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LICENSE AGREEMENT

By electronically accepting these terms and conditions, Licensee agrees to be bound by the following terms and conditions (“Agreement”). Accepting the terms of this Agreement will provide Licensee a limited time no cost license to use a limited functionality version of the Influence Network web application. “Licensee” means the employer of the person who accepts the terms of this Agreement, or if the employer is acting for a client, the employer and the client, collectively. Influence Network LLC (“Influence Network”) is the licensor

  1. Definitions.
    1. “Recipients” means the recipients of content or messages served through the System.
    2. “AdvertiserService” means any combination of services provided by Influence Network in connection with the monitoring of locations or the creation and delivery of content or messages from Influence Network’s servers to Recipients, including access to the System.
    3. System” means the proprietary monitoring, content and message creation and delivery software of Influence Network.
    4. “User Data” means addresses, names, and other personal information regarding Recipients and data derived from Licensee’s use of the AdvertiserService.
  2. System.
    1. Licensee and Influence Network agree that Licensee may use the System to receive the AdvertiserService. Accordingly, Influence Network grants to Licensee a non-exclusive, non-transferable license to access and use the System only on Influence Network’s servers by means of a unique password selected by Licensee and maintained by Influence Network, and only for the purposes of: (i) loading into the System the addresses of business locations the Licensee wishes to monitor, (ii) obtaining reports generated by the AdvertiserService, (iii) creating, managing and delivering content and messages, and (iv) creating, uploading and storing content, messages, and the addresses, telephone numbers or other contact information to which the messages and content are to be sent.
    2. The System shall be used exclusively by Licensee and its permitted employees and contractors who are legally bound to Licensee to comply with this Agreement’s terms and to whom Influence Network has agreed to provide access by maintaining their unique passwords. The System may be used only for its intended uses that are directly related to Licensee’s internal business operations. Licensee shall not allow others to use or have access to the System, either directly or indirectly. Influence Network shall have exclusive ownership of any improvements or modifications to the System, even if suggested by Licensee, its employees or contractors.
  3. Support and Training.

    Unless provided otherwise in writing, any telephone or internet support or training shall be provided at Influence Network’s standard rates and charges then in effect pursuant to a statement of work between Licensee and Influence Network. At Licensee’s option, Licensee may enter into a statement of work to outsource to Influence Network all or part of its evaluation of the System. The outsourcing of such evaluation to Influence Network shall have no effect, express or implied, on the limitations on liability and disclaimers of warranty contained in this Agreement.

  4. Privacy & Terms of Use.

    Throughout the Term, Licensee agrees to adhere to fair information collection practices with respect to the receipt or provision of the AdvertiserService.

    1. Licensee represents that Licensee has read, the Privacy and Terms of Use Policy statement that governs the use of the AdvertiserService (currently located at influencenetwork.com/platform-privacy-policy) and will conform to those terms as fully as if they had been set forth herein. Licensee agrees that it will conform to any updates to such policy. Licensee further agrees that all messages and content provided to Influence Network and/or delivered on behalf of Licensee, and Licensee’s other promotional and marketing activities in connection with the use of the AdvertiserService, including Licensee’s website, shall not be deceptive, misleading, obscene, defamatory, illegal or unethical.
    2. Without limiting the generality of the obligations of Licensee contained elsewhere herein, Licensee agrees that it will undertake commercially reasonable efforts to insure that: (i) Licensee’s use of User Data will not infringe any international, national, federal, state or local law relating to individual privacy or the distribution of messages or content; (ii) as applicable and required by law, email, telephone numbers and other contact information provided by Licensee will be obtained on an “opt-in” basis; and (iii) Licensee will not send unsolicited messages or content (commonly known as “spam” or “junk”). Licensee covenants that, in addition to compliance with the Privacy and Terms of Use Policy in effect from time to time and of which notice has been provided to Licensee by Influence Network pursuant to subparagraph (a) above, Licensee will use the AdvertiserService only in compliance with all applicable laws (including, without limitation, all policies and laws related to spamming, privacy, obscenity or defamation, and the protection of children and personally identifiable information).
    3. Influence Network shall have the right to terminate this Agreement pursuant to Section 6 below should Licensee breach the provisions of this Section 4.
  5. Proprietary Rights and Confidentiality.
    1. Influence Network is the exclusive owner of all right, title and interest in and to the System and any enhancements thereto and any materials provided to Licensee by Influence Network in connection with the System or otherwise. Licensee acknowledges that the System and all related materials are proprietary and confidential information (“Confidential Information”) belonging to Influence Network, and that Licensee may not use, copy, or disclose such Confidential Information except pursuant to the limited rights expressly granted in this Agreement. Nothing in this Agreement grants Licensee any rights to, and Licensee agrees not to (i) modify, adapt, alter, copy, reverse engineer (except to the extent permitted by applicable law) or disassemble the System, including without limitation any software or data contained therein, in any way, or (ii) re-sell or create or offer derivative versions of the System either directly or indirectly, (a) as a standalone service offering, (b) as bundled with the services or products of anyone other than Influence Network, or (c) on a service-bureau basis.
    2. Influence Network may disclose Confidential Information when it has a good faith belief that such disclosure is reasonably necessary to (i) satisfy any applicable law, regulation, legal process or enforceable governmental request, (ii) enforce its Privacy and Terms of Use Policy including investigation of potential violations thereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) protect against imminent harm to the rights, property or safety of either party or any of their clients, any Recipient or the public as required or permitted by law, and (v) otherwise in accordance with Influence Network’s Privacy and Terms of Use Policy in effect from time to time or as required by law (provided that, in the event such disclosure is required, the disclosing party will provide the other party with notice in advance of such disclosure to the extent permitted by law.
  6. Term & Termination.
    1. This Agreement and the Term commences when Licensee electronically accept this Agreement’s terms. The Term shall end at the time determined by Influence Network in it sole discretion. Licensee shall have no expectation of the continuation or availability of the AdvertiserService. Without limiting the generality of the foregoing, Influence Network reserves the right to (i) modify, cancel or suspend the AdvertiserService at any time, and (ii) suspend or terminate Licensee’s use of the AdvertiserService if in Influence Network’s discretion, Licensee has violated any of the terms of this Agreement, including, but not limited to, Section 4 above. When Influence Network terminates Licensee’s access to the AdvertiserService, Influence Network may remove any User Data from the System. Influence Network assumes no liability in connection with any termination or suspension of the AdvertiserService or access to the AdvertiserService.
    2. Upon any termination of this Agreement, Licensee shall immediately stop using the System and shall within ten days destroy all copies in any form in any media or memory of any part of the System and any materials in any media that Licensee creates using the System (“Work Product”). Licensee will not be required to destroy copies of the System or any Work Product when this Agreement terminates if before the termination Licensee has obtained from Influence Network a paid license to use the System. Termination of this Agreement shall not relieve Licensee of any obligation accruing prior to termination. The provisions of this Agreement which by their nature would continue beyond any termination of this Agreement shall survive any termination or expiration of this Agreement.
  7. NO WARRANTY.

    LICENSEE’S USE OF THE SYSTEM IS AT THE LICENSEE’S OWN RISK. THE SYSTEM IS PROVIDED FOR USE “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFLUENCE NETWORK MAKES NO EXPRESS OR IMPLIED WARRANTIES ABOUT THE SYSTEM OR ANY RELATED SUPPORT, IF ANY, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, CAPACITY, PERFORMANCE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS. INFLUENCE NETWORK DOES NOT WARRANT THAT THE SYSTEM OR ANY PART THEREOF WILL MEET LICENSEE’S REQUIREMENTS OR THAT LICENSEE’S ACCESS TO THE SYSTEM WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED.

  8. LIMITATION OF LIABILITY.

    IN NO EVENT AND UNDER NO THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT OR OTHER LEGAL OR EQUITABLE THEORY, SHALL INFLUENCE NETWORK BE LIABLE TO LICENSEE OR ANYONE ELSE FOR ANY DAMAGES WHATSOEVER INCLUDING WITHOUT LIMIATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, INCIDENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, PROFITS, REVENUES, SAVINGS OR USE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF INFLUENCE NETWORK SHALL HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF. LICENSEE AGREES THAT THE FOREGOING FAIRLY ALLOCATES THE RISK HEREUNDER AND IS A MATERIAL INDUCEMENT TO INFLUENCE NETWORK’S GRANTING THIS LICENSE.

  9. Indemnification.

    Licensee agrees to indemnify and hold Influence Network and its officers, managers, members, employees and harmless from and against any and all third party claims, actions, losses, damages, liability, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with (a) content submitted by Licensee in connection with performance under this Agreement (as unmodified by Influence Network or the stem); or (b) any breach of any of Licensee’s representations, warranties or obligations set forth in this Agreement, or arising from any third party claim against Influence Network based on or arising out of Licensee’s use of the System. 10. INFRINGEMENT CLAIMS. Influence Network will defend any claim or cause of action brought against Licensee which is based on a claim that the System infringes any patent, copyright, trademark, or other intellectual property right enforceable in the United States of America, provided that Licensee gives Influence Network prompt notice of the claim, give Influence Network such authority as Influence Network deems necessary to completely defend the claim, and give Influence Network continuous cooperation in the defense. Influence Network shall have sole control over the defense, including selecting counsel, and controlling: counsel; any and all appeals; all negotiations; and the terms of any settlement or compromise of the claim. Subject to the limitations in this paragraph, for any claim that Influence Network defends under this paragraph, Influence Network will pay all Licensee’s litigation costs, including attorneys’ reasonable fees, and will indemnify Licensee for all damages and costs awarded in a final, unappealable court order and against any settlement payments Influence Network approves. Notwithstanding any other term in this agreement, Influence Network is not obligated to defend and will not be liable for costs or damages, any court awards or any settlement payments, for any claim in which (a) Influence Network wrote the System according to Licensee’s specifications, (b) the alleged infringement is based on Licensee’s use, without Influence Network’s express written permission, of the System as licensed by Influence Network in combination with anything Influence Network did not sell or license to Licensee, where the alleged infringement arises from the combination or from the practice of a method made possible by the combination, or (c) the alleged infringement is based on the System as modified by or for Licensee. For any claim that Influence Network defends under this paragraph, if any item is found or agreed by Influence Network to be infringing, and therefore Licensee is enjoined by final, unappealable court order or by settlement Influence Network approves, from using the System as Influence Network licensed it, Influence Network shall, at its option (a) procure Licensee the right to continue using the infringing System, (b) replace or modify the System to avoid infringement, or (c) repossess the System in exchange for a refund from Influence Network of the depreciated value of the System on a three (3) year, straight-line depreciation of the license price that Licensee paid for it. INFLUENCE NETWORK’S TOTAL, CUMMULATIVE LIABILITY TO LICENSEE UNDER THIS PARAGRAPH IS LIMITED TO ONE HUNDRED PERCENT (100%) OF THE PRICE LICENSEE PAID INFLUENCE NETWORK TO LICENSE THE INFRINGING SYSTEM. EXCEPT AS STATED IN THIS SECTION, INFLUENCE NETWORK DISCLAIMS ALL LIABILITY TO LICENSEE FOR PATENT, TRADEMARK, COPYRIGHT OR OTHER ALLEGED INFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS.

  10. General.

    Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. No failure or omission by either party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement nor create any liability if the same shall arise from any cause or causes beyond the reasonable control of such party, including but not limited to the following: acts of God, acts or omissions of any government or any rules, regulations or orders of any governmental authority or any officer, department, agency or instrument thereof; fire, storm, flood, earthquake, accident, acts of the public enemy, war, rebellion, Internet brown out, insurrection, riot, invasion, strikes, or lockouts.

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