Church Account


SOFTWARE LICENSE AGREEMENT

Rest In Paradise Expressions, LLC ("Developer") has developed and licenses to users its software program marketed under the name “Rest In Paradise Expressions” (the "Software") for use in or by certain funeral homes and mortuaries as Licensee(s) to allow expressions of condolences for the bereaved (the “Services”). You, the Licensee hereunder desire to utilize a copy of the Software to provide such Services to your clientele. In order to use the Software, you must first agree to the Terms of this Software License Agreement (“License Agreement”). You may not use the Software if you do not accept the Terms provided below.

You can accept the Terms by:

  1. clicking the “Accept” button or agree to the Terms, where this option is made available to you by in the user interface; or
  2. by actually using the Software. In this case, you understand and agree that Developer will treat your use of the Software as acceptance of the License Agreement from that point onwards (collectively “Acceptance”).

You may not use the Software and may not accept the License Agreement if (a) you are not of legal age to form a binding contract with Developer, or (b) you are a person barred from receiving the Software under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

By accepting the Terms as provided above, the License Agreement is executed between Developer and Licensee.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, Developer and Licensee agree as follows:

  1. License. In return for the license fees and other consideration set forth in the attached Exhibit “A” and incorporated by this reference into this Agreement, Developer hereby grants to Licensee and Licensee hereby accepts a limited single user license to use the Software in the United States of America as set forth in this License Agreement (“the License”.) License holders collectively shall hereinafter be referred to as the “Registered Users.” The copy of the Software accessed by Licenses under this License Agreement shall be referred to as the “Licensed Copy.” Licensee is the sole authorized user of the Licensed Copy.

  2. Restrictions. Licensee and Registered Users shall not download, modify, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in, or allow use of the Software to or by anyone else without the prior written consent of Developer.
    1. Licensee and Register User may not (and Licensee and Register User may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, and shall maintain any such information as strictly personal and confidential unless this is expressly permitted or required by law, or unless Licensee has been specifically told that Licensee may do so by Developer, in writing.
    2. Violation of this Section 2 shall, in Licensor’s sole discretion result in the immediate termination of the License Agreement, a new “Activation Fee,” as that term is described below and per violation liquidated damages as explained below.

  3. No Other Rights Granted. Apart from the License Rights enumerated in this License Agreement, the License does not include a grant to Licensee or Registered Users of any right to authorize use of the Software by any person not a party to this License Agreement or to grant right of use to any other person. Each user must be licensed and pay the Activation Fee (“Licensable Activity”), nor any ownership right, title, or interest, nor any security interest or other interest, in any Intellectual Property Rights relating to the Licensed Software nor in any Copy of any part of the Licensed Software. For purpose of this License Agreement “Intellectual Property Rights” shall include all right granted to developer under any applicable law.

  4. TERM OF LICENSE. Except as may be expressly provided otherwise herein or agreed in writing by LICENSOR the License shall continue for a period of one (1) year and renew for successive extended one (1) year terms (“License Term”) until terminated in accordance with Section 6.

  5. Operating Provisions for Licensed Activities.
    1. Use by Authorized Users Only. All access by or of any Licensed Copy shall be solely by Registered Users.
    2. Simultaneous User Limit. No more than one (1) Registered User may use any Licensed Copy at any given time.
    3. Licensee Passwords and Account Security. Licensee shall receive and reserve a “User Name” for use of the Software. Licensee agrees and understands that upon purchasing each User Name for a Registered User, Licensee will be provided a corresponding User ID and Password, necessary to access the Software. The Licensee is responsible for (i) maintaining the confidentiality of User Names and Passwords associated with any account Licensee uses to access the Software and for (ii) ensuring that only the Registered User has access to the User Name and Software. Accordingly, Licensee agrees that Licensee will be solely responsible to Developer for all activities that occur under Licensee’s account, including unauthorized use, known or unknown. If Licensee becomes aware of any unauthorized use of Licensee’s password or of Licensee’s account, Licensee agrees to notify Developer immediately at info@ripexpressions.com. Notwithstanding the foregoing, Developer reserves the rights to seek the liquidated damages and other damages and remedies including injunctive relief available at law, plus attorneys’ fees and costs.

  6. No Right to Backup Copying. As the Software will be accessed and run through Developer’s web-site, Licensee is not permitted to create a Backup Copy or any other copy of the Software.

  7. Terminating the License Agreement. The terms and conditions of this License Agreement shall continue to apply until terminated by either Licensee or Developer as set out below.
    1. If Licensee wants to terminate the License Agreement with Developer, where Developer has made this option available to Licensee, Licensee may do so (a) by giving Developer not less than sixty (60) days prior written notice of the termination date and (b) closing Licensee accounts for all of the Services which Licensee uses by the termination date. Licensee’s notice should be sent, in writing, to Developers notice address which is set out below; through e-mail at info@ripexpressions.com or by calling Developer’s customer support line at 888-502-2203.
    2. Developer may at any time and in its sole discretion, and without prior notice, terminate the License Agreement with Licensee if:
      1. Licensee has breached any provision this License Agreement (or has acted in manner which clearly shows that Licensee do not intend to, or is unable to comply with the terms of this License Agreement); or
      2. Developer is required to do so by law; or
      3. Developer is transitioning to no longer provide the Software or Services to users in the area in which Licensee resides or offers the Services; or
      4. The provision of the Software to Licensee by Developer is, in Developer’s sole Discretion, no longer commercially viable.
    3. Upon cancellation of the License Agreement Developer shall cease Automatic Withdrawal of funds from Licensee’s credit card or bank account. The Licensee shall be permitted to access the Software until the end of the last month for which it was billed, after which the Licensee shall immediately cease all use of the Software.
    4. Upon the cancellation of a User Name or termination of use by a Registered User, but not a cancellation of the entire License Agreement, Developer shall cease Automatic Withdrawal for the Service Fees related to the cancelled User Name. The cancelled User Name shall be permitted to access and use the Software until the end of the last month for which it was billed, after which, any use of the Software by the cancelled User Name shall cease.
    5. Nothing in this Section shall affect Developer’s rights under any other section of this License Agreement.
    6. Developer’s rights in remedies for the unauthorized use of the Software shall survive termination of this License Agreement regardless of the party or reason for termination.

  8. Warranty of Title. Developer hereby represents and warrants to Licensee that to its actual knowledge Developer is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this License Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Developer or to either: i) procure, at Developer's expense, the right to use the Software; ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) terminate this License Agreement.

  9. Warranty of Functionality. Following execution of this License Agreement and until the termination or cancellation of this License Agreement (the "Warranty Period"), Developer warrants that the Software shall perform in all material respects according to the Developer's specifications concerning the Software when used in an appropriate manner and with the appropriate computer equipment. In the event of any breach or alleged breach of this warranty, Licensee shall promptly notify Developer in writing stating with particularity the non-conformity or defect. Developer’s sole duty during the Warranty Period shall be to repair or replace the Software, including in Developer’s sole discretion an updated version of same. This warranty shall not apply to the Software if modified by anyone or if used improperly or on an operating environment not approved by Developer.

  10. Warranty Disclaimer. DEVELOPER'S WARRANTIES SET FORTH IN THIS LICENSE AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  11. Limitation of Liability. Developer shall not be responsible for, and shall not pay, any amount of incidental, consequential, or other indirect damages, whether based on lost revenue, loss of goodwill or otherwise, regardless of whether Developer was advised of the possibility of such losses in advance. In no event shall Developer's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise. Moreover, Developer is not responsible for any damages or losses sustained for any damage to Licensee’s software or hardware; from any changes which Developer may make to the Software or Services, or for any permanent or temporary cessation in of the Software or any of its features; failure to provide Developer accurate account information; or in Licensee’s failure to insure the security and confidentiality of its account information. In any case, Licensee’s sole remedy shall be that Developer shall correct the Software so that it operates according to the warranty or refund. In no event and not by any reason shall Licensee’s or Registered User’s damages exceed the Service Fees paid to Developer under this License Agreement. Licensee’s or Registered User’s acceptance of this License Agreement shall constitute an express acknowledgement affirmation and non-revocable consent to and acceptance of the Warrant disclaimer and limitations set herein.

  12. Software Maintenance. During the Warranty Period, Developer shall provide to Licensee any new, corrected or enhanced version of the Software as created by Developer. Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, but shall not include any substantially new, rewritten or custom version of the Software.

  13. Notice. Any notice required by this License Agreement or given in connection with it, shall be by e-mail with Delivery and Read Receipts to the Developer, Licensee or Registered User. Developer shall have no duty of notice under this License Agreement but without waiving this provision may provide notice.

  14. Governing Law. This License Agreement shall be governed by the laws of the State of Arizona without regard to its conflict of laws provisions. Licensee and Developer agree to submit to the exclusive jurisdiction and venue of the courts located within the County of Maricopa, Arizona to resolve any legal matter arising from the License Agreement. Notwithstanding this, Licensee agrees that Developer may seek injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. Upon notice by either party to this License Agreement any dispute arising hereunder, not including injunctive relief, may be decided under the Commercial Rules of the American Arbitration Association.

  15. No Assignment. Neither this License Agreement nor any interest in this License Agreement may be assigned by Licensee without the prior express written approval of Developer.

  16. Final Agreement; Modification. This License Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This License Agreement may be modified only by a further writing that is duly executed by both parties.

  17. Severability. If any term of this License Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this License Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

  18. Survival. The restrictions of Sections 2, 5, 6, 9, 11, 12, and 13 and any other limitation and restriction of use survive termination of the License Agreement.

  19. Liquidated Damages. The parties hereto acknowledge and agree that in the event unauthorized use or breach of Section 1, 2, and 6 that actual damages may be difficult to ascertain, but that parties acknowledge and agree that (a) the development cost of the Software, plus (b) all the fees earned by unauthorized use together constitute a reasonable estimate of the damages for material breach of Section 2, and the (c) Activation Fee and (d) Service Fees, plus (e) attorneys’ fees and costs for breach of Section 1 and 6 constitute a reasonable and fair estimate of the damages caused by each violation. Therefore, the parties hereby stipulate and agree that the sum of items (a) through (e) shall be the liquidated damages for any such breach of this License Agreement by any Licensee or Registered User. Such liquidated damages shall be in addition to any other rights of Developer under this License Agreement or actionable at law.

  20. Headings. Headings used in this License Agreement are provided for convenience only and shall not be used to construe meaning or intent, except that the terms “Warranty Disclaimer” and “Limitation of Remedy” shall have the meanings set forth in this License Agreement.

I Accept the Terms of Use (PLEASE READ)

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