LICENSE AGREEMENT FOR
*IMPORTANT INFORMATION – PLEASE READ CAREFULLY*
his Wuvavi software or software application contains computer programs and other proprietary material and information, the use of which is subject to and expressly conditioned upon acceptance of this License (the “License”).
This License is a legally binding document between you (meaning the individual person or the entity that the individual represents that has obtained the Software for its internal productive use and not for outright resale) (the “Customer”) and Wuvavi. Unless agreed otherwise in writing, this License governs Customer’s use of the Software or Software Application.
BY PROCEEDING WITH THE INSTALLATION, DOWNLOADING, COPYING, ACCESSING, REPRODUCING, OR OTHERWISE USING THIS SOFTWARE OR SOFTWARE APPLICATION, OR AUTHORIZING ANY OTHER PERSON TO DO SO, YOU ARE REPRESENTING TO WUVAVI THAT YOU ARE (1) AUTHORIZED TO BIND THE CUSTOMER; AND (2) AGREEING ON BEHALF OF THE CUSTOMER THAT THE TERMS OF THIS LICENSE SHALL GOVERN YOUR RELATIONSHIP WITH WUVAVI WITH REGARD TO THE SUBJECT MATTER IN THIS LICENSE AND ARE WAIVING ANY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TO ANY CLAIM ANYWHERE IN THE WORLD CONCERNING THE ENFORCEABILITY OR VALIDITY OF THIS LICENSE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU THEN HAVE NO RIGHTS TO THE PRODUCT AND SHOULD THEREFORE NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE PRODUCT.
If you do not have the authority to agree to the terms of this License on behalf of the Customer, or do not accept the terms of this License on behalf of the Customer, immediately cease any further attempt to install, download or use this software or software application for any purpose, and remove any partial or full copies made thereof.
End User License Terms
- License Grant. Wuvavi shall grant to the Customer a non-exclusive, limited, non-transferable license for the use of the Product subject to all the terms and conditions set forth herein. Furthermore, this Agreement shall govern any and all software upgrades provided by Wuvavi that would replace, overwrite and/or supplement the original installed version of the Product unless those other upgrades are covered under a separate license, at which those terms of that license will govern. Wuvavi and its licensors and/or suppliers, as applicable, shall retain all right, title and interest to the Software including all patents, copyrights, trademarks, trade secrets, and other proprietary rights thereto. Unless Wuvavi agrees otherwise in writing, these license terms and the additional restrictions in the Quote are the sole and exclusive terms governing Customer’s use of the Software. Customer agrees to these license terms by accessing the Software. If Customer does not agree to these license terms, Customer should not access the software.
- Customer Obligations.
2.1 Customer covenants that it will comply with all of Wuvavi’s policies and procedures, and that it will comply with all applicable laws in connection with its use of the Software, including but not limited to all applicable laws pertaining to mail fraud, access device fraud, identity theft, bank fraud, wire fraud, computer fraud, privacy protection, email fraud, spam, and the protection of trademarks and copyrights.
2.2 “Customer Content” shall mean information and materials provided by Customer or its employees or agents, regardless of form, including (without limitation) Customer trademarks, trade names, service marks, logos and designs, e-mail addresses of Customer personnel, and images, graphics, and text, in connection with the use of the Software. Customer shall be solely responsible for the accuracy of all Customer Content and for obtaining all required rights and licenses to use and display all Customer Content in connection with Customer’s use of the Software. While accessing and using the Software, Customer and its employees and agents shall not include Customer Content that is obscene, offensive, inappropriate, or that violates any applicable law or regulation, contract, or privacy or other third party right, or that otherwise exposes Wuvavi or its resellers to civil or criminal liability.
2.3 Customer shall keep the credentials (e.g. usernames and passwords) provided by Wuvavi and/or chosen by Customer in connection with the use of the Software confidential and not disclose any such credentials to any third party. In addition, Customer shall notify Wuvavi immediately upon the disclosure of any such credentials, and upon any termination of the engagement of any employees or agents of Customer with knowledge of any such credentials, so that such credentials can be changed. Wuvavi is not responsible for (1) Customer’s access to the Internet, (2) interception or interruptions of communications through the Internet, or (3) changes or losses of data through the Internet.
- Term and Termination. This Agreement shall remain in effect during the initial term specified between the parties and for any renewal term as to which the Customer pays the then current renewal subscription fee. In the event of a material breach of this Agreement by Customer, Wuvavi may immediately terminate this Agreement and the License to use all Software by written notice to Customer. For any other breach of this Agreement, Wuvavi will provide Customer with fifteen (15) days written notice of such breach and if Customer does not cure the breach within the fifteen (15) day notice period, Wuvavi may immediately terminate this Agreement. Upon any termination, Customer’s right to use and access the Software shall be terminated.
4.1 Customer acknowledges that the Software, related documentation, and other confidential information that may be provided by Wuvavi or its authorized representative or reseller (collectively “Confidential Information”) is confidential information of Wuvavi. Customer agrees not to disclose the Confidential Information to third parties or use the Confidential Information other than in connection with its License rights under this Agreement. Customer will use at least the same security measures as Customer uses to protect its own confidential and trade secret information but no less than reasonable measures to protect the Confidential Information. Confidential Information shall not include information: (1) already in Customer’s possession at the time of disclosure, (2) that is or later becomes part of the public domain through no fault of Customer, or (3) is required to be disclosed pursuant to law or court order provided that Customer shall notify Wuvavi prior to such required disclosure and assist Wuvavi in preventing or limiting such required disclosure.
4.2 Customer agrees and acknowledges that any breach of the provisions regarding ownership or confidentiality contained in this Agreement shall cause Wuvavi irreparable harm and Wuvavi may obtain injunctive relief as well as seek all other remedies available to Wuvavi in law and in equity in the event of breach or threatened breach of such provisions.
4.3 Notwithstanding the above, Wuvavi may aggregate data from Customer for analysis and reporting, provided that none of the individual data is able to be identified as received from Customer or any of its employees or independent contractors.
5.1 Wuvavi warrants that the Software will substantially conform to the documentation for the Software for a period of ninety (90) days beginning the date Customer is granted initial access to the Software. Customer’s sole remedy and Wuvavi’s sole obligation in the event of breach of this warranty is, at Wuvavi’s option, correction of the substantial nonconformity or a refund of the license fee received by Wuvavi for the Software. The above warranty does not apply in the event that (1) claims result from acts or omissions caused by persons other than Wuvavi or from products, material, or software not provided by Wuvavi, or (2) claims are not reported to Wuvavi within the warranty period or are not documented by Customer.
5.2 WUVAVI DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS RELATED TO THE SOFTWARE AND ACCESS TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUCING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY WITH RESPECT TO THE DOCUMENTATION, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
- Limitation of Liability. IN NO EVENT SHALL WUVAVI OR ANY OF ITS LICENSORS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR DATA LOSS, EVEN IF WUVAVI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WUVAVI’S TOTAL LIABILITY RELATED TO THIS AGREEMENT, REGARDLESS OF THE CLAIM, SHALL NOT EXCEED THE AMOUNT OF THE INITIAL LICENSE FEE RECEIVED BY WUVAVI FOR THE LICENSE GIVING RISE TO SUCH LIABILITY.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements. This Agreement may only be changed by mutual written consent.
- Relationships Between Parties. This Agreement does not create a partnership, joint venture, agency, employee/employer relationship, or franchisee/franchisor relationship between the parties. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as agent, employee, franchisee, or in any other capacity. Nothing in this agreement shall be construed to limit either party’s right to independently develop or distribute software that is functionally similar to the other party’s product, so long as proprietary information of the other party is not included in such software.
- Miscellaneous. Customer acknowledges that the Software is subject to the laws and export regulations of the United States, and Customer agrees to comply with all such laws and regulations. This Agreement may not be assigned or transferred by Customer without the written consent of Wuvavi. This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. Any failure of either party to enforce any of the provisions of this Agreement will not be construed as a waiver of such provisions or the right of the party thereafter to enforce each and every such provision. In the event any provision of this Agreement is found to be invalid or unenforceable, the parties hereby agree that the court shall enforce such provision to the extent permitted by law and, to the extent such provision is not enforceable, shall enforce the remainder of this Agreement as if such provision were not included in this Agreement. This Agreement shall be governed by the internal, substantive laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions.