This End User License Agreement (“Agreement”) governs the disclosure of information by Civex LLC, a Delaware limited liability company (“Civex”, “we”, “us” or “our”) to you and your use of Civex’s beta service offering of the Civex Mobile and Web App (included all related documentation, the “Application”). The Application is licensed, not sold, to you.
- License Grant. Subject to the terms and conditions of this Agreement, Civex grants you a nonexclusive, nontransferable license to use the Application, our web application, and related services (collectively, the “Services”) strictly in accordance with this Agreement and the Content Standards (as defined in Section 8) for a period designated by Civex for the purpose of testing and evaluating the Services.
- License Restrictions. You shall not:
- copy the Application, except as expressly permitted by this license;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
- remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.
- Reservation of Rights. You agree that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information (as defined below) disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right. You shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information or the Services. You will not modify, reverse engineer, decompile, create other works from, or disassemble any software programs contained in the Confidential Information or the Services.
- Confidentiality. You agree that you will at all times hold in strict confidence and not disclose Confidential Information (as defined below) to any third party except as approved in writing by Civex and will use the Confidential Information for no purpose other than evaluating or using the Services in accordance with this Agreement. If you are an organization or entity, you shall only permit access to Confidential Information to employees and agents having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein. “Confidential Information” means all non-public materials and information provided or made available by Civex to you, including products and services, information regarding technology, know-how, processes, software programs, research, development, financial information and information Civex provides regarding third parties.
Your obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when you can document that: (a) it was in the public domain at the time it was communicated to you; (b) it entered the public domain subsequent to the time it was communicated to you through no fault of your own; (c) it was in your possession free of any obligation of confidence at the time it was communicated to you; (d) it was rightfully communicated to you free of any obligation of confidence subsequent to the time it was communicated to you; or (e) it was developed by your employees or agents who had no access to any information communicated to you. After your evaluation of the Services is complete, or upon request of Civex, you shall promptly return to us all documents, notes and other tangible materials and return or certify the destruction of all electronic documents, notes, software, data, and other materials in electronic form representing the Confidential Information and all copies thereof.
You hereby agree that breach of this Section 5 could cause Civex irreparable damage for which recovery of damages would be inadequate, and that Civex shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
- Interactive Services. Certain portions of the Services may contain message boards, profiles, forums, bulletin boards, comment sections and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Services. All User Contributions posted through the Interactive Services are public and may be seen by other users. All User Contributions must comply with the content standards set forth below (“Content Standards”). Any User Contribution you post to the Services will be considered non-confidential and non-proprietary. By providing any User Contribution, you grant us and our service providers, and each of their and our respective licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings. You represent and warrant that:
- You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
- All of your User Contributions do and will comply with the terms of this Agreement, including without limitation, the Content Standards below.
- You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not us, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Services.
- Our Rights. We have the right to:
- Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
- Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates this Agreement, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for Civex.
- Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Terminate or suspend your access to all or any part of the Services for any violation of this Agreement.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS CIVEX AND ITS SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We do not undertake to review all material before it is posted on the Interactive Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
- Content Standards. The Content Standards as contained in this Section 8 apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable U.S. federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person or entity.
- Be likely to deceive any person.
- Promote any illegal activity or advocate, promote or assist any unlawful act.
- Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
- Impersonate any person or misrepresent your identity or affiliation with any person or organization.
- Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
- Third-Party Materials. The Services may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials“). You acknowledge and agree that Civex is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Civex does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
- Beta Terms. Civex may invite you, or you may elect to participate in, Civex’s beta or early release program (the “Beta Program”). If you have acquired an early release or beta version of the Application through a Beta Program, you are granted a revocable term based non-exclusive license to use the Services for testing and evaluation purposes and not for any commercial, until such license is cancelled by Civex at any time as part of its Beta Program or earlier upon the general availability of the production version of the Application. Civex does not guarantee that a generally available version will be released or that all features will become generally available. The Services under this Agreement are a beta release offering and are not at the level of performance of a commercially available product offering. The Services may not operate correctly and may be substantially modified prior to first commercial release, or at Civex’s option may not be released commercially in the future.
In connection with your participation in the Beta Programs, you agree to make use of then current version of the Beta Materials made available by Civex to you. Upon Civex’s request, You agree to return or destroy, or cease use of, all Beta Material. BETA MATERIALS MAY NOT HAVE BEEN TESTED, MAY NOT BE FREE FROM ERRORS, AND ANY DOCUMENTATION PROVIDED IN THE BETA MATERIALS MAY BE IN DRAFT FORM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ALL BETA MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OR INDEMNITIES OF ANY KIND. CIVEX DISCLAIMS ALL LIABILITY FOR YOUR USE OF ANY BETA MATERIALS.
- Feedback. Beta Programs or the Services may require you to provide feedback, either voluntarily or in response to survey or information requests from Civex, including suggestions, enhancement requests, recommendations, or other input (“Feedback”) related to your use of the Application and Services made available through the Beta Program or otherwise. You agree that any Feedback will be the exclusive property of Civex. To the extent you own any rights to any Feedback, You hereby grant to Civex a fully-paid up, royalty-free, worldwide, transferable, sublicensable, and irrevocable license (a) to adapt, modify, and create derivative works of the Feedback; and (b) to make, have made, use, copy, offer to sell, sell, perform, display, distribute, import, and otherwise dispose of the Feedback (and adaptations, modifications, and derivative works of the Feedback) and any product, technology, or service that incorporates, is combined or used with, or marketed for use or combination with, any Feedback. Additional terms and requirements for Beta Programs may be communicated to you in writing, including by electronic mail.
- DISCLAIMER OF WARRANTEES. THE SERVICES AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND CIVEX AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY CIVEX, ITS AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU.
- LIMITATIONS ON DAMAGES; LIMITATIONS ON LIABLITY. CIVEX AND ITS LICENSORS SHALL NOT BE LIABLE FOR LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES OR THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CIVEX’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $50.00 OR THE AMOUNT YOU ACTUALLY PAID CIVEX UNDER THIS AGREEMENT (IF ANY).
- Indemnification. You agree to indemnify, defend, and hold harmless Civex and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including [reasonable] attorneys’ fees, arising from or relating to your use or misuse of the Services or your breach of this Agreement, including but not limited to the content you submit or make available through the Services.
- Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect[; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable].
- Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of Connecticut. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
- Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
- Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
If you have any questions about this Agreement, please contact us by e-mail at firstname.lastname@example.org or write to us at:
9 West Broad Street, Suite 320
Stamford, CT 06902