1. ACCEPTING THE AGREEMENT
- a) By signing the agreement, Customer (collectively, “you” or the “Customer”) is indicating that you expressly accept the following terms and conditions in this legal agreement (the “Agreement”) between you and Sayvee Creative Inc. (“Drivingit”) governing your use of Drivingit‘s online inventory management software and any seller related software you may install on your computer (the “Service”). If you are entering into this Agreement, you represent that you are authorized to accept the terms of this Agreement on behalf of yourself or the organization you represent. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not sign the contract, and may not use the Service. Signing this agreement or payment of the Service is a confirmation of this agreement
2. LICENSE GRANT & RESTRICTIONS
- a) Drivingit hereby grants the Customer, during the terms of this Agreement, the non-exclusive, non-transferable, worldwide right to use the Service, solely for the Customer’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to the Customer are reserved by Drivingit and its third party licensors or suppliers (collectively, the “Licensors”)
- b) The Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the content provided by or on behalf of Drivingit through the Service (the content) in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
- c) Customer agrees that Drivingit may publish, modify and amend any and all content appearing within Drivingit.com, and all other internet domains or content feeds owned, managed, or controlled by Drivingit, including content consisting of promotions, advertisements and listings for non-competing local businesses, or products and services offered by Drivingit.
3. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS AND CUSTOMER DATA
- a) The parties acknowledge and agree that, subject to the license grants contained in this Agreement, Drivingit, retains all right, title and interest, including all related intellectual property rights, in and to the Drivingit technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations (collectively, Feedback). Customer retains all right, title and interest to any Customer data provided to Drivingit to perform its responsibilities under this Agreement and all specific Customer data including specific inventory information, specific consumer review data captured by the Drivingit system (“Customer Specific Data”) provided to Drivingit, subject to Drivingit’s right to use such inventory information and Customer data to provide the Service to Customer and General Data (data not identifying specific clients or their purchases) to enhance Drivingit products or provide new services. This Agreement is not a sale and does not convey any rights of ownership in or related to the Drivingit Service, Drivingit technology, Drivingit Content, or Drivingit intellectual property to the Customer except for the limited licenses granted to the Customer under this Agreement. Any and all software, algorithms, applications, sourcecodes, structures, sequences, routines, sub-routines and related programming, engineering or technological matter developed or created by Drivingit or its Licensors (and all copyrights, patents, trademarks and other proprietary rights related thereto) shall remain the sole, exclusive and perpetual property of Drivingit or its Licensors.
- b) The trademarks, trade names, service names or logos associated with the Service (collectively, the “Marks”) are trademarks of Drivingit or its Licensors, and no right or license is granted to use them. Customer hereby acknowledges Drivingit or its Licensors’ perpetual and exclusive ownership of and title to the Marks and the goodwill attaching thereto. Customer agrees not to use or attempt to register any Mark that is confusingly or deceptively similar to the Marks.
4. CUSTOMER RESPONSIBILITY AND PASSWORDS; THIRD PARTY SOFTWARE
- a) You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Drivingit immediately of any unauthorized use of your account or any other breach of security. Drivingit will not be liable for any loss that you may incur as a result of someone else using your password or account, or accessing your data either with or without your knowledge. Customer warrants and represents that: (i) the content to be transmitted by or on behalf of Customer does not constitute SPAM; (ii) the content to be transmitted by or on behalf of Customer is not illegal, threatening, hateful, vulgar, obscene, libelous or defamatory and does not and will not infringe upon any trademark, patent, copyright, trade secret or other proprietary, publicity or privacy right of any third party; and (iii) Customer has complied and will comply with all applicable laws respecting its execution and performance of this Agreement.
5. CLIENT DATA AND ACCOUNT INFORMATION
- a) Drivingit does not own any Customer data, information or material that you submit to the Service in the course of using the Service (the “Customer Data”). You, not Drivingit, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, or as required by law, Drivingit shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data, or for the improper or erroneous upload or extraction of any Customer Data. Drivingit has a right to use General Data. Drivingit reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data submitted to the Services immediately ceases, Drivingit shall have no obligation to maintain or forward any Customer Data.
6. LIMITED LIABILITY
- A) IN NO EVENT SHALL Drivingit, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS OR AFFILIATES BE LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, UNFORESEEABLE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (II) ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF Drivingit HAS BEEN ADVISED OR WARNED BY CUSTOMER OF THE POSSIBILITY OF SUCH DAMAGES; (III) COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; (IV) LOSS OF DATA OR OTHER CUSTOMER CONTENT RESULTING FROM DELAYS, NON-DELIVERIES, MISDELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS RESPECTING THE SERVICE OR THE OPERATION OF Drivingit OR ITS LICENSORS’ NETWORKS; OR (V) LOSSES OR LIABILITIES DUE IN WHOLE OR IN PART TO INADVERTENT, PREMATURE OR UNAUTHORIZED RELEASE OR DISCLOSURE OF INFORMATION BY CUSTOMER VIA Drivingit OR ITS LICENSORS’ NETWORKS. THE TOTAL CUMULATIVE LIABILITY OF Drivingit TOGETHER WITH ITS SUBSIDIARIES, OFFICES, DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS AND AFFILIATES TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE IS LIMITED TO THE AMOUNT OF FEES CUSTOMER PAYS TO Drivingit IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. The foregoing limitations will apply even if Drivingit has been notified of the possibility of such damages and notwithstanding the failure of the essential purpose of any limited remedy. No action or claim relating to this Agreement shall be made against Drivingit or its Licensors, subsidiaries, officers, directors, employees, partners or affiliates by Customer or on Customer’s behalf more than 12 months after the event giving rise to such action or claim.