Subject to the terms and conditions of this Agreement and in consideration of the payment of the license fees set forth on the Signature Page, Licensor grants to Licensee a revocable, limited, non-exclusive, non-assignable, right and license during the Term to access and use Licensor’s proprietary software tools and resources that allow Licensee and Users to organize and manage the work order and installation cycle (“Software”), Content (defined below), and related services. The Software is for use solely by Licensee and authorized Users. Licensee’s right to access the Software and Content, and to make it available to Users, is subject to compliance with this Agreement. This license does not include: any service-bureau service, resale, or third-party commercial use of the Software, Content, or Website contents; any derivative use of Software or Content; any downloading or copying of account information for the benefit of Licensee, or any other individual or business; or any use of data mining, robots, or similar automated data gathering and extraction tools. Licensee may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Website, Licensor or our affiliates without express written consent. Licensee may not use any meta tags or any other “hidden text” utilizing Materials or Licensor’s name or trademarks without the express written consent of Licensor. Any unauthorized use terminates the permission or license granted by Licensor. Licensee may not use any Licensor logo or other proprietary graphic or trademark without express written permission. InstallReports is a trademark of Licensor.
2. Title, License, Terms and Conditions.
Title and full ownership rights to the Software remain with Licensor. The term Software refers to all the proprietary software products marketed by Licensor, including, but not limited to application, programming language, and interface software regardless of form, as well as associated logic diagrams, flowcharts, specifications, and procedure manuals. The Licensee hereby agrees (1) that the Software (and any copies) are the proprietary property, information and trade secrets of Licensor, and are protected by civil and criminal law and the law of copyright; (2) to protect and maintain the confidentiality and security for the Software and copies thereof; and (3) that it will not sell, disclose, display, or otherwise make available the Software or any part thereof, to any person other than Licensee or Licensee employees without prior consent from Licensor. If Licensee shall make any use, transfer or disclosure of the Software in violation of any of the terms and conditions of this Agreement, the license granted under this Agreement shall, at the option of Licensor, immediately terminate without demand or notice; and Licensor shall have the right to cease Licensee’s access and use of all Software and related materials supplied by Licensor without further obligation or liability. Licensee shall not take any action that might adversely affect Licensor’s proprietary rights or in any manner interfere with Licensor’s right to enter into agreements with other prospective users for the use of the Software. Licensee shall fix or cause to be fixed such evidences of proprietorship as Licensor may reasonably request. If the Licensee shall cease doing business, shall be declared bankrupt, shall suffer any attachment or lien to remain on the Software for more than 30 days, the License granted by this Agreement terminates.
3. Licensor’s Services.
Licensor provides access to the software through a web-based service. Licensor provides software and information only. Licensor does not rate, underwrite, insure, originate, fund, manage, purchase, sell or otherwise participate in any financial services related to any loans.
3.1 Member Accounts, Passwords & Security.
Users will receive a password and account (“Account”), and Users are responsible for maintaining the confidentiality of the password and Account, and are fully responsible for all activities that occur using such password or Account. Licensee agree to (a) immediately notify Licensor of any unauthorized use of Licensee’s password or account or any other breach of security of which Licensee become aware, and (b) ensure that Licensee exit from Licensee’s account at the end of each session. Licensor reserves the right to terminate Licensee’s Account, access to the Web Site, and access to the Materials if any Registration Information provided is false, inaccurate or incomplete.
4. Content & Access.
4.1 Content.
In this Agreement, all content, music, audio, video, audio-visual, text, graphics, artwork, images, photographs, animations, data, information, software, designs and other materials and legally-protectable elements of the Website and our services, tangible or intangible, including, without limitation, the selection, sequence, “look and feel” and arrangement of items, as well as all copyrights, trademarks, service marks, brand and trade names which Licensee may encounter or use shall individually and collectively, be referred to as “Content.”
4.2 Access.
The words “use” or “using” or “consumer” or “consuming” in this Agreement, means any time any individual, including Licensee or any User, directly or indirectly, with or without the aid of a machine, automated or other device, does or attempts to access, interact with, use, display, view, print or copy or use any portion, feature, function or aspect of the Software, Content or Materials, transmit, receive or exchange data or communicate with the Software, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the Software, for any purpose whatsoever. This Agreement does not cover Licensee’s rights or responsibilities with respect to third party content or web sites or any links that may direct Licensee’s browser or connection to third party web sites or pages.
4.3 System Requirements.
Use of the Software requires Internet access (fees may apply), software (fees may apply), and may require obtaining updates or upgrades from time to time. Therefore, the ability to use the Software may be affected by these factors. Licensee acknowledges and agree that such system requirements are exclusively Licensee’s responsibility. Licensee acknowledges that use of the Software may require the use of other hardware and software products and that such hardware and software is Licensee’s responsibility.
4.4 Representations.
Licensee hereby promise that: (a) no part of this Agreement is or will be inconsistent with any obligation Licensee may have to others; (b) Licensee have the full right and authority to allow Licensee to provide the assignments and rights granted to Licensor herein; (c) Licensee have the full legal authority to upload content to the Website, and (d) that any content Licensee upload does not and shall not infringe on any copyright, trademark, service mark, trade name, patent, trade secret or other intellectual property or proprietary right or right of publicity or privacy of, or libel, slander, defame or disparage, any third party (“Third Party Rights”).
5. Restrictions on Use.
Unless otherwise noted, all Materials, including images, illustrations, designs, icons, photographs, video clips, and written and other materials that are part of any Licensor Website are protected by copyright, trademark, trade dress, and industrial design rights, and/or other intellectual property rights owned, controlled or licensed by Licensor. No material from Licensor’s Website or any other Licensor property may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except with express written consent of Licensor. In addition, Licensee agree that Licensee will not, and will not permit others to:
6. Violations.
In addition to any and all remedies at law or in equity, any intentional violation of this Agreement shall give Licensor the right to immediately suspend or cancel Licensee’s access to the Software, Website, the Services, and any order in process, without further liability.
7. Privacy.
It is Licensor’s policy to respect the privacy of Licensor users. Therefore, in addition to the privacy of registration data, Licensor shall not monitor, edit, or disclose the contents of a guest's e-mail unless required in the course of normal maintenance of Licensor and its systems or unless required to do so by law or in the good-faith belief that such action is necessary to: (1) comply with the law or comply with legal process served on Licensor; (2) protect and defend the rights or property of Licensor; or (3) act in an emergency to protect the personal safety of our users or the public. Licensee shall remain solely responsible for the content of Licensee’s messages. Licensor’s Privacy Policy can be found here.
8. Indemnity.
Licensee shall indemnify, defend and hold harmless Licensor, its directors, officers, employees, agents and contractors from and against any and all liabilities, claims, costs, assessments, fees or expenses of any kind, including without limitation defense costs and reasonable attorneys’ fees arising from or related in any way to (a) any violation of this Agreement, or (b) any action or claim by third parties alleging a violation of Third Party Rights, provided Licensor promptly notifies Licensee in writing of any claim, and allows Licensee to control the conduct of any related defense or settlement negotiations. Notwithstanding the foregoing, Licensee shall not settle a third party claim without Licensor’s prior written consent if such settlement shall require action or payment by Licensor.
9. Termination.
10. Jurisdiction.
Unless otherwise specified, the Software, Website and Content are available solely for the purpose of promoting products and/or services available in the United States, its territories, possessions, and protectorates. The Website is controlled and operated by Licensor from its offices within the State of Illinois, United States of America. Licensor makes no representation that materials in the Website or products purchased through the Website are appropriate or available for use in other locations. Those who choose to access this Website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
11. DISCLAIMER.
12. LIMITATION OF LIABILITY.
13. Links to Outside Websites and Services.
To the extent that the Website contains links to outside services and resources, Licensor does not control the availability and content of those outside services and resources. Any concerns regarding any such service or resource, or any link thereto, should be directed to the particular service or resource.
14. Miscellaneous.
Agreement shall be governed by and construed in accordance with the laws of the State of Illinois and Licensee agree that this Agreement shall be deemed to have been entered into and performed exclusively in the State of Illinois. Licensee agree that the state or federal courts located in the State of Illinois shall have exclusive jurisdiction over any action at law or in equity arising out of or relating to this Agreement. Licensee hereby consent and submit to the personal jurisdiction of such courts for the purposes of adjudicating any such action. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
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