End User License Agreement

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN EACH END USER (Referenced herein for the purposes of this EULA as “You” or the “Authorized User”) AND LINEUP MANAGEMENT SERVICES, LLC (“We” or “Lineup”).  YOU SHOULD FIRST READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT (“EULA”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE LINEUP SOFTWARE, PLATFORM, SYSTEM, OR INFORMATION (Referenced herein for purposes of this EULA as the “LINEUP SOLUTION”).  LINEUP IS WILLING TO LICENSE THE USE OF THE LINEUP SOLUTION TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA.  IF YOU DO NOT AGREE WITH THIS EULA OR IF YOU HAVE NOT GAINED ACCESS TO THE LINEUP SOLUTION PURSUANT TO THE EXECUTION OF THE LINEUP PRICING & ORDER FORM AND ITS RELATED EXHIBITS/SCHEDULES AND APPLICABLE STATEMENT OF WORK WITH LINEUP, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE LINEUP SOLUTION AND ARE INSTRUCTED TO EXIT THE LINEUP SOLUTION IMMEDIATELY.

Terms and Conditions

1.              LICENSE GRANT. The LINEUP Solution is provided by LINEUP, and this EULA provides to You a personal, revocable, limited, non-exclusive, and non-transferable license to use the LINEUP Solution conditioned on your continued compliance with the terms and conditions of this EULA.  If You are using the LINEUP Solution on behalf of a company or other form of legal entity, please note that such a company or entity must have a separate agreement with LINEUP regarding access and usage privileges for the LINEUP Solution, including, without limitation, a Pricing & Order Form.  Notwithstanding the foregoing, your use of the LINEUP Solution will also be subject to the terms and conditions of this EULA.  You may print and download materials and information from the LINEUP Solution solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information and that You do not further distribute or disclose such materials and information. 

2.              RESTRICTIONS.  You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any legends, notices, or markers, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the LINEUP Solution.  Moreover, You may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the LINEUP Solution or in any way reproduce or circumvent the navigational structure or presentation of the LINEUP Solution to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the LINEUP Solution; (ii) attempt to gain unauthorized access to any portion or feature of the LINEUP Solution, including, without limitation, the account of another Authorized User(s), or any other systems or networks connected to the LINEUP Solution or to any LINEUP server or to any of the services offered on or through the LINEUP Solution by hacking, password “mining,” or any other illegitimate or prohibited means; (iii) probe, scan, or test the vulnerability of the LINEUP Solution or any network connected to the LINEUP Solution, or breach the security or authentication measures for the LINEUP Solution or any network connected to the LINEUP Solution; (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the LINEUP Solution; (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the LINEUP Solution or LINEUP’s systems or networks or any systems or networks connected to the LINEUP Solution; (vi) use any device, software, or routine to interfere with the proper working of the LINEUP Solution or any transaction conducted on or through the LINEUP Solution or with any other person’s or entity’s use of the LINEUP Solution, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal You send to LINEUP on or through the LINEUP Solution; (viii) use the LINEUP Solution to harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, or otherwise permit third parties to access and use the LINEUP Solution (or any part thereof) without LINEUP’s express, separate, and prior written permission; or (x) use the LINEUP Solution in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact LINEUP. 

3.              AUTHORIZED USER OBLIGATIONS.  You represent and warrant to LINEUP that (i) You are of the legal age of majority and are generally authorized and able to fulfill and perform the obligations and meet the conditions of an Authorized User as specified herein, (ii) You have all rights and permissions necessary to submit, display, or make available any materials or information submitted to the LINEUP Solution and have obtained at your sole expense all necessary consents, rights, permissions, and clearances (and provided LINEUP with reasonable proof thereof (if requested)) required for LINEUP to use such materials or information in connection with the LINEUP Solution; and (iii) You have all required permits, licenses, and other governmental authorizations and approvals to use the LINEUP Solution for your purposes.  You also represent that You are able to assume all responsibility for your use, and the results of your use, of the LINEUP Solution, including meeting any legal or certification standards or any requirements of your contracts with third parties or other persons.  You access and use the LINEUP Solution on your own volition and are responsible for compliance with all applicable laws with respect to your use.  In particular, You shall not export the LINEUP Solution (or access thereto) without complying with such laws, orders, restrictions, or regulations.  You also acknowledge and agree that use of the Internet and access to the LINEUP Solution is solely at your own risk.  While LINEUP has endeavored to create a secure and reliable solution, You should understand that the confidentiality or reliability of any information or material transmitted or stored with the LINEUP Solution or to/from the LINEUP Solution over the Internet or other form of global communication network cannot be guaranteed.  You must make your own determination as to such issues.  You also agree to assume all responsibility for obtaining and paying for all licenses and costs for third party software and hardware necessary for implementation of the LINEUP Solution, and maintaining and backing up any of your data notwithstanding any of LINEUP’s responsibilities.  Any support, training, updates, upgrades, storage, security, or maintenance of or for the LINEUP Solution shall only be available pursuant to the terms and conditions of a separate written agreement with LINEUP (as agreed to by LINEUP in its sole discretion). 

4.              OTHER TERMS AND CONDITIONS. This EULA remains subject to the Pricing & Order Form and its exhibits mutually agreed upon and signed separately by You and LINEUP. This EULA is only for the permitted licensed use of the LINEUP Solution.  If there is a conflict between this EULA and any applicable Pricing & Order Form and its exhibits/schedules, LINEUP’s Pricing & Order Form shall control. 

5.              AUTHORIZED USER NAME HANDLING POLICY.  Registration as an Authorized User for access to certain areas of the LINEUP Solution may require both a user name and a password.  Only one Authorized User can use one user name and password and, thus, one account.  By limiting access, it helps avoid unauthorized usage by other persons or entities because anyone with knowledge of both your user name and password can gain entry to the LINEUP Solution and to your account.  Accordingly, by using the LINEUP Solution, You agree to consider your user name and password as confidential information and to keep your user name and password confidential.  You also agree not to use another Authorized User’s user name and password.  You will immediately notify LINEUP if You become aware of any loss or theft of your password or any unauthorized use of your user name and password.  LINEUP cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.  LINEUP reserves the right to delete or change a user name or password at any time and for any reason. 

6.              PRIVACY POLICY.  You understand, acknowledge, and agree that the operation of certain areas of the LINEUP Solution requires the submission, use, and dissemination of various personally identifiable information.  Accordingly, if You wish to access and use those areas of the LINEUP Solution, You acknowledge and agree that your use of the LINEUP Solution will constitute acceptance of LINEUP Solution’s personally identifiable information collection and use practices.  Please see LINEUP’s Privacy Policy (https://www.Lineup.org/privacy-policy) for a summary of LINEUP’s personally identifiable information collection and use practices.

7.              PROPRIETARY RIGHTS. This EULA provides only a limited license to use the LINEUP Solution.  Except as expressly provided herein, LINEUP does not grant any express or implied right to You or any other person under any intellectual or proprietary rights.  Accordingly, You expressly acknowledge and agree that LINEUP transfers no ownership or intellectual property interest or title in and to the LINEUP Solution to You or anyone else.  All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the LINEUP Solution, unless otherwise indicated, are owned, controlled, and licensed by LINEUP (or its licensors, affiliates, or subsidiaries) and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations.  Unless otherwise noted, the LINEUP Solution is Copyright © 2016-2017 Lineup Management Services, LLC.  All rights reserved.  LINEUP and all other names, logos, and icons identifying LINEUP and its programs, products, and services are proprietary trademarks of LINEUP, and any use of such marks, including, without limitation, as domain names, without the express written permission of LINEUP is strictly prohibited.  Other product and company names mentioned herein may be the trademarks and/or service marks of their respective owners.

8.              CONFIDENTIALITY. You acknowledge and agree that the LINEUP Solution contains confidential or nonpublic information that is the trade secret(s) of LINEUP and/or its licensors (the “Confidential Information”).  You agree to secure and protect the confidentiality of the Confidential Information of LINEUP (and/or its licensors) in a manner consistent with the maintenance of LINEUP’s rights therein, using at least as great a degree of care as You use to maintain the confidentiality of your own confidential information of a similar nature, but in no event using less than reasonable efforts.  You shall not, nor permit any third party to, sell, transfer, publish, disclose, or otherwise make available any portion of the Confidential Information to third parties, except as expressly authorized in this EULA.

9.              FEEDBACK.  LINEUP welcomes your feedback and suggestions about LINEUP’s products or services or with respect to how to improve the LINEUP Solution.  By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to LINEUP, You represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to LINEUP and enable LINEUP to use such Feedback.  In addition, any Feedback received through the LINEUP Solution will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for LINEUP to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary. 

10.           LINKS TO OTHER SITES.  LINEUP may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and services.  These sites have not necessarily been reviewed by LINEUP and are maintained by third parties over which LINEUP exercises no control.  Accordingly, LINEUP expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third party Web sites.  Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.

11.           DISCLAIMER.  EXCEPT AS OTHERWISE EXPRESSLY AGREED BY LINEUP, THE LINEUP SOLUTION IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS.  LINEUP MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE LINEUP SOLUTION AT ANY TIME AND FOR ANY REASON.  OTHER THAN THE RIGHT TO FULFILL ITS OBLIGATIONS UNDER THIS EULA, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LINEUP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF INTERFERENCE WITH ENJOYMENT OF INFORMATION, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.  MOREOVER, YOU ACKNOWLEDGE AND AGREE THAT LINEUP DOES NOT WARRANT THAT THE LINEUP SOLUTION WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS OR MEET ANY LEGAL OR CERTIFICATION STANDARD.  BECAUSE THE LINEUP SOLUTION IS BASED ON YOUR RULES, REQUIREMENTS, AND DATA, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LINEUP SOLUTION IS WITH YOU.  IF THIS DISCLAIMER OF WARRANTY IS HELD TO BE UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION IN ANY MANNER, THEN ALL EXPRESS AND/OR IMPLIED WARRANTIES MANDATED BY SUCH COURT SHALL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS FROM THE COMMENCEMENT OF THE INITIAL PERIOD FOR THE LINEUP SOLUTION AND NO WARRANTIES SHALL APPLY AFTER THIS THIRTY (30) DAY PERIOD.

12.           LIMITATION OF LIABILITY. YOU acknowledge and agree that LINEUP shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond LINEUP’S control, including, but not limited to, failure of electronic or mechanical equipment, telephone or GENERAL other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other GENERAL labor problems, wars, or governmental restrictions.  LINEUP also assumes no responsibility for YOUR FAilure to comply with any applicable law or regulation.  YOU ALSO ACKNOWLEDGE AND AGREE THAT LINEUP will not be liable to YOU, or anyone claiming under or through YOU, for any indirect, special, punitive or consequential damages (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF BUSINESS, PROFITS, OR INFORMATION), regardless of whether LINEUP was advised of the possibility of such damages.  your individual rights differ from any obligations that LINEUP may owe to any entity pusruant to a separate written agReement with LINEUP.  Accordingly, The ENTIRE liability of LINEUP for any claim arising out of or in connection with THIS EULA shall not exceed one hundred dollars ($100).

13.           GOVERNING LAW.  This EULA has been made in and will be construed and enforced solely in accordance with the laws of the District of Columbia.  You and LINEUP each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the courts of the District of Columbia for any disputes between You and LINEUP under or arising out of this EULA.  Any claim You might have against LINEUP must be brought within four (4) years after the cause of action arises, or such claim or cause of action is barred.  In addition, You agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA and that each Party has the right to seek attorneys’ fees in any proceeding.  You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this EULA and is hereby disclaimed.  LINEUP makes no representation that the LINEUP Solution is appropriate or available for use in other locations, and access to the LINEUP Solution from territories or nations where any aspect of the LINEUP Solution is illegal is prohibited.  You access the LINEUP Solution on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the LINEUP Solution.  Notwithstanding the foregoing, LINEUP agrees that the provisions of this Agreement shall not supersede any remedies granted to the United States government to the extent permitted by law or regulation.  

14.           ENFORCING SECURITY ON THE SITE.  In accordance with applicable law, LINEUP reserves the right to view, monitor, and record activity on the LINEUP Solution.  Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the LINEUP Solution as well as to disclosures required by or under applicable law or related government agency actions.  LINEUP will also comply with all court orders involving requests for such information.  In addition to the foregoing, LINEUP reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the LINEUP Solution, or any portion of the LINEUP Solution, in order to protect the LINEUP Solution, LINEUP, or LINEUP’s business.

15.           TERM AND TERMINATION. Assuming You have also executed an applicable Pricing & Order Form and its respective Order and Statement of Work, as mutually agreed upon with LINEUP for access to the LINEUP Solution, this EULA will take effect as stated therein, and is effective until terminated as set forth below or until expired or terminated as set forth in the Pricing & Order Form.  This EULA will terminate automatically if You have failed to execute or no longer have in place an active and mutually agreed upon Order and Statement of Work under the Pricing & Order Form.  You may also terminate this EULA at any time by ceasing to use the LINEUP Solution and complying with the termination provisions of the Pricing & Order Form, but all applicable provisions of this EULA will survive termination, as identified below.  Upon termination and in accordance with law, You must destroy all copies of any aspect of the LINEUP Solution in your possession.  In addition to the “Miscellaneous” provision, the provisions concerning restrictions, LINEUP Solution’s proprietary rights, feedback, disclaimer of warranty, enforcing security, and limitation of liability will survive the termination of this EULA for any reason.

16.           GOVERNMENT RESTRICTED RIGHTS.  The LINEUP Solution is provided to the United States of America and its or their respective instrumentalities, agencies, or offices, regardless of form (collectively, the “Government”) with RESTRICTED RIGHTS and/or LIMITED RIGHTS, as applicable.  Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (g) of the Rights in Data – General clause at 48 C.F.R. 52.227-14, or subparagraphs (b)(1) and (2) of the Commercial Computer Software License at 48 C.F.R. 52.227-19, as applicable.  All LINEUP products and materials, including the LINEUP Solution, are commercial in nature, developed at private expense, and were not first produced in the performance of any Government contract.  Accordingly, the data, software and documentation available through the LINEUP Solution are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.  Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.  For any use of the LINEUP Solution that would require compliance by LINEUP with a particular government requirement not identified herein or that would affect LINEUP’s rights, the applicable government entity, agency, or office must notify LINEUP of said government requirement and obtain a waiver or exemption from such requirements for the benefit of LINEUP before any government access to the LINEUP Solution.  Any government licensee shall also affix the following “Restricted Rights Notice” (or substantially similar version thereof) to any copy of any LINEUP computer software or data made available to any (U.S. Government) Authorized User, in whole or in part (and modified per the particular contract):

Restricted Rights

Use, reproduction, or disclosure is subject to restrictions set forth in any Pricing & Order Form with LINEUP.

 

With respect to LINEUP data, any Government Licensee shall also affix the following to any copy of LINEUP Extractable Data made available to any U.S. Government Authorized User, in whole or in part:

 

Limited Rights Notice (Dec 2007)

 

(a)   These data are submitted with limited rights under Government Contract No. [______].  These data may be reproduced and used by the Government with the express limitation that they will not, without written permission of the Contractor, be used for purposes of manufacture and not disclosed outside the Government, except that the Government may disclose these data outside the Government for the following purposes, if any; provided that the Government makes such disclosure subject to prohibition against further use and disclosure:  none.  [Agencies may list additional purposes as set forth in 27.404(c)(1) or if none, so state.]

 

(b)   This Notice shall be marked on any reproduction of these data, in whole or in part.

 

17.           MISCELLANEOUS.  You acknowledge that any breach, threatened or actual, of this EULA will cause irreparable injury to LINEUP, such injury would not be quantifiable in monetary damages, and LINEUP would not have an adequate remedy at law.  You therefore agree that LINEUP shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA.  Accordingly, You hereby waive any requirement that LINEUP post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to LINEUP to enforce any provision of this EULA.  You agree that this EULA is for the benefit of You and LINEUP as well as LINEUP’s licensors, affiliates, or subsidiaries.  Accordingly, this EULA is personal to You, and You may not assign your rights or obligations to any other person or entity without LINEUP’s prior written consent. Failure by LINEUP to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by LINEUP of that or any subsequent default or failure of performance.  If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.  No joint venture, partnership, employment, or agency relationship exists between You and LINEUP as a result of this EULA or your utilization of the LINEUP Solution.  Headings herein are for convenience only.  This EULA, along with LINEUP’s Privacy Policy and any Pricing & Order Form (and its exhibits/schedules), represents the entire agreement between You and LINEUP with respect to use of the LINEUP Solution, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and LINEUP with respect to the LINEUP Solution.  Unless otherwise agreed to by LINEUP, please note that LINEUP reserves the right to change the LINEUP Solution or to change the terms and conditions of this EULA by providing You notice or a copy of such revised version of this EULA.  Your continued use of the LINEUP Solution will be conclusively deemed acceptance of any change to this EULA or the LINEUP Solution.  Any new features or enhancements to the LINEUP Solution, unless otherwise agreed, shall be subject to this EULA.

 


Last updated on July 1, 2019.