License Agreement

 

Tag A Visit End User License Agreement

Please read this software license agreement (“License”) carefully before using the Tag A Visit software (“Software” or “Application”) as it forms a contract between customer and Tag A Visit that governs customer access and use of the Software.

By registering or using any of Tag A Visit’s Software or services customer agree to be bound by the following terms and conditions (referred to as the “License Agreement” or “Agreement”).

Any new features or tools which are added to Tag A Visit shall be also subject to the License Agreement. Customer can review the most current version of the License Agreement at any time. Tag A Visit reserves the right to update and change the License Agreement by posting updates and changes to the Tag A Visit website. Customers are advised to check the License Agreement from time to time for any updates or changes that may impact customer. Customer continued access or use of any portion of the Software constitutes customer acceptance of such changes. If customer does not agree to any of the changes, we’re not obligated to keep providing the Software, and customer must cancel and stop using our Software.

Customer may use the Software only in compliance with these terms and only if customer has the power to form a contract with Tag A Visit and are not barred under any applicable laws from doing so.

Please note that Tag A Visit doesn’t provide warranties for any of its Software or related services. This contract also limits Tag A Visit’s liability to customer. See Sections 5.1 (NO WARRANTY) and 5.2 (LIMITATION OF LIABILITY) of the License Agreement for details.

IMPORTANT NOTICE: TAG A VISIT RESERVES THE RIGHT TO CHANGE THE BILLING POLICY, TERMS AND FEES AT IT’S SOLE DISCRETION, AT ANY TIME, WITH 30 DAYS PRIOR WRITTEN NOTICE.

BETA DISCLAIMER: THE SOFTWARE LICENSED HEREUNDER IS STILL IN TESTING PHASE AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE BETA LICENSED SOFTWARE AND/OR ACCOMPANYING MATERIALS.

In consideration for using the Software, Licensee agrees to serve as a “Beta Site” for the Software and will notify Tag A Visit of all problems and ideas for enhancements which come to Licensee’s attention during the period of this Agreement, and hereby assigns to Tag A Visit all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights.

IF CUSTOMER DOES NOT AGREE TO BE BOUND BY THESE TERMS, CUSTOMER MUST NOT USE THE SOFTWARE. Should customer have any questions concerning this Subscription Agreement, please contact info@tagavisit.com.


License Agreement

WHEREAS, Tag A Visit develops, maintains and licenses access to a web-based sales and marketing automation software solution; and

WHEREAS, customer wishes to use the Tag A Visit Application and obtain such related services, and Tag A Visit desires to provide such services to customer;

THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

  1. OWNERSHIP AND USE

1.1 Tag A Visit hereby grants customer and customer hereby accepts a nonexclusive, nontransferable license to use the Software to perform contact tracking and management, automated marketing, lead tracking and other related business functions that the Software is designed to perform, solely and in strict compliance with the agreement’s terms and all applicable laws.

1.2 Tag A Visit shall retain all right, title and interest (including all copyrights, patents, service marks, trademarks and other intellectual property rights) in and to the Software, including any and all updates, enhancements, customizations, revisions, modifications, future releases and any other changes thereto, and all related information, material and documentation, etc. Except for the license granted pursuant to this Agreement, customer shall not acquire any interest in the Software or any other services or materials, or any copies or portions thereof, provided by Tag A Visit pursuant to this Agreement.

1.3 Any company-specific data provided by customer to Tag A Visit hereunder, either in hard copy or electronic format, is and shall remain the customer’s property. Except for material that we license to customer, we don’t claim ownership of any content that is transmitted, stored, or processed in customer account(s). We also don’t control, verify, or endorse the content that customer and others make available.

1.4 Customer represents and warrants that: (a) he has all the rights in the content necessary for customer to use the Software; and (b) the storage, use or transmission of the content doesn’t violate any law or these terms.

1.5 Customer undertakes to: (a) be solely responsible for the nature, quality and accuracy of it’s content; (b) ensure that the content (including the storage or transmission thereof) complies with the terms of the Agreement and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the content, including any notices sent to customer by any person claiming that any content violates any person’s rights; and (d) maintain appropriate security, protection and backup copies of any content customer uploads to or accumulates in the Software. Tag A Visit will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any content.

1.6 Tag A Visit shall retain all rights to proprietary Software development, business and technical methodologies, implementation, business processes and all other aspects of Tag A Visit business, Software and any related services. Under no circumstances will the customer be permitted to use any Front End Code (as defined below) to their advantage (or) the advantage of their partner companies (or) potential partner companies outside of the intended design and implementation for which the License Agreement was executed. The technology and business methodologies are proprietary and the sole property of Tag A Visit. Any technology or business replication of any aspect of the Software or related services provided used for the gain of the customer or above-mentioned business partners or for the use of any level of a competitive nature regarding these proprietary elements is strictly prohibited.

1.7 Until such time as may be limited in the future, in Tag A Visit’s sole discretion, customer may use Tag A visit to manage and track an unlimited amount of contacts.

1.8 When registering with Tag A Visit the customer undertakes to: (a) provide true, accurate, current and complete information about their selves as requested by the Software’s registration form (such information being the “Registration Data“); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.

1.9 Tag A Visit will have no obligation under this Agreement to provide any maintenance, support, or updates to the Software, or to correct any bugs, defects, or errors in the Software; however, Tag A Visit may at its sole discretion provide customer, during normal business hours, with assistance in the use of the Software.

  1. FEES

2.1 In consideration of the license granted pursuant to Section 1.1, and for the services, customer shall pay Tag A Visit the fees as specified on the customer’s original Subscription Agreement (the “Fees”).

2.2 Tag A Visit shall invoice customer on a prepaid monthly basis for monthly membership charges (credit card charges will be in the name of “Tag A Visit” ).

2.3 Any charges not paid when due are subject to interest at a rate equal to the lesser of: (i) one and one-half percent (1.5%) per month; or (ii) the maximum interest rate allowed by applicable law.

  1. CONFIDENTIALITY

3.1 Each party agrees that the customer-associated data (referred to herein as the “Customer Confidential Information”) and any and all materials, documentation and information pertaining to the Tag A Visit application software and the services (referred to herein collectively as the “Tag A Visit Confidential Information”) is the confidential property of customer and Tag A Visit, respectively (Customer Confidential Information and Tag A Visit Confidential Information referred to hereinafter collectively as the “Confidential Information”). The party receiving the Confidential Information, including such party’s employees, officers, directors and agents (collectively, the “Receiving Party”), shall hold in confidence all Confidential Information and shall not disclose or distribute Confidential Information, or any portion thereof, in any form or format to any person except on a strict “need to know” basis for the purpose of performance of this Agreement, or as required by valid legal process.

3.2 Customer agrees it shall not copy, alter, decompile, disassemble, reverse engineer or otherwise modify (except with Tag A Visit’s prior written consent) or directly or indirectly disclose any Tag A Visit Confidential Information.

3.3 Confidential Information under this Section 3 shall not include information that: (i) is or has become publicly available without restriction through no fault of the receiving party; or (ii) has been received without restriction from a third party lawfully in possession of such information.

3.4 Customer agrees that all credit card information will be stored the minimum amount of time according to that which is required for business, legal and/or regulatory purposes.

  1. TERM & TERMINATION

4.1 The term of this Agreement begins on the Effective Date and shall continue indefinitely unless terminated earlier as provided for in this Section 4.

4.2 Either party may terminate this Agreement at any time; Customer by canceling their Tag A Visit account, Tag A Visit by providing Customer a 15-day written notice.

4.3 In the event of termination or expiration of this Agreement, all Fees due and payable to Tag A Visit must be paid in full. There will be no refund for use of the Software for a portion of a month.

4.4 Customer reserves the right to use Tag A Visit name and credentials in an appropriate and acceptable manner for standard marketing promotions. Equally, Tag A Visit reserves the right to use customer’s name and credentials in an appropriate and acceptable manner for standard marketing promotions. Acceptable and standard marketing promotions include, but are not limited to: client listings, press releases, surveys, interviews, reputable business publications, television, and web site presentation and promotion, etc.

4.5 Tag A Visit reserves the right, to temporarily suspend or terminate customer access to the Software at any time in it’ sole discretion, with or without cause, with or without notice, and without incurring liability of any kind. For example, Tag A Visit may suspend or terminate customer access to or use of the service for: (a) the actual or suspected violation of the Agreement terms; (b) the use of the Software in a manner that may cause Tag A Visit to have legal liability or disrupt others’ use of the Software; (c) the suspicion or detection of any malicious code, virus or other harmful code by customer or in customer account; or (d) unplanned technical problems and outages. If, in Tag A Visit’s determination, the suspension might be indefinite and/or Tag A Visit has elected to terminate customer access to the Software, Tag A Visit will use commercially reasonable efforts to notify customer through the Software and/or by email to the email address associated with customer account. Customer acknowledges that if it’s access to the service is suspended or terminated, customer may no longer have access to the content that is stored with the Software. Upon termination by Tag A Visit, for reasons other than cause, customer may request access to customer’s content, which we will make available for an additional fee. Customer must make such request within ten (10) days following termination. Otherwise, any content customer has stored with the service will not be retrievable, and Tag A Visit will have no obligation to maintain any data stored in customer’s account.

  1. WARRANTIES, LIMITATION OF LIABILITY, INDEMNITY

5.1 DISCLAIMER OF WARRANTIES. Customer acknowledges and agrees that tag a visit is providing the software on an “as is” basis. Tag a visit disclaims any and all warranties, including any implied warranties of merchantability, fitness for a particular purpose, and statutory warranties of non-infringement. Tag a visit does not warrant that the software will meet customer’s requirements or that use of the software will be uninterrupted or error free.

5.2 LIMITATION OF LIABILITY. Neither party shall be liable to the other party for any indirect, special, incidental, punitive or consequential damages, including, but not limited to, loss of data, loss of business or other loss arising out of or resulting from this agreement even if the other party has been advised of the possibility of such damages. the foregoing shall apply regardless of the negligence or other fault of the party and regardless of whether such liability sounds in contract, negligence, tort, strict liability or any other theory of legal liability. notwithstanding the foregoing, in no event shall tag a visit’s cumulative liability under this Agreement exceed the amount actually paid by customer to Tag A Visit in the immediately preceding six- (6-) month period.

5.3 CUSTOMER WARRANTY. Customer represents and warrants that it shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable federal, state and local laws and regulations. Customer shall indemnify and hold Tag A Visit harmless from and against any and all damages, costs, losses, claims, causes of action and lawsuits and expenses, including reasonable attorneys’ fees, relating to breach of the aforementioned representation and warranty. Customer represents and warrants that it shall fully comply with the Tag A Visit acceptable use policy, as specified herein below.

  1. ACCEPTABLE USE

Customer must not use the Software to harm others or the Software or related services. For example, customer must not use the Software to harm, threaten, or harass another person, organization, or tag A Visit and/or to build a similar Software, service or website. Customer must not: damage, disable, overburden, or impair the Software (or any network connected to the service); resell or redistribute the Software or any part of it; use any unauthorized means to modify, reroute, or gain access to the Software or attempt to carry out these activities; or use any automated process or service (such as a bot, a spider, or periodic caching of information stored by Software) to access or use the Software. In addition, customer promises that it will not and will not encourage or assist any third party to:

 

  1. DEFINITIONS

“Authorized User” means an individual who is an employee or contractor of customer who is acting within the scope of a formal employment or agency relationship and who agrees to be bound by the terms of this Agreement.

“Front End Code” means the user interface display and usability platform. This includes, but is not limited to, the lacustomert, color scheme, HTML pages and source code, etc.

“Back End Code” means the Tag A Visit application-specific source code. This includes, but is not limited to, the database schema, field definitions, table relationships, marketing automation, workflow management, application methodology and interface coding, etc.

  1. GENERAL PROVISIONS

8.1 Assignment of agreement. Customer shall not assign its rights or duties under this agreement without the prior written consent of tag a visit. this agreement shall inure to the benefit of the authorized successors and assigns of the parties.

8.2 Independent Contractor. Tag A Visit is an independent contractor, and this Agreement does not in any way create the relationship of principal and agent, franchisee, joint venture or partnership between the parties. Neither party shall be liable for any debts or obligations of the other.

8.3 Entire Agreement; Precedence. This Agreement and Exhibit(s) (which may be attached hereto and incorporated herein by reference) contain the entire understanding between the parties and supersede any prior verbal or written agreement between the parties with respect to the subject matter hereof. No amendment or modification of the Agreement shall be valid, unless made in writing and signed by both parties hereto. In the event of any inconsistency or conflict between the terms and conditions of this Agreement and any term or condition of any Exhibit hereto, the terms and conditions of this Agreement shall, in all instances, govern and control.

8.4 Governing Law. This Agreement shall be governed by the laws of the State of New York (USA) without giving effect to conflict of laws principles.

8.5 Arbitration. Any and all disputes, controversies and claims arising out of or relating to this Agreement or concerning the respective rights or obligations of the parties hereto shall be settled and determined by arbitration before a panel of one (1) arbitrator pursuant to the Commercial Rules of the American Arbitration Association then in effect. The foregoing notwithstanding, each party shall have no more than three (3) days to present its case to the arbitrator. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement. The parties agree that the arbitrators shall have the power to award damages, injunctive relief and reasonable attorneys’ fees and expenses to any prevailing party in such arbitration.

8.6 Force Majeure. Neither party hereto shall be in default hereunder by reason of its delay or failure to perform any of its obligations hereunder for any event, circumstance or cause beyond its control such as, but not limited to, acts of God, strikes, lockouts, general governmental orders or restrictions, war, threat of war, hostilities, revolution, acts of terrorism, riots, epidemics, fire, earthquake or flood. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this Agreement.

8.7 Invalidity; Waivers. If any provision or portion of this Agreement is held invalid, illegal, void or unenforceable as it appears in this Agreement by reason of any rule of law, administrative or judicial provision or public policy, then such provision shall be construed as being enforceable to the extent such rule of law, administrative or judicial provision or public policy allows. All other provisions of this Agreement shall nevertheless remain in full force and effect. Neither of the parties shall be deemed to have waived any of its rights, powers or remedies hereunder unless the waiving party expresses such a waiver in writing.

8.8 Survival of Terms. Notwithstanding the expiration or earlier termination of this Agreement for any reason, the provisions of Articles 4, 6, 7 and Sections 2.2 and 2.3 of this Agreement shall remain in full force and effect.

8.9 Headings; Counterparts. Paragraph headings used herein are for convenience purposes only and are not intended to be, nor shall they be, used as an aid in interpretation. this agreement may be signed in counterparts.

8.10 Use of Services & Third Party Registration. Only customer may use customer Tag A Visit account. Customer must keep customer account and passwords confidential and not authorize any third party to access or use the Software on customer behalf, unless we provide an approved mechanism for such use. Tag A Visit will not be liable for any loss or damage arising from any unauthorized use of customer accounts. If a third party such as an employer, or school gave customer customer account, that party has rights to customer account and may: manage customer account, reset customer password, or suspend or cancel customer account; view customer account’s usage and profile data, including how and when customer account is used; and read or store content in customer account.