END USER LICENSE AGREEMENT (EULA OR AGREEMENT)
THIS IS A CONTRACT. PLEASE READ THE FOLLOWING TERMS CAREFULLY BEFORE ACCESSING OR USING THIS SITE AND ANY EGOVERNMENT SOFTWARE SOLUTION, INCLUDING THE CIVICXPRESS SOFTWARE, OFFERED THROUGH OR USING THIS SITE.
This End-User License Agreement (“Agreement”) constitutes a binding legal agreement between You and TekDog, Inc., an Ohio Corporation (“TekDog”), and establishes the terms and conditions by which You are permitted to use the site and the Licensed Product. By accessing the site and/or using the Licensed Product, You confirm that You have read, understand and agree to be bound by the terms of this agreement. If You are entering into this agreement on behalf of Your employer, or Your client (and You have the legal authority to sign contracts on their behalf), then “You” refers to that entity. If not, then this agreement binds You personally and “You” refers to You as an individual. This agreement does not create third party beneficiary rights for any parties. If You do not agree to the terms of this agreement, do not access the site or use the Licensed Product.
To enter into this Agreement, You must be (i) eighteen (18) years of age or older, and (ii) be able to form binding contracts under the laws applicable to You. By completing Your purchase and/or using the Licensed Product, You are representing and warranting that both (i) and (ii) above are correct.
Use of TekDog's Licensed Product requires several elements: (1) the Licensed Product, (2) broadband internet access, and other hardware and software necessary to access the first two elements. You will not be entitled to any refund or credit if You do not have access to any other third party service that may be required, such as, for example, a version of Adobe Acrobat capable of reading and interacting with documents found in the Licensed Product. The Licensed Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Product is not sold, and instead is only licensed for Your use, strictly in accordance with this Agreement. This Agreement sets forth the terms and conditions of the Licensed Product only.
The Licensed Product means any eGovernment Software Solution, including the CivicXpress Software and/or other software that may be accessed through a web site owned and/or operated by TekDog. These web sites include, but are not limited to, all web pages offered through the domain tekdoginc.com and civicxpress.com. The Licensed Product includes all text, images, photographs, animation, video, audio, music, software, methods, documentation, and other information accessible through a TekDog owned or operated site. The use of the term “Licensed Product” refers to any individual element of the Licensed Product, in addition to the work as a whole.
1. Grant of Single-User License
YOU ARE THE ONLY PERSON ENTITLED TO ACCESS AND USE THIS LICENSED PRODUCT. TekDog grants You the non-exclusive and non-transferable license and right to access and use this Licensed Product. ONLY YOU (AND NO ONE ELSE) ARE ENTITLED TO ACCESS OR USE THE LICENSED PRODUCT. TekDog continues to own the Licensed Product, and the Licensed Product is protected by copyright and other state and federal intellectual property laws. All rights, title, interest, and all copyrights in and to the Licensed Product and any copy made by You remain with TekDog. Unauthorized copying of the Licensed Product or failure to comply with this Agreement will result in automatic termination of this license and Agreement, and will entitle TekDog to pursue other legal remedies. The Licensed Product may enable access to TekDog’s and third party services and web sites, which may require Internet access and may require You to accept additional terms of service. TekDog reserves the right to ban You from using the Licensed Product for any reason.
IMPORTANT, under the terms of this Agreement:
YOU MAY: access and use the Licensed Product remotely (via the Internet) from any compatible device.
YOU MAY NOT: (a) allow any other person or entity to access or use the Licensed Product, or Your login / access credentials (b) access, view or use the Licensed Product with You, (c)sell, rent, lease, sublicense, or otherwise transfer or distribute the Licensed Product to any other person or entity without the prior written consent of TekDog (and any attempt to do so shall be void); (d) modify, translate, reverse engineer, decompile, decode, decrypt, disassemble, adapt, reduce to human readable form, or create a derivative work of, or in any way copy the Licensed Product or any materials contained in or associated with the Licensed Product; (e) remove or cover any proprietary notices, labels, or marks on the Licensed Product; (f) impersonate or attempt to impersonate TekDog, a TekDog employee, another user or any other person or entity; (g) do anything that could disable, overburden, damage, or impair the Licensed Product or TekDog’s website or system, or interfere with any person’s use of the Licensed Product, website or system; (h) use any robot, spider or other automatic device, process or means to access the Licensed Product to complete any course, or for any unlawful purpose or in violation of this Agreement; (i) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; or (j) co-brand or frame the Licensed Product or hyper-link to it without the express prior written permission of an authorized representative of TekDog.
The term of the license granted above shall commence upon obtaining login/access credentials. The term of this license will continue for the duration of the contract for the Licensed Product and shall expire at the end of the contractual period, or whenever You discontinue use of the Licensed Product, whichever occurs first. Such expiration merely terminates Your license to access and use the Licensed Product; Your other obligations under this Agreement shall continue and survive such expiration.
Fees may be collected for transactions using the Licensed Product. TekDog may collect the fees due to a municipality or other governmental power on behalf of that entity. Those fees may be set by the governmental entity through their published fee schedule, legislation, and/or codes. TekDog may also collect a convenience fee for transactions through the Licensed Product. These fees are shown in the Licensed Product during the payment process. TekDog makes every effort to remain PCI compliant and does not store Your credit card information.
4. Support Services
TekDog may provide You with support services related to the Licensed Product (“Support Services”). The provision and use of Support Services is governed by the TekDog policies and programs described in the user manual and/or in “online” documentation accessible through the Licensed Product. Any supplemental software code provided to You as part of the Support Services shall considered part of the Licensed Product and subject to the terms and conditions of this Agreement. With respect to technical information You provide to TekDog as part of the Support Services, TekDog may use such information for its business purposes, including for product updates and development. TekDog will use its best efforts to not utilize such technical information in a form that personally identifies You. You may submit a “support ticket” online, through the TekDog Website. The response time for Support Services shall be Monday through Friday between the hours of 8:00am and 5:00pm EST (excluding bank and other public holidays recognized in the United States). Using commercially reasonable efforts, TekDog will attempt to generate a fix or workaround within 24 hours. If such a fix requires a system update, TekDog will make every effort to fully implement the change as quickly as possible, recognizing that such a change is best implemented during scheduled monthly system updates and outages. In the event any issue cannot be resolved within such time, TekDog may, at its option in its sole discretion: (i) provide a temporary workaround to the issue, (ii) extend the Term of this Agreement, or (iii) terminate this Agreement. TekDog reserves the right to abandon attempts at a fix where the costs of the fix are likely to be excessive or the benefits to TekDog’s customer base at large are likely to be negligible at TekDog’s absolute discretion. In no event shall TekDog be obligated to fix or repair any issue resulting from the improper or unauthorized use, modification, operation or neglect of the Licensed Product, or any violation of this Agreement.
5. Support Exclusions
You acknowledge that some assets may be hosted through a third party vendor, and as such may be unavailable from time to time based on maintenance and support issues from that vendor. TekDog may also have periodic short system outages, which TekDog will make every effort to announce in advance. TekDog shall have no obligation to supply Support Services with regards to such issues.
6. Intellectual Property, Copyright, and Trademarks
All title, trademarks and copyrights in and pertaining to the Licensed Product (including but not limited to any images, photographs, animation, video, audio, music, or text incorporated into the Licensed Product), the accompanying printed materials and any copies of the Licensed Product are owned by TekDog or its affiliated companies or suppliers. The Licensed Product is protected by trade secret, copyright and trademark laws and international treaty provisions. You must treat the Licensed Product like any other copyrighted material for archival purposes only. You may not copy the any materials accompanying or forming all or a part of the Licensed Product. You may not remove, modify or alter any TekDog copyright or trademark notice from any part of the Licensed Product, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Software Setup Wizard dialogue or ‘about’ boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or dynamically or otherwise created by the Licensed Product. No portion of the Licensed Product may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Licensed Product, in any manner, and You shall not exploit the Licensed Product in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Licensed Product in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, including TekDog. Finally, You acknowledge and agree that TekDog is not in any way responsible to You for any actions taken by You, or any other user, that may constitute a violation of this paragraph. You acknowledge that a violation of this paragraph may cause TekDog irreparable damage, for which the award of damages would not be adequate compensation. Consequently, TekDog may institute an action to enjoin You from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and TekDog may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which TekDog may be entitled at law or in equity.
7. Third Party Materials
Certain portions of the Licensed Product may display, include or make available or accessible, content, data, information, applications or materials from third parties, including governmental agencies (“Third Party Materials”), or provide links to certain third party web sites. By using the Licensed Product, You acknowledge and agree that TekDog is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. TekDog does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party products or services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. TekDog does not warrant that any of the Third Party Materials, including, but not limited to, forms, instructions, flow charts, contact information, and the like, provided by any Third Party, including any governmental agency, are correct or that use of them will lead to any result desired by You. Third Party Materials and links to other web sites are provided solely as a convenience to You. You acknowledge that Third Party Materials may be protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except as permitted by the owner of licensor of the Third Party Materials. THE LICENSE GRANTED HEREUNDER IS NOT A LICENSE TO ANY SUCH THIRD PARTY MATERIALS. In addition, TekDog also makes no representation that any Third Party Materials will be appropriate or available for use in any particular location, or in any particular language. To the extent that You choose to use or access any Third Party Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.
8. No Reliance on Information
The information provided through the Licensed Product should not be used or relied upon in situations where precise information is needed or where erroneous, inaccurate or incomplete information may lead to death, personal injury, loss of business, profits, income or data, damage or corruption of business assets belonging to You or any third party, or other property or environmental damage. Documents provided by Third Parties are only accurate to the extent that they are updated by those Third Parties. Furthermore, You should never use the information provided through the Licensed Product in the service of any third party without such third party’s knowledge and informed consent. The Information provided by the Licensed Product may, at any time, be rendered out of date or otherwise inaccurate or incomplete, such as the updating of a form or process provided by a Third Party. Neither TekDog, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Licensed Product.
9. No Promises; Disclaimer of Warranties
YOUR USE OF THE LICENSED PRODUCT OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE LICENSED PRODUCT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY PROMISES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER TEKDOG NOR ANY PERSON ASSOCIATED WITH TEKDOG MAKES ANY PROMISE, WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE LICENSED PRODUCT. WITHOUT LIMITING THE FOREGOING, NEITHER TEKDOG NOR ANYONE ASSOCIATED WITH TEKDOG PROMISES, REPRESENTS OR WARRANTS THAT THE LICENSED PRODUCT OR ITEMS OBTAINED THROUGH THE LICENSED PRODUCT OR ANY PORTION THEREOF WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE LICENSED PRODUCT OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE LICENSED PRODUCT OR ITEMS OBTAINED THROUGH THE LICENSED PRODUCT WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
YOU UNDERSTAND AND AGREE THAT TEKDOG MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE OPERABILITY OR FITNESS FOR ANY USE OR PARTICULAR PURPOSE, MERCHANTABILITY, SAFETY, EFFICACY, APPROVABILITY BY REGULATORY AUTHORITIES, TIME AND COST OF DEVELOPMENT, PATENTABILITY, OR NONINFRINGEMENT. TEKDOG MAKES NO REPRESENTATION AS TO WHETHER THERE ARE ANY PATENTS NOW HELD, OR WHICH WILL BE HELD, BY OTHERS THAT MIGHT BE REQUIRED FOR THE USE OF LICENSED PRODUCT. NOTHING IN THIS AGREEMENT WILL BE CONSTRUED AS CONFERRING BY IMPLICATION, ESTOPPEL OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY PATENTS OR TECHNOLOGY OF TEKDOG OTHER THAN THE RIGHTS SPECIFICALLY DESCRIBED HEREIN.
10. Limitation of Liability
TEKDOG’S EXCLUSIVE AND MAXIMUM LIABILITY FOR ANY CLAIM BY YOU AND ANYONE CLAIMING THROUGH OR ON BEHALF OF YOUR ARISING OUT OF YOUR ORDER, USE, OR INSTALLATION OF THE LICENSED PRODUCT OR THE INFORMATION OR TOOLS THEREIN SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED THE ACTUAL AMOUNT PAID BY YOU TO TEKDOG FOR THE LICENSED PRODUCT, AND IN NO EVENT SHALL TEKDOG BE LIABLE TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY INDIRECT, INCIDENTAL, COLLATERAL, EXEMPLARY, CONSEQUENTIAL, OR SPECIAL DAMAGES OF LOSSES ARISING OUT OF YOUR ORDER, USE, OR INSTALLATION OF THE LICENSED PRODUCT DELIVERED TO YOU OR, INCLUDING WITHOUT LIMITATION, LOSS OF USE, PROFITS, GOODWILL, OR SAVINGS, OR LOSS OF DATA, FILES, OR PROGRAMS STORED BY THE USER. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT SHALL TEKDOG, AND/OR ITS OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY COSTS, ATTORNEY FEES AND/OR DAMAGES ARISING FROM A CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT ARISING OUT OF THE USE OF THE LICENSED PRODUCT OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER, REGARDLESS OF WHETHER ANY SUCH PARTY KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES.
TEKDOG’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY BREACH OF WARRANTY SHALL BE, AT TEKDOG’S SOLE OPTION, TO: (A) USE COMMERCIALLY REASONABLE EFFORTS TO RESOLVE ANY ISSUES THROUGH THE SUPPORT SERVICES, OR (B) REFUND THE PRICE PAID.
12. Federal Government End Users
The TekDog Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
13. Export Restrictions
You may not use or otherwise export or re-export the Licensed Product except as authorized by United States law, the law of the European Union, and the laws of the jurisdiction in which the Licensed Product was obtained. In particular, but without limitation, the Licensed Product may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Product, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use the Licensed Product for any purposes prohibited by United States law or the law of the European Union, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
(a) In order for You to submit requests to a relevant Governmental agency within the Licensed Product, you will input a variety of personal information. This information will be given to the Governmental agency and may be accessible to the public due to the Freedom of Information Act (FOIA) or due to the public nature of the permitting process. If you have questions about whether your information will be publicly accessible, you should contact the relevant Governmental agency to which you will submit the information.
(b) Other Information TekDog Collects. TekDog collects several types of information about visitors and/or users of our Software, websites and services. TekDog may collect this information either directly when You provide it to us or automatically as You navigate through the Licensed Product, websites and services. TekDog may collect Personally Identifiable Information about You. ‘Personally Identifiable Information’ refers to information by which You may be personally identified, such as Your name, email address, or affiliation with a particular entity. TekDog will collect and process such data about You when You register for a service/create an account, submit feedback, or send us a communication. When ordering products or services, You may also be asked to provide a credit card number and other payment-related information. TekDog may also collect Your Internet Protocol (IP) addresses, browser type and language, Internet service provider (ISP), referring and exit pages, operating system, date/time stamp, and clickstream data. Furthermore, when You access and use the Licensed Product, TekDog automatically collects information on the type of device You use and the operating system version, so TekDog knows the best application version to provide You with. TekDog does not ask You for, access or track any location based information from Your mobile device at any time while accessing or using the Software. Finally, TekDog collects information regarding Your performance, progress and results within the courses TekDog provides. TekDog does not knowingly collect personal information from children under 13 except where a parent has set up an account their child and has provided TekDog with verified parental consent.
(c) How TekDog Uses Collected Information. TekDog uses information that it collects in the following ways:
i. For internal purposes such as auditing, data analysis, and research, and to help TekDog create, develop, operate, deliver, and improve its products, services, content and advertising, and for loss prevention and anti-fraud purposes
ii. To ensure that the content of the Licensed Product is presented in the most effective manner for You and for Your computer or mobile device
iii. To send You important notices, such as communications about purchases and changes to our terms, conditions, and policies
iv. To provide You with information, products or services thatYou request from TekDog or that TekDog feels may interest You, where You have consented to be contacted for such purposes
v. To carry out TekDog’s obligations arising from any contracts entered into between You and TekDog, including for billing and collection
vi. If You pay for services using a credit card, TekDog will transmit Your credit card data to the appropriate credit card company and/or credit card payment processing company
vii. To allow You to participate in interactive features of TekDog’s Licensed Product and services, when You choose to do so
viii. To notify You about changes to TekDog’s Licensed Product and services
ix. In any other way TekDog may describe when You provide the information
(d) How TekDog Discloses Collected Information. In addition to the manner described above, at times TekDog may make certain personal information available to strategic partners that work with TekDog to provide products and services, or that help TekDog market to customers. For example, when You access and use any portion of the Licensed Product, You authorize TekDog to exchange the information You provide with other third parties in order to enable Your use and access of other portions of the Licensed Product. Personal information will only be shared by TekDog to provide or improve our products, services and advertising; it will not be shared with third parties for their marketing purposes. TekDog also shares personal information with companies who provide services such as information processing, extending credit, fulfilling customer orders, delivering products to You, managing and enhancing customer data, providing customer service, assessing Your interest in our products and services, and conducting customer research or satisfaction surveys. These companies are obligated to protect Your information and may be located wherever TekDog operates. Furthermore, it may be necessary - by law, legal process, litigation, and/or requests from public and governmental authorities within or outside Your country of residence - for TekDog to disclose Your personal information. TekDog may also disclose information about You if TekDog determines that for purposes of national security, law enforcement, or other issues of public importance, disclosure is necessary or appropriate. Furthermore, TekDog may disclose information about You if TekDog determines that disclosure is reasonably necessary to enforce its terms and conditions or protect its operations or users. Additionally, as we continue to develop our business, we might undergo a change of ownership such as a merger and/or a sale of all or substantially all our stock or assets. In such transactions, user information generally is one of the transferred business assets, and by submitting any data to us, You agree that such data may be transferred to such parties in these circumstances. However, any party purchasing our assets will be subject to an obligation to maintain the integrity of Your personally identifiable information. Finally, TekDog reserves the right to use information collected from customers in aggregate form. This means that TekDog can compile information such as the number of people who purchased a specific product. However, Your personal information is not used in this process.
You can help ensure that Your contact information and preferences are accurate, complete, and up to date by logging in to Your account. For other personal information the TekDog holds, TekDog will provide You with access for any purpose, including Your request to correct the data if it is inaccurate or delete the data if TekDog is not required to retain it by law or for legitimate business purposes. TekDog may decline to process requests that are frivolous/vexatious, jeopardize the privacy of others, are extremely impractical, or for which access is not otherwise required by local law. Access, correction, or deletion requests can be made through TekDog’s website.
(e) PCI Compliance. TekDog strives to be compliant with the PCI DSS Standard and does not store credit card information.
TekDog reserves the right to change, suspend, remove, or disable access to any portion or feature of the Licensed Product at any time without notice. In no event will TekDog be liable for the removal of or disabling of access to the Licensed Product. TekDog may also impose limits on the use of or access to certain portions or features of the Licensed Product, in any case and without notice or liability. Further, TekDog reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms or conditions (collectively “Additional Terms”) on Your use of the Licensed Product. Such Additional terms will be effective immediately and incorporated into this Agreement. Your continued use of the Licensed Product constitutes Your agreement to all such terms and conditions.