READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CLICKING ON THE “ACCEPT” OR A SIMILAR BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, CLICK THE “DO NOT ACCEPT” OR SIMILAR BUTTON OR LEAVE THE WEBSITE.
Please contact us at [email protected]port.com for any queries.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
1.1. Definitions. Capitalized terms in this License will have the following meanings:
“License” means this License Agreement between Us and You.
“Company Intellectual Property” means any registered or unregistered intellectual property of the Company, including, without limitation, the entire original content, features, functionality, information, texts, layouts, and displays that comprise the Website or any electronic or other communication delivered or made available to You by the Company, including, without limitation, by e-mail. For the avoidance of doubt, the Company Intellectual Property also includes, without limitation, all commentary and opinions drafted by employees, agents, and/or members of the Company and uploaded to the Website or delivered to You by any other means, including, without limitation, e-mail.
“Website” means Ratti-Report.com.
Other capitalized terms have the meanings defined in the User Agreements.
2. LICENSE, RIGHTS & RESTRICTIONS
2.1 License and Rights. In consideration of the mutual covenants, and subject to the provisions contained in this License, We hereby grant to You a revocable, non-exclusive license to use the Company Intellectual Property solely in furtherance of Your use of the Website and any other goods or services provided by Us to You under the User Agreements and to increase Your knowledge regarding the subject matters discussed in the Company Intellectual Property. You shall be permitted to derive indirect commercial benefit from the Company Intellectual Property only to the extent that the information contained therein provides You with leads and/or specialized knowledge that assists You in pursuing Your existing commercial activities.
2.2 Restrictions. You do not have any right to derive direct commercial benefit from the Company Intellectual Property, including, without limitation, creating derivative works from or disseminating, the Company Intellectual Property in any way. Without limiting the generality of the foregoing, You will use the Company Intellectual Property only for purposes set forth herein, and, further, You expressly agree that You DO NOT have any right to:
(a) own title or transfer title to the Company Intellectual Property to another party;
(b) distribute, sublicense, or otherwise provide copies or any rights in relation to the Company Intellectual Property to any third party;
(c) pledge, hypothecate, alienate, or otherwise encumber the Company Intellectual Property to any third party; or
(d) share the Company Intellectual Property with any third party.
For the avoidance of doubt, these restrictions include the requirement that, upon the termination of any employment or other relationship between You and any of Your employees, contractors, or other agents who, prior to such termination, had access to the Company Intellectual Property pursuant to your License, You will change any user names and/or passwords known to such employee, contractor, or other agent and inform such individual that they no longer have any right to access the Company Intellectual Property pursuant to Your License.
2.3 Enforcement of Restrictions. We will have the right to inspect and enforce the restrictions and covenants contained in this License at Your sole expense, and You hereby agree to promptly notify Us of any known violations of such restrictions.
2.4 Our Obligations. Upon execution of this License, We will:
(a) grant You full access to the most current version of the Website for Your use under this License; and
(b) provide You with ongoing updates to the Company Intellectual Property as the same may be uploaded to the Website, e-mailed to you, or otherwise provided to you in connection with the User Agreements.
3. OWNERSHIP AND MARKS
3.1 Notation of Ownership. The Company Intellectual Property constitutes Our valuable property. You agree that all physical manifestations of the Company Intellectual Property will display a logo, phrase, or other notation, in a conspicuous manner, indicating that the Company Intellectual Property is Our property. Nothing herein shall be construed to expand the scope of permissible use of the Company Intellectual Property set forth in the User Agreements.
3.2 Trademarks. Certain logos, product names, and trademarks owned by Us may be contained within the Company Intellectual Property. You will have no right to use such marks for your own commercial gain.
4.1 Title. You acknowledge that the Company Intellectual Property belongs exclusively to Us. Unencumbered title to the Company Intellectual Property will, at all times, remain with Us. You agree to protect the Company Intellectual Property from unauthorized use, reproduction, distribution, or publication in electronic or physical form.
5.1 Warranty. We do not warrant, guarantee, accept any condition or make any representation that the Company Intellectual Property will meet Your requirements or that the use of the Company Intellectual Property will be uninterrupted or error-free. No other verbal or written information provided by Us will create a warranty or in any way increase Our liability, and You will not rely on such information.
5.2 DISCLAIMER. THERE ARE NO WARRANTIES FOR SERVICES. WE MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES, OR ACCEPT ANY CONDITIONS. WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS. THEREFORE, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
6. LIMITATION OF LIABILITY AND REMEDIES
6.1 LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOST OR ANTICIPATED PROFITS, SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS INFORMATION, THE COST OF RECOVERING SUCH LOST INFORMATION, THE COST OF SUBSTITUTE INTELLECTUAL PROPERTY OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE COMPANY INTELLECTUAL PROPERTY REGARDLESS OF WHETHER YOU HAVE ADVISED US OR WE HAVE ADVISED YOU OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY IN RESPECT OF ANY AND ALL CLAIMS WILL BE LIMITED TO THE AMOUNT YOU PAID FOR ACCESS TO AND USE OF THE COMPANY INTELLECTUAL PROPERTY IN THE ONE (1) YEAR PERIOD PRECEDING ANY ALLEGED LOSS. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE, OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS.
NEITHER YOU NOR WE MAY INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS LICENSE MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. SOME STATES DO NOT ALLOW THE EXCLUSION OF LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
6.2 Dispute Resolution. You acknowledge that We possess valuable confidential and proprietary information, including trademarks and business practices, which would be damaging to Us if revealed in open court. You further acknowledge and agree that it is preferable to resolve all disputes between You and Us confidentially, individually and in an expeditious and inexpensive manner. We and You accordingly acknowledge and agree that private dispute resolution is preferable to court actions. Before commencing any arbitration in the manner set out in Section 6.3 below, We and You shall first attempt to resolve any dispute or differences between the both of us by way of good faith negotiation. The good faith negotiation shall commence by each of Us and You communicating our position regarding the complaint, claim, dispute or controversy to the other party, and how the both of us should resolve the dispute. We and You shall then make good faith efforts to negotiate a resolution of the claim, dispute or controversy. Neither We nor You shall commence any arbitral proceedings unless and until the good faith negotiation fails.
6.3 ARBITRATION. PURSUANT TO THIS SECITON 6.3, YOU AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHRE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRAITON.
At our sole discretion, any claim, dispute, or controversy (whether in contract, tort, or otherwise, whether pre-existing, present, or future, and including statutory, common law, intentional tort, and equitable claims) against Us, Our agents, employees, officers, managers, members, successors, assigns, or affiliates (collectively, for purposes of this paragraph, “Licensor Group”) arising from or relating to this License, its interpretation or the breach, termination or validity thereof, or the relationships between the parties, whether pre-existing, present, or future (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this License), SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION under any specific procedures for the resolution of small claims and/or consumer disputes then in effect. Any such arbitration shall take place in the state of New Jersey.
7. SUCCESSORS AND ASSIGNS
7.1 Successors and Assigns. You may not assign Your rights and duties under this License to any party at any time without our prior written consent. This License will inure to the benefit of and will be binding on Us and our respective successors and permitted assigns. In the event of merger, sale of all the membership interests of the Company, or sale of all or substantially all the assets of the Company, We will have the right to transfer and assign Our rights and obligations hereunder to any third party purchaser and/or surviving entity.
8.1 Upgrades. Other than our obligation under Section 2.4(b), We shall have no other obligations to provide updates or support services to You.
9.1 Confidentiality. You acknowledge that the existence of this License, the terms and conditions hereof, the transactions contemplated hereby, and other information, including, without limitation, customer, technical, and financial information that You have received or will receive in connection with this License, is considered private and confidential (the “Confidential Information”). You will use reasonable diligence, and in no event less than a commercially reasonable degree of care in respect to Your own confidential and proprietary information, to prevent the unauthorized disclosure, reproduction, or distribution of such Confidential Information to any other individual or business entity. Such Confidential Information will exclude:
(a) information that is already in the public domain;
(b) information already known to the receiving party, as of the date of the disclosure, unless the receiving party agreed to keep such information in confidence at the time of its original receipt;
(c) information hereafter obtained by the receiving party, from a source not otherwise under an obligation of confidentiality with the disclosing party;
(d) information that the receiving party is obligated to produce under order of a court of competent jurisdiction, provided that the receiving party promptly notifies the disclosing party of such an event so that the disclosing party may seek an appropriate protective order.
11.1 Captions. The Article and paragraph headings used herein are for convenience only and are not a part of this License and will not be used in construing it.
11.3 Equitable Relief. You agree that any breach of this License by You would cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, We will have the right to an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of this License.
11.4 Force Majeure. Notwithstanding anything herein to the contrary, We shall not be liable for any delay or failure in performance caused by circumstances beyond Our reasonable control.
11.5 Relationship of the Parties. This License does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this License, neither We nor You will have any power or authority to act in the name or on behalf of the other party, or to bind the other party to any legal agreement.
11.6 Severability. The provisions of this License are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this License will be deemed to have effect as if such provision were severed from this License.
11.7 Number and Gender. Where the context permits, the singular includes the plural, and the masculine includes the feminine and vice versa.
11.8 Notices. All notices and communications required or permitted under this License will be in writing and will be sent by registered or certified mail, postage prepaid, return receipt requested, or electronic mail, with confirmation of receipt, to Us or You at the respective addresses we provide to each other or to such other address as We or You may from time to time specify by notice to the other given as provided in this paragraph. In Our case, Our address is:
919 Mattison Avenue,
Asbury Park, NJ 07712
E-mail: [email protected]
A notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this License to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
11.9 GOVERNING LAW. All disputes or claims arising under, or related to, this License, shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction).
11.10 Revisions to this License. We may at any time revise the terms of this License by updating these terms and by providing notice to you of that change.
OF THE FIRST PART
– and –
New Business Bureau LLC
OF THE SECOND PART