C2C SMARTCOMPLIANCE LICENSE AGREEMENT-TERMS AND CONDITIONS
1. AGREEMENT: Pursuant to the terms and conditions of this License Agreement, C2C SMARTCOMPLIANCE LLC (C2C SMARTCOMPLIANCE)shall grant to LICENSEE a non-exclusive, non-transferable license to use the Content listed on the order form. LICENSEE may access and use only one copy of the Content on a dedicated server hosted by C2C SMARTCOMPLIANCE. The term and the scope of the License shall be as defined above. Selection of Content hereunder shall not constitute the practice of law, and in all cases, LICENSEE shall seek and obtain advice of competent and qualified attorneys at law with respect to any legal, regulatory or statutory compliance matter. The Content and the selection of Content hereunder are a tool which may be used in conjunction with but must not be used in place of competent and qualified attorneys at law and other qualified individuals.
2. PAYMENT: The price to be paid by LICENSEE for the License and the payment terms are as defined above and related documentation.
3. RESTRICTED USE: Each copy of the Content is licensed for the limited use indicated above. LICENSEE may make back-up or archival copies of the Content provided that LICENSEE reproduces all confidentiality and proprietary notices on each of these copies and maintains an accurate record of their location. LICENSEE agrees that C2C SMARTCOMPLIANCE or its licensors retain, to the extent not public domain, all exclusive right, title, interest and ownership in and to the Content, and all derivative works, modifications, and extensions thereto, no matter by whom created, as well as any patent, trademark or copyrights associated with the Content, components and all derivative works, modifications, and extensions thereto and related documentation. LICENSEE may only use the Content for its internal use only and may not use the Content as part of a hosted, leased or subscription service for the benefit of any third party. LICENSEE agrees that any Third Party Programs (as defined below), are not to be used except as an inated component of the Content and any Third Party Program application development interfaces may not be used for any purpose. LICENSEE will not copy, translate, modify, decompile, disassemble, reverse engineer or adapt the Content except as specifically authorized under applicable law or by C2C SMARTCOMPLIANCE in writing. All rights not specifically granted hereunder are reserved to C2C SMARTCOMPLIANCE.
4. WARRANTY: C2C SMARTCOMPLIANCE makes no warranties on the Content. C2C SMARTCOMPLIANCE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, TO LICENSEE, ITS CUSTOMERS OR ANY OTHER PARTY, FOR CONTENT, PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR OTHER WARRANTIES FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, OR AGAINST LATENT DEFECTS. CONSULT2COMPLY SPECIFICALLY DENIES ANY IMPLIED OR EXPRESS REPRESENTATION THAT THE CONTENT WILL (a) FIT LICENSEE’S OR LICENSEE’S CUSTOMER’S REQUIREMENTS; (b) OPERATE IN COMBINATIONS WHICH MAY BE SELECTED FOR USE BY LICENSEE OR LICENSEE’S CUSTOMER; (c) OPERATE UNINTERRUPTED OR ERROR-FREE; OR (d) PROVIDE UPDATES OR UPGRADES TO THE CONTENT OR ANY CONTENT IN A TIMELY FASHION OR HAVE ALL DEFECTS CORRECTED.
5. THIRD PARTY CONTENT/DATA COLLECTION: LICENSEE must obtain a license with respect to any Third Party Content to use the Content. LICENSEE is solely responsible for obtaining a license which is adequate in scope and term to make use of Third Party Content in conjunction with the Content. Licensee expressly acknowledges that (a) proper use of the Content and Third Party Content requires that Licensee purchase or license one or more copies of any Third Party Content, which can be separately purchased or licensed from independent third parties). LICENSEE IS SOLELY RESPONSIBLE FOR PURCHASING OR LICENSING ALL NECESSARY COPIES OF ANY THIRD PARTY CONTENT, AS WELL AS ALL APPROPRIATE USAGE PRIVILEGES RELATING TO SUCH THIRD PARTY CONTENT.
6. NO CONSEQUENTIAL DAMAGES: IN NO EVENT WILL CONSULT2COMPLY OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS BE LIABLE FOR (a) ANY COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT GOODS AND SERVICES, LOSS OF PROFITS, LOSS OF USE, LOSS OF OR CORRUPTION TO DATA, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF CONTRACTS, LOSS OF GOODWILL, OR ANTICIPATED SAVINGS OR WASTED MANAGEMENT AND STAFF TIME; OR (b) FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON LICENSEE’S CLAIMS OR THOSE OF ITS LICENSEES ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH CONSULT2COMPLY OR ITS LICENSORS, RESELLERS, SUPPLIERS OR AGENTS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SPECIFIC CONTENT PRODUCT THAT DIRECTLY CAUSED THE DAMAGE FOR A PERIOD OF SIX MONTHS BEFORE SUCH CLAIM. THIS SECTION WILL APPLY EXCEPT WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITE THE FOREGOING EXCLUSION AND LIMITATION.
7. CONFIDENTIALITY: LICENSEE acknowledges that the Content data manipulation and mapping aspects that incorporates confidential and proprietary information developed or acquired by or licensed to C2C SMARTCOMPLIANCE and agrees to take all reasonable precautions necessary to safeguard the confidentiality of the Content. LICENSEE shall not nor permit others to use the Content beyond the scope permitted above or disclose the Content to any third party; provided that the LICENSEE’s Customers agree to a confidentiality agreement with substantially similar restrictions that apply to the Content. The confidential information includes without limitation, source code, object code, interfaces, APIs, dashboards, and all components of the Content.
8. TERMINATION: C2C SMARTCOMPLIANCE may terminate this License Agreement, upon reasonable notice and without judicial or administrative resolution, if LICENSEE or any of LICENSEE’s employees, consultants, or customers breach any term or condition hereof. This License Agreement will terminate automatically if LICENSEE becomes insolvent or enters into bankruptcy, suspension of payments, moratorium, reorganization or any other proceeding that relates to insolvency or protection of creditors’ rights. Upon the termination of this License Agreement for any reason, all rights granted to LICENSEE hereunder cease, and LICENSEE will destroy all copies of the Content. The provisions of Sections 3 through 11 will survive the termination of this License Agreement. Upon any termination or expiration of this License Agreement: (a) LICENSEE shall no longer be authorized to use or possess the Content; and (b) LICENSEE shall promptly return to C2C SMARTCOMPLIANCE all Content or media, in any form.
9. ASSIGNMENT: LICENSEE shall not assign, delegate or otherwise transfer this License Agreement or any of its rights or obligations hereunder without C2C SMARTCOMPLIANCE’s prior approval.
10. COMPLIANCE WITH LAWS: LICENSEE shall carry out the transactions contemplated hereby and shall otherwise deal with the Content in conformity with all applicable laws, rules, and regulations of all governmental authorities, including, without limitation, the Export Administration Act, and shall obtain all permits and licenses required in connection with the license, installation, or use of the Content. The Content may be subject to restrictions as to export, re-export or disclosure to certain foreign persons including such restrictions with respect to cryptographic items. LICENSEE agrees that it is solely responsible for compliance with such export laws and controls.
11. MISCELLANEOUS: All notices or approvals required or permitted under this License Agreement must be given in writing. Any waiver or modification of this License Agreement will not be effective unless executed in writing and signed by C2C SMARTCOMPLIANCE. This License Agreement will bind LICENSEE’s successors-in-interest. This License Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, USA. If any provision of this License Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this License Agreement, unless C2C SMARTCOMPLIANCE in good faith deems the unenforceable provision to be essential, in which case C2C SMARTCOMPLIANCE may terminate this License Agreement effective immediately upon notice to LICENSEE. Except for payment obligations hereunder, neither party shall be responsible for delays or failures in performance resulting from acts reasonably beyond the control of that party. This License Agreement constitutes the complete and entire statement of all conditions and representations of the agreement between C2C SMARTCOMPLIANCE and LICENSEE with respect to its subject matter and supersedes all prior writings, representations, warranties or understandings. LICENSEE shall comply fully with all export laws and regulations of the United States (“Export Laws”) to ensure that none of the Content, Confidential Information, or intellectual property of C2C SMARTCOMPLIANCE nor any technical data related to any of the preceding nor any direct product thereof, are: (a) exported or re-exported directly or indirectly in violation of Export Laws; or (b) used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.