Terms of Service
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE ACCEPTING THIS AGREEMENT BY SIGNING VIA DOCUSIGN, THEREBY SIGNIFYING YOUR ACCEPTANCE OF THE TERMS THAT FOLLOW ON BEHALF OF YOURSELF AND ON BEHALF OF YOUR EMPLOYER AND/OR YOUR COMPANY, IF ANY.
IF YOU ARE NOT WILLING OR UNABLE TO ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD STOP NOW. IF YOU DO NOT ACCEPT THESE TERMS YOU WILL NOT BE GRANTED ACCESS TO USE THE WEBINTEGRITY SYSTEM (DEFINED BELOW).
USE OF WEBINTEGRITY WITHOUT SIGNIFYING YOUR AGREEMENT TO THESE TERMS IN THE MANNER INDICATED ABOVE IS STRICTLY PROHIBITED.
WEBINTEGRITY IS COPYRIGHTED AND LICENSED (NOT SOLD). THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING WEBINTEGRITY BETWEEN YOU AND WEBINTEGRITY LLC (“LICENSOR”, HEREINAFTER), AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES.
“You”, “your” and Licensee refer to the individual or entity that has executed this agreement (“Agreement”) and requested a license to use the WebIntegrity System, as that term is defined below.
The WebIntegrity Order Form (“Order Form”) is attached hereto as Exhibit 1 and is incorporated herein by reference as if fully set out at this point.
The “Website” refers to the Internet domain set out in the attached Order Form that is licensed to have the WebIntegrity System (as that term is defined below) activated on it.
The WebIntegrity Transmitting Module (“Transmitter”, hereinafter) refers to a section of code that is dynamically loaded onto each page of the Website on which visitor monitoring is desired.
“Live View” refers to real time viewing of consenting visitor activity while the visitor is viewing a page on which the Transmitter has been loaded.
The WebIntegrity Services (“Services”, hereinafter) refers to the services set out in the attached Order Form which include real time monitoring and website analytics.
The WebIntegrity Documentation (“Documentation”, hereinafter) refers to any user instructions, manuals or other materials, and on-line help files regarding the use any aspect of the WebIntegrity System that are generally provided in connection with the license granted herein.
The WebIntegrity System refers collectively to any and all aspects of the Transmitter, the Services, and the Documentation that are licensed pursuant to this Agreement.
2. APPLICABILITY OF THIS AGREEMENT.
This Agreement is valid and pertains only to the individual or entity and the usage specified in the Order Form, the contents of which are incorporated by reference into this Agreement as if fully set out at this point.
To the extent that any of the terms of the Order Form might appear to contradict a term of this Agreement, the terms of this Agreement shall control.
3. LICENSE GRANT.
Licensor hereby grants to you, and you accept, during the Term of this Agreement a nonexclusive and nontransferable personal license to download, install and run the Transmitter on one or more pages of the Website specified in the attached Order Form according to the terms set out herein.
This License Grant also includes the right to utilize the Services in connection with the Transmitter during the Term, which services include, real time viewing of visitor sessions (“Live View”), and selected analytic information about how visitors use the Website (collectively the “Services”, hereinafter).
The single line of code that activates and downloads the Transmitter may be installed by you on one or more pages of the Website. This license grant extends only to use of WebIntegrity in connection with the Transmitter and Services on a single website. All other uses are strictly prohibited.
Unless otherwise agreed to by the parties, the instant Agreement shall also extend to any future upgrades, updates, or revisions of WebIntegrity provided by Licensor to you.
Licensor reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
In consideration of being licensed to use WebIntegrity, you agree that you may not:
- Permit third parties to use WebIntegrity except under the terms listed herein;
- Remove any proprietary notices or labels on the WebIntegrity software or Documentation;
- Use WebIntegrity for the direct benefit of, or for purpose of rendering services to, any third party business entities or organizations;
- Modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based upon the Transmitter, the Services, WebIntegrity Documentation, or any other aspect of WebIntegrity, or assist or permit others to do any of the forgoing, except to the extent that this restriction is expressly prohibited by law;
- Reverse assemble, reverse compile, reverse engineer, or otherwise translate the Transmitter or any part thereof, nor permit or assist others in doing same;
- Misuse the WebIntegrity Transmitter Data as described below; and
- During the Term of this Agreement and for a period of ten years after its termination for any reason, write or develop, or engage or assist any third party to write or develop, any derivative software or any other software program that is intended to mimic or replace the functionality of the Transmitter Module;
You agree that you shall only use WebIntegrity and its associated documentation in a manner that complies in all material respects with all applicable federal, state, and local laws in the jurisdictions in which you would be subject to legal process. Such uses include, but are not limited to, applicable restrictions concerning privacy, copyright, trademark, and other intellectual property rights.
Breach of any of the prohibitions herein shall immediately terminate your license to WebIntegrity.
5. PROHIBITED USE OF TRANSMITTER DATA.
Thus, it is imperative that live views of users on the Website not be paired with personal information about a visitor that might otherwise be available to you either through past dealings with that visitor or collected by you (with or without consent) during a tracked session. Breach of this prohibition may put you in violation of the Electronic Communications Privacy Act (18 U. S. C. §§ 2510-2523, the “Wiretap Act”), the California Consumer Protection Act, and a number of state privacy laws.
This activity is strictly prohibited and will immediately terminate your license to WebIntegrity. It will also trigger the Indemnity clause below if an attempt is made to do the foregoing.
6. RIGHTS TO DATA.
Aggregate information about the Website collected from anonymous visitors that is compiled by WebIntegrity during the Term of this Agreement (e.g., number of visitors, time on the website, geographic locations of visitors, etc.) and made available to you in the form of reports is your proprietary property
Your aggregate information about the Website will be stored on the WebIntegrity servers where you can view or download same for a period of thirty (30) days after it is collected, after which it will be deleted.
7. LICENSOR’S RIGHTS.
You acknowledge and agree that all right, title, and interest in and to all aspects of the WebIntegrity System, including intellectual property rights associated therewith, are and shall remain with Licensor. This Agreement does not convey to you an interest in or to WebIntegrity, but only a limited right of use revocable in accordance with the terms of this Agreement.
The WebIntegrity System, including its software and Documentation, are protected by the copyright laws of the United States and international copyright treaties. Title, ownership rights and intellectual property rights in and to the content created by or accessed through the Transmitter and Services ("Content") shall be retained by WebIntegrity unless otherwise provided in this Agreement. This license gives you no rights to such Content other than in connection with this Agreement.
8. PERSONAL INFORMATION.
You are solely responsible for maintaining the confidentiality of your password and account information. You are responsible for all activities that occur in your account and you agree to notify WebIntegrity immediately of any unauthorized account use. WebIntegrity is in no way responsible for any loss that you may incur as a result of any unauthorized use of your user account.
Licensor and Licensee shall defend, indemnify and hold each other and their officers, directors, employees, affiliates and agents harmless from and against all losses, damages, liabilities, claims, actions and all related expenses (including reasonable attorneys’ fees and expenses) by reason of injury or death to any person or damage to any tangible or intangible property arising or resulting from the negligence or willful misconduct of the Indemnifying Party (as defined below), its employees, contractors, or agents.
The cumulative liability of Licensor to Licensee arising out of this Section 7, in contract tort or otherwise, shall not exceed the total dollar amount of all license fees paid to Licensor pursuant to this Agreement during the Term.
Licensee shall indemnify and hold Licensor’s officers, directors, employees, affiliates and agents harmless from and against all losses, damages, liabilities, claims, actions and all related expenses (including reasonable attorneys’ fees and expenses) of or relating to any claim that you have violated the terms of this Agreement including, without limitation, any violation of Section 3 and its prohibition against misuse of the WebIntegrity tracking data.
IN NO CASE WILL WEBINTEGRITY BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR ANY LOST PROFITS OR LOST REVENUES.
This Agreement is effective upon your acceptance of its terms and conditions and your successful activation of WebIntegrity, and shall continue month to month until terminated.
11. YOUR ACCOUNT.
You will be given a user account and/or password that grants you access to the Services. You are responsible for maintaining the confidentiality of your account and password. You further agree to accept full responsibility for all activities that occur under your account and agree to notify WebIntegrity immediately of any unauthorized use. WebIntegrity is in no way responsible for any loss that you may incur as a result of any unauthorized use of your user account.
12. PROPRIETARY INFORMATION.
WebIntegrity and all information and materials related thereto constitute proprietary information and trade secrets of Licensor. You shall use your best efforts to ensure the confidentiality of WebIntegrity and all related materials and information supplied by Licensor.
You specifically agree to prevent your employees, agents, attorneys and representatives from disclosing such proprietary information and shall hold Licensor harmless and protect and indemnify same in the event of any disclosure by said persons.
The non-disclosure provisions of this section shall continue beyond the term of the contract and shall be binding and enforceable even after termination of this Agreement for any reason.
You warrant that you will not disclose, use, modify, copy, or reproduce the Program or any of the information or materials supplied by Licensor except in accordance with this Agreement or after first obtaining the written permission of Licensor.
This Agreement is effective until terminated.
The Licensee may terminate this Agreement at any time upon thirty (30) days advance Notice to the Licensor.
Licensor may terminate this Agreement with or without cause and with or without notice to you at any time and for any reason.
This Agreement will terminate immediately without notice from Licensor or judicial resolution if you fail to comply with any provision of this Agreement.
Upon termination for any reason:
- You immediately must cease all use of the Transmitter and the Services.
- You must remove the WebIntegrity installation code from all of the pages of the Website on which it has been installed;
- You must destroy all accompanying Documentation (printed or electronic), including users guides, installation guides, technical guides, etc., and all copies thereof; and
- Your user account will be disabled.
The rights and obligations of the parties under Sections 4-9 shall survive the expiration or termination of this Agreement for any reason.
WebIntegrity, the WebIntegrity Transmitter, and WebIntegrity Services are trademarks of Licensor. No right, license, or interest to such trademarks are granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademarks.
15. NO ASSIGNMENT.
This Agreement is personal to you and may not be assigned without Licensor’s prior express written consent. In the event that you are an entity that merges with another entity or are acquired by another entity during the Term, you shall provide written notice of such merger or acquisition not later than the date on which any public announcement is made. If Licensor does not consent to assignment of this Agreement to the new or acquiring entity in such merger or acquisition, Licensor may immediately terminate this Agreement. Both parties shall perform under this Agreement until such termination is effective.
All notices and other communications hereunder to Licensor, shall be in writing and shall be deemed to have been given if sent by email to [email protected] with the subject line “NOTICE” with a copy which shall not constitute notice to [email protected].
Notice to Licensee shall be as specified in the attached Order Form.
17. DISCLAIMER OF WARRANTIES.
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT WEBINTEGRITY IS PROVIDED TO YOU "AS IS", AND WEBINTEGRITY, LLC MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ITS FUNCTIONALITY, CONDITION, PERFORMANCE, OPERABILITY OR USE.
WITHOUT LIMITING THE FOREGOING, WEBINTEGRITY, LLC DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM INFRINGEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE LIMITED WARRANTY HEREIN GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM ONE JURISDICTION TO ANOTHER.
18. COMPLETE AGREEMENT.
This Agreement shall constitute the complete and exclusive agreement between us. The terms and conditions contained in this Agreement may not be modified by you except in a writing duly signed by you and an authorized representative of WebIntegrity LLC.
19. GOVERNING LAW.
This Agreement shall be construed and governed in accordance with the laws of the State of Oklahoma, without regard to the choice of law provisions of that state, and all actions, regardless of the form or nature of such, to enforce this license or for the breach of same shall be brought within on (1) year from the occurrence of the grounds for such action in either state or federal court in Oklahoma City, Oklahoma. The parties irrevocably submit to exclusive jurisdiction in the state and federal courts of Oklahoma City, Oklahoma with respect to any dispute between them arising out of, relating to, or in connection with this Agreement.
20. COSTS OF LITIGATION.
If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
The invalidity or unenforceability of any paragraph, term, or provision hereof in no way shall affect the validity or enforceability of the remaining paragraphs, terms, or provisions hereof. In addition, in any such event, the parties agree that it is their intention and agreement that any such paragraph, term, or provision which is held or determined to be unenforceable as written nonetheless shall be in force and binding to the fullest extent permitted by law, as though such paragraph, term or provision had been written in such a manner and to such an extent as to be enforceable under the circumstance.
22. NO WAIVER.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
It is specifically agreed that the breach of this Agreement, and in particular the section concerning non-disclosure of proprietary information and misuse of WebIntegrity Transmitter Data, will result in irreparable injury and in the event of such a breach WebIntegrity shall be entitled to specific performance and injunctive relief to correct and enjoin such breach in addition to all other remedies which might be available.
23. HEADINGS / SINGULAR AND PLURAL.
Paragraph and other headings contained in this License Agreement are for convenience only and shall not be considered for any purpose in governing, limiting, modifying, construing or affecting the provisions of this License Agreement and shall not otherwise be given any legal effect.
In interpreting this License, the singular shall be read as the plural in each instance as sense shall require. Similarly, the plural shall be read as the singular in each instance as sense shall require.
You acknowledge that you have carefully read and fully understood the foregoing and agree on behalf of the Licensee to be bound thereby. You also agree and warrant that you have the full authority to bind the Licensee to the terms of this Agreement.
Updated: December 29, 2022