This Licensing of Technology Agreement ("Agreement") is made and effective at the moment of accepting this terms and conditions of use this application, by and between licensor (Cabicash Solutions, Inc. / DBA UALETT) and licensee ("USER").
Whereas, Licensor has developed and owns all intellectual property rights, including the patent (pending), copyright and trademark, to certain technology described in UALETT (“Technology”). The trademarks, service marks and trade names shown in this mobile application or Internet site are protected in the United States and internationally. No use of these may be made without the prior, written authorization of Cabicash Solutions, Inc. & UALETT or its marketing partner concerned, except to identify the products or services of the company.
And further, as Licensee wishes and agrees to use, and Licensor wishes to license, such Technology, the related goodwill and all other associated property rights, including all copyrights and all rights to enhance, modified and updated versions and derivative works related thereto.
Therefore, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:
The Products transacted through the Service are licensed, not sold, to You for use only under the terms of this license, unless a Product is accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern, subject to Your prior acceptance of that separate license agreement. The licensor (“Application Provider”) reserves all rights not expressly granted to you. The Product that is subject to this license is referred to in this license as the “Licensed Application.”
a. Scope of License: This license granted to You for the Licensed Application by Cabicash Solutions, Inc.; is limited to a
source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Application Provider and its licensors. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Application Provider that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
b. Consent to Use of Data: You agree that Application Provider may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Licensed Application. Application Provider may use this information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you.
c. Termination. The license is effective until terminated by you or Application Provider. Your rights under this license will terminate automatically without notice from the Application Provider if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
d. Services; Third Party Materials. The Licensed Application may enable access to Application Provider’s and third party services and websites (collectively and individually, "Services"). Use of the Services may require Internet access, as well as Third Party Software Providers agree with and that you accept additional terms of service.
You agree to use the Services at Your sole risk and that the Application Provider shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
Certain features may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites and processors. Dwolla is one our Third Party Providers to complete the user’s requests.
By using the Services, You acknowledge and agree that the Application Provider is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. The Application Provider does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any
advisors before engaging in any transaction. Before executing any securities transaction based upon information obtained through the Services, You should consult with a financial professional or any other authority deemed competent and relevant. Location data provided by any Services is for basic navigational purposes only and is not intended to rely upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither the Application Provider, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services.
You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, patent, and trademark, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. The products, technology or processes described in this application may be the subject of other intellectual property rights reserved by Cabicash Solutions, Inc. & UALETT or other third parties. No license is granted with respect to those intellectual property rights. No portion of the Services may be reproduced in any form or by any means.
You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Application Provider is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from the licensee handset or any other mobile device suitable for the application.
The Application Provider makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Materials, You do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The Application Provider, and its licensors, reserves the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will the Application Provider be liable for the removal of or disabling of access to any such Services. The Application Provider may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
e. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ("SERVICES") ARE PROVIDED "AS
IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND APPLICATION PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND
f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL APPLICATION PROVIDER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF APPLICATION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
In no event shall Application Provider’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury).
The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
g. You may not use or otherwise export or
(a) into any U.S. embargoed countries or
(b)to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the
U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed
Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
h. The Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R.
5. Consents, Further Instruments and Cooperation..
The Licensed and licensor shall each use their respective best efforts to obtain the consent or approval of each person or entity, if any whose consent or approval shall be required in order to permit it to consummate the transactions contemplated hereby, and to execute and deliver such instruments and to take such other action as may be required to carry out the transaction contemplated by this Agreement. Licensor shall execute, or cause its employees and agents to execute, any patent or copyright application or other similar document or instrument, following licensee reasonable request.
6. Limitation of Liability.
OTHER THAN AS SET FORTH IN SECTION 3.A. OR UPON THE BREACH OF ANY WARRANTY, NEITHER licensee NOR licensor SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY PERFORMANCE HEREUNDER, EVEN IF SUCH PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON A THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
7. Lincensee's Use of the Nonexclusive Technology.
Buyer may not market, license and sell the Technology under names and trade names of its own choosing, but may develop updated and modified versions and derivative works of the Technology while still attributing authorship to Licensor.
8. Licensor's Use of the Assets & Licensee’s Responsibilities Thereto.
Licensor retains all rights in the Technology and retains the right to use the Technology or any material relating to the Technology for any purpose, personal, commercial, or otherwise. Licensee furthermore shall maintain all information relating to the Technology or use of the Technology in confidence and shall not disclose any aspect of the Technology to any Third Party without the prior written consent of Licensor. Licensee agrees not to participate in any
activities relating to development, marketing or sale of Technology or other materials that would compete, directly or indirectly, with Licensee marketing or distribution of the Technology, to other potential customers.
Licensor may not assign this Agreement or any obligation herein without the prior written consent of Licensee. Buyer shall not unreasonably withhold its consent to an assignment, however. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective heirs, executors, personal representatives, successors and assigns.
10. Relationship of the Parties.
The relationship between Licensee and licensor under this Agreement is intended to be that of buyer and seller, and nothing in this Agreement is intended to be construed so as to suggest that the parties hereto are partners or joint ventures, or either party or its employees are the employee or agent of the other. Except as expressly set forth herein, neither Buyer nor Seller has any express nor implied right or authority under this Agreement to assume or create any obligations on behalf of or in the name of the other or to bind the other to any contract, agreement or undertaking with any third party.
11. No Waiver.
The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.
12. Entirety of Agreement.
The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.
13. The laws of the State of New York, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, federal, and any dispute under this Agreement must be brought in this venue and no other.
14. Headings in this Agreement
are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
In Witness whereof, the parties have executed this Agreement as of the date first written above.