HomeMy WebLinkAboutBingocize Terms of Use License agreement - OFD signedTERMS OF USE FOR NON-EXCLUSIVE LICENSE
TO USE BINGOCIZEO
These Terms of Use ("Terms"), are to be read and agreed to before purchase of a license for use
of the BingocizeO game, a proprietary health promotion program (the "Licensed Technology"),
Your access to and use of the Licensed Technology is conditioned on your acceptance of and
compliance with these Terms. These Terms apply to all users who access or use the Licensed
Technology.
1. License Grant.
By accepting these Tel -ins, you agree to accept a non-exclusive license to use the Licensed
Technology solely within the facilities located in the counties identified on the invoice for your
purchase of Licensed Technology (the "Invoice").
2. Use of Bingocize@ Trademark.
Bingocize0 is a federally registered trademark owned by WKU Launch Pad, hoc., doing business
as Bingocize ("Bingocize"), By agreeing to these Terms, you agree that no action will be taken by
you to invalidate or challenge the validity of the Bingocize@ mark or attempt to register any
confusingly similar trademarks in your own name, or act in any manner that would jeopardize
Bingocize's rights to the Bingocize@ mark. Bingocize will have the right to exercise quality
control over your use of the Bingocize(R) mark to the extent needed to maintain the validity of any
registrations of the Bingocize@ marls and to protect the associated goodwill.
3. Term and Termination.
The Term for this non-exclusive license is for two years from the date on the Invoice. Upon a
breach of these Terms by you, Bingocize may terminate your right to use the Licensed Technology,
without prior notice or liability. All provisions of the Terms, which by their nature should survive
termination, shall survive termination, including, without limitation, ownership provisions,
warranty disclaimers, indemnity and limitations on liability.
4. License and Training Fees.
All license and training fees for the use of the Licensed Technology shall be identified on the
Invoice. All fees are non-refiindable. All payments of fees shall be made payable to "Bingocize"
to the contact indicated on the Invoice.
S. Indemnity.
By accepting these Terms, you agree to indemnity and hold harmless, Bingocize and its affiliated
entities and their officers, directors, employees and agents from any and all claims, suits damages,
attorney's fees, costs and other expenses arising from your performance of the Licensed
Technology.
Nothing contained within these Terms is intended to be a waiver or estoppel of the ability of the
contracting municipality or its insurer to rely upon the limitations, defenses, and immunities
contained within Wisconsin law, including those contained within Wisconsin Statutes § § 893.80,
895.52, and 345.05 and that such damage limits, caps and immunities shall be used to govern all
disputes, contractual or otherwise, as they apply to the parties, their agents, officers and
employees. To the extent that indemnification is available and enforceable, the municipality or
its insurer shall not be liable in indemnity or contribution for an amount greater than the limits of
liability for municipal claims established by Wisconsin Law.
6. Disclaimer.
Your use of the Licensed Technology is at your sole risk. The Licensed Technology is provided
on an "AS IS" and "AS AVAILABLE" basis. The Licensed Technology is provided without
warranties of any kind, whether express or implied, including, but not limited to, implied
warranties of merchantability, fitness for a particular purpose, non -infringement or course of
performance.
7. Limitation of Liability
IN NO EVENT SHALL BINGOCIZE, INCLUDING ITS DIRECTORS, OFFICERS,
EMPLOYEES, STUDENTS AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES
WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE
FORESEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL BINGOCIZE'S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO
BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED
THE TOTAL OF THE AMOUNTS PAID BY YOU FOR THE LICENSED TECHNOLOGY
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8. Assignment.
You may not assign any of your rights under these Terms, without Bingocize's prior written
consent, which shall not be unreasonably withheld.
Signature below, by your duly authorized officer, indicates consent to these Terms.
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