End-User Licensing Agreement
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.
1. Definitions
In this Agreement, the
following words and expressions have the following meanings:
“EULA” or
“Agreement” means this End-User License Agreement;
“ResultFlow”
means Traffic Science, 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 www.resultflow.com;
“Software” (or
“ResultFlow Software”) means any ResultFlow 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 ResultFlow 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 ResultFlow Software.
2. ResultFlow
Retains All Ownership of the Software and its Code
ResultFlow 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 ResultFlow
(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 ResultFlow’s property.
More particularly, You agree and acknowledge that the Software is ResultFlow’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. ResultFlow grants You no express or implied rights under ResultFlow’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 ResultFlow, 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 ResultFlow
Software utilizes, incorporates, or references any third-party software, those
portions may remain the intellectual property of such third parties. To the
extent that ResultFlow 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 ResultFlow.
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 ResultFlow
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 markings must remain
intact.
3. Limited License Granted to You to Use
the Software
ResultFlow 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 ResultFlow’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, and many other integration partners, including, but not limited to,
Facebook™, Twitter™, and LinkedIn™. 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 ResultFlow 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 ResultFlow.
Your License is Limited.
Your License to use the ResultFlow Software is limited. Your License is subject to
our Acceptable Use Policy, which is incorporated
herein by reference. You may also be subject to specific limitations based on
the License You purchased or Your subscription to the ResultFlow
Software, even if said subscription was a free plan wherein you paid no money. ResultFlow 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 ResultFlow
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. ResultFlow 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 ResultFlow Software. For example, You
may have a limit on the number of social posts You can create with the
Software. 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. Disclaimer: ResultFlow
Software is provided “AS IS” With NO Guarantees or Warranties
While the ResultFlow Software is reasonably believed to be functional
and to accurately perform its function(s), ResultFlow
cannot guarantee that the Software will not contain errors or omissions, now or
in the future. The ResultFlow Software has been
rigorously tested internally, and during various alpha, beta, and other testing
with third parties such that ResultFlow 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. ResultFlow
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, ResultFlow 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.
As with any important business data, You should
also regularly BACK-UP or otherwise PRESERVE Your User Content in connection
with the Software. You are solely responsible for Your Data. ResultFlow does not warrant or represent that it will
preserve or retain any Data for You after the expiration, lapse, or termination
of Your License to use the Software for any reason by any party, including
failure to pay fees due. However, ResultFlow reserves
the right to do it in its sole discretion. ResultFlow
also does not warrant or guarantee that Your use of the Software is
legal/permissible under the applicable law in Your locality. You agree with the
foregoing and assume all risks associated with accessing or using the Software
for any financial transactions.
You understand that ResultFlow does not guarantee any confidentiality with
respect to any goods, services, products, promotions, or offerings used in
connection with the Software.
5. ResultFlow’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 ResultFlow Software. You understand that ResultFlow’s liability is strictly limited by this
Agreement. Do not access or use the ResultFlow
Software if You are unable or unwilling to accept this limitation. In no event
shall ResultFlow or its directors, officers, agents,
employees, contractors, 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 ResultFlow becomes liable
for any loss or damage, You agree that ResultFlow’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 RESULTFLOW,
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 OPERATION INCLUDING BUT NOT LIMITED TO POSTING ERRORS, ADVERTISING
ERRORS, OR CONTENT QUALITY PROBLEMS;
(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 INFORMATION STORED THEREIN;
(iv) ANY
LOSS OR DELETION OF YOUR DATA (INCLUDING USER CONTENT) FROM RESULTFLOW SERVERS
OR SYSTEM AFTER YOUR LICENSE TO USE THE RESULTFLOW SOFTWARE HAS EXPIRED,
LAPSED, OR BEEN TERMINATED FOR ANY REASON BY YOU OR RESULTFLOW;
(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 RESULTFLOW SOFTWARE;
(viii) ANY
LOSS RESULTING FROM TERMINATION INCLUDING BUT NOT LIMITED TO TERMINATION FOR
NONPAYMENT; AND/OR
(ix) ANY
LIABILITY INCURRED BY YOU FOR VIOLATIONS OF THE GDPR OR SIMILAR PRIVACY
REGULATIONS WHETHER OR NOT BASED IN WHOLE OR PART ON RESULTFLOW’S PROCESSING
OF ANY DATA PROVIDED BY YOU TO RESULTFLOW OR PROCESSED IN CONNECTION WITH
PROVIDING THE SERVICES HEREUNDER TO YOU OR ON YOUR BEHALF;
WHETHER BASED ON
WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT RESULTFLOW
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.
6. ResultFlow Makes
No Endorsement of User Content
ResultFlow does not endorse any
goods, services, products, promotions, or offerings (“User Content”)
provided via, distributed, submitted, or promoted with or used with the
Software. ResultFlow may not agree with or condone particular claims, opinions, or viewpoints promulgated or
expounded using the Software. ResultFlow expressly
disclaims any and all liability in connection with
goods, services, products, promotions, or offerings.
7. ACCEPTABLE USE (Permissible Uses and
Restrictions on Your Use of the Software).
ResultFlow maintains a high degree
of professionalism and accordingly Your license from ResultFlow
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 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) ResultFlow reserves the right to reject or remove any User
Content without prior notice for violating, in ResultFlow’s
sole judgment, this section, the Acceptable
Use Policy, or otherwise violate this Agreement in fact or in spirit.
ResultFlow 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) 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;
iv) You
agree to comply with ResultFlow’s security procedures
including password policies (including changing your password from time to time
if directed by ResultFlow), to not circumvent any
security or access provisions or procedures established by ResultFlow,
to not implement or utilize any alternative access or backdoors to the
Software, and to advise ResultFlow as soon as
reasonably practical of any security issues You discover or of which You become
aware;
8. Intellectual Property Rights
i) You are
solely responsible for Your own User Content and the consequences of creating,
copying, submitting, storing, distributing, publishing, selling, or offering
for sale any User Content using the Software. You agree, affirm, represent, and
warrant that You own or have any and all licenses, rights, consents, or
permissions necessary for any User Content that is in whole or part, copied,
used, distributed, or submitted by You using the Software;
ii) ResultFlow 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, ResultFlow will always ask for Your permission in the event that ResultFlow 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.
However, solely
for the purpose of enabling the Software to perform its function, including,
the distribution, reception, or sharing of such User Content with recipients of
Your User Content, as well as to cover nominal and/or inadvertent uses
of Your User Content by ResultFlow (or our
successors and/or affiliates) in the process of promoting the Software in any
media formats and through any media channels, By using such content in
connection with the Software or in creating User Content, You hereby grant ResultFlow a worldwide, non-exclusive, royalty-free,
non-revocable, perpetual, sub-licensable, and fully transferable license to
use, reproduce, distribute, practice, make derivative works of, display,
broadcast, and/or perform Your User Content. You also understand that
notwithstanding ResultFlow’s unfettered right to
delete any or all of Your Data upon expiration, lapse,
or termination of Your License to use the Software, ResultFlow
reserves the right to preserve any or all of Your Data in any form, including
on one or more system back-ups. You grant ResultFlow
a license to retain copies of Your Data (including User Content) at its sole
discretion and agree that you will bring no claim in connection with or related
to ResultFlow’s retention of such Data including
after Your License has ended. You further agree that ResultFlow
has no duty to retain such Data, search for such Data, or provide You with
access to such Data after Your License has ended for any reason; and
iii) You
further agree, affirm, represent, and warrant that content You copied, used,
distributed, or which was submitted by You using the Software does not and will
not contain third party copyrighted material or material that is subject
to other third-party proprietary rights, unless You have permission from the
rightful owner of the material or You are otherwise legally entitled to copy,
use, distribute, or submit such content using the Software and to grant ResultFlow all of the license rights granted herein.
9. You Agree to Indemnify ResultFlow from Harm
You agree to defend,
indemnify and hold harmless ResultFlow, 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 ResultFlow
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 v) Any claim that ResultFlow violated provisions of the GDPR based on
processing data a) in accordance with instructions that You provided to ResultFlow, or b) expressly or implied on your
behalf to provide agreed-upon services to You. This defense and indemnification
obligation will survive the termination of this Agreement and continue even if
you stop using the Software.
10. Termination
Without prejudice to any
other rights, ResultFlow may have, ResultFlow may cancel this Agreement without notice or
refund if you do not abide by the terms and conditions of this Agreement. ResultFlow may terminate this Agreement immediately at any
time by notice to you if ResultFlow, 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 ResultFlow
system.
Termination for NonPayment: ResultFlow may
terminate this Agreement WITHOUT notice for nonpayment or if Your account is in
arrears, delinquent, or past due. ResultFlow 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 ResultFlow
system is terminated for nonpayment. You agree that any Termination for
Nonpayment is ResultFlow’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 ResultFlow harmless for
all damages you may suffer as a result of such
Termination for NonPayment.
11. Applicable Laws
This Agreement shall be
governed by the laws of Delaware, the U.S. and the parties hereby agree to the
exclusive jurisdiction of the courts located in Kent County, Delaware, for any
adjudications other than arbitration as provided herein.
You agree that all
disputes between You and ResultFlow 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 Jacksonville, Florida 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 a 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 ResultFlow.
Notwithstanding the
foregoing paragraph, disputes over the indemnification clause of paragraph 10,
and any violations of paragraph 9 hereof may be adjudicated in a court in Dover,
Delaware.
12. Entire Agreement
This Agreement
constitutes the entire agreement between You and ResultFlow
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.
Last updated on January 12,
2022.