END USER LICENSE AGREEMENT FOR WILCO TECH LLC
PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. BY SIGNING THE AGREEMENT, CLICKING “I AGREE”, OR TAKING ANY STEP TO USE ALL OR ANY PORTION OF THIS SOFTWARE AS A SERVICE (SaaS) (INCLUDING, BUT NOT LIMITED TO, THE SOFTWARE AND ASSOCIATED FILES (THE “SOFTWARE”) OR DOCUMENTATION PROVIDED TO YOU BY WillCo Tech LLC) (COLLECTIVELY, THE “SERVICE”), YOU AND YOUR COMPANY ACCEPT ALL THE TERMS AND CONDITIONS OF THIS EULA. IF YOU ACQUIRE OR ACCESS THIS SERVICE FOR YOUR COMPANY’S USE, YOU REPRESENT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE WHO HAS THE AUTHORITY TO LEGALLY BIND YOUR COMPANY TO THIS EULA. IF YOU DO NOT AGREE, DO NOT SIGN THIS AGREEMENT, DO NOT CLICK “I AGREE”, AND DO NOT USE THIS SOFTWARE AS A SERVICE.
- Ownership. WillCo Tech LLC. (“WillCo”) owns all right, title, and interest in and to the Software, including all intellectual property rights therein. The Software is licensed as a service, not sold. The structure, organization and code of the Software are the valuable trade secrets and confidential information of WillCo and its suppliers. You will protect the Software from unauthorized use or disclosure, using the same degree of care to
protect the Software from unauthorized use and disclosure as you use with your own proprietary information of a like nature. The Software is protected by copyright and other intellectual property laws and treaties, including, without limitation, the copyright laws of the United States and other countries. Source code for the open-source software used in the Software or WillCo services is subject to the applicable open-source license to be made available to the public and will be made available to you, upon request, by WillCo. In addition, WillCo shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Service or Software any suggestions, ideas, enhancement requests, feedback, recommendations, or other information that the Department or Department’s Subscribers provide relating to the features, functionality, or operation of the Service.
- SaaS Licensed Software. Subject to the terms and conditions of this Agreement, Contractor hereby grants Authorized Users a renewable, irrevocable, non-exclusive, royalty-free, and worldwide license to access, display, and execute the SaaS Services during the Term of this Agreement and any renewals thereof, if any. Except as expressly stated hereto, this EULA does not grant you any intellectual property rights in the SaaS. WillCo reserves all rights not expressly granted to you. There are no implied rights. The Product and any related technical data are provided with Limited Rights.
- Create modifications to, or derivative works based on, the Product, Software or any part or component thereof, including, but not limited to, all formats of the Software;
- Reproduce the Product or Software, in whole or in part;
- Except as expressly authorized, sell, assign, license, disclose, or otherwise transfer or make available the Product or Software, in whole or in part, to any third party;
- Alter, translate, decompile, or attempt to reverse engineer the Product or Software or any part of or component thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this contractual prohibition;
- Sublicense, rent or lease the Software, or use the Product to provide services to third parties;
- Take any actions that would cause the Software to become subject to any open-source license agreement if it is not already subject to such an agreement; and
- Remove or alter any proprietary notices, copyright notices or trademarks/logos on the Product or contained in the Software.
- Use the Software as a stand-alone product or with any other non-WillCo products.Restrictions. You are not licensed to do any of the following:
- TERM and TERMINATION
- Term. Subject to earlier termination as provided below, this Agreement is either on annual basis or for the Initial Service Term as specified in the Customers original subscription, and shall be automatically renewed for additional periods of the same duration as initial service term, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
- Termination. WillCo shall have the right to terminate this EULA if you fail to comply with the terms and conditions of this license, including breaching any of the above referenced restrictions. In the event of termination, all copies of the Software shall either be returned to WillCo or destroyed by you with a certification of such destruction issued to WillCo. If WillCo has a reasonably good faith belief that your use of the Software is in violation of the terms and conditions of this EULA, WillCo shall have the right, upon reasonable notice, to conduct an audit of your use of the Software and verify your compliance with the terms and conditions of this EULA.
- WARRANTY. WillCo warrants that SaaS will substantially conform to the applicable Documentation for such Product and that any media will be free from manufacturing defects in materials and workmanship until the expiration of the warranty period. WillCo does not warrant that the operations of SaaS shall be uninterrupted or error free, that all defects can be corrected, or that SaaS meets Customer’s requirements, except if expressly warranted by WillCo in its quote..
- EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WillCo OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR THEIR LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT OR ANY PART OR COMPONENT THEREOF OR RELATED SERVICE OR ANY THIRD PARTY SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THE EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY OF WillCo OR ITS LICENSORS OR SUPPLIERS, AND EVEN IF WillCo OR ITS LICENSOR OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY.
- LIMITATION OF LIABILITY. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER, THE ENTIRE LIABILITY OF WillCo UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO, AND IN NO EVENT WILL WillCo’S TOTAL CUMULATIVE DAMAGES EXCEED THE FEES PAID BY LICENSEE TO WillCo FOR THE PRODUCT. ADDITIONALLY, IN NO EVENT SHALL WillCo’S LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES OF ANY KIND.
- Indemnification. By accepting the EULA, you agree to indemnify and otherwise hold harmless WillCo, its officers, employees, agents, subsidiaries, affiliates, and other partners from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, relating to, or resulting from your use of the Service or any other matter relating to the Service.
- International Trade Compliance. The Software and any related technical data made available for download under this EULA are subject to the customs and export control laws and regulations of the United States (“U.S.”) and may also be subject to the customs and export laws and regulations of the country in which the download is contemplated. Further, under U.S. law, the Software and any related technical data made available for download under this EULA may not be sold, leased or otherwise transferred to restricted countries, or used by a restricted end-user (as determined on any one of the U.S. government restricted parties lists) or an end-user engaged in activities related to weapons of mass destruction including, without limitation, activities related to designing, developing, producing or using nuclear weapons, materials, or facilities, missiles or supporting missile projects, or chemical or biological weapons. You acknowledge that you are not a citizen, national, or resident of, and are not under control of the governments of Cuba, Iran, North Korea, Sudan or Syria, are not otherwise a restricted end-user as defined by U.S. export control laws; and are not engaged in proliferation activities. Further, you acknowledge that you will not download or otherwise export or re-export the Software or any related technical data directly or indirectly to the above-mentioned countries or to citizens, nationals, or residents of those countries, or to any other restricted end user or for any restricted end-use.
- General. The EULA between Licensee and WillCo is governed by and construed in accordance with the laws of the State of Delaware. The EULA constitutes the entire agreement between WillCo, and you relating to the Product and governs your use of the Product, superseding any prior agreement between you and WillCo relating to the subject matter hereof. If any provision of this EULA is held by a court of competent jurisdiction
to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of the EULA will remain in force and effect. The service provider is WillCo. Any attempted assignment in violation of this Section is void. WillCo, the WillCo logo, and other WillCo names and logos are the trademarks of WillCo.