TOUCHPOiNT POWER Toolbox License Agreement
THIS AGREEMENT between Customer Experience Strategies, Inc. ("Licensor"), and you ("Licensee").
(A) This Agreement is a license agreement and not an agreement for the sale of Materials or services.
(B) This Agreement gives Licensee limited rights to use the Materials described below and imposes upon Licensee certain obligations to protect the Materials from unauthorized use, reproduction, distribution or publication.
NOW THEREFORE in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. LICENSE DEFINITIONS. The TOUCHPOiNT POWER Toolbox and its modules or tools, “Materials.” are defined as the video content, forms, templates, printed documentation, documentation provided electronically or digitally or by PDF files and other files, and other resources constituting and pertaining to all of Customer Experience Strategies, Inc.’s TOUCHPOiNT POWER Toolbox products, and all updates and upgrades thereto.
2. GRANT OF SINGLE-USER LICENSE. Subject to all of the terms and conditions in this Agreement, Licensor grants to the Licensee a “Single User” non-exclusive, non-assignable, non-transferable copyright license to use Materials. A Single User is defined as a single location of the company, even though multiple people may have access to the Toolbox at that location. Employees from other company locations would not be granted license under this agreement.
3. RESULTS. Licensee assumes responsibility for the selection of the Materials to achieve intended results, and for the use and results obtained from them.
4. OWNERSHIP. Licensor retains title and exclusive ownership of any and all copies of the Materials licensed hereby. Licensee agrees to use its best efforts to protect the Materials from unauthorized use, reproduction, distribution or publication. Licensor reserves all rights not expressly granted to Licensee.
5. COPYRIGHTS. The Materials are owned by Licensor and is protected by U.S. copyright laws and applicable international treaties and/or conventions. Licensee and all users should assume that all Materials and works that make up Materials such as products, trademarks, logos, service marks, images, photographs, illustrations, text, testimonials and other materials is copyright and/or trademark protected Intellectual Property. Without limiting the prohibition on assignment contained elsewhere in this Agreement, Licensee acknowledges that its rights to use the Materials are unique to the Licensee. Licensee therefore covenants not to permit the use of the Materials by unauthorized persons or entities.
6. ALLOWED USE OF MATERIALS. The Licensee may make copies of the TOUCHPOiNT POWER Toolbox as are reasonably necessary for the allowed use, or for back–up and disaster recovery purposes. Any such copy shall include all proprietary rights and other legal notices appearing in Materials.
The Licensee may input data or information where input is permitted within Materials.
7. RESTRICITONS ON USE OF MATERIALS. Except to the extent expressly permitted under Article 5, Licensee may not, nor authorize others to:
- a)Translate, enhance or otherwise modify any parts of the TOUCHPOiNT POWER Toolbox including remove, alter, cover, obscure or cancel from view any proprietary rights and other legal notices appearing in the TOUCHPOiNT POWER Toolbox;
- b)Copy or otherwise reproduce Materials;
- c)Reverse engineer any component of Materials;
- d)Rent, lease, sell, sub–license, post, distribute to or allow access to or otherwise provide or transfer Materials to third parties.
8. ASSIGNMENT. Without limiting anything contained elsewhere in this Agreement, Licensee shall not assign this Agreement or any rights herein without the prior written consent of Licensor, which consent may be arbitrarily withheld. Any purported assignment without Licensor's consent shall be deemed to be null and void.
9. TERM. The license granted by this Agreement is a perpetual license. Licensee may terminate the license at any time by destroying all any whole or partial copies, codes, Modifications and merged portions in any form of the Materials. Notwithstanding the foregoing, this Agreement will terminate automatically without notice if Licensee fails to comply with any provision of this Agreement. Upon termination of this Agreement, Licensee shall destroy the Materials along with all any whole or partial copies, codes, Modifications and merged portions in any form. The parties agree that all provisions set out in this Agreement for the protection of Licensor and its Copyrights shall remain in force notwithstanding termination of this Agreement.
10. LIMITED WARRANTY.
- a)The Materials are provided “as is” without warranty of any kind, either expressed or implied, including, but not limited to the implied warranties of fitness for a particular purpose. Some jurisdictions do not allow the exclusion of implied warranties or the limitation or exclusion of incidental or consequential damages of the foregoing exclusions may not apply to Licensor. Licensor may have other rights which vary from jurisdiction to jurisdiction.
- b)Under no circumstances, including, but not limited to, negligence, shall Licensor be liable for any special or consequential damages that result from the use of, or the inability to use Materials even if Customer Experience Strategies, Inc. or its representative has been advised of the possibility of such damages. In no event shall Customer Experience Strategies, Inc. total liability to you from all damages, losses, and causes of action (whether in contract, or otherwise) exceed the amount paid to Customer Experience Strategies, Inc., if any, for TOUCHPOiNT POWER Toolbox products purchased. Applicable law may not allow the exclusion of implied warranties, or the above limitations of liability, so the above exclusions may not apply to you.
- c)No oral or written information or advice given by Customer Experience Strategies, Inc. or a Customer Experience Strategies, Inc. representative shall create warranty or increase the scope of this warranty or the license.
- d)In order to use Materials user will need a computer and may need to purchase and/or install software or programs provided by other companies ("Third-party Programs") on the computer. Licensee acknowledges that such Third-Party Programs may not be error free or accurate, and therefore acknowledges and agrees that by installing such Third-Party programs on computer, Licensee does so at their own risk. Licensee agrees to comply with all license terms for Third-Party Programs.
12. NO IMPLIED WAIVER. No failure or delay by Licensor in enforcing any right or remedy in this Agreement shall be construed as a waiver of any future exercise of such right or remedy by Licensor.
13. CONFLICE OF DOCUMENTS. Any conflict between the terms of this Agreement and any purchase order or other document in relation to the license granted hereby shall be resolved in favor of the terms of this Agreement.
14. EQUITABLE RELIEF. Licensee acknowledges that any breach by it of any of the terms of this Agreement is likely to result in irreparable harm or damage to Licensor and that, in the event of such breach, in addition to any and all remedies at law, Licensor shall have the right to obtain an injunction, specific performance or other equitable relief to prevent the continuous violation of the terms of this Agreement.
15. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Florida. You hereby irrevocably agree that jurisdiction and venue for any dispute arising hereunder shall lie exclusively in a competent court in the County of Duval, State of Florida.
16. ENTIRE AGREEMENT. Licensee acknowledge that Licensee has read this Agreement, understand it and agree to be bound by its terms and conditions. Licensee further agrees that this Agreement constitutes the sole and entire agreement between the parties, and supersedes any previous agreements, understandings and arrangements between the parties relating to the Materials. Any amendments hereto are enforceable only if in writing and signed by each of the parties.
17. SEVERABILITY. If any portion of this Agreement is deemed by any court of competent jurisdiction to be illegal or unenforceable, then the remaining provisions of this Agreement shall remain in full force and effect notwithstanding.
Please keep a copy of this license agreement for your records. Should you have any questions concerning this Agreement, or if you wish to contact Customer Experience Strategies, Inc., for any reason, please write to: Customer Experience Strategies, Inc., P.O. Box 330800 Atlantic Beach, FL 32233, USA.
I acknowledge that by clicking on the “But Now” or “Proceed to Checkout” link, or other link leading to placing an order, mailing or faxing an order or purchase order, calling to place an order, or otherwise ordering TOUCHPOiNT POWER Toolbox or any of its Materials, I agree to be bound by the terms of this Agreement.
Founder & CEO, Beyond Philosophy
President & Founder, Service Quality Institute; Author of Excellence Through Customer Service
Vice President Global Customer Experience