END USER LICENSE AGREEMENt
PLEASE READ THIS AGREEMENT CAREFULLY
THIS END USER LICENSE AGREEMENT (hereinafter referred to as the “Agreement”) is made between Click a Waiter, Inc. (hereinafter referred to as “Caw”) and the party that uses the software, which accompanies this Agreement (hereinafter referred to as the “User”). This Agreement gives a User the right to access and use RedFox (hereinafter referred to as the “Products”), as further identified herein, purchased from Caw, its resellers or agents pursuant to a purchase agreement, contract, sales order, invoice or similar document (hereinafter referred to as the “Purchase Contract”). Caw is willing to grant the User the right to access and use Caw’s Products only if the User accepts all of the terms of this Agreement, and pays or has paid Caw, its resellers or agents, the full purchase price (to include all applicable taxes and fees) for use of the license to the Products purchased.
The User acknowledges that User has read this Agreement, understands it, and agrees to be bound by it. If the User does not agree to all of the terms in this Agreement, the user should not access or otherwise utilize the Products because no license shall have been granted thereto.
In consideration of the payment of the purchase price for the right to use Caw’s Products, and the User’s adherence to all provisions of this Agreement, Caw grants the User a personal, non-exclusive, non-transferable, revocable license to access and use Caw’s Products covered hereunder for the sole purpose of accessing the Products purchased under the Purchase Contract. The Products also include any other programs, tools, components and any updates (for example, documentation, help content, bug fixes, or other information and releases) related to the Products that Caw provides or makes available to you.
You are not licensed or permitted under this Agreement to do any of the following: allow any other person to use the Products; rent, loan, resell, distribute, or redistribute the original CD or a copy of the Products to any other person or entity; make the Products available on any file-sharing or application hosting service; electronically send the Product to any other person; copy the printed materials or user documentation accompanying the Product other than as necessary to support the uses permitted above; making the Products available to others via shared access to a single computer, a computer network, or by sharing access information, which includes the User’s Username and Password; reverse engineer, disassemble, decompile, or translate the Products, or otherwise attempt to derive its source code or the source code through which the Products is accessed; or authorize any third-party to do any of the foregoing. The license granted hereunder is personal to the User, and any attempt by the User to transfer any of the rights, duties or obligations hereunder shall terminate this Agreement and be void.
RESERVATION OF RIGHTS AND OWNERSHIP
Caw’s Products are the property of Caw and its licensor(s), if any, and subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights. The Products are licensed, not sold, to the User for use only under the terms of this Agreement, and Caw reserves all rights not expressly granted to the User.
This Agreement will terminate immediately if the User breaches any term of this Agreement. Further, in the event of a termination or expiration of any agreement between Caw and a third-party content provider or licensor of all or a part of the Products, the User’s right to access and use the Products may also terminate or expire without prior notice to User. A User may terminate this Agreement at any time by notifying Caw in writing. Upon receipt of notice of termination from the User, the license and the User’s access to the Products shall cease. Upon termination, any refund to which the User may be entitled shall be determined in accordance with the terms of the applicable Purchase Contract.
CONTENT MAINTAINED BY CAW
User acknowledges and understands that: (1) Caw may, from time to time, elect to update the Products, but Caw does not warrant or guarantee that any Products or other information accessed through Caw’s website(s) will be updated at any time during the term of this Agreement; and (2) Caw does not recommend, warrant or guarantee the use or performance of any third-party product or service described in the Products or elsewhere in Caw’s website(s), nor is Caw responsible for malfunction of such products or services due to errors in the Products, the User’s negligence or otherwise. User agrees to seek additional information on any third-party product or service from the respective third party. The User covenants that it will use the Products only for its intended use.
Caw and its suppliers provide the Product and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide support or other services, information, software, and related content through the Product or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
LIMITATION OF LIABILITY
Except as specifically provided herein, neither Caw, its affiliates, resellers, agents, or licensors, if any, shall be liable for any claim, demand or action arising out of, or relating to, the User’s use of the Products or Caw’s performance of (or failure to perform) any obligation under this Agreement or for special, incidental or consequential damages, including, without limitation, damages due to lost revenues or profits, business interruption, or other damages caused by User’s inability to use the Products, even if Caw, its affiliates, resellers, agents, or licensors have been advised of the possibility of such loss or damages, and whether or not such loss or damages is or are foreseeable. The entire cumulative liability of Caw, and its affiliates, resellers, agents, or licensors for any reason arising from or relating to this Agreement shall be limited to the amount paid by you to Caw for the Products in the twelve (12) month period immediately preceding the event giving rise to such claim.
Caw’s Products are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Unless in compliance with applicable law and specifically authorized in writing by Caw prior to any Product access, the User shall not export the Products under any circumstances whatsoever. In any case, the User will indemnify and hold Caw harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys’ fees) arising from, or relating to, any breach by the User of the User’s obligations under this section.
This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Massachusetts as those laws are applied to contracts entered into, and to be performed entirely in Massachusetts by Massachusetts residents.
It is recommended that User review Caw’s website periodically for new or additional terms and changes to this Agreement. Caw has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Products, including but not limited to, terms, technical support options, and other product-related policies and features, at any time and upon notice by any means Caw determines in its discretion to be reasonable. Your continued use of the Products after Caw’s publication of any such changes shall constitute your acceptance of this Agreement as modified.
No failure to enforce any term of this Agreement shall constitute a waiver of such term in the future unless such waiver so provides by its terms.
Neither this Agreement nor any of the User’s rights or obligations hereunder may be assigned by the User in whole or in part without the prior written approval of Caw. Any other attempted assignment shall be null and void.
If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected and same shall remain in effect.
This Agreement is the complete and exclusive statement of the agreement between Caw and the User with respect to its subject matter, and supersedes and voids any proposal or prior agreement, oral or written, and any other communications between the parties in relation to its subject matter. No waiver, alteration or modification of this Agreement shall be valid unless made in writing and signed by a corporate officer of Caw.
Click a Waiter, Inc.
40 Spruce Street Ste. 202
Leominster, MA 01453
Telephone Number: 888-644-4966
Email Address: email@example.com
END USER LICENSE AGREEMENT ADDENDUm
FOR CLOVER APP MARKET
IMPORTANT-READ CAREFULLY BEFORE USING THE SOFTWARE PRODUCTS: This End-User License Agreement Addendum (“Addendum”) is a legal agreement between Click a Waiter, Inc. (“Caw”) and the party that uses the software product, which accompanies this Agreement (hereinafter referred to as the “User”). This Agreement gives a User the right to access and use RedFox (hereinafter referred to as the “Software Products”), licensed by Caw or its suppliers. Unless otherwise agreed in writing by Caw, by accepting these terms or by installing, downloading, copying, or otherwise using the Products, User agrees to be and will be bound by the terms of this Agreement as a condition of your license and the terms and conditions of this Agreement will prevail over any inconsistent, conflicting, additional or preprinted terms. If user does not agree to the terms of this Agreement, your use is prohibited and you may not install or use the Software Product.
In addition to the terms set forth in the END USER LICENSE AGREEMENT for each SOFTWARE PRODUCT you’ve licensed, the following terms shall apply:
- Reasonable advance notice will be provided to current users of an app before Caw ceases making services available through your app, Caw takes down an app or removes it from current distribution due to: (a) an allegation or actual infringement of any intellectual property right or right of publicity or privacy of any third party, (b) an allegation or actual defamation, (c) an allegation or determination that an app does not comply with applicable law, (d) Caw ceasing to do business, or (e) Caw filing a petition in bankruptcy, dissolving or otherwise failing or unable to pay Caw debts as they become due.
- An app may be removed at any time from the App Market if it is determined that the app: (i) may infringe or otherwise violate the intellectual property rights or any other rights of any third party; (ii) violates any applicable law, regulation, card association rule, or is subject to an injunction; (iii) violates the Clover App Market Developer Program Policies; (iv) is being distributed in a manner that is in breach of the Clover Developer Terms; (v) may create liability for Clover; or (vi) may contain a virus, malware or spyware, or may have an adverse impact on Clover’s systems.
- A User may cancel their subscription at any time before the end of the applicable billing cycle, and upon cancellation, the subscriber will: (i) not receive a refund for the billing period during which the user cancels its subscription, and (ii) be able to access its subscription and receive issues and updates of the relevant subscription until the subscription termination date.
- Clover, on Caw’s behalf, may refund the full purchase or subscription price of an app to a User if: (i) an app does not function properly; or (ii) a user requests a refund from Clover, as a Caw agent, within a reasonable time period.
- Clover and its affiliates do not have any responsibility or liability to a user of an app in any way with respect to the user’s use of an app.