BY CLICKING THE “I AGREE” BUTTON, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT WITH CLICRWEIGHT, LLC THAT IS VALID AND ENFORCEABLE UNDER A VARIETY OF STATE AND/OR FEDERAL STATUTES AND THE COMMON LAW, INCLUDING BUT NOT LIMITED TO, THE UNIFORM ELECTRONIC TRANSACTIONS ACT.
- License. The ClicRweight software is licensed, not sold, to you by ClicRweight, LLC (“Licensor”) for use only under the terms set forth herein (“License”). This License allows you to use the ClicRweight software in the ClicRweight device only. Licensor reserves all rights not expressly granted to you. This License governs any software upgrades provided by Licensor that replace and/or supplement the original ClicRweight software, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern. ClicRweight hereby grants to you , and you accept, a limited, nonexclusive, non-transferable, non-assignable, non-sublicensable license to use the ClicRweight software contained in the ClicRweight device in object code form only, and the accompanying user documentation, solely during the term of this Agreement.
- Non-Payment. Failure to pay for any reason may result in legal action against you. In addition to such other remedies as it may have, Licensor shall be relieved of its obligation to provide the License and the full amount due shall immediately become due and payable by you. You must also reimburse Licensor for all expenses incurred in connection with the collection of amounts payable, including court costs and attorney’s fees.
- Representations and Warranties. You represent and warrant to Licensor that (i) you are over the age of twenty-one (21) and have the power and authority to enter into and perform your obligations under these terms and conditions; (ii) you shall comply with all terms and conditions set forth herein; (iii) you have provided accurate and complete information, including, without limitation, your legal name, address, telephone number and credit card information; and (iv) you are an authorized user of the credit card used for this transaction.
- USE LIMITATIONS. THE CLICRWEIGHT DEVICE AND SOFTWARE ARE NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE CLICRWEIGHT SOFTWARE AND DEVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
- Ownership of ClicRweight Software and Input and Output. The ClicRweight software is used to, among other things, weigh livestock based on input from you gathered by the ClicRweight device (“Input”). The ClicRweight software takes this Input and uses it to prepare an image or picture of the animal, calculate weight, gather other information on the animal, and aggregate this information. You may add to this information using the ClicRweight software by providing other data such as tag numbers, head counts, origin, location, dates, or otherinformation. The information generated, calculated and aggregated by the ClicRweight software, and all other embodiments of the Input, are collectively referred to as “Output.” You agree that the ClicRweight software, and all Input and Output, including but not limited to pictures, images, weight information, data and aggregate data, are owned by Licensor. You hereby irrevocably assign any and all of your rights in such Input and Output to Licensor. The ClicRweight software, Input and Output contain proprietary information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except as set forth in this License. All rights are reserved by ClicRweight. The ClicRweight software is the subject of pending patent applications. In addition, ClicRweight and ClicRTechnologies are trademarks of ClicRweight, LLC. No right, title, license, or interest to such trademarks is granted hereunder, and you agree that no such right, title, license, or interest shall be asserted by you with respect to such trademarks. You shall not use ClicRweight’s or its licensors’ names or marks or employee names, or adaptations thereof, in any advertising, promotional or sales literature without ClicRweight’s, or its licensors’ prior written consent. You shall inform ClicRweight promptly in writing of any alleged infringement of ClicRweight’s or its licensors’ rights and of any evidence thereof.
- Restrictions. Your use of the ClicRweight software is personal to you. You shall not rent, sell, lease, lend, redistribute, publish, display disclose, sublicense or otherwise transfer or make available the ClicRweight software, Input or Output to another party. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, translate, modify, adapt or create derivative works of the ClicRweight software, Input or Output or any portion thereof in any form or by any means. You shall not exploit the ClicRweight software, Input or Output in any unauthorized way whatsoever. All such rights are expressly reserved to Licensor.
- Privacy. ClicRweight uses tracking technology to determine the precise location of the ClicRweight device at regular intervals. The recorded location data can be stored within the ClicRweight device, or it may be transmitted to a central location, or internet-connected computer. By using the ClicRweight device and software, you consent to Licensor’s use of such tracking technology. Thistechnology also gives Licensor the ability to disable, fix, troubleshoot and maintain the ClicRweight device and software remotely. No data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while we employ commercially reasonable security measures to protect data and seek to partner with companies which do the same, we cannot guarantee the security of any information transmitted to or from the ClicRweight device, and are not responsible for the actions of any third parties that may receive any such information. From time to time, we may engage third-parties to assist in providing marketing, back-end, programming and support services. These third- parties will only have access to information to the extent necessary to provide such services. Except as specified above, we do not intend to disclose any personal information about you to any third-party without prior consent unless we have a good faith belief that such action is necessary to: (i) complete your transaction; (ii) comply with legal process or other legal requirements of any governmental authority; (iii) protect and defend our rights or property; and (iv) enforce these terms and conditions. We may share your information in a business transfer. As with any other business, we could merge with, or be acquired by, another company. If this occurs, the successor company would acquire the information we maintain, including personally identifiable information.
- Data Backup Services. During the term of this License, Licensor will backup all data on the ClicRweight device, including but not limited to, Input and Output, (“Data”) by establishing a network connection from the ClicRweight device to Licensor’s storage infrastructure. Licensor will begin the backup within a predetermined window of time or in accordance with and subject to your selected schedule. Licensor may, at its option, destroy or overwrite one or more of the previous Data backups. Because the backup depends upon Internet connectivity, Licensor accepts no liability for the failure to send any or all information to Licensor. If the backup is disabled, or the ClicRweight device is not connected to the Internet, the backup may not collect information, and may not transmit it to Licensor. Licensor accepts no liability for the usefulness of said information, your ability or inability to interpret it, or make use of it. Licensor accepts no liability, and you agree to hold Licensor harmless, if the information from the backup is incomplete, nonexistent, or useless. Licensor shall, at all times, own the Data.
- Right to Limit Access. Licensor reserves the right to remotely change, suspend, remove, or disable access to any ClicRweight software at any time without notice. In no event shall Licensor be liable for the removal of or disabling of access to any ClicRweight software. Licensor may also impose limits on the use of, or access to, the ClicRweight software, in any case and without notice or liability.
- Termination. This License is effective until terminated. Your rights under thisLicense will terminate automatically without notice from Licensor if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the ClicRweight software. Sections 3, 5, 6, 7, 9, 10, 11, 13, 14, 15, 17, 18, 19, 20 and 21 shall survive termination of the License.
- Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE CLICRWEIGHT 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 CLICRWEIGHT IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE CLICRWEIGHT SOFTWARE, 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 NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE CLICRWEIGHT SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE CLICRWEIGHT WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE CLICRWEIGHT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE CLICRWEIGHT SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR SHALL CREATE A WARRANTY. SHOULD THE CLICRWEIGHT SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR 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 CLICRWEIGHT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES. 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 LICENSOR’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
- Indemnification. Licensee will, at its own expense, indemnify, defend and hold harmless ClicRweight, its affiliates and licensors, and their respective directors, officers, trustees, employees and agents, from and against any action, damages, suits, claims, liabilities, costs and expenses (including reasonable attorneys fees) based on a claim arising from or relating to this License or your use of the ClicRweight software and/or device. The indemnified party shall have exclusive right to control such defense. In no event shall you settle any such claim, lawsuit or proceeding in any manner that materially prejudices the indemnified party’s rights without the indemnified party’s prior written approval.
- Export Control. You may not use or otherwise export or re-export the ClicRweight device or software except as authorized by United States law and the laws of the jurisdiction in which the ClicRweight device and software were obtained. In particular, but without limitation, the ClicRweight device and software may not be exported or re-exported (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 ClicRweight device and software, 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 missiles, or nuclear, chemical or biological weapons.
- Government End Users. The ClicRweight software 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. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
- Waiver. The failure of Licensor to enforce any provision of this License shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
- Modification of Terms. Licensor reserves the right to change this License. Licensor will post notice of planned changes on its website at www.clicrweight.com at least 5 days before implementing the changes. Your continued use of the ClicRweight software constitutes acceptance of the revised terms.
- Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the United States, specifically the State of Florida, as applied to agreements entered into and to be performed entirely within Florida between Florida residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
- VENUE. THE EXCLUSIVE FORUM FOR ANY SUITS, CLAIMS, OR CAUSES OF ACTION ARISING DIRECTLY OR INDIRECTLY FROM THIS LICENSE, INCLUDING INJUNCTIVE RELIEF, SHALL BE A COURT HAVING COMPETENT JURISDICTION IN THE UNITED STATES, SPECIFICALLY, HILLSBOROUGH COUNTY, FLORIDA, THE LOCATION OF THE PRINCIPAL OFFICE OF LICENSOR, AND THE PARTIES HEREBY CONSENT TO JURISDICTION FOR SUCH PURPOSES.
- Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the ClicRweight software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Licensor.