CliktWice - Terms And Conditions

CliktWice Terms And Conditions

Please read the terms and conditions of this agreement carefully before downloading, installing, obtaining a license key, or otherwise accessing or using CliktWice proprietary software.
By downloading, installing, obtaining a license key, or otherwise accessing or using the software, you acknowledge that you have read this agreement, that you understand it, and that you accept and agree to be bound by its terms.

1. License

1.1. Grant of License. Subject to your full and ongoing compliance with the terms and conditions of this Agreement, including without limitation payment of all applicable license fees, the applicable CliktWice entity from which you obtained the software hereby grants to you, and you accept, a personal, limited, nonexclusive, nontransferable (except as set forth in Section 1.5 below), non-assignable, revocable license to use the software during the term in machine-readable, object code form only, and the user manuals accompanying the software (the "Documentation"), only as authorized in this agreement. For purposes of this Agreement, the "software" includes any updates, enhancements, modifications, revisions, or additions to the software made by CliktWice and made available to end-users through CliktWice' web site. Notwithstanding the foregoing, CliktWice shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the software.

1.2. Scope of Use. Your license to use the software is conditioned on the following license restrictions, and any use of the software in violation of any of these restrictions, or any of the other terms of this Agreement is a breach of this Agreement and unlicensed. You may use one copy of the software activated by a license key on a single device owned, leased, or otherwise controlled by you, at a single time. If you have multiple license keys for the software, you may install and use as many copies of the software as you have license keys, in each case, on a device and only as authorized herein. Installation of the software on a network server solely for distribution to other computers is not "use" of the software, and is permitted, provided that you have a valid license key for each device on which the software is installed. The software may not be used on, distributed to, or installed on a greater number of computers than you have license keys. If you use or distribute the software to multiple users, you must ensure that the number of devices does not exceed the number of license keys you have obtained, or you will be in breach of this Agreement and such use and distribution is unlicensed.

1.3. Evaluation Licenses. In the event you obtained a trial or evaluation version of the software, it will come with a trial activation key that activates the software for a limited time period (the "Trial Period"). You may use the software during the Trial Period for internal noncommercial purposes, solely to evaluate the suitability of the software for your needs. Upon the expiration of the Trial Period you must either purchase an activation key or destroy the software, Documentation, all backup copies thereof, and all trial activation keys that you have obtained. If you do not purchase an activation key prior to the expiration of the Trial Period, this Agreement, and all your rights and licenses hereunder will terminate at the expiration of the Trial Period.

1.4. Copies and Modifications. Except and solely to the extent that such a restriction is prohibited under applicable law, you may not reverse engineer, decompile, disassemble, or otherwise translate the software or any license keys you have obtained. You may not modify or adapt the software or any license keys that you have obtained in any way. You may make one copy of the software, the Documentation, and any license keys that you have obtained, solely for backup or archival purposes. Any such copies of the software, Documentation, or license keys shall include any copyright or other proprietary notices that were included on such materials when you first received them. Except as authorized in this Section, no copies of the software, Documentation, or license keys, or any portions thereof, may be made by you or any person under your authority or control.

1.5. Assignment of Rights. You will not sublicense, lease, rent, or lend your rights in the software, Documentation, or license keys, as granted by this Agreement, without prior written consent of CliktWice, except that you may transfer this Agreement in full in connection with the sale of all or substantially all of the assets related to this Agreement, provided that the assignee assumes all of your obligations hereunder, and the licenses granted hereunder will only extend to use of the software on the Authorized Device on which the software was installed immediately prior to the assignment. CliktWice may assign this Agreement without limitation. Any assignment in violation of the foregoing shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

If you are accepting this agreement on behalf of a company, organization, educational institution, or agency, instrumentality or department of a government as its authorized legal representative, then you represent and warrant that you have the power and authority to bind such entity to these terms, and references to "you" herein refer to both you, the individual end user, and the entity on whose behalf you are accepting this agreement.

If at any time you are not willing to be bound by the terms of this agreement, you should click the "cancel" or similar button, terminate the download and/or installation process, immediately cease and refrain from accessing or using the software and delete any copies you may have. This agreement, along with any additional terms or policies incorporated herein by reference, represents the entire agreement between you and CliktWice concerning the software, and this agreement supersedes and replaces any prior proposal, representation, or understanding you may have had with CliktWice relating to the software, whether orally or in writing.

1.6. Support and Maintenance Services; Updates. CliktWice will not provide any support or maintenance services under this Agreement. You acknowledge that CliktWice has no express or implied obligation to announce or make available any updates, enhancements, modifications, revisions, or additions to the software and that this Agreement does not give you any rights in or to any of the foregoing. CliktWice may offer support and/or maintenance services separately. If you have purchased CliktWice support and/or maintenance services with the software, these services are provided to you under the terms and conditions accompanying the applicable service. Any supplemental software code or related materials that CliktWice provides to you as part of any support and/or maintenance services are considered part of the software and are subject to the terms and conditions of this Agreement.

2. Intellectual Property and Confidentiality

2.1. Unauthorized Keys CliktWice reserves the right to remedy violations of any of the terms of this agreement immediately upon discovery, by charging the then current list price of unauthorized keys to the payment instrument used to make the original, authorized purchase.

2.2. License Automatic Update and Expiration. Your license may include an expiration date that can result in the termination of the license. For permanent (non-lease) license keys, the license updates automatically except if CliktWice determines that a license is used in violation of the terms of this Agreement. If your license key is stolen, or if you suspect any improper or illegal usage of your license outside of your control you should promptly notify CliktWice of such occurrence. A replacement license will be issued to you and the suspect license will be allowed to expire. For lease licenses, your monthly payment for each month must be processed prior to the expiration date in order for the license updates to be performed. For your convenience CliktWice may, but has no obligation to, provide license expiration warnings in the product interface should there be any issues that would cause the product license to eventually expire. It is your responsibility to contact CliktWice regarding any potential expiration that you deem inappropriate. CliktWice shall not liable for any damages or costs incurred in connection with the expired licenses.

2.3. Proprietary Rights to software and Trademarks. You acknowledge that the software and the documentation are proprietary to CliktWice, and the software and documentation are protected under United States copyright and other intellectual property laws and international treaties. You further acknowledge and agree that, as between you and CliktWice, CliktWice and its third party licensors own and shall continue to own all right, title, and interest in and to the software and documentation, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. Except for the limited, revocable license expressly granted to you herein, this agreement does not grant you any ownership or other right or interest in or to the software or the documentation or any other intellectual property rights of CliktWice, whether by implication, estoppel, or otherwise. Any and all trademarks or service marks that CliktWice uses in connection with the software or with services rendered by any of CliktWice are marks owned by CliktWice. This agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.

2.4. Confidentiality. You shall permit only authorized users, who possess rightfully obtained license keys, to use the software or to view the documentation. Except as expressly authorized by this agreement, you shall not make available the software, documentation, or any license key to any third party, or use the software, documentation, or any license key for any purpose other than exercising rights expressly granted to you hereunder. You agree to cooperate with and assist CliktWice in identifying and preventing any unauthorized use, copying, or disclosure of the software, documentation, or any portion thereof.

3. License Fees

The software will be available to you for use upon your receipt of one or more license keys. Upon acceptance of this agreement, you may obtain one or more license keys by paying the requisite license fees, using the procedure set forth on CliktWice web site. License fees for term-based licenses are due prior to the commencement of the applicable term, and may be re-billed to the payment instrument you used for your initial purchase upon the commencement of any renewal term. The license fees paid by you are paid in consideration of the license granted under this agreement. License sales are final and CliktWice does not refund license fees under any circumstances. By accepting this agreement you fully understand that once license fee payment is made to CliktWice you will have no recourse for receiving a refund of any part of the fees.

4. Term and Termination

This agreement is effective upon your acceptance of the agreement, or upon your downloading, installing, accessing, and using the software, even if you have not expressly accepted this agreement. This agreement shall continue in effect until expiration or termination as provided herein (the "Term"). Term-based licenses terminate upon the expiration of the prepaid term, unless you have paid all applicable fees to extend the term.

5. Indemnification; Limitation of Liability

You will, at your own expense, indemnify and hold CliktWice, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys' fees (collectively, "Claims"), arising out of any use of the Package (as defined below) by you, any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement.

5.1. Limitation of liability. In no event shall CliktWice be liable to you or any party related to you for any indirect, incidental, consequential, special, exemplary, or punitive damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, loss of data or other such pecuniary loss), whether under a theory of contract, warranty, tort (including negligence), products liability, or otherwise, even if CliktWice has been advised of the possibility of such damages. In no event will CliktWice - total aggregate and cumulative liability to you for any and all claims of any kind arising hereunder exceed the amount of license fees actually paid by you for the software giving rise to the claim in the twelve months preceding the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

5.2. Certain limitations. Some jurisdictions do not allow the exclusion of or limitation or exclusion of certain types of warranties, damages, or liabilities, so the above exclusion and limitations may not apply to you, but in such a case the exclusions and limitations set forth in this section 7 shall be applied to the greatest extent enforceable under applicable law.

6. General Terms

6.1. Feedback. If you provide any ideas, feedback, suggestions, materials, information, opinions, or other input to CliktWice ("Feedback"), regardless of any accompanying communication, CliktWice has no obligation to review, consider, or implement your Feedback, all such submissions are made on a non-confidential basis, CliktWice and its successors and assigns have an unconditional and unlimited right to use, reproduce, modify, and disclose such Feedback without any compensation or attribution, and you waive and agree not to assert any so-called "moral rights" you may have in the Feedback.

6.2. Severability. If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. To the extent possible the provision will be interpreted and enforced to the greatest extent legally permissible in order to effectuate the original intent, and if no such interpretation or enforcement is legally permissible, shall be deemed severed from the Agreement.

6.3. Headings. The Article and Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

6.4. Amendment. CliktWice reserves the right, in its sole discretion, to amend this agreement from time to time by posting an updated version of the agreement on www.CliktWice.com, provided that disputes arising hereunder will be resolved in accordance with the terms of the agreement in effect at the time the dispute arose. We encourage you to review the published agreement from time to time to make yourself aware of changes. Material changes to these terms will be effective upon the earlier of (i) your first use of the software with actual knowledge of such change, or (ii) 30 days from publishing the amended agreement on www.CliktWice.com. If there is a conflict between this agreement and the most current version of this agreement, posted at www.CliktWice.com, the most current version will prevail. Your use of the software after the amended agreement becomes effective constitutes your acceptance of the amended agreement. If you do not accept amendments made to this agreement, then this license will be immediately terminated pursuant to Section 4.

6.5. Taxes. You shall, in addition to the license fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of CliktWice. You shall reimburse CliktWice for the amount of any such taxes or duties paid or incurred directly by CliktWice as a result of this transaction, and you agree that CliktWice may charge any such reimbursable taxes to the payment instrument you used for your initial payment.

6.6. Governing Language. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern.

6.8 Contact Information. You may contact CliktWice for more information about the software, other CliktWice products and services at CliktWice by visiting our website: https://www.CliktWice.com