CLICKVUE LICENSE AGREEMENT
BY CLICKING THE “I AGREE” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS OR USING THE PRODUCT, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE PRODUCT PROVIDED BY WSL CONSULTING, LLC (“LICENSOR”).
This ClickVue License Agreement (“Agreement”) is a binding agreement between WSL Consulting, LLC d/b/a CAVU Advisors (“Licensor”) and the individual or business entity purchasing the Licensor’s. By purchasing the Product (as defined below), you are accepting to be bound to the terms of this License Agreement as the User (as defined below).
1. Definitions. Capitalized terms used herein shall have the meanings set forth below:
1.1. “Content” shall mean any information User uploads or posts in connection with the Product.
1.2. “Order Form” shall mean Licensor’s subscription order form specifying the Product to be provided by Licensor under this Agreement.
1.3. “Product” shall mean Licensor’s tools titled “ClickVue” and services, as more specifically set forth on an applicable Order Form signed by User and delivered to Licensor.
1.4. “User” shall refer to the purchaser of the Product and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had the authority to act on User’s behalf.
2. Limited License. Subject to the terms of this Agreement, any applicable Order Form(s), and payment of the applicable fee to Licensor, Licensor grants User a non-exclusive, non-transferable, limited license to access and use the Product, solely for User’s internal business purposes. All rights not expressly granted to User are reserved to Licensor.
3. License Restrictions.
3.1. User agrees not to (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Product in any way; (b) reproduce, modify or make derivative works based upon the Product; or (c) reverse engineer, decompile, disassemble, adapt or otherwise tamper with the Product.
3.2. User agrees that it will not use or access the Product in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Product, or (c) copy any ideas, features, functions or graphics of the Product, or (d) monitor its availability, performance or functionality, or for any other benchmarking or competitive purpose.
3.3. User is responsible for all activities related to data privacy, international communications and transmission of content that constitutes “personally identifiable information” or “personal data” as defined under applicable law, rule or regulation, that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context. User acknowledges that Licensor does not review or pre-screen the Content.
4. Access to and Use of the Product.
4.1. Before accessing or using the Product, User is required to provide a completed and signed Order Form, together a valid credit card payment authorization or other form of payment to pre-pay Core setup charges. User shall pay all implementation fees in the amount specified on the Order Form on a T&M basis with terms of net 15 from receiving the invoice. All charges are final and non-refundable.
4.2. Licensor may provide the ability to integrate the Product with third-party products and services that User may use at User’s option and risk. Access to and use of any third-party products and services are subject to the separate terms and conditions required by the providers of the third-party products and services. User agrees that Licensor has no liability arising from User’s use of any integrations or arising from the third-party products and services. Licensor can modify or cancel the integrations at any time without notice.
4.3. As between Licensor and the User, any Content uploaded or posted to the Product remains the property of the User. User, not Licensor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Content, and Licensor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content.
5. Protection of Proprietary Information. In order to protect the rights of Licensor in its Proprietary Information, User agrees to take all steps necessary to maintain the confidentiality, secrecy, and proprietary nature of the Product. User shall not, without Licensor’s prior written consent, disclose, provide, or make available any of the Proprietary Information in any form to any person, except to its bona fide employees whose access is necessary to use the Product. For the purposes of this Agreement, “Proprietary Information” means the Product, Licensor’s trade secrets, technology and documentation, and any other information identified or reasonably identifiable as confidential and proprietary information of Licensor, excluding any information which: (a) is or becomes publicly available through no act or failure of User; (b) was or is rightfully acquired by User from a source other than Licensor prior to receipt from Licensor; or (c) is disclosed by User in response to a valid court order; provided that User takes reasonable measures to assure confidential treatment of such information to the maximum extent possible, and notifies Licensor regarding the court order as soon as possible so that Licensor may seek a protective order. Proprietary Information shall at all times remain the sole and exclusive property of Licensor.
6. Limitation of Liability.
6.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ANY OF ITS SERVICE PROVIDERS BE LIABLE TO USER FOR ANY DAMAGES, UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHICH EXCEED THE AMOUNT OF FEES PAID BY USER FOR THE Product PURSUANT TO THIS AGREEMENT WITHIN THE TWELVE-MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE.
6.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
6.3. LICENSOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGE RESULTING FROM THE PRODUCT. USER WILL SOLELY BE RESPONSIBLE FOR ANY DAMAGE AND/OR LOSS OF CONTENT CAUSED, IN WHOLE OR IN PART, BY A FAILURE OF USER’S ELECTRONIC EQUIPMENT AND/OR USER’S COMPUTER SYSTEM.
7. Disclaimer of Warranties.
7.1. THE PRODUCT IS PROVIDED TO USER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR OTHERWISE WITH RESPECT TO THE PRODUCT, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY LICENSOR, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.
7.2. LICENSOR MAKES NO WARRANTY THAT ITS PRODUCT WHEN PROVIDED TO USER IN DIGITAL OR ELECTRONIC FORMAT WILL BE COMPATIBLE WITH USER’S COMPUTER AND/OR OTHER EQUIPMENT, THAT THE PRODUCT WILL MEET USER’S REQUIREMENTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR THAT THESE SERVICES OR PRODUCTS WILL BE SECURE OR ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NOR DOES LICENSOR MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCT.
8. Indemnification. User hereby agrees to defend, indemnify and hold harmless Licensor and its directors, officers, employees, agents, equity holders, affiliates, service providers and customers from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to User’s: (a) breach of this Agreement, (b) negligent acts or omissions, (c) use or misuse of the Product, or (d) use of Content that infringes the rights of, or has caused harm to, a third party. Licensor will provide prompt notice to User of any indemnifiable event or loss. User shall undertake, at User’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to Licensor. Licensor reserves the right to participate in the defense of the claim, suit, or proceeding, at Licensor’s expense, with counsel of Licensor’s choosing.
9.1. Assignment. User may not directly or indirectly assign, delegate or transfer this Agreement, in whole or in part, whether voluntarily, by operation of law, or otherwise, without the prior written consent of Licensor, which consent shall be at Licensor’s sole discretion. Any purported assignment or transfer in violation of this Section shall be void.
9.2. Choice of Law; Venue. This Agreement is governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule. The parties hereby consent to personal jurisdiction of the courts of the State of Maryland with respect to any legal action to enforce the terms and conditions of this Agreement or otherwise arising under or with respect to this Agreement, and agree that the Circuit Court for Howard County, Maryland, or, if applicable, United States District Court for the District of Maryland, shall be the sole and exclusive venue, and the State of Maryland shall be the sole forum, for the bringing of such action. The prevailing party shall be entitled to recover all of its reasonable attorneys’ fees, expenses and costs, including such costs that might not otherwise be recoverable as costs in the absence of this Agreement.
9.3. Injunctive Relief. User acknowledges and agrees that if User breaches any obligation hereunder, Licensor may suffer immediate and irreparable harm for which monetary damages alone shall not be a sufficient remedy, and that in addition to all other remedies that Licensor may have, Licensor shall be entitled to seek injunctive relief, specific performance or any other form of relief, including but not limited to equitable relief, to remedy a breach or threatened breach hereby by User and to enforce this Agreement. User hereby waives any and all defenses and objections it may have on grounds of jurisdiction and venue, including, but not limited to, lack of personal jurisdiction and improper venue, and waives any requirement for the securing or posting of any bond in connection with such remedy.
9.4. Notice. Licensor may give notice by means of a general notice on the Product, electronic mail to User’s email addresses on record in Licensor’s account information, or by written communication sent by first class postage pre-paid mail or delivered by a nationally recognized overnight delivery service to User’s address on record in Licensor’s account information.
9.5. Severability; Waiver. If any provision of this Agreement is adjudged by a court to be invalid, void or unenforceable, the parties agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question will be replaced by the lawful provision that most nearly embodies the original intention of the parties, and that this Agreement shall in any event otherwise remain valid and enforceable. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving.
9.6. Integrated Agreement. This Agreement, together with any applicable Order Form(s), constitutes the entire agreement between User and Licensor and governs User’s use of the Product, superseding any prior agreements between User and Licensor (including, but not limited to, any prior versions of this Agreement).
9.7. Amendment. Licensor reserves the right to unilaterally amend this Agreement. In such event, Licensor will notify User, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Product by the User after reasonable notice will be considered User’s acceptance of any new or modified terms.