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Vertster Adwords Tool License and Terms of Use

The Vertster Adwords CTR Validity Checker, available online at http://www.vertster.com/adwords-tool/ ( hereinafter "tool" or "Vertster Adwords Tool") is offered to you (hereinafter "you" or "user") by U-Pro, Inc., 337 South 400 East, Suite 400, Salt Lake City, Utah 84111 USA, subject to the terms and conditions of the “Vertster Adwords Tool License and Terms of Use”  (the "Agreement").

Please read this Agreement carefully, because it is a legal contract and imposes obligations on you as a Vertster Adwords Tool user. By using the tool, you agree to be bound by this Agreement.

1.0 DESCRIPTION OF TOOL.

The Vertster Adwords Tool is a web based software which provides guidance on the statistical relevance of Google Adwords Result Data.

2.0 LICENSE.

U-Pro, Inc. is making this web-based program (the "Vertster Adwords Tool") available free on the Vertster website at http://www.vertster.com/adwords-tool/.  U-Pro, Inc. is licensing you the right to use the Vertster Adwords Tool for free during the time that this Agreement is in effect subject to your compliance with the terms and conditions of this Agreement. The Vertster Adwords Tool is licensed to you for the sole purpose of engaging in personal or commercial use and provided that you do so in accordance with the terms and conditions of this Agreement. All rights relating to the Vertster Adwords Tool that are not expressly licensed in this Agreement, whether now existing or which may hereafter come into existence, are reserved for U-Pro, Inc. This license shall terminate immediately upon any violation by you of this Agreement.

3.0 PROHIBITED CONDUCT.

You represent and warrant that you will not violate any of the requirements of this Agreement and further represent and warrant that:

  • You will not, and will not permit others to reverse engineer, decompile, disassemble, derive the source code of, modify, or create derivative works from the Vertster Adwords Tool.
  • You will not use the Vertster Adwords Tool to engage in or allow others to engage in any illegal activity.
  • You will not engage in use of the Vertster Adwords Tool that will interfere with or damage the operation of the services of U-Pro, Inc. or third parties by overburdening/disabling network resources through automated queries, excessive usage or similar conduct that exceeds the permitted use.
  • You will not sell the Vertster Adwords Tool or charge others for use of the Vertster Adwords Tool.
  • You will not use the Vertster Adwords Tool to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties.
  • You may not claim any sponsorship by, endorsement by, or affiliation with U-Pro, Inc..

4.0 RELEASE AND INDEMNITY.

You agree to release, defend, indemnify and hold harmless U-Pro, Inc., their officers, directors, employees, agents, independent contractors, attorneys, accounts, parent corporations, subsidiary corporations, affiliates, successors, and assigns, from and against any and all liability, claims, actions or demands by yourself or any other party resulting from or relating to your use or misuse of the Vertster Adwords Tool. You waive all laws that may limit the efficacy of such a release or indemnity.

5.0 DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

THE VERTSTER ADWORDS TOOL IS SUPPLIED "AS IS" AND ALL USE IS AT YOUR OWN RISK. U-PRO, INC. DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE VERTSTER ADWORDS TOOL, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE OPERATION OF THE VERTSTER ADWORDS TOOL WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.

Some jurisdictions do not permit disclaimers of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

UNDER NO CIRCUMSTANCES SHALL U-PRO, INC. BE LIABLE TO ANY USER FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF U-PRO, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT, THE VERTSTER ADWORDS TOOL, OR USER'S USE OR MISUSE OF THE VERTSTER ADWORDS TOOL OR ANY OTHER SERVICES PROVIDED BY U-PRO, INC.. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF THE VERTSTER ADWORDS TOOL OR ANY OTHER SERVICES SUPPLIED BY U-PRO, INC. (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), OR ERRORS OF THE VERTSTER ADWORDS TOOL.

Some jurisdictions do not permit limitations of liability. In such jurisdictions, the foregoing limitations may not apply to you.

6.0 INTELLECTUAL PROPERTY.

By accepting this Agreement, you acknowledge that U-Pro, Inc. is the owner of all intellectual property rights in and to the Vertster Adwords Tool including copyright, trademark, patent, trade secret and all other proprietary rights that are existing throughout the world

7.0 CHOICE OF LAW, JURISDICTION, AND VENUE.

This Agreement shall be governed by and construed in accordance with the laws of the United States and the state of Utah. The state and federal courts in Utah shall be the exclusive jurisdiction, forum, and venue to resolve any and all disputes arising out of or relating to this Agreement. You consent to personal jurisdiction and venue in state or federal court in Utah.

8.0 MODIFICATION.

U-Pro, Inc. reserves the right to modify or amend this Agreement at any time and for any reason or for no reason at all, in their sole discretion, without notice. Please review the version of this Agreement at http://www.vertster.com/adwords-tool/terms.asp from time to time in order to keep current with its terms and conditions.

9.0 TERM AND TERMINATION.

This Agreement is terminable at will by you or by U-Pro, Inc. for any reason or for no reason at all, in either your, U-Pro, Inc.' sole discretion. This Agreement shall terminate immediately upon any breach by you.  All provisions of this Agreement which by their nature extend beyond termination remain in effect until fulfilled and apply to respective successors and assigns.

10.0 MODIFICATION OF THE Vertster Adwords Tool.

U-Pro, Inc. reserves the right to modify the Vertster Adwords Tool at any time and for any reason, or for no reason at all, in U-Pro, Inc.' sole discretion, without notice. U-Pro, Inc. also reserves the right to cease offering the Vertster Adwords Tool at any time and for any reason, or for no reason at all, in U-Pro, Inc.' sole discretion.