IF YOU AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AND SERVICES AGREEMENT (“LICENSE”), AND YOU ARE ACCEPTING ON BEHALF OF YOUR COMPANY OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL BINDING AUTHORITY TO THE COMPANY OR APPLICABLE ENTITY.
1. License and Services
SaaS Experts, Inc. (“Company”) hereby licenses to you access to our integrated platform consisting of: (1) Software-as-a-Service application for tracking and measuring website performance using proprietary analytics and scoring systems, and (2) directory marketplace for service providers, and related services accessed via web browser and related documentation (the “Software”) for each user license purchased or directory listing subscription. Company retains all right, title and interest in and to the Software. The Software and all parts thereof are the subject matter of various proprietary rights, including without limitation copyrights, trade secrets, patents and other similar intellectual and industrial property rights (“Proprietary Rights”). This License permits you to use the Software and to make copies and install the Software as necessary in unmodified form for your internal use of the Software in accordance with this Agreement. You may not, however, sell or derive any profit from such distribution or installation. No license, right or interest in any trademark, trade name or service mark of Company or any third party is granted under this License. You acknowledge that this License in no way shall be construed to provide an express or implied license to use, modify or improve any of the content of the Software, including without limitation, or any works, inventions, discoveries, technology or other items which are the subject matter of Company’s Proprietary Rights or otherwise to use or exploit the Software or the Proprietary Rights in any matter not expressly permitted herein.
Company acknowledges and agrees that you may share performance reports and analytics generated by the Software with your customers and end-users in connection with services you provide for which you charge a fee; provided, however (a) any such sharing does not exceed your total number of authorized users of the Software; and (b) Company shall not be liable to you or any such customers or end-users for any such use.
2. Restrictions
You may not attempt to create or derive any of the source code or other technology or data within the Software by disassembly, reverse engineering or any other method, or otherwise reduce the Software to a human-perceivable form. You may not modify or translate any part of the Software. You may not use, disclose, distribute, in whole or in part, nor rent, lease or lend the Software without the prior written authorization of Company. You agree to provide notice to Company immediately after learning of or having reason to suspect a breach of any of the provisions set forth in this License. User agrees not to conduct any security testing or penetration testing of the software, its components or associated systems, without the prior written consent of Company, and violation of this provision shall constitute a material breach of this agreement.
You further agree not to submit false, misleading, or fraudulent information through the Software’s directory services, manipulate reviews or ratings through artificial means, or use automated tools to scrape or harvest data from the Software without express written permission. You specifically agree not to:
a) Create fake or fraudulent business profiles or reviews
b) Submit reviews for businesses you have not actually engaged with
c) Offer or accept payment for reviews or ratings
d) Use multiple accounts to manipulate directory rankings or reviews
e) Submit defamatory, offensive, or inappropriate content
f) Attempt to circumvent Company’s verification or content moderation systems
g) Violate any applicable laws in connection with your use of the directory services
Violation of these marketplace-specific restrictions may result in immediate termination of your account and removal of all associated content without notice.
3. Cross-Platform Integration and Data Sharing
3.1 Unified Account Management
Client may use a single account to access both SaaS application features and directory marketplace services. Account credentials, user preferences, and subscription status may be shared between the platforms to provide integrated functionality. Client acknowledges that actions taken on one platform may affect services and data visibility on the other platform.
3.2 Performance Analytics Publication
Clients using the SaaS application may elect to publish performance analytics and proprietary scoring results to their directory profiles at their sole discretion. Such publication is entirely voluntary and under Client’s control. Client may enable or disable the display of performance analytics on their directory profile at any time through account settings.
PERFORMANCE ANALYTICS DISCLAIMERS: CLIENT ACKNOWLEDGES AND AGREES THAT: (i) ALL PERFORMANCE ANALYTICS, SCORES, RATINGS, AND ASSESSMENTS ARE GENERATED BY PROPRIETARY, CONFIDENTIAL ALGORITHMS THAT ARE SUBJECTIVE IN NATURE AND BASED ON COMPANY’S METHODOLOGY; (ii) SUCH ANALYTICS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL ADVICE OR GUARANTEES OF PERFORMANCE; (iii) THE ALGORITHMS AND METHODOLOGIES USED ARE TRADE SECRETS AND MAY CHANGE WITHOUT NOTICE; (iv) SCORES AND ANALYTICS MAY BE INACCURATE, INCOMPLETE, OR BASED ON LIMITED DATA SETS; (v) COMPANY MAKES NO WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF ANY PERFORMANCE ANALYTICS; (vi) PUBLISHED ANALYTICS MAY AFFECT DIRECTORY PROFILE VISIBILITY, RANKING, OR PERCEPTION BY THIRD PARTIES IN UNPREDICTABLE WAYS; (vii) CLIENT ASSUMES ALL RISK ASSOCIATED WITH PUBLISHING OR RELYING UPON PERFORMANCE ANALYTICS; (viii) COMPANY SHALL NOT BE LIABLE FOR ANY BUSINESS IMPACT, LOST OPPORTUNITIES, REPUTATIONAL HARM, OR OTHER DAMAGES ARISING FROM PERFORMANCE ANALYTICS OR THEIR PUBLICATION.
3.3 Limited Cross-Platform Data Sharing
Data sharing between SaaS application and directory services is limited to:
a) Account authentication and user preference information
b) Subscription status and service level entitlements
c) Performance analytics and scoring data voluntarily published by Client to their directory profile
d) Basic profile information necessary for service integration
Company does not share detailed SaaS usage data, client information, or proprietary business data between platforms except as specifically authorized by Client or required for service functionality.
3.4 API Access and Integration
Company may provide Application Programming Interface (API) access to qualified clients for integration purposes. API access is subject to additional terms and usage limitations as determined by Company. Client acknowledges that API access may be limited, modified, or terminated at Company’s discretion. Any data accessed through APIs remains subject to the confidentiality and usage restrictions set forth in this Agreement.
4. Directory Marketplace Terms
4.1 Profile Creation and Claiming
Company may collect and list publicly available business information for service providers in the directory. Any service provider may “claim” their profile by completing Company’s verification process, including email domain authentication. Once successfully claimed and verified, the claiming party obtains full control over the profile content, subject to Company’s content review process and these terms.
4.2 Directory Listing Tiers and Compliance
Free Listings: Basic profile listing with standard features at no cost.
Premium Listings: Enhanced profile features for annual fee as determined by Company from time to time.
Free with Backlink Listings: All premium features provided at no cost contingent upon Client maintaining an active, functional backlink from Client’s website to Client’s SEOGPA profile. Client acknowledges that backlink compliance is verified through automated and manual processes. Company will provide notice to Client if the required backlink is not detected. Failure to maintain required backlink for more than seven (7) days after notice may result in downgrade to Free Listing tier. Client waives any claim for damages arising from such downgrade.
4.3 Content Review and Moderation
All profile updates, including claimed profiles, are subject to Company’s review process. Company reserves the right to temporarily unpublish any profile for up to two (2) business days while conducting content review. Company may reject, modify, or remove content that:
a) Contains false, misleading, or unverifiable information
b) Violates applicable laws or regulations
c) Infringes third party intellectual property rights
d) Contains inappropriate or offensive material as determined by Company in its sole discretion
Client acknowledges that Company’s content decisions are final and not subject to appeal or arbitration.
4.4 Review System and Verification
Review Submission: All reviews must be submitted by verified users through Company’s authentication process, which may include email verification, domain verification, and manual review at Company’s discretion.
Review Standards: Reviews must be based on actual business interactions and may not contain:
a) False, fraudulent, or fabricated information
b) Content unrelated to the service provider’s business performance
c) Defamatory, offensive, or inappropriate language
d) Violations of applicable laws or regulations
Review Disputes: Service providers may dispute reviews through Company’s internal review process. Company’s decision on disputed reviews is final and binding. Company reserves the right to remove reviews at its sole discretion without notice or explanation.
Review Authenticity: Company employs various methods to verify review authenticity, including but not limited to technological analysis, manual investigation, and third-party verification services. Client acknowledges that no verification system is perfect and Company makes no warranties regarding review authenticity.
4.5 Profile Unpublishing and Removal
Clients with claimed profiles may unpublish their profiles at any time through their account settings, regardless of payment status or subscription level. Company may also unpublish or remove profiles for violations of these terms, non-payment (for premium services), or at Company’s discretion for business or legal reasons. Upon unpublishing, all profile content becomes inaccessible to public users but may be retained by Company for administrative and legal purposes.
5. Termination and Term
This Agreement shall become effective upon your indication of acceptance by electronically indicating acceptance and accessing the Software (“Effective Date”). You may terminate this Agreement within thirty (30) days of the Effective Date if you disagree with the terms of this Agreement and receive a full refund of amounts paid, provided this is your initial purchase of Company services and you have not previously received a refund under this provision. This thirty (30) day refund period applies only to first-time customers and does not apply to upgrades, renewals, additional purchases, or customers who have previously used Company services. This Agreement shall remain in effect until Termination. If you terminate the Agreement after the thirty (30) day refund period, you will continue to have access to the Software through the end of your current paid billing period, after which access will terminate. No refunds will be provided for unused portions of prepaid subscription periods, except that if termination is due to Company’s uncured material breach, Client will receive a pro-rata refund of unused prepaid fees. AUTOMATIC RENEWAL NOTICE: YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR THE SAME TERM (MONTHLY, YEARLY, OR MULTI-YEARLY) UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. YOU WILL BE AUTOMATICALLY CHARGED THE THEN-CURRENT SUBSCRIPTION FEE FOR THE RENEWAL PERIOD. The Yearly recurring option may have multi-yearly (“Multi-Yearly”) discounts available, therefore the Yearly recurring term would be defined as the total amount of years you selected (if not selected or specified, the default Yearly recurring plan is for one (1) year). For avoidance of doubt, the selection subscription stage is wherein the Client chooses the level of subscription that the Client desires along with the recurring payment term (“Payment Term”). The Payment Term selected by Client sets and equates to the agreement term (“Agreement Term”) length for this Agreement, which automatically extends Monthly, Yearly or Multi-Yearly unless cancelled as per this Section 5.
As long as you have made timely payments and are not in breach of the Agreement, you may terminate for cause if Company fails to perform its duties under the Agreement within 30 days of your notice to Company that it is in breach of a material term. Company may terminate this Agreement for cause if you fail to make timely payments within 10 days of notice of delinquency by Company. Company may also disable the Software temporarily in the case of nonpayment, which shall not be considered a termination by Company. Charges will still accrue even if your service is temporarily suspended for non-payment. Company may also terminate this Agreement if you fail to comply with your duties under the Agreement within 30 days of notice to you that you are in breach. Company may also terminate the Agreement immediately if you violate its intellectual property rights or seek bankruptcy protection or similar relief from creditors, or if bankruptcy proceedings are imminent or initiated by any other party. In any termination for cause, all payments owed shall be immediately due and payable.
Upon termination, you must destroy (or permanently uninstall) all copies of the Software and remove all Company related HTML, Java script(s), and web code inclusions of any type (i.e. IFRAME, etc.) relating to Company entirely from all applicable websites.
Directory listings may be downgraded to free tier upon termination of paid services but may be unpublished entirely at Client’s election.
6. Disclaimer of Warranties
a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS AND YOU HEREBY WAIVE ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR INTENDED USE, WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, ANY WARRANTY OF COMPATIBILITY BETWEEN THE SOFTWARE AND YOUR EQUIPMENT OR SOFTWARE. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, EVEN IF ADVISED OF THE RISK OF SUCH DAMAGES IN ADVANCE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT COMPANY’S LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY.
b. Company shall not be liable to you nor deemed to be in default of this Agreement, on account of any delays, errors, malfunctions, compatibility problems or breakdowns with respect to the Software, unless such delay, error, malfunction or breakdown results solely from the gross negligence or willful misconduct of Company.
c. You acknowledge that the installation or use of the Software on your communications hardware (including peripherals) or software may result in loss of or damage to your hardware, software or data. You agree to take all reasonable precautions to prevent such loss and damage, including copying data prior to installation and other reasonable and customary measures, and adherence to manufacturer’s instructions. You further agree to release and hold Company and its past and present directors, affiliates, partners, officers, employees, agents and contractors harmless from and against any losses, damages, liabilities, suits or fines caused by or arising from the installation or use of the Software or the communications hardware (including peripherals) or any other similar hardware or software utilized to permit access to the Software.
d. You acknowledge that directory information, reviews, ratings, and performance analytics are provided for informational purposes only and Company makes no warranties regarding the accuracy, completeness, or reliability of such information. COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES REGARDING: (i) THE ACCURACY OR COMPLETENESS OF DIRECTORY LISTINGS OR BUSINESS INFORMATION; (ii) THE AUTHENTICITY OR RELIABILITY OF USER REVIEWS AND RATINGS; (iii) THE QUALIFICATIONS, COMPETENCE, OR PERFORMANCE OF ANY SERVICE PROVIDERS LISTED IN THE DIRECTORY; (iv) THE OUTCOME OF ANY BUSINESS RELATIONSHIPS OR TRANSACTIONS FACILITATED THROUGH THE DIRECTORY; (v) THE AVAILABILITY OR FUNCTIONALITY OF BACKLINK VERIFICATION SYSTEMS; (vi) THE CONTINUED AVAILABILITY OF ANY DIRECTORY LISTINGS OR CONTENT; (vii) THE ACCURACY, RELIABILITY, COMPLETENESS, OR USEFULNESS OF ANY PERFORMANCE ANALYTICS, SCORES, RATINGS, OR ASSESSMENTS GENERATED BY THE SOFTWARE; (viii) THE METHODOLOGIES, ALGORITHMS, OR CALCULATIONS USED TO GENERATE PERFORMANCE METRICS; (ix) THE CORRELATION BETWEEN PERFORMANCE ANALYTICS AND ACTUAL BUSINESS RESULTS OR SEARCH ENGINE PERFORMANCE. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON DIRECTORY INFORMATION, REVIEWS, RATINGS, OR PERFORMANCE ANALYTICS IS AT YOUR SOLE RISK.
7. Indemnification
You shall, at your expense, indemnify, defend and hold harmless Company, its past and present directors, affiliates, partners, officers, employees and agents, from and against all liabilities, damages and expenses, and claims for damages, suits, proceedings, recoveries, judgments or executions (including but not limited to litigation costs, expenses, and reasonable attorneys’ fees) finally awarded and arising out of or in connection with: (i) any claim that your system, data, content, or use of the Software infringes any third party patent, copyright, trademark or other property right; (ii) your breach of this Agreement; (iii) your violation of applicable laws; (iv) content you submit to the directory services including reviews, profile information, or other user-generated content; (v) your use of the Software in a manner not authorized by this Agreement; (vi) claims arising from your business operations, services, or products listed in the directory; (vii) disputes between you and your customers or other directory users; (viii) false, misleading, or defamatory statements in your directory profile or reviews you submit; (ix) failure to maintain required backlinks for Free with Backlink listings; (x) any data breach or security incident involving your systems or data; (xi) claims arising from your publication, use, reliance upon, or third party reliance upon performance analytics, scores, ratings, or assessments generated by the Software; (xii) claims that performance analytics or scores are inaccurate, misleading, or caused business harm to you or third parties; (xiii) disputes arising from differences between performance analytics and actual business results. This indemnification applies to systems, data, and content provided by you, and shall not apply to infringement claims arising solely from Company’s unmodified Software when used in accordance with this Agreement.
Company shall, at its expense, indemnify, defend and hold harmless you from and against claims that the Software, in the form delivered by Company, infringes any third party patent, copyright, or trademark, provided you promptly notify Company of such claim and cooperate in the defense. This indemnification shall not apply to claims arising from modifications to the Software not made by Company or use of the Software in combination with products not supplied by Company.
8. Limitation on Liability
Company’s total cumulative liability in connection with this Agreement and the Software, whether in contract or tort or otherwise, will not exceed the amount of License Fees paid to Company for the most recent one-year period (note that free accounts, those that do not include fees (“Free Version”) provide $0 (zero) dollars in liability) prior to the event giving rise to such liability, except that nothing herein shall limit Company’s liability for gross negligence, willful misconduct, death or personal injury, or Company’s breach of confidentiality or data protection obligations.
If the disclaimer of warranty, indemnification, and limitation of liability provided in Section 6 and Section 7 and Section 8 cannot be given local legal effect according to their terms, reviewing courts shall apply local law that most closely approximates an absolute waiver of all civil liability in connection with the Software and Services provided, unless a warranty or assumption of liability accompanies usage of the Software and Services in return for a fee.
9. Controlling Law and Interpretation
This License shall be governed by and construed in accordance with the substantive laws of the State of North Carolina, notwithstanding the conflicts of law provisions of that state or any other jurisdiction. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in North Carolina before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If any part of this Agreement is deemed unenforceable for any reason, that provision and the remainder of the Agreement shall be interpreted to the greatest extent allowable by law to give the provision and the Agreement as a whole the fullest effect intended under the law.
10. Price and Payment
This section is relevant for any Client not currently utilizing the initial free trial period or Free Version of Company’s software and services. Any usage by Client outside the initial free trial period or Free Version will constitute Client as a (“Paying Subscriber”). Paying Subscribers have the option to subscribe to Monthly or Yearly recurring terms for SaaS services, and may separately subscribe to directory listing services with annual billing.
Monthly Paying Subscribers shall pay to Company monthly in advance the subscribed license and service fees. Client agrees and authorizes Company or its agent to automatically bill Client’s credit card on a continual basis each, 3-5 days in advance prior to the original subscription start day of the next Monthly billing period, per the set license and service level fees pursuant to this Agreement.
Yearly Paying Subscribers shall pay to Company yearly in advance the subscribed license and service fees. Client agrees and authorizes Company or its agent to automatically bill Client’s credit card on a continual basis each, 3-5 days in advance prior to the original subscription start day of the next Yearly billing period, per the set license and service level fees pursuant to this Agreement.
Multi-Yearly Paying Subscribers shall pay to Company multi-yearly in advance the subscribed license and service fees. Client agrees and authorizes Company or its agent to automatically bill Client’s credit card on a continual basis each, 3-5 days in advance prior to the original subscription start day of the next Multi-Yearly billing period, per the set license and service level fees pursuant to this Agreement.
Since each upgrade to user count, plan change or feature set will renew the Monthly, Yearly or Multi-Yearly term commitment and billing cycle dates for the entire Agreement, any prorated unused credits due from the previous billing term will be applied as a credit toward the renewed Agreement balance that may be due. Discounts for Yearly and Multi-Yearly or any package where discounts were provided based on length of term will be lost if downgrading in the middle of a Term. To receive volume pricing, upon each upgrade, Client must keep total number of licenses, plan package or feature set for the agreed to Term before a downgrade is permitted. This requirement is not necessary if discounts are waived by customer.
Company may make arrangements to invoice Client Monthly, Yearly or Multi-Yearly for agreements valued over $1,000 monthly, in advance, the set license fees pursuant to this Agreement. Failure of Company to issue any invoice or bill shall not relieve Client of the obligation to pay for any charge owed Company pursuant to this Agreement. If Company invoices Client for the Monthly, Yearly or Multi-Yearly set license fees, Client shall pay all fees and other charges within fifteen (15) days of the date of each invoice unless other terms have been negotiated in advance and are clearly stated on the invoice. Provided that the invoice is timely received, in the event that Client fails to pay within fifteen (15) days of an Invoice, Company may levy a late payment charge computed at the rate of 1 1/2% per month on the outstanding balance due hereunder from any month or fraction thereof that such payment is in default.
Client shall pay all sales, use, personal property, excise, license and franchise taxes as well as any other similar fees, charges or assessments which arise as a result of this Agreement. Company reserves the right to increase any charge to Client under this Agreement once each term upon not less than thirty (30) days prior written notice to Client. Outside of Client initiated upgrades, each such increase shall be limited to five (5%).
If you have questions about charges to an account, you should contact Company or by using the corporate address. All charges are considered valid unless Client disputes the charge in writing within 30 days of the billing date. No adjustments will be made for charges that are more than 30 days old.
11. Technical Standard Support Service Level
Company will provide either one or more of the following forms of technical support to Client’s User Licensees from 9 a.m. to 8 p.m. Eastern Standard Time (EST), Monday-Friday (“Weekdays”) of each week of this Agreement: Phone, E-mail or Chat. Company will provide on call support with one hour or less response time 24 hours per day if client subscribes and elected the premium support. In addition, Company will respond to any electronic mail queries within 24 hours of receipt by Company during regular business days.
Client acknowledges that Company does not agree to provide, and will not provide, any “help desk” assistance or similar user or technical support to Client’s customers with regard to the Software or Services.
Client agrees that it will notify its customers that Company does not provide such support, and Client shall be solely responsible for all such support for the benefit of its customers.
Company has established set maintenance windows on Monday and Friday mornings between the hours of 2 a.m. and 6 a.m. EST (“Pre-established Maintenance Window”). During the Pre-established Maintenance Window, Company reserves the right to take down a Client’s server(s) in order to conduct routine maintenance checks to both software and hardware. If a Client’s server(s) will be down for more than two (2) minutes within the Pre-established Maintenance Window, Company will advise Client of such prior to any scheduled maintenance downtime. Company will not be responsible for damages or costs incurred by Client, if any, for scheduled down time during the Pre-established Maintenance Window. Company reserves the right to change the Pre-established Maintenance Window upon prior notice to Client.
12. Notices
All notices, requests, demands or other communications hereunder shall be in writing, hand delivered, sent by first class mail, overnight mail, or email and shall be deemed to have been given when received at the following addresses:
If to Company:
SaaS Experts, Inc.
[Physical Address – To Be Updated]
Email: [email protected]
If to Client: To the Address or email of Client as set forth in your account
13. Confidential Information
a) Confidential Information supplied by one party to another pursuant to this Agreement is for the exclusive use of the receiving party and shall not be disclosed or made available to any other person, firm, corporation or governmental entity in any form or manner whatsoever; provided, however, that in the event Confidential Information is subpoenaed or otherwise requested or demanded by any court or governmental authority, the receiving party shall give written notice to the disclosing party prior to furnishing the same and shall, at the request of the disclosing party, exercise reasonable business efforts in cooperation and at the sole expense of the disclosing party, to quash or limit such request, demand and/or subpoena. The receiving party’s obligations include treating Confidential Information with at least the concern and protective measures accorded any trade secrets, proprietary or confidential information and materials of the receiving party. Nothing herein shall be construed to require the disclosure of Confidential Information to the receiving party, or to require the receiving party to accept Confidential Information.
b) Upon any termination of the Agreement, Client agrees to deliver to Company all documentation, materials, information, Equipment, technical configurations and specifications supplied by Company and shall also certify in writing that all copies have been returned to Company.
c) Client understands that the information it has access to from Company and through the Software is confidential and proprietary and includes valuable trade secrets of Company and that Company would suffer irreparable harm if such confidential or propriety information or trade secrets are directly or indirectly (i) used by Client for any purpose other than those specifically set forth herein, or (ii) disclosed to any third party including affiliates of Client which may operate as software developers in direct or indirect competition with Company. Accordingly, Client agrees not to use the information for other purposes, disclose, or allow access to such information to any third party, except for consultants or contractors with a need to know and who has signed a non-disclosure agreement with terms comparable to this Confidential Information section. Client agrees that a breach of these conditions shall be grounds sufficient for immediate termination of, or suspension of, services under this Agreement, inhibiting Client’s access to and use of the Software, and appropriate legal relief. Upon termination of this Agreement for any cause or reason, Client agrees to deliver to Company all materials or information supplied pertaining to the Software and shall also confirm that all copies of such material have been returned to Company or destroyed. Notwithstanding the foregoing, Client may retain copies of reports, analytics, and data that Client exported or generated during the subscription period for Client’s own business use.
d) Company understands that the information it has access to through the right of access to Client’s facilities is of a confidential and proprietary nature, and Company may hereinafter have access to other information of Client which is of a confidential and proprietary nature, and could result in irreparable harm to Client if any such confidential or proprietary information is directly or indirectly (i) used by Company for any purpose other than as specifically set forth herein, or (ii) disclosed to any third party. Accordingly, Company agrees not to use the information for other purposes, disclose or allow access to such information to any third party except for consultants or contractors with a need to know and who has signed a non-disclosure agreement with terms comparable to this Confidential Information section. Company agrees that a breach of these conditions shall be grounds sufficient for immediate termination of this Agreement, and legal as well as injunctive relief. Upon termination of this Agreement for any cause or reason, Company agrees to deliver to Client all materials or information supplied pertaining to Client and shall also confirm that all copies of such material have been returned to Client or destroyed.
e) Company and Client agree that any and all non-disclosure and use covenants contained herein shall survive for a period of five years any termination of this Agreement.
f) In the event of termination, Client shall remove all scripts and/or code placed on Clients’ website in order to use Company service.
14. Modifications
Company retains the right, in its sole discretion, to enhance, modify or alter the operation of the Software and further retains the right to make such enhancements, modifications or alterations generally available to other clients of Company. Company will not materially diminish the core functionality of the Software through such modifications. For material changes that significantly affect the user experience or core features, Company will provide reasonable advance notice to affected clients.
15. Title
Title and full and complete ownership rights to all Company owned or developed software (including source and object code) and other technical specifications, addresses or configurations (collectively the “Software”) associated with or contained in the Services or used by Company in connection with this Agreement shall remain with Company. Client understands and agrees that the Software is Company’s trade secret, proprietary information, and confidential information whether any portion thereof is or may be validly copyrighted or patented. Any Software provided to Client and its Authorized Licensees is provided by license only and such license is limited to the right to use such Software during the term of this Agreement only according to guidelines established by Company from time to time. Such Software shall be utilized by Client and its Authorized Licensees only in accordance with this Agreement and shall not be copied, duplicated, reproduced, manufactured, de-compiled, reverse engineered, incorporated into any software (including any source code, object code or algorithms), modified or disclosed in any form by any media to any other person or party. Upon termination of this Agreement, or upon request by Company, Client shall immediately return to Company any Software provided by Company. Nothing herein shall be construed to require Company to deliver any Software to Client or to require Client to accept such Software.
Client retains ownership of content, data, and information Client submits to the directory services, subject to the license granted to Company to display and use such content in connection with the Services. By submitting content to the directory, Client grants Company a worldwide, non-exclusive, royalty-free license to use, display, reproduce, modify, and distribute such content solely in connection with operating and promoting the directory services. This license includes the right to display Client’s business information, logos, and other content in directory listings, search results, and promotional materials.
For reviews and ratings submitted by Client, Client grants Company an irrevocable, perpetual, worldwide license to use, display, and distribute such reviews in connection with the Services, even after termination of this Agreement or unpublishing of Client’s profile.
Company may collect and display publicly available business information about service providers, including business names, contact information, services offered, and other publicly accessible information. Such use constitutes fair use for directory and informational purposes. Service providers may claim their profiles to control the display of their information, subject to these terms.
16. No Endorsement
Nothing herein shall be construed to constitute an endorsement by Company of any product, software, and device or service marketed, sold or provided by Client. Client shall not be entitled to use the name “Company” or any Company product mark or logo in any fashion, except as otherwise agreed in writing.
17. Publicity
All media releases, public announcements, and public disclosures by either party relating to this Agreement or the subject matter of this Agreement will be submitted to the other party for review prior to any release. Company may list Client as a customer on Company website, various third party social media websites or tradeshow material only with Client’s prior written consent.
18. General Provisions
a. Nothing in this Agreement is intended or shall be construed to create or establish an agency, partnership, or joint venture relationship between the parties.
b. The captions in this Agreement are for convenience only and in no way define, limit, or enlarge the scope of this Agreement or any of the provisions therein. Capitalized terms shall have the meanings assigned in this Agreement.
c. No waiver by either party of any provision or any breach of this Agreement constitutes a waiver of any other provision or breach of this Agreement and no waiver shall be effective unless made in writing. The right of either party to require strict performance and observance of any obligations hereunder shall not be affected in any way by any previous waiver, forbearance or course of dealing.
d. Except for Client’s obligation to make payments hereunder, neither party will be deemed in default of this Agreement as a result of a delay in performance or failure to perform its obligations caused by acts of God or governmental authority, strikes or labor disputes, fire, acts of war, failure of third party suppliers, or for any other cause beyond the control of that party.
e. Client shall not sell, assign, license, sub-license, franchise or otherwise convey in whole or in part to any third party this Agreement or the services provided hereunder without the prior written consent of Company, except that Client may freely assign all rights, title, interest and obligations under this Agreement to any taker of all, or substantially all of Client’s assets.
f. This is a non-exclusive agreement. Similar agreements may be entered into by either party with any other person.
g. This Agreement shall be governed by, construed, interpreted and enforced according to the laws of the State of North Carolina and of the United States of America, without regard to principles of conflict of laws and rules. All disputes shall be resolved by binding arbitration as provided in Section 9; courts of North Carolina shall have jurisdiction only to enforce arbitral awards or grant provisional relief in aid of arbitration.
h. Neither party shall make any use of the other party’s company name, logo, trademarks or service marks, other than those uses set forth in this Agreement, without the prior written consent of the party.
i. In the event that any material provision of this Agreement is determined to be invalid, unenforceable, illegal or void, the parties agree that unless such provision materially affects the intent and purpose of this Agreement, such invalidity, illegality, voidability or unenforceability shall not affect the validity of this Agreement nor the remaining provisions herein.
j. This Agreement constitutes the final and complete understanding and agreement between the parties concerning the subject matter hereof. Any prior agreements, understandings, negotiations or communications written or otherwise are deemed superseded by this Agreement. This Agreement may be modified only by a further written agreement executed by an authorized representative of the parties hereto. This Agreement may not be modified or waived orally and may be modified only in writing signed by duly authorized representatives of each party.
k. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term.
IN WITNESS WHEREOF, Client and Company have executed this Agreement by their respective authorized representatives as of the day and year first above written.