ALL USE OF THIS SOFTWARE IS SUBJECT TO THE TERMS OF THIS LICENSE.
YOU MUST NOT ACCESS, USE, OR INTERACT IN ANY WAY WITH THIS SOFTWARE UNLESS YOU AGREE TO AND ACCEPT ALL TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT IF YOU DO NOT AGREE TO OR CHOOSE NOT TO ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE, YOU MAY NOT ACCESS THE SOFTWARE.
In this Agreement, the following words and expressions have the following meanings:
“EULA” or “Agreement” mean this End-User License Agreement;
“KwickConnect” means Weikid Industries, Inc. and its assignees;
“License” means the limited personal license rights granted in paragraph 3;
“Site” means any site where You access the software, including but not limited to
“Software” (or “KwickConnect Software”) means any KwickConnect software including any web- or
cloud-based application, mobile app, server-based application, client, desktop or standalone
software application, plugin, or add-on, including but not limited to KwickConnect shopping cart
software. “Software” also includes all documentation, manuals, tutorials, user guides, videos,
and accompanying or associated materials whether printed or electronic; and
“You” means a user (or licensee) of any KwickConnect Software.
2. KwickConnect Retains All Ownership of the Software and its Code
KwickConnect retains all ownership including all right, title, and interest in and to the Software, the underlying code, and any copies thereof. You understand and agree that KwickConnect (and not You) has and keeps all proprietary rights including without limitation all intellectual property rights therein, including copyrights, patents, and trademarks which all remain exclusively KwickConnect’s property.
More particularly, You agree and acknowledge that the Software is KwickConnect’s exclusive property and that the Software is protected by copyright, trademark protection, database rights, and other intellectual property rights, and may be the subject of patent protection. KwickConnect grants You no express or implied rights under KwickConnect’s copyrights, trademarks, patents, or other intellectual property or proprietary rights. You further understand and agree that You may not, and will not, in whole or in part, adapt, alter, assign, clone, copy, create a derivative of, decode, decompile, disassemble, distribute, lease, license, modify, publish, reproduce, reverse engineer, sell, transfer, translate, or vary the Software without the prior written authorization of KwickConnect, directly or indirectly through any person in Your employ or under Your authorization, direction, or control.
You further understand and agree that to the extent that the KwickConnect Software utilizes, incorporates, or references any third party software, those portions may remain the intellectual property of such third parties. To the extent that KwickConnect Software utilizes or references any modules, libraries, or the like, that include code that is subject to restrictions on proprietary rights or which require public licensing terms, those restrictions or terms only pertain to such modules or libraries and do not alter the terms of this EULA, or Your rights hereunder, or any proprietary rights as between You and KwickConnect.
The only rights You have regarding the Software are those usage rights expressly provided in
the License below. You also understand that You may not, directly or indirectly remove any KwickConnect proprietary notices from the Software including copyright notices, trademark notices, or notices or markings regarding patents or patent status. Likewise, any third party notices or marking must remain intact.
3. Limited License Granted to You to Use the Software
KwickConnect hereby grants to You a non-exclusive, non-transferable, revocable, limited, and personal license to use the Software (the “License”) in accordance with the terms of your purchase, subscription, or service plan, this EULA and KwickConnect’s Acceptable Use Policy, as amended from time to time, and You agree to comply with any restrictions therein.
The Software utilizes, interfaces with, or operates in connection with services provided by or through Amazon AWS, Twilio, Godaddy, Kartra, and any of our integration partners. This license is therefore also subject to all applicable limitations, terms, and conditions of service for these services to the extent they control content or usage. You agree to comply with all such limitations, terms, and conditions in connection with your usage of the Software. You understand that KwickConnect reserves the right, in its sole discretion, to discontinue any features or aspect(s) of the Software at any time.
Your License is Personal to You; You May Not Transfer Your Rights or Duties
The limited license rights granted in this Agreement are personal to You, as are the obligations, duties, representations, and warranties made by You herein. You may not license, sublicense, assign, or otherwise transfer or dispose of, all or any part of the Software or any of the limited rights granted to You in this Agreement to any third party. You may not remove, move, or relocate the Software from the Site or any server on which it is located unless You are expressly authorized to do so in writing by KwickConnect.
Your License is Limited.
Your License to use the KwickConnect Software is limited. Your License is subject to our Acceptable Use Policy, which is incorporated herein. You may also be subject to specific limitations based on the License You purchased or Your subscription to the KwickConnect Software. KwickConnect will use reasonable efforts to inform You of such limitations prior to and at the time of purchase or subscription. Limitations may also be imposed by third parties over whom KwickConnect has no control (see the above list of service providers). For example, a third party may refuse to process certain types of transactions, or transactions from certain locations, or transactions for certain goods or services. KwickConnect will use reasonable efforts to communicate any such limitations to You. Other limitations may pertain to Your usage of particular features or certain aspects of the KwickConnect Software. KwickConnect will publish the fees for any such usage and reserves the right to revise them it shall deem useful, in its sole discretion. YOU ARE ALSO RESPONSIBLE FOR TIMELY PAYMENT OF YOUR USAGE OR OTHER FEES, AND YOUR LICENSE MAY BE TERMINATED FOR NONPAYMENT OF ANY SUCH FEES.
4. Usage Limitations and Fees
Based on factors including usage, demands, and third party charges, KwickConnect has established monthly usage allotments and additional usage fees for certain features of the Software. At present, asset hosting and bandwidth use are the only features for which monthly allotments have been established and additional usage fees apply. Note that any KwickConnect refund policies that may exist DO NOT APPLY to usage fees.. The consequences of nonpayment of fees may be severe, Please see Paragraph 11 regarding Termination for Nonpayment.[Note: The fees and limitations of this Paragraph 4 will be updated from time to time. Your continued use of the Software is Your assent to the current rates for which You are responsible. New rates will only be implemented as of their effective date, and will have no impact on usage prior to the effective date. KwickConnect will strive to keep the fees fair for all who require additional usage.]
Plans: As a User of the KwickConnect Software You can connect a specific number of lead providers and/or agents per month depending on the package purchased without additional fees. For each additional lead provider over (10) Ten, You will incur a charge of US $99 per month. For each additional Agent over (9) Nine, You will incur a charge of US $99 per month.
5. Disclaimer: KwickConnect Software is provided “AS IS” With NO Guarantees or Warranties
While the KwickConnect Software is reasonably believed to be functional and to accurately perform its function(s), KwickConnect cannot guarantee that the Software will not contain errors or omissions, now or in the future. The KwickConnect Software has been rigorously tested internally, and during various alpha, beta, and other testing with third parties such that KwickConnect reasonably expects that such testing has or will identify any significant errors for correction. However, certain errors may not be readily detected and may remain hidden. The Software is provided to each Licensee on an “AS IS” with any and all faults or failings. You agree that Your access and use of the Software is entirely at Your own risk. KwickConnect makes absolutely no express guarantees or warranties about the Software or Your use of the Software for any purpose. All conditions, warranties, terms, representations, and undertakings, express or implied, in respect of the Software are expressly excluded. Moreover, to the extent permissible under applicable law, KwickConnect specifically disclaims any and all warranties or guarantees, including any that may be implied by law or otherwise, including without limitation any warranty of performance, accuracy, completeness, quality, merchantability, fitness for a particular purpose, and any warranty of non-infringement of any intellectual property or other rights of any third party.
6. KwickConnect’s Liability is Limited
You accept all responsibility and liability for any damages You suffer in connection with accessing or using the Software, or installing any software, plugin, add-on or the like, in connection with the KwickConnect Software. You understand that KwickConnect’s liability is strictly limited by this Agreement. Do not access or use the KwickConnect Software if You are unable or unwilling to accept this limitation. In no event shall KwickConnect or its directors, officers, agents, employees or licensors be liable for any losses or damages whatsoever or howsoever incurred as a result of any access or use of, or inability to access or use the Software, including, without limitation, lost profits, lost opportunities, business interruption, or lost information, and lost Data, except to the extent which it is unlawful to exclude such liability. Your use of the Software is entirely at Your own risk. In the event that any exclusion contained in this Agreement shall be held to be invalid for any reason and KwickConnect becomes liable for any loss or damage, You agree that KwickConnect’s liability shall be limited to the lesser of US $50.00 or what You paid to license the Software, as agreed-upon liquidated damages.
IN NO EVENT SHALL WEIKID INDUSTRIES, INC. OR KWICKCONNECT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM:
(i) ANY ERRORS, OMISSIONS, MISTAKES, OR INACCURACIES WITH RESPECT TO THE SOFTWARE, OR ANY FINANCIAL TRANSACTION INCLUDING BUT NOT LIMITED TO PRICING ERRORS, TRANSACTION PROCESSING ERRORS BY THIRD PARTIES, CREDIT CARD OR SIMILAR FRAUDULENT TRANSACTIONS PROCESSED BY YOU OR ON YOUR BEHALF, OR ERRONEOUS OR FRAUDULENT CHARGEBACKS;
(ii) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF OUR SOFTWARE;
(iii) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS, COMPUTERS, OR
BUSINESS RECORDS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN;
(iv) ANY LOSS OR DELETION OF YOUR DATA (INCLUDING USER CONTENT) FROM KWICKCONNECT SERVERS OR SYSTEM AFTER YOUR LICENSE TO USE THE KWICKCONNECT SOFTWARE HAS EXPIRED, LAPSED, OR BEEN TERMINATED FOR ANY REASON BY YOU OR KWICKCONNECT;
(v) ANY INTERRUPTION OR CESSATION OF SOFTWARE OPERATION;
(vi) ANY BUGS, VIRUSES, MALWARE, SPYWARE, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SOFTWARE BY ANY THIRD PARTY;
(vii) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A DIRECT OR INDIRECT RESULT OF YOUR ACCESS OR USE OF THE KWICKCONNECT SOFTWARE;
viii) ANY LOSS RESULTING FROM TERMINATION INCLUDING BUT NOT LIMITED TO TERMINATION FOR NONPAYMENT; AND/OR WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND
WHETHER OR NOT KWICKCONNECT WAS ADVISED OF OR KNEW OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
7. KwickConnect Does Not Sell Your Leads.
KwickConnect does not share, or sell your leads. Your lead data is secure and is used only for the purpose of the KwickConnect Software.
8. ACCEPTABLE USE (Permissible Uses and Restrictions on Your Use of the Software).
KwickConnect maintains a high-degree of professionalism and accordingly Your license from KwickConnect to use the Software is subject to the following restrictions and limitations:
i) the Software may not be used in connection with any User Content that involves, to any degree, any of the following: false or misleading business opportunities, scams, or pyramid schemes; health claims that have been determined to be false or misleading by a regulatory agency; illegal activities; sales of drugs or pharmaceuticals; sales of illegal products or services; pornography or sexually explicit content; content that promotes or depicts human trafficking, child abuse, animal abuse, or which encourages or promotes abuse of alcohol, drugs or other substances, graphic or gratuitous violence, or people being injured, beaten, hurt, attacked, or humiliated; and/or content that is needlessly shocking to the senses, gratuitously gross, or which depicts or promotes accidents, death, hate speech attacking or demeaning a group based on race, ethnic origin, religion, disability, gender, age, and the like. Any use of the Software in connection with predatory behavior, including invasions of privacy, directed to other persons, particularly children under 18, is not permissible and, will not be tolerated;
ii) KwickConnect reserves the right to reject or remove any User Content without prior notice for violating, in KwickConnect’s sole judgment, this section, the Acceptable Use Policy, or otherwise violating this Agreement in fact or in spirit. KwickConnect also reserves the right to delete any or all of Your Data (including Your User Content) without notice of any kind, upon expiration, lapse or termination of your license for any reason;
iii) You agree not to use, initiate, or implement any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” on, through, or with the Software in a manner that utilizes more resources from (a) the Software, (b) any KwickConnect server or site, or © any third party server or site, in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
iv) Your use of the Software will comply with all applicable laws and regulations, including but not limited to local, national, and international laws and regulations regarding: (1) the sending or distribution of unsolicited commercial email; (2) online transactions regarding work-from home or other ‘business opportunities’; (3) false or misleading advertising; (4) the intellectual property and privacy rights of others; and (5) the use of malicious code, spyware, malware, Trojan horses and the like;
v) You agree to comply with KwickConnect’s security procedures including password policies (including changing Your password from time to time if directed by KwickConnect), to not circumvent any security or access provisions or procedures established by KwickConnect, to not implement or utilize any alternative access or backdoors to the Software, and to advise KwickConnect as soon as reasonably practical of any security issues You discover or of which You become aware;
9. Intellectual Property Rights
i) KwickConnect will never use its license to Your User Content for any purpose but to enable the Software to perform its function. Except as required to perform its intended functions, KwickConnect will always ask for Your permission in the event that KwickConnect desires to use Your User Content beyond a nominal/inadvertent manner for promotional purposes.
You retain all of Your ownership rights to Your User Content.
10. You Agree to Indemnify KwickConnect from Harm
You agree to defend, indemnify and hold harmless KwickConnect, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to costs and attorney’s fees) arising from: (i) Your use of the KwickConnect Software; (ii) Your violation of any term of this Agreement; (iii) Your violation of any third party right, including without limitation any copyright or other property right, or privacy right; (iv) Any claim that any User Content You offered, created, copied, distributed, or promoted directly or indirectly using the Software caused damage to a third party; or b) expressly or impliedly on your behalf to provide agreed upon services to You. This defense and indemnification obligation will survive Termination of this Agreement and continue even if You stop using the Software.
Without prejudice to any other rights KwickConnect may have, KwickConnect may cancel this Agreement without notice or refund if You do not abide by the terms and conditions of this Agreement. KwickConnect may terminate this Agreement immediately at any time by notice to You if KwickConnect, in its sole discretion, is of the view that Your continued use of the Software may infringe or cause damage to any third party rights. Upon termination, You shall promptly delete Your access and use of the Software. All other obligations You have agreed to under this Agreement shall survive Termination of this Agreement for any reason. If Your account is terminated You are prohibited from creating any new accounts and You agree not to attempt to circumvent this provision by attempting to obtain a new account under a different name, using a different IP address, or through any third party.
IMPORTANT: Termination for any reason, including Termination for Nonpayment described below will end ALL use of the KwickConnect system. Termination will not only end your ability to make future sales through the KwickConnect system, but will also impact any ongoing subscriptions or recurring payments in connection with past sales. You understand that any and all credit card or other financial transactions that are processed through KwickConnect or a connected gateway will no longer be processed. Moreover, any transactions that are handled by a third-party (such as PayPal) through use of our API will be ignored and thus also no longer processed.
Termination for Nonpayment: KwickConnect may terminate this Agreement WITHOUT notice for nonpayment or if Your account is in arrears, delinquent, or past due. KwickConnect reserves the right to provide a short grace period at its discretion for long-standing customers, or customers with long standing good credit. You understand and agree that the consequences of nonpayment may be severe for your business and assume all liability and risk of loss if YOUR access to the KwickConnect system is terminated for nonpayment. You agree that any Termination for Nonpayment is KwickConnect’s right, and is solely caused by your actions. You further agree that this serves as your notice of such Termination for Nonpayment, and that you assume all liability for any Termination for Nonpayment and expressly agree to hold KwickConnect harmless for all damages you may suffer as a result of such Termination for Nonpayment.
12. Applicable Laws
This Agreement shall be governed by the laws of California, U.S. and the parties hereby agree to the exclusive jurisdiction of the courts located in San Diego County, California, for any adjudications other than arbitration as provided herein.
You agree that all disputes between You and KwickConnect regarding this EULA shall be resolved solely by confidential binding arbitration conducted in accordance with the American Arbitration Association (or comparable independent arbitration organization) commercial arbitration rules. All arbitration shall be held in San Diego, California, USA, unless otherwise agreed in a signed writing. Each party shall bear one half of the arbitration fees and costs incurred, and each party is responsible for its own lawyer fees, unless the arbitrator(s) agree that the case was without reasonable basis in law or fact, in which case costs and attorney’s fees may be awarded to the prevailing party. All Your claims must be arbitrated on an individual complainant basis, and cannot be consolidated in any arbitration with any claim or complaint of any other party or parties, except as agreed upon in a writing signed by KwickConnect. Notwithstanding the foregoing paragraph, disputes over the indemnification clause of paragraph 10, and any violations of paragraph 9 hereof may be adjudicated in court in San Diego County, California.
13. Entire Agreement
This Agreement constitutes the entire agreement between You and KwickConnect with respect to this subject matter and supersedes all prior and contemporaneous representations, proposals, and agreements in relation thereto. No waiver or amendment of any provision of this Agreement shall be effective unless made in writing and signed by both parties. No failure or delay in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. If any part of this EULA is determined by a court of competent jurisdiction to be invalid or unenforceable, that part shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement shall be fully enforceable and legally binding so as to maximally preserve and effectuate the intent and agreement of the parties.
Updated: January 2020