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License Agreement
This License Agreement ("the Agreement") is a legal agreement between the individual person licensed, with an individual user ID and password ("the Licensee") to subscribe to the SITESEER service ("the Service"), SiteSeer Technologies, ("SiteSeer Technologies ") and its suppliers. By clicking on the "accept" box, accessing or otherwise using the Service, you agree to be bound by the terms of the Agreement. If you do not agree to the terms of the Agreement, do not continue with this on-line service. Any third-party software, including any browser plug-in that may be provided with the service is included for use at your option. Neither SiteSeer Technologies nor such third party shall be responsible for any losses or damages which may occur resulting from the use of any third-party software. The terms and conditions herein apply to the Services inclusive of transactional reporting users, one-time users and users participating in a free trial or evaluation of the Service.
1. Services Included
This Agreement pertains to the access and usage of the online services and programs offered by SiteSeer Technologies through its online service solution, SITESEER™. This Agreement in no way constitutes a sale of any service, program or intellectual property, which are owned exclusively and in total, by SiteSeer Technologies and its affiliates. User rights are specified in the following paragraphs of this agreement, and SiteSeer Technologies retains all rights not express granted to the Licensee. Nothing in this Agreement constitutes a waiver of SiteSeer Technologies’ rights under US or international copyright law or any federal or state law.
2. License and Restrictions
In consideration of the subscription fees paid, SiteSeer Technologies hereby grants the Licensee a limited, non-exclusive, non-transferable license to use the Service and its Outputs during the Subscription period selected and paid for by the Licensee. Outputs include any data, report, map, chart, summary, analysis or any other item that is generated from the Services included on the site. The minimum term for the SITESEER Standard Service is one (1) year from date of initial purchase and shall automatically be renewed in one (1) year terms unless otherwise directed by the user in writing in a separate statement of work document. The License is granted to a single user and no other person is entitled to operate or access the Service. Additional users may be added at an additional cost and at the authorization of the Licensee. Under no circumstance may the Licensee allow a greater number of users to access the Service than the total number of users for which the Licensee has paid. The Service may not be shared or used concurrently. The Service shall be used solely by the Licensee for its own business purposes so long as such business purposes do not include generation of revenue from the sales of the output created by the Licensee using the Service.
SiteSeer Technologies retains all ownership rights to the Service inclusive of all underlying computer code, all applications as delivered by SiteSeer Technologies, the interaction of applications with underlying data and data engines, specifications, methodologies, parameters and all other information relating to the application delivered within the Service. The service is provided solely for Licensee’s use. Licensee shall not any other person or entity to use the Service without the prior written consent of SiteSeer Technologies. SiteSeer Technologies may require Licensee to pay additional consideration to obtain such prior approval. Licensee shall also not use the Service in any way to develop or assist others in developing a product or service, regardless of whether such system, product or service competes directly or indirectly with SiteSeer Technologies or not. Neither Licensee nor its employees, contractors, or agents shall share any information of any nature about the Services with any other person or entity, including without limiting the generality of the statement, vendors, contractors, partners, or others.
Licensee is not permitted to "resell" the Support Materials, in whole or part, without the express written consent of and appropriate compensation to SiteSeer Technologies and any source providers. For purposes of this License, the term "resell" shall mean to sell, disperse or distribute. Such actions include the application, any underlying data, model or algorithm, or any output thereof, including information generated from the application either as a data report or electronic file to any party other than Licensee, its employees, agents, or contractors, whether such transaction generates revenue or income for Licensee or not. Output from the Service may be used by the Licensee for its business purposes including use in its own research and marketing efforts in support of sales of its own services or products, including provision of the output to potential third party purchasers of the Licensee’s own products and services so long as such third parties agree not to resell (as defined in the prior statement), sublicense or otherwise disclose any of the output in any form and agree to use to use the output only for the purposes of evaluating its decision to purchase Licensee’s product or services. Fees paid for this service are not refundable in whole or part.
Alternative licensing options are available for our channel partners who may wish to engage as a formal "reseller" of the Service. Please contact sales1@siteseer.com or call 866-524-2804.
3. Additional Limitations and Restrictions
Unless otherwise expressly permitted herein you may not:
a. reverse engineer, decompile, deconstruct or otherwise decode any portion of the output
b. make derivative works including, but limited to translations, adaptations, arrangements or any other alteration (each which would become the property of SiteSeer Technologies and/or its Third Party Licensors as application) of the outputs
c. sell, rent, lease, lend access to the Service
d. sell, rent, lease, lend or otherwise license Outputs for revenue
e. allow another person or entity to use the user ID and PIN
f. place any output on the internet or any similar external network or network service or enter into any reseller, distribution, or third party arrangements for distribution of Output such as, but not limited to electronic, online, subscription, "fee for service" or general, uncontrolled availability to the public without an explicit prior written agreement with SiteSeer Technologies.
4. User ID and Passcode or PIN
Each Licensee is assigned an individual user identification and passcode which will grant access to the system and the Services Licensed to the Licensee. The Service will automatically transmit a user code which will be provided during the first log in to the Service to verify the identity of the user. It is the responsibility of the Licensee to safeguard and protect this information. In the event it is discovered that the user identification and passcode are being used by another individual, SiteSeer Technologies, at its sole discretion, may terminate the Services without refund or bill the Licensee for an additional user license. Please be advised that SiteSeer Technologies routine tracks and sources IP addresses and service may be suspended if Licensee is accessing the Service in a way that is potentially in violation of Section 2. Suspension of service does not entitle Licensee to a refund on Service in whole or part.
5. Limitations of Liability
The Service is provided "as is" except as may otherwise be expressly set forth herein. To the maximum extent permitted by applicable law, SiteSeer Technologies and its Licensors further disclaim all warranties; including without limitation any implied warranties of merchantability, fitness for a particular purpose and noninfringement. The entire risk arising out of the use or performance of the Service remains with the Licensee. To the maximum extent permitted by applicable law, in no event shall SiteSeer Technologies, Licensors or its suppliers be liable for any consequential, incidental, direct, indirect, special, punitive or other damages whatsoever, including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss arising out of this agreement. or the use of or inability to use the service, even if SiteSeer Technologies or such Licensors has been advised of the possibility of such damages.
SiteSeer Technologies exercises its best efforts to provide service to its Licensee’s when and where they choose and provides reasonable, commercially accepted practices with respect to safeguarding data provided by its Licensees for use with the Service. Due to the inherent nature of the internet, SiteSeer Technologies does not guarantee uninterrupted or error free service and does not guarantee that you will be able to access the Service at the time or location of their choosing or that SiteSeer Technologies will have adequate capacity for the Service as a whole or in a specific geographic area. Access may be limited such as may occur during peak times. SiteSeer Technologies cannot be held responsible for unauthorized entry by third parties to its website or the misappropriation and dissemination of client information on SiteSeer Technologies' systems by such parties.
6. Payment of Services
Licensees agree to pay for all Services by credit card or e-check service unless otherwise arranged with a SiteSeer authorized representative. If an annual subscription is purchased, the Licensee may elect the option to pay fees on a monthly, quarterly or annually basis to a credit card. User represents and warrants that they are an authorized to make the purchase. All Licensees affirm that they are providing a valid credit card number and that they are the authorized user of the credit card offered for payment and agree to pay all charges resulting from the Services. User is responsible for providing a valid credit card number at the time service is initiated. SiteSeer Technologies, may, at its sole discretion, modify the payment terms for a Licensee. Service may be terminated immediately if Services paid for by credit card to do not clear or if fraudulent or inappropriate use of credit cards is discovered on part of the User.
In the instance where an invoice-based relationship has been established between the user and SiteSeer Technologies, all invoices will be due upon receipt and considered late when payment is not received within 30 days. SiteSeer Technologies reserves the right to suspend or terminate our relationship if we do not receive payment within forty-five (45) days of the invoice date. Licensee further acknowledges that SiteSeer Technologies is under no duty to undertake any action on behalf of Licensee or to continue any action previously undertaken on Licensee’s behalf, until all of the fees and expenses required by this agreement have been paid. In addition, payments not received within thirty (30) days from the invoice date are subject to interest at the rate of 15% per annum. Accrued but unpaid interest charges will be added to the outstanding balance prior to the next invoice date. If it becomes necessary to enforce these payment provisions, Licensee agrees to pay any fees, costs and expenses incurred in collecting the amount due including, without limitation, any amounts charged by collection agencies or attorneys. Fees paid for Services are not transferable or refundable in whole or part.
7. Term and Termination
The term of an annual subscription License will be one year from the purchase date. An annual licensed is billed either in full or on a monthly or quarterly basis. The Service is automatically renewed at the end of the license term if not cancelled in writing within 90 days of the end of the contract year. The agreement and the right to use the Service will automatically terminate if the Licensee fails to comply with any material provision of this agreement. The Licensee will forfeit all fees paid to SiteSeer Technologies for the Services in the event of early termination. In the event of Termination, conditions agreed to in Sections 2 and 3 shall survive indefinitely and without expiration. Any differences in terms outlined in a separate signed statement of work supersede the terms in this section. Multi-year agreements are available and subject to additional, separate terms from that offered here. Please contact sales1@siteseer.com or call 866-524-2804.
8. Governing Law
Any dispute, disagreement, controversy or claim arising out of or relating to this Agreement or any breach thereof, including, without limitation, any claim that this Agreement, or any portion of it, is invalid, illegal or otherwise voidable, shall be submitted first to mediation and if not resolved then to binding arbitration before and in accordance with the commercial arbitration rules of the American Arbitration Association. The situs of any mediation or arbitration proceeding shall be in Ada County, Idaho and Idaho law shall govern the dispute.
9. General Provision
SiteSeer Technologies may not assign this agreement or any of its rights or obligations under this agreement in whole or in part, and any attempted or purported assignment by SiteSeer Technologies shall be null and void. If any provision of this agreement shall be declared invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the remainder of this agreement, and that provision shall be deemed to be amended in accordance with applicable law in the manner that most closely reflects the original intentions of the parties.
10. Indemnification
Licensee hereby indemnifies SiteSeer and its owner companies, and holds SiteSeer and its owner companies harmless from all losses, damages and costs arising from Client’s breach of any of its obligations under this Agreement. Further, Licensee and its permitted assignees, if any, agree that they, jointly and severally, if more than one, shall indemnify and hold SiteSeer and its owner companies, harmless from any and all liability and claims against SiteSeer and its owner companies by anyone, which arise out of or in connection with the use of the product or Materials in the operation of Licensee or any approved third party’s business. This indemnity shall include all costs, attorney fees, and damages which SiteSeer is required to pay by reason of litigation or claims against SiteSeer for any reason.
11. Acknowledgement
The Licensee acknowledges that he or she has read this Agreement in full and agrees to be bound by its terms and conditions. The Licensee also agrees that no oral or written information or advice given by SiteSeer Technologies, its dealers, distributors, resellers, agents or employees shall in any way increase the scope of this Agreement. Unless a written overriding agreement signed by SiteSeer Technologies and the Licensee, this Agreement is the complete and exclusive statement of agreement of SiteSeer Technologies and the Licensee and the subject matter supersedes all proposals – oral or written – and any other communication held prior to purchasing the License.
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