Effective September 1, 2020
Important Notice: Please read completely before using WEECOMMUNICATE.COM. By approving a quote or proposal, or by using the WEECOMMUNICATE.COM software and service, you are entering into a license agreement to use WEECOMMUNICATE.COM software and service. You are acknowledging a clear understanding and agreement of the terms of this license, and of your obligations, restrictions and rights of use as stated fully within. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT APPROVE THE QUOTE AND MAY NOT USE THE SERVICE. If you do not agree to these terms, do not login and/or use this Software and Service.
1. Parties. This user License Agreement is a legal agreement between you and system users of your site (“the Licensee”) and WEECOMMUNICATE.COM (“the Licensor”) for using the software, services and documentation offered by WEECOMMUNICATE.COM (the "Software") under the terms stated in this Agreement.
2. License. Licensor grants Licensee a non-exclusive, non-transferable license to (1) use the Software as a Service (SaaS) solely for its internal operations, and (2) copy the database records and Documentation for archival or backup purposes only, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all such copies shall be subject to the terms of this Agreement. Licensee acknowledges that the right to copy and back up source code or any other code for any reason is expressively excluded from this agreement and prohibited.
3. Distribution. Except as explicitly provided herein, Licensee shall not: (1) make available nor distribute, sell or rent all or part of the Software to any third party by assignment or by any other means; (2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Software; or (3) use the Software to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any way allow third party access to the Software.
4. Payment. Licensee shall pay the Price in accordance with the payment plan of the subscription. Payment of the Price shall be made by Licensee to Licensor in full and as per billing cycle without any right of set-off or deduction. Licensee shall be responsible for any applicable sales or use taxes or any value added or similar taxes payable with respect to the licensing of the Software, or arising out of or in connection with this Agreement, other than taxes levied or imposed based upon Licensor's income.
5. Interest. Failure by Licensee to pay any amounts invoiced under this Agreement in full in accordance with this Agreement shall make Licensee liable to pay Licensor interest at the rate of one and a half percent (1.5%) per month on the remaining amount due, or at the highest amount permitted by applicable law such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due. Licensor reserves the right to (1) suspend access to Software, if Licensee fails to pay amount invoice, and (2) impose a reconnection fee in the amount of $150 in the event Licensee is suspended and thereafter request access to the Service.
6. Security. Licensee shall be fully responsible for maintaining professional system security, managing user rights according to best practices, and uploading files to the server, which are free of any viruses, spyware or other code that may potentially compromise and / or harm the server security. Licensee shall hold Licensor harmless of any damages as a result of not maintaining system security.
7. Excess Data Storage Fees, Bandwidth Fees, Data fees. The maximum disk storage space provided to Licensee is limited to 128 MB. The maximum bandwidth provided to Licensee is limited to 1 GB per month. If the amount of disk storage or bandwidth required exceeds these limits, and if Licensor agrees to make available more storage space or bandwidth, Licensee will be charged the then-current storage fees and applicable bandwidth fees. Licensor will use reasonable efforts to notify Licensee when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Licensor to so notify Licensee shall not affect Licensee’s responsibility for such additional storage charges. Licensor reserves the right to establish or modify its general practices and limits relating to storage and bandwidth of Customer Data. Any changes are effective upon publication on the http://WEECOMMUNICATE.COM website.
8. Proprietary Rights. Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of Licensor, and nothing in this Agreement should be construed as transferring any aspects of such rights to Licensee or any third party.
9. Infringement. Licensee hereby indemnifies Licensor against any claim for (1) alleged infringement of any U.S. registered copyright or patent, arising out of the use of the Software by Licensee in any manner prohibited by this Agreement and (2) any claim related to or arising out of a financial transaction or any other transaction and procedure, brought by any third party based on the use of the Software.
10. Local Laws and Export Control. This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. Licensee acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, Licensee represents and warrants that Licensee is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Licensee agrees to comply strictly with all U.S. and European Union laws including export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. Licensor makes no representation that the Service is appropriate or available for use in other locations. If Licensee uses the Service from outside the United States of America and/or the European Union, Licensee is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for any illegal activities.
11. WARRANTY DISCLAIMER, LIMITATION OF LIABILITY.
1. LICENSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESSED OR IMPLIED, REGARDING THE MERCHANTABILITY, QUALITY, FUNCTIONALITY, PERFORMANCE OR FITNESS OF THE SOFTWARE.
2. LICENSOR WILL IN NO EVENT BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES RESULTING FROM ANY DEFECT, ERROR OR OMISSION IN THE SOFTWARE OR MANUAL OR FROM ANY OTHER EVENTS INCLUDING, BUT NOT LIMITED TO ANY INTERRUPTION OF SERVICE, LOSS OF DATA, LOSS OF BUSINESS, LOSS OF PROFITS OR GOOD WILL, LEGAL ACTION OR ANY OTHER CONSEQUENTIAL DAMAGES, EVEN IF LICENSOR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Termination. The License granted herein shall remain in effect for the agreed contract term. Licensee may not terminate the License prior to the agreed contract term. The license may be terminated immediately without notice from Licensor, if Licensee fails to comply with its terms and conditions. This is without prejudice to any other remedies which Licensor may have. Upon termination or cancellation of this Agreement, Licensee will not be allowed further access the software and its data, use of the Software, and shall destroy the manual and all downloaded or printed copies as well as access codes to the software. Termination shall not relieve Licensee's obligation to pay all amounts which are due and payable or which Licensee has agreed to pay. Licensee agrees and acknowledges that Licensor has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if Licensee’s account is 30 days or more delinquent.
13. Florida Law. This Agreement shall be deemed to have been executed in the State of Florida and will be governed by and construed in accordance with the laws of the State of Florida. The parties hereby consent to the jurisdiction of the courts of the State of Florida for the purpose of any action or proceeding brought by either of them in connection with this Agreement.
14. Attorneys' Fees. Licensee shall be responsible for Licensor's reasonable attorneys' fees associated with the enforcement of the terms of this Agreement or the collection of any amounts due under this Agreement.
15. Entire Agreement. This Agreement and its subscription terms as set forth in the database record comprise the entire agreement between the parties regarding the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreements, oral and written between the parties relating to the Agreement.