentation.
All rights not granted to You herein are expressly reserved by Us.
6. Export Restrictions:
This License Agreement is expressly made subject to any laws, regulations, orders, or other restrictions on the export from the United States of America of the Software or information about such Software that may be imposed from time to time by the government of the United States of America. You shall not export the Software, Documentation, or information about the Software and Documentation without Our consent and compliance with such laws, regulations, orders, or other restrictions.
This License Agreement is integrated into the U-Haul Self Storage Affiliate Network Agreement so as to be one agreement and all other terms and conditions of the U-Haul Self Storage Affiliate Network Agreement shall remain in place and effective.
8. WARRANTY DISCLAIMER:
THE SOFTWARE AND OTHER INFORMATION IS DELIVERED TO YOU “AS IS” AND WITH ALL FAULTS. WE, OUR SUPPLIERS AND CERTIFICATION AUTHORITIES DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, CERTIFICATE AUTHORITY SERVICES OR OTHER THIRD PARTY OFFERINGS. EXCEPT TO
THE EXTENT ANY WARRANTY, CONDITION, REPRESENTATION, OR TERM CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, WE AND OUR SUPPLIERS AND CERTIFICATION AUTHORITIES MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE PROVISIONS OF SECTIONS 8 AND 9 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, HOWSOEVER CAUSED, BUT THIS SHALL NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE SOFTWARE AFTER TERMINATION OF THIS AGREEMENT.
9. Compliance with License:
You agree that upon Our request or the request one of Our authorized representatives, You will, within thirty (30) days of receiving the request, fully document and certify that the use of any and all Software at the time of the request is in conformity with Your valid licenses from Us.
BY CLICKING “I ACCEPT” YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO EXECUTE AND ENTER INTO THIS LICENSE AGREEMENT AND BE BOUND BY ITS TERMS AND CONDITIONS.