Software License Agreement
(EFFECTIVE JULY 1, 2009)
1. Right to Use the Service.
You may not use the Service to do any of the following: (a) send communications which are unlawful, threatening, abusive, harassing, defamatory, vulgar, obscene, offensive, libelous, or that may invade another’s right of privacy or publicity; (b) utilize the intellectual property of any other person or entity without their prior and explicit written permission; (c) violate any law, rule or regulation or advocate any activity that does so; (d) solicit funds, goods, or services (including, but not limited to, sweepstakes, contests or pyramid schemes); (h) transmit viruses or corrupted data or otherwise burden or interfere with the operation of the Service or any other party’s site or service; or (i) collect or store user names, email addresses or any other personally identifiable information about any user without their explicit permission and in all cases in compliance with applicable laws and regulations.
3. Privacy and Our Relationship
You agree that ClickEquations may use your name, logo and branding (and describe the services you are utilizing) in marketing and advertising materials and in other public statements relating to the Service.
4. Your Responsibilities
You are responsible for the following: (a) having Internet access in order to use the Service (and for all costs in connection with such access); (b) ensuring that all registration and account information and data are current and accurate and that you have backed-up all such information; (c) managing all account activity; (d) maintaining the confidentiality and security of your username, password and account information; and (e) securing all consents and permissions to enable you to maintain your advertising accounts and to allow ClickEquations to access the data in your accounts. As we cannot guarantee that the Service will always be available, you should take all steps necessary to enable you to conduct your business without use of the Service.
During the term of this Agreement, and for three years thereafter, each party shall keep confidential and shall not use for any purpose any information provided to it by the other party that is labeled or otherwise identified as confidential or proprietary, unless the information sought to be disclosed (a) is publicly known at the time of disclosure, (b) is lawfully received from a third party not bound in a confidential relationship with the other party, (c) is published or otherwise made known to the public by the other party, (d) was generated independently by the receiving party, or (e) is required to be disclosed under a court order. Customer agrees that all deliverables are for internal use only.
ClickEquations will defend Client from and against all claims, suits and proceedings brought against Client for infringement by the Services of a third party’s intellectual property rights and will indemnify and hold Client harmless against any resulting liabilities, losses, damages and costs awarded by a court of final jurisdiction or included as part of a final settlement, as well as all reasonable attorneys’ fees (collectively, “Claims”). ClickEquations’ obligations under this section shall not apply to any Claims based upon: (a) any materials, software or other information that have been altered by Client or any party other than ClickEquations; (b) the combination of the Services or any such materials, software or information with any items not provided by ClickEquations; or (c) use of the Services or any such materials, software or information after receiving notice from ClickEquations that they may give rise to any such claim. Client will defend ClickEquations from and against all Claims brought against ClickEquations in connection with Client’s use of the Service. The indemnified party shall: (i) promptly notify the indemnifying party in writing of any claim, suit, or proceeding for which indemnity is claimed; (ii) cooperate reasonably with the indemnifying party at the latter’s expense; and (iii) allow the indemnifying party to control the defense or settlement thereof. The indemnified party will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. This Section 7 states the sole remedies and obligations of the parties concerning intellectual property claims.
8. Disclaimer of Warranty
9. Limitation of Liability