Shoppers Haul                              

License Agreement

 LICENSE AGREEMENT

CAREFULLY READ ALL THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT.

PLEASE NOTE IN PARTICULAR THE LIMITATIONS TO THE LIABILITY OF THE LICENSOR CONTAINED IN SECTIONS 8, 9 AND 10 AND THE RESTRICTIONS/PARAMETERS AS TO THE USE OF THE SOFTWARE CONTAINED IN SECTIONS 1 AND 2 OF THIS AGREEMENT.

BY PURCHASING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. THUS, BY SELECTING THE “BUY NOW” ICON OR “TRY ME NOW” ICON, YOU AGREE TO THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT WANT TO BE BOUND TO THE BELOW TERMS AND CONDITIONS, DO NOT CLICK ON THE “BUY NOW” ICON OR “TRY ME NOW” ICON AND DO NOT PURCHASE THE SOFTWARE. THE ENCLOSED PROGRAM WILL NOT LOAD ONTO YOUR COMPUTER. BY CLICKING ON THE “BUY NOW” ICON OR THE “TRY ME NOW” ICON, YOU INDICATE THAT YOU HAVE READ, UNDERSTAND AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

SOFTWARE LICENSE AGREEMENT

This SOFTWARE LICENSE AGREEMENT (this “Agreement”) is made between SHOPPER’S HAUL, LLC, a limited liability company formed under the laws of Illinois (the “Licensor”), and You (the “Licensee”) (collectively, the “Parties” and individually, a “Party”).

BACKGROUND:

A. Licensor has made a substantial investment in the development of the enclosed computer software plug-in known to the Parties as Shopper’s Haul Plugins (the “Software”), and in the development of documentation related thereto, located at www.shoppershaul.com (the “Documentation” and together with the Software, the “Licensed Materials”).

B. Licensor is entitled to license others to use the Licensed Materials.

C. The Licensee wishes to use the Licensed Materials, and Licensor has agreed to license such use, pursuant to the terms of this Agreement, on a limited non-exclusive basis, as defined below.

In consideration of the premises and the mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, Licensor and Licensee agree as follows:

1. PERMITTED USE. Subject to the terms and conditions of this Agreement and payment of all applicable subscription fees, Licensor hereby grants to Licensee a personal, non-transferable, revocable, and non-exclusive license to use the Software, solely in executable code or plug-in format, and the Documentation provided therewith, solely on a single computer of yours/of Licensee at any one time if you have only purchased a single site license – where “site” or “single-site” is defined as one (1) website that Licensee owns and controls (hereinafter “Site” or “Single Site”) – or on multiple sites – where “sites” is defined as two (2) or more websites that the Licensee owns and has control of, the number being determined by how many licenses Licensees pays for pursuant to Section 5 (hereinafter “Multi-Site”) – if you have purchased a Multi-Site license. If Licensee wishes to use the Software on additional computers, Licensee agrees to obtain a Multi-Site license. Licensee’s right to use the Licensed Materials is limited to those rights expressly set out herein. Licensee shall not use the Licensed Materials, in whole or in part, on behalf of or for the benefit any other Person, including an affiliate of the Licensee, except as expressly provided herein. For the purposes of this Agreement, “Person” includes an individual, corporation, partnership, limited liability company, joint venture, trust, unincorporated organization, the government or any agency or instrumentality thereof or any other entity recognized by law.

2. RESTRICTIONS ON USE. Licensee shall (a) not copy the Software except to copy it onto a hard disk attached to the single computer (or “computers” for a Multi-Site license) being used by Licensee and to make one copy of the Software solely for backup purposes; (b) not copy any of the Documentation for any purpose; (c) not assign this Agreement or transfer, lease, export or grant a sublicense of the Licensed Materials or the license contained herein to any Person; (d) not network the Software or otherwise use it over a network, except for use on a website available over the internet; (e) not reverse engineer, decompile or disassemble the Software; (f) not use the Licensed Materials except as authorized herein; (g) take all reasonable precautions to prevent third parties from using the Licensed Materials in any way that would constitute a breach of this Agreement including, without limitation, such precautions as Licensee would otherwise take to protect its own proprietary software or hardware or information.

3. DURATION. Subject to the terms of this Agreement and unless terminated earlier in accordance with this Agreement, the term of this license is:
(a) Two-Week Trial Period: If Licensee selects the “Try Me Now” option and pays the fee set forth in Section 5(a), the term granted hereunder shall be for two-weeks only.
(b) Monthly to Month: If Licensee elects to purchase a subscription(s) and pays the subscription fees set forth in Section 5(b)-(c), the term granted hereunder shall be one month from the date of purchase, which will be renewed automatically for subsequent terms of one month each until terminated by either Party, so long a required monthly payments are received pursuant to Section 5.
(c) LICENSEE ACKNOWLEDGES AND AGREES THAT IF LICENSEE’S PAYMENT IS REJECTED FOR ANY REASON WHATSOEVER, LICENSEE’S USE OF THE LICENSED MATERIAL WILL EXPIRE IMMEDIATELY AND LICENSEE WILL CEASE TO BE ABLE TO USE OR ACCESS THE LICENSED MATERIAL UNTIL/UNLESS LICENSEE RE-REGISTERS. LICENSOR DISCLAIMS ALL LIABILITIES, CONSEQUENTIAL OR OTHERWISE, RESULTING FROM LICENSOR’S AUTOMATIC TERMINATION OF LICENSE TO LICENSEE.

4. OWNERSHIP AND COPYRIGHT.

(a) Licensor represents that, as between it and Licensee, Licensor is the owner of all intellectual property rights in the Licensed Materials. No title to the intellectual property in the Licensed Materials or in any magnetic media or physical media provided therewith is transferred to the Licensee by this Agreement.

(B) LICENSOR SHALL HAVE NO OBLIGATION TO DEFEND LICENSEE OR TO PAY COSTS, DAMAGES OR LEGAL FEES FOR ANY CLAIM BASED UPON: (I) ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, AND LICENSOR HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF NON-INFRINGEMENT (II) USE OF OTHER THAN A CURRENT UNALTERED RELEASE OF THE LICENSED MATERIALS; OR (III) THE COMBINATION, OPERATION OR USE OF ANY LICENSED MATERIALS FURNISHED HEREUNDER WITH SOFTWARE OR RELATED MATERIALS NOT PROVIDED BY LICENSOR.

(C) THE FOREGOING PROVISIONS OF THIS SECTION 4 STATE THE ENTIRE OBLIGATIONS OF LICENSOR WITH RESPECT TO INFRINGEMENT OF PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

5. PAYMENT & SUBSCRIPTION FEES

(a) Trial Period: Upon receipt of $4.99, Licensor shall grant Licensee a two (2) week trial period to use the Licensed Materials subject to the terms of this Agreement. Unless Licensee agrees to renew the Agreement on a monthly subscription basis set forth in Section 5(b), Licensor will terminate Agreement and disable all use and access of Licensed Materials to Licensee at the end of the two week trial period, and Licensee provides authorization and consent for License to do so. Licensor disclaims all liabilities, consequential or otherwise, resulting from Licensor’s automatic termination of license to Licensee.
(b) Monthly Subscription: At the expiration of the two-week trial period, Licensee has the option to renew the Agreement for consecutive one month periods upon the payment of the subscription fee set forth below:
(i) $9.99 subscription fee for first 30-days, after expiration of 2-week trial period.
(ii) $15.99 subscription fee for a Single-Site subscription for each consecutive month after 30-days, renewed automatically each month.
(iii) $7.99 subscription fee for each additional Site after the primary Site (which Licensee shall pay full price as set forth in Section 5(b)(ii)), if Licensee purchases a Multi-Site subscription. Each additional Site on a Multi-Site subscription is a separate charge/transaction.
(iv) If Licensee does not maintain a primary Site at full price, the software will not work on secondary or additional Sites, however charges will still be incurred unless cancelled by Licensee, pursuant to Section 13. To reinstate use on secondary or additional Sites, Licensee must reactivate subscription for the primary Site as well as each additional Site. Licensee can cancel subscription for primary and/or secondary Site(s) at any time pursuant to Section 13.
(iv) Licensee agrees that NO refunds will be provided for ANY reason.
(c) Licensee acknowledges and agrees that the Licensor has the right to change the subscription fees at any time for any reason at its sole discretion.

6. INSTALLATION. By installing this product, in addition to the terms set forth in this Agreement, Licensee also agrees to be bound by the third-party terms specified in the agreements with the affiliates that Licensee signs up with. Licensee must also read and comply with the terms and conditions of any and all third party advertising content, deal and/or coupon source, such as an affiliate or network. Failure to do so constitutes a breach of this Agreement.

7. ADDING FEED INFORMATION. Licensee acknowledges and understands that, upon adding feeds, Licensee has an option to select a “Pre-Post to View Content and modify content” option which allows Licensee to review and edit content – prior to posting of that content- to ensure that the content complies with Licensee’s agreement with the affiliate/third parties. If Licensee selects this option, Licensee further agrees to manually modify content in compliance with the terms and conditions of third parties to ensure the content is compliant with third party requirements. Licensee acknowledges that the content comes from the third parties which Licensee selects and that Licensor is merely providing Licensee with a tool to assist the Licensee in posting third party content. Licensor disclaims any liability relative to the content, as set forth in Section 8(c).

8. WARRANTY AND DISCLAIMER.
(a) THE LICENSED MATERIALS ARE PROVIDED “AS-IS.” THE LICENSOR MAKES NO WARRANTY WHATSOEVER IN RESPECT OF THE LICENSED MATERIALS WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, AND IN PARTICULAR, LICENSOR MAKES NO WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
(b) LICENSOR DISCLAIMS ANY WARRANTY THAT THE MATERIALS ARE MERCHANTABLE TO EVERY AFFILIATE THAT LICENSEE SIGNS UP WITH.
(c) LICENSOR DISCLAIMS ALL LIABILITY RELATIVE TO THE CONTENT THAT APPEARS ON ANY POSTS OR RSS FEEDS AS A RESULT OF LICENSEE’S USE OF THE LICENSED MATERIALS, IRRESPECTIVE OF THE SOURCE OF SUCH CONTENT.

9. LICENSED MATERIALS MERELY TOOLS. The Licensed Materials are intended to be only tools to assist the Licensee and are not substitutes for sound engineering practices or the decisions of the Licensee or any of its employees. The functions provided by the Software are based on certain assumptions that may not apply in Licensee’s particular circumstances. Licensee acknowledges that use of the Licensed Materials is at Licensee’s own risk and agrees that Licensor shall not be liable for any claims, losses, demands and causes of action arising from or because of personal injury, loss, or damage attributable to or caused by the Licensed Materials or any use thereof, even if the Licensed Materials are defective or produce erroneous results.
10. LIMITATION OF LIABILITY.

(a) Licensee’s exclusive remedy under this Agreement shall be its right to terminate this Agreement at any time for any reason whatsoever.
(b) Neither Licensor, its subsidiaries, authorized sales representatives, contractors, suppliers, co-branders and other similar entities, nor the managers, members, officers, directors, employees, representatives and agents of any of the foregoing (all such individuals and entities as listed in this sentence, collectively, the “Licensor Parties”), will be liable to Licensee or any third party for any loss, cost, damage or other injury, whether in contract, tort, negligence, strict liability or otherwise, arising out of or in connection with: (i) Licensee’s use of the Licensed Materials; (ii) Licensee’s reliance on the Licensed Materials; or (iii) any decisions made or not made, or actions taken or not taken, by Licensee or any third party with regard to, in reliance on, or as a result of, the access and use of the Licensed Materials. In no event shall any Licensor Party be liable for indirect, special, incidental, or consequential damages resulting from any cause or reason including but not limited to negligence, strict liability, fundamental breach, breach of contract and breach of warranty (express or implied), and regardless of whether such loss or liability shall be claimed in contract, equity, tort or otherwise and howsoever claimed, calculated or characterized, even if advised of the possibility of such damages. In a jurisdiction that does not allow the exclusion or limitation of liability for certain damages, the liability of the Licensor Parties will be limited to the fullest extent permitted by law. The foregoing limitation upon and exclusions from the liability of the Licensor Parties will apply notwithstanding any failure of essential purpose that might be found or inferred herefrom.
(c) Licensee acknowledges that the terms and conditions of the affiliate or source of postable material that Licensee signs up with may restrict and/or prevent use of the Licensed Materials. Licensee acknowledges that it is Licensee’s sole responsibility to check its affiliates’ terms and conditions, which may change over time, because that affiliate or source of postable material may restrict or prohibit the use of a plugin. Licensor is not liable for any damage whatsoever that may be caused by such restrictions or prohibitions and Licensor will not allow for refund for any restrictions or prohibitions by Licensee’s affiliates.
11. IRREPARABLE HARM. Licensee acknowledges and agrees with Licensor that the breach by Licensee of any of the provisions of this Agreement would cause serious and irreparable harm to Licensor which could not adequately be compensated for in damages. In the event of a breach by Licensee of any of such provisions, Licensee hereby consents to an injunction being issued against it restraining it from any further breach of such provision, but such action shall not be construed so as to be in derogation of any other remedy which Licensor may have in the event of such a breach.

12. CONFIDENTIAL INFORMATION. Each of the Parties shall use reasonable efforts (and, in any event, efforts that are no less than those used to protect its own confidential information) to prevent disclosure of the confidential information of the other Party. Each of the Parties shall divulge such confidential information only to its employees or agents who require access to it for the purposes of this Agreement or as otherwise provided in this Agreement. In any event, the Licensee shall only allow access to the confidential information of Licensor to those individuals who have first signed an appropriate confidentiality covenant and acknowledgment. This Section shall survive the termination of this Agreement. For the purposes of this Section 8, “confidential information” means all data and information which when it is disclosed by a Party is designated as confidential and shall in any event include the Licensed Materials and any other proprietary and trade secrets of Licensor to which access is obtained or granted hereunder to Licensee as well as any credit card or bank account information; provided, however, that confidential information shall not include any data or information which:

(a) is or becomes publicly available through no fault of the other Party;

(b) is already legitimately in the possession of the Party prior to its receipt from the other Party;

(c) is rightfully obtained by the other Party from a third party;

(d) is disclosed with the written consent of the Party whose information it is; or

(e) is disclosed pursuant to court order or other legal compulsion.

13. TERMINATION. Licensee may terminate this Agreement and cancel its subscription at any time by either (i) stopping payment with Licensor’s payment provider, which constitutes cancellation (preferred method of termination); or (ii) immediately notifying Licensor in writing and destroying all copies of the Licensed Materials. Licensor will endeavor, but is not obligated, to remind Licensee upon notification of termination that Licensee must cancel any and all future automatic payments with Licensor’s payment provider. Licensee acknowledges that if Licensee has a Multi-Site license, termination/cancellation of the primary Site automatically terminates Licensee’s license(s) to all additional Site(s). However, Licensee’s termination/cancellation of primary Site does NOT automatically cancel payments from additional Site(s) in a Multi-Site license. Licensee must cancel each and every payment for each and every additional Site in Licensee’s Multi-Site license to effectively terminate the Multi-Site license. Licensee acknowledges and understands that it is Licensee’s sole responsibility to cancel payment and that notifying Licensor of Licensee’s intent to terminate does NOT automatically stop payment. Licensee will not be refunded for any unused subscription fees already paid to and received by Licensor. Licensor may terminate this Agreement and expire Licensee’s subscription(s) if Licensee fails to comply with any of its terms including but not limited to its payment obligations under Paragraph 5. Such termination by Licensor shall be in addition to and without prejudice to such rights and remedies as may be available to Licensor, including injunction and other equitable remedies. Upon receipt by Licensee of written notice of termination from Licensor, or upon termination by Licensee, Licensee shall immediately:

(a) cease using the Licensed Materials;

(b) destroy all copies of the Licensed Materials in Licensee’s possession.

14. SURVIVAL. The provisions of Sections 2 through 16 (inclusive) herein shall survive the termination of this Agreement.

15. NOTICE. Any notice or other communication required or permitted to be given hereunder or for the purposes hereof to any Party shall be in writing and shall be sufficiently given if delivered personally to such Party, or if sent by prepaid registered mail or if transmitted by facsimile transmission to such Party; provided that Licensee shall deliver any notice to Licensor by email to legal@shoppershaul.com.

16. MISCELLANEOUS. This Agreement sets forth the entire agreement between Licensee and Licensor pertaining to Licensee’s right to use the Licensed Materials and supersedes all prior or collateral oral or written representations or agreements related thereto. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be severed from this Agreement and will in no way affect the validity or enforceability of the remaining provisions, which will remain in full force and effect. This Agreement shall be governed by the law of the State of Illinois, and, in the event any dispute arises, the Parties hereby agree to adjudicate such dispute exclusively in Chicago, Illinois. EACH PARTY AGREES TO WAIVE ITS RIGHT TO A TRIAL BY JURY. This Agreement will not be governed in any way by the United Nations Convention of Contracts for the International Sale of Goods or any codification of Article 2 or 2A of the Uniform Commercial Code. Except as otherwise provided herein, no term or provision hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. Any consent by any Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. Licensor may change or modify the terms of this Agreement at any time.

17. ASSIGNMENT. Licensor may assign this Agreement, or any of its rights or obligations hereunder, in whole or in part. Licensee may not assign this Agreement, or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of Licensor. This Agreement shall inure to the benefit of and be binding upon each of Licensee and Licensor and their respective successors and permitted assigns.

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