This USER LICENSE AGREEMENT (the “Agreement”) is made between Ideateq, Inc., a WA Corporation (the “Licensor”), and any individual, entity, or type of legal person (the “User”) who completes the registration process to open and maintain a company access account with the Licensor’s web-based immigration law practice management solution called ImmiBox™, which facilitates managing the operations of immigration law practitioners, case processing, invoice processing using latest technology (hereinafter referred to as the “Software”).”
BY CLICKING THE ACCEPTANCE BUTTON, ACCESSING, OR USING ANY PART OF THE SERVICES, THE USER EXPRESSLY AGREES AND CONSENTS TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF THE USER DOES NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON-ACCEPTANCE MUST BE SELECTED, THE LICENSOR WILL PROPERLY CANCEL THE TRANSACTION AND THE USER MAY NOT ACCESS USE ANY PART OF THE SERVICES.
In consideration of the mutual covenants contained herein, the parties to the Agreement agree as follows:
In consideration of the mutual covenants, and subject to the provisions contained in this Agreement, the Licensor hereby grants the User a revocable, non-exclusive license to use the Software solely to utilize the Services as provided under this Agreement (the “License”).
In addition to the representations made in the TOS, User represents and warrants to Licensor that: (i) all information provided by User to Licensor is truthful, accurate, and complete; (ii) User is the authorized signatory of the credit or charge card or account provided to Licensor to pay the Fees; (iii) User shall comply with all the terms and conditions of this Agreement including the TOS; (iv) User has provided and will provide accurate and complete registration information, including with limitation, User’s legal name, address, and contact information.
User may use the Services to contribute or create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to Licensor or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material; (collectively, “Contributions”). Contributions may be viewable by other users of the Services, and if applicable, through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. User automatically grants, and User represents and warrant that User has the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, User image and/or voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media format and through any media channels. This license to the Contributions will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
By directly inviting any user to the Software, or providing information about the Services or input information to invite other user to the Services (the “Submissions”), the User agrees to assign to us all intellectual property rights in such Submission. User agrees that Licensor shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to User.
Rights not expressly granted to the User herein are expressly reserved to the Licensor. This Agreement does not confer any license or rights by implication, estoppel, or otherwise in any patents, know-how, or other technology that is not explicitly granted to User, and the Licensor expressly retains those rights (individually and collectively, the “Retained Rights”). User acknowledges and agrees that the License provided under this Agreement shall not be sold. User does not acquire any ownership interest in the License under this Agreement or any other rights thereto other than the limited right to use the same in accordance with the License, and subject to all of the terms and conditions and restrictions under this Agreement and the TOS.
Fee. Upon acceptance and in exchange for the License granted by this Agreement, the User shall pay to Licensor $50.00 per month per user account or $550.00 per year per user account (the “Fee”) for its rights to the License.
In addition to the Fee, the User may subscribe to any additional services that are offered by the Licensor from time to time.
All Fees and Subscriptions are generally charged and invoiced on the 1st of the Month. All Fees, Subscriptions, taxes, and other charges shall be billed to the User’s credit card or User payment information. User shall be responsible for and shall pay the Licensor all charges, sales, taxes, duty, or levy of any kind including interest and penalties thereon, whether imposed now or hereinafter by any governmental entity. User shall promptly pay the Licensor in the event of any refusal to pay the Licensor for any reason. User agrees to pay the Licensor of the interest at the rate of 1.5% per month or the maximum rate under law, on any outstanding balances, together with the cost of collections, including without limitation to attorney fees and costs. In the event the User fails to pay any amount, the Licensor may immediately suspend or terminate this Agreement, the User’s access to the Services, and/or the User’s account.
User shall not at any time commit any act anywhere in the world which would reasonably be expected to have a material adverse effect on Licensor’s rights in and to the Software, or any registrations therefor, or any applications for registration thereof. User shall never challenge anywhere in the world the validity of the Software, any application for registration therefor, or any rights therein or thereto, except as otherwise specified herein. If User learns of any potential or threatened infringement, dilution, or other diminution in the goodwill or other denigration of the Software by any third party, the User shall promptly notify the Licensor thereof. User shall take any other action(s) to protect the Software and the goodwill related thereto.
Authorization. Each party represents: (a) that this Agreement has been duly executed and delivered by such party and, with due authorization, execution and delivery by the other party, constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms; (b) that such party is duly organized, validly existing and in good standing pursuant to its organizational documents (as applicable) and under the laws of all jurisdictions to which it is subject with full power and authority to carry on its business and to own or lease and to operate its properties in the places where such business is conducted and such properties are owned, leased or operated; (c) that no action, approval, consent or authorization of any person is necessary for such party to consummate the transactions contemplated hereby; and, (d) that such party’s execution, delivery and performance of the foregoing do not and will not conflict with or result in a violation of or under any applicable law or contract to which such party is subject.
Assignment. Neither this Agreement nor any rights or duties hereunder is assignable or delegable by User to any successor or to an acquiror, whether by sale, merger, recapitalization or other business combination, of all or substantially all of the assets or businesses of User without Licensor’s consent, without which any such transfer is ineffective, null and void. Subject to the preceding sentence, this Agreement will apply to, be binding in all respects upon, and inure to the benefit of the permitted assigns and successors of the parties. This Agreement and any rights or duties hereunder shall be assignable by Licensor to any person.
Confidentiality. User will have access during the course of this Agreement to trade secrets and proprietary information that are the property of Licensor. User acknowledges that the trade secrets and proprietary items derive independent economic value from not being generally known to, and not readily ascertainable by proper means by, other persons who could obtain economic value from their disclosure or use. To the maximum extent permitted by law, User agrees to not disclose or in any way make available to any unauthorized person(s) any trade secret(s) or any information regarding any trade secret(s), proprietary items or other proprietary information made available to User by Licensor. User shall hold all such information in complete confidence. Further, User will not disclose any Trade Secrets whatsoever to any person(s) not employed by or under contract with User. User will disclose trade secrets or proprietary items only to those employees and agents of User with a legitimate need to know, each of whom User warrants will be subject to this Section 10. User agrees that Licensor shall have sole discretion in determining what items or information are trade secrets and/or proprietary items. Licensor or its affiliate(s) may develop proprietary items. Licensor or its affiliate(s) may distribute proprietary items through alternative channels of distribution.
Indemnity. User its permitted successors and assigns (collectively, the “User Indemnified Parties”), in any capacity, for itself and the User Indemnified Parties, hereby saves and holds Licensor, its successors and assigns (collectively, the “Licensor Indemnified Parties”) harmless of and from, and indemnifies and agrees to defend them against any and all losses, liability, damages and expenses (including, without limitation, reasonable attorneys’ fees and expenses) which the Licensor Indemnified Parties may incur or be compelled to pay, or for which they may become liable or be compelled to pay in any action, claim or proceeding against it, in whole or in part, for or by reason of any acts, whether of omission or commission, that may be committed or suffered by User or any of its officers, managers, employees, or agents in connection with User’s performance of its obligations under this Agreement, the use of the Property, the use of any Derived Properties, or the breach by User of any obligation contained herein; provided, however, that the indemnification rights User provides in this Section 11 shall also apply to any use by User of the Property or any Derived Properties prior to the date hereof.
Disclaimer of Agency, Partnership and Joint Venture. Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the parties hereto or constitute or be deemed to constitute any party the agent or employee of the other party for any purpose whatsoever and neither party shall have authority or power to bind the other or to contract in the name of, or create a liability against, the other in any way or for any purpose. Neither party shall negotiate or enter into any agreement or incur any liability in the name of or on behalf of the other unless, and to the extent, specifically authorized by this Agreement.
Disclaimer of Warranties. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE SERVICES IS AT USER’S SOLE RISK. THE LICENSOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE NOR DOES THE LICENSOR MAKE ANY WARRANTY AS TO ANY RESULT THAT MAY BE OBTAINED BY USE OF THE SERVICES. LICENSORS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICES.
Limitation of Liability. UNDER NO CIRCUMSTANCE SHALL LICENSOR BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES OR THE INTERNET GENERALLY, INCLUDING WITHOUT LIMITATION, USERS USE OR INABILITY TO USE THE SERVICES, ANY CHANGES TO OR INACCESSIBILITY OR THE SERVICES, DELAY FAILURE UNAUTHORIZED ACCESS TO OR ALTERNATIVE OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE SERVICES OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SERVICES WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TOR OR OTHERWISE. IN NO EVENT SHALL THE LICENSOR’S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL FEES PAID BY THE USER TO THE LICENSOR HEREUNDER. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO THE USER. IF THE USER IS DISSATISFIED THE USER’S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR THE USER TO DISCONTINUE USE OF THE SERVICES AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7.
Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given: (a) on the date of delivery if delivered personally; (b) on the date of transmission if sent by facsimile, e-mail, or other wire transmission (receipt confirmed); (c) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier; or (d) on the earlier of confirmed receipt or the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the address last known for, or pursuant to such other instructions as may be designated in writing by, the party to receive such notice. As used herein, “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the State of Washington is authorized or required to close.
Remedies. Each party to this Agreement is entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement, and to exercise all other rights existing in its favor.
Further Assurances. The parties agree to furnish upon request to each other such further information, to execute and deliver to each other such other documents, and to do such other acts and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. Each party shall pay all taxes imposed by the government, including any political subdivision thereof, of any country in which said party is doing business, as the result of said party’s furnishing consideration hereunder.
Construction. The parties agree that for purposes of interpreting, construing or enforcing this Agreement, the shared intent of the parties is that captions are for convenience only and do not affect this Agreement’s interpretation; and that this Agreement shall be construed as if drafted jointly by the parties without any presumption, burden or favor arising by authorship, such that the rule that provides that a contract may be construed against the drafter shall not apply.
Amendments. Any term of this Agreement may be amended or waived in writing and only with the written consent of the parties hereto. Any amendment or waiver effected in accordance with this paragraph shall be binding upon the parties hereto.
Attorneys’ Fees. In the event of any controversy, claim, or dispute between the parties hereto, arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for attorneys’ fees in such litigation, which shall be determined by the court in such litigation or in a separate action brought for that purpose.
Entire Agreement.. This Agreement constitutes the complete and entire agreement by, between and among the parties as to the subject matter hereof and merges and supersedes any prior or contemporaneous discussions, understandings and agreements of any and every nature by, between and among them as to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof.
Governing Law.. The internal laws of the State of Washington apply to all matters arising under or relating to this Assignment, without regard to any choice-of-law rules that might direct the application of another jurisdiction’s laws. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary to allow the remainder of this Agreement to remain in full force and effect, and enforceable.
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