SeeClickFix INC. ("SeeClickFix") welcomes you. SeeClickFix provides its widget use embedded inside your website subject to the following Widget License Agreement ("WLA"), which may be updated by us from time to time without notice to you. You can review the most current version of the WLA at any time at on our website at http://www.seeclickfix.com. This version was updated on July 1, 2009.
SERVICES OF SEECLICKFIX; LICENSE GRANTED
You will be responsible, at your expense, for providing and maintaining your website, content, hosting, computer hardware, systems software and other third party software, data feeds, telecommunications, networks, peripherals and other items and services necessary to operate your business or website. You will not attempt to (i) reverse engineer, decompile, re-engineer or otherwise interfere with the operation of the Widget; (ii) use the Widget other than for its intended purpose; (iii) modify, adapt, translate or create derivative works based upon the Widget, or combine, or merge any part of the Widget with or into any other software; (iv) remove, erase or tamper with any copyright or other proprietary notice printed, or stamped, on, affixed to or encoded or recorded in any Widget; or (v) use the Widget to conduct any type of service bureau or time sharing operation. You shall comply with all applicable export laws.
Advertisements and Revenue Sharing
SeeClickFix, from time to time, place advertisements within the Widget. SeeClickFix has the exclusive rights to any revenue generated by such advertisements. If you desire access to a Widget that does not contain advertisements, you may contact SeeClickFix at team@seeclickfix and contract to pay the then applicable subscription fee.
You may place advertisements on your website including rotating banner ads and similar. You agree not to state or imply that any of the advertisers are specifically sponsoring the Widget or supporting the SeeClickFix service or features. For example, language like "sponsored by" or "powered by" is prohibited. If you choose to place such advertisements, you agree to pay SeeClickFix 40% of the net revenue received by you for such advertisements.
SeeClickFix. SeeClickFix shall be the sole and exclusive owner of the Widget, and all Intellectual Property Rights (as defined below) in and to them and their derivative works and improvements (as each of those terms is defined and applied under Title 17 and Title 35 U.S.C., respectively) by whomever developed or created. No ownership of the SeeClickFix materials or the Intellectual Property Rights in and to them shall be transferred to you. “Intellectual Property Rights” shall mean any and all proprietary rights or moral rights in any trademarks, copyrights, trade secrets, patents and patent applications, renewals, extensions, continuations, divisions or reissues, in whole or in part, now or hereafter in force, and any foreign counterparts. The Widget does not include content provided by users of the Widget and SeeClickFix has no responsibility or liability with respect to same.
Your Website. You are and shall be the sole and exclusive owner of your website and proprietary content, and all Intellectual Property Rights therein.
Representations & Warranties.
NEITHER PARTY MAKES, AND BOTH PARTIES HEREBY DISCLAIM ANY AND ALL, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AS TO ANY MATTER (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NETWORK FUNCTIONALITY OR DOWNTIME, TITLE OR NON-INFRINGEMENT) TO EACH OTHER, OR TO ANY OTHER PERSON, WITH RESPECT TO THE SERVICES, YOUR WEBSITE(S), THE SEECLICKFIX WIDGET, OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER, ALL OF WHICH ARE PROVIDED “AS IS.” (I) NEITHER SEECLICKFIX NOR YOU SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR LOSS OF DATA, INCOME, PROFITS, REVENUE OR WASTED EXPENDITURE), UNDER ANY THEORY OF LIABILITY (WHETHER LEGAL OR EQUITABLE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE, AND (II) EXCEPT FOR ANY FEES DUE AND PAYABLE UNDER THIS AGREEMENT OR ANY INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH HEREIN, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY UNDER THIS CONTRACT EXCEED $1,000. NO ACTION OR CLAIM OF ANY TYPE RELATING TO THIS CONTRACT MAY BE BROUGHT OR MADE BY EITHER PARTY AGAINST THE OTHER MORE THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED.
MODIFICATIONS TO WIDGET
SeeClickFix reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Widget (or any part thereof) with or without notice. You agree that SeeClickFix shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Widget.
You agree that SeeClickFix may, under certain circumstances and without prior notice, immediately terminate your access to the Widget and access to the service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or the WLA or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Widget (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by you in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by you in connection with the Widget. Termination of your SeeClickFix access includes (a) removal of access to all offerings within the Widget, (b) deletion of your profile and all related information, and (c) barring of further use of the Widget. Further, you agree that all terminations for cause shall be made in SeeClickFix's sole discretion and that SeeClickFix shall not be liable to you or any third party for any termination of your access to the Widget.
Entire Agreement. Unless you contact SeeClickFix and sign a separate contract, the WLA (together with the TOS) constitutes the entire agreement between you and SeeClickFix and governs your use of the Widget. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other SeeClickFix services, affiliate services, third-party content or third-party software.
Choice of Law and Forum. The WLA and the relationship between you and SeeClickFix shall be governed by the laws of the State of Connecticut without regard to its conflict of law provisions. You and SeeClickFix agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New Haven, CT.
Waiver and Severability of Terms. The failure of SeeClickFix to exercise or enforce any right or provision of the WLA shall not constitute a waiver of such right or provision. If any provision of the WLA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the WLA remain in full force and effect.
No Right of Survivorship and Non-Transferability. You agree that your SeeClickFix access is non-transferable and any rights to your SeeClickFix Widget or contents within your profile terminate upon your death or dissolution.
Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the WLA must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The section titles in the WLA are for convenience only and have no legal or contractual effect.