SOFTWARE SUBSCRIPTION LICENSE AGREEMENT
For Wovax, LLC’s proprietary Mobile Application & Multiple Listing Service (MLS) Internet Data Exchange (IDX) software technologies:
“LICENSEE”
The name, address, and contact information for the Licensee for purposes of this agreement is entered by the Licensee during the purchase process and stored on their wovax.com customer account. The Licensee is responsible for keeping their information up to date on their customer wovax.com account.
The licensee’s completion of a purchase of Wovax, LLC products through wovax.com is considered equivalent to their signature of this agreement.
“LICENSOR”
Name: WOVAX, LLC
Address: 120 East 3rd Street, Moscow ID 83843.
1. Grant of License. WOVAX, LLC (“Licensor”) hereby grants to Licensee, and Licensee accepts from Licensor, a license to use the Software Programs and related documentation downloaded from WOVAX, LLC’s website (hereinafter the “Licensed Software”), in machine-readable source and object code formats, at a single designated CPU, or at a designated number of Workstations, or designated Site(s), as the case may be, subject to and in accordance with the terms, conditions and limitations of this Agreement.
2. Scope of License. Licensee agrees that it will use the Licensed Software hereunder in accordance with the scope of license contained in Exhibit B.
3. Payment Terms.
(a) License Pricing. License pricing will be based on the monthly subscription fees (the “Monthly Subscription Fees”) and the license initiation fee (the “Initiation Fee”) as provided in Exhibit A. In addition to the foregoing charges, Licensee is obligated to pay any federal, state, local, and other taxes, fees and assessments imposed in connection with this Agreement.
(b) Term Commitment. The Licensee commits to the Initiation Fee and the minimum quantity of Monthly Subscription Fees described in Exhibit A (“Term Commitment”).
(c) Invoicing, Credit Check, and Payment Terms. Before Licensor furnishes the Software, Licensor may require the Licensee to: (i) pass a credit check and (ii) make full payment for the Initiation Fee and the Monthly Subscription Fee for the first month of Software License. Thereafter, Licensor may bill the Licensee monthly in advance for each month of Software Licensing. All payments are due net 30 days from the date of Licensor’s invoice and are non-refundable. If Licensor does not receive the full amount of payment within thirty (30) days of the invoice date, an additional one-point-five percent (1.5%) (or the highest amount allowed by law, whichever is lower) per month will be added to the unpaid balance of the Licensee and shall be immediately due and payable to Licensor. Licensee shall also be liable for any and all attorney and collection fees arising from Licensor’s efforts to collect any unpaid balance of Licensee’s account.
(d) Credit Card. If authorized by Licensor, Licensee may pay its Initiation Fee and Monthly Subscription Fees by credit card. In such cases, Licensee authorizes Licensor to charge its designated credit card for all such fees. The Licensee’s credit card issuer agreement shall govern the use of the designated card in connection with the Software Licensing. And the Licensee must refer to that agreement with respect to its rights and liabilities as a cardholder. If Licensor does not receive payment from the Licensee’s credit card issuer or its agents, Licensee agrees to pay all amounts due upon demand by Licensor.
4. Duration and Termination
(a) Duration. Unless terminated earlier as provided elsewhere in this Agreement, Licensor will continue to provide the Licensed Software for as long as the Licensee continues to pay the Monthly Subscription Fee during the Term defined in Exhibit A (“Term”). In the event that the Licensee continues to license the Software past the Term, it shall continue only on a month to month basis, with either party having the right to terminate the Software License at any time upon thirty (30) days’ prior written notice to the other party, unless terminated earlier as provided elsewhere in this Agreement. During any such extended Software License period, Licensor, at its option, may bill Licensee at the rates contained in this Agreement or at rates in effect at that time.
(b) Voluntary Termination. Effective at any time after the Term Commitment, this Agreement may be terminated by Licensee for any reason upon thirty (30) days’ prior written notice. Should Licensee terminate this Agreement before the completion of the Term Commitment for any reason other than material breach of this Agreement by Licensor, Licensee shall be responsible for the payments specified in Section 5(e).
(c) Breach. Either party may terminate this Agreement if the other party is in material breach of any term of this Agreement and fails to remedy such breach upon thirty (30) days after written notice of such breach. Without limiting the generality of the foregoing, failure to make any payment to Licensor when due is a material breach of this Agreement on the part of Licensee. Should Licensor, as a result of Licensee’s material breach of this Agreement, terminate this Agreement before the completion of the Term Commitment, License shall be responsible for the payments specified in Section 5(e).
(d) Effect of Termination. Within ten (10) days after termination of this Agreement, Licensor shall uninstall the Licensed Software.
(e) Early Termination Charges. The rates and discounts set forth in this Agreement are based on Licensee’s commitment to purchase the Software License for the entire Term Commitment. Licensee understands and agrees that it is impossible to calculate Licensor’s loss if the Agreement is terminated prior to the end of the Term Commitment. Therefore, to compensate Licensor for such a loss, and not as a penalty, Licensee — in the case of voluntary termination pursuant to Section 5(b) or Licensor’s termination pursuant to Section 5(c) — shall pay an early termination charge. The early termination charge shall equal the sum of the Monthly Subscription Fees for each month remaining in the Term Commitment. The early termination charge shall be paid by Licensee within thirty (30) days after the date of Licensor’s invoice therefor.
(7) Other Charges. Nothing in this Agreement shall relieve Licensee from its liability for payment for services rendered by Licensor prior to the termination of this Agreement, as the case may be.
5. License Not a Sale. This license does not constitute a sale, nor does it pass to Licensee any title to or any proprietary rights in the Licensed Software, all of the same being expressly reserved to and vested in Licensor. Nor shall Licensee acquire any right or interest in the Licensed Software. Nor shall the Licensee have the right to make any any changes to, modifications of or additions to the Licensed Software.
6. Software Maintenance Licensor will provide maintenance to the Licensed Software, correct errors, remedy defects in, or to provide modifications or enhancements to the Licensed Software.
7. User Registration. Each qualified “user” of the Licensed Software will be assigned a separate registration number by Licensor. It is Licensee’s responsibility to keep all registration numbers and passwords secret. Licensee agrees that each registered user account will be used by one person at a time. Licensee agrees that its registered users may not use another registered user’s account without the specific consent of that registered user.
8. Warranties. For so long as Licensee licenses the Software from Licensor, Licensor warrants that the Licensed Software will substantially conform to its documentation; provided, however, that Licensor may void this warranty if Licensee (i) augments or alters the Licensed Software or causes any other person to do so; (ii) fails to install any upgrade, enhancement, fix or release of the Licensed Software made available by Licensor; or (iii) fails to keep its payments to Licensor current.
9. DISCLAIMERS.
(a) DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY. LICENSEE EXPRESSLY AGREES THAT USE OF THE SOFTWARE IS AT ITS SOLE RISK. THE SOFTWARE IS MADE AVAILABLE ON AN “AS IS” BASIS. NEITHER WOVAX, LLC (Licensor) NOR ANY SUPPLIER, LICENSOR, EMPLOYEE, AGENT, OR CONTRACTOR MAKES ANY WARRANTY WHATSOEVER REGARDING THE SOFTWARE, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SOFTWARE, OR ANY RESULTS TO BE OBTAINED THROUGH THE USE THEREOF, AND Licensor HEREBY EXPRESSLY DISCLAIMS ON BEHALF OF ITSELF AND ALL SUPPLIERS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON INFRINGEMENT; AND 7) TITLE. LICENSEE FURTHER AGREES THAT Licensor SHALL NOT BE LIABLE TO LICENSEE, OR ANY THIRD PARTY, FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, ERROR, OMISSION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
(b) LICENSEE REMEDIES. LICENSEE’S REMEDIES SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID TO Licensor BY OR ON BEHALF OF LICENSEE FOR LICENSING THE SOFTWARE IN THE 12 MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE. Licensor IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF Licensor WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. MODIFICATIONS MADE TO THE LICENSED SOFTWARE BY Licensor OR ANY THIRD PARTY VOIDS ANY REMAINING EXPRESS OR IMPLIED WARRANTIES.
(c) Alternative. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to Licensee. In such jurisdictions, Licensor’s liability is limited to the greatest extent permitted by law.
10. Proprietary property of Licensor.
(a) Licensee acknowledges that the Licensed Software, including all code, all plugins, all documentation, all screens and formats used in connection therewith, are the exclusive proprietary property of Licensor, and Licensee shall not publish, disclose, display, provide access to or otherwise make available any Licensed Software or documentation thereof, or any screens, formats, reports or printouts used, provided, produced or supplied from or in connection therewith, to any person or entity other than an employee or agent of Licensee without the prior written consent of, and on terms acceptable to, Licensor, which consent shall not be unreasonably withheld; provided, however, that Licensee may disclose to a governmental or regulatory agency or to customers of Licensee any information expressly prepared for disclosure to such governmental or regulatory agency or to such Licensee. Except as required by law, Licensee shall not disclose Licensee use of Licensed Software in any advertising or promotional materials without the prior written consent to such use, and approval of such materials, by Licensor.
(b) Licensee acknowledges that the Licensed Software is highly confidential proprietary information and trade secrets of Licensor, the unauthorized disclosure of any part of which would result in serious injury to Licensor. Licensee shall take reasonable precautions to maintain the security and confidentiality of the Licensed Software, which precautions shall not be less stringent than those employed, or that reasonably should be employed, by Licensee to protect its own most proprietary information.
(c) This License Agreement and the terms hereof are confidential, and no information concerning the same shall be disclosed without written consent of the parties, except as may be necessary to conform to generally accepted accounting principles and to comply with applicable laws and regulations.
(d) The obligations of this Paragraph 11 shall survive termination of this Agreement. Licensee understands that the unauthorized publication or disclosure of any Licensed Software or copies thereof, or the unauthorized use of the Licensed Software would cause irreparable harm to Licensor for which there is no adequate remedy at law. Licensee therefore agrees that in the event of such unauthorized disclosure or use, Licensor may, at its discretion and at Licensee’s expense, terminate this Agreement, obtain immediate injunctive relief in a court of competent jurisdiction, or take such other steps as it deems necessary to protect its rights. If Licensor, in its reasonable, good faith judgment, determines that there is a material risk of such unauthorized disclosure or use, it may demand immediate assurances, satisfactory to Licensor, that there will be no such unauthorized disclosure or use. In the absence of such assurance, Licensor may take such steps as it deems necessary and may, in addition, terminate this Agreement, but only after submitting the controversy to mediation pursuant to paragraph 12(a). The rights of Licensor hereunder are in addition to any other remedies provided by law.
(e) In the event that Licensee intentionally and willfully engages in any unauthorized use, disclosure or application of the Licensed Software, or willfully and intentionally permits or causes the unauthorized use, disclosure or application of the Licensed Software, Licensee shall forfeit its rights to use the Licensed Software under this or any other Agreement between Licensee and Licensor, together with all payments made under this or any other Agreement, cease all use of the Licensed Software, and return all copies of the Licensed Software, and all documentation, in any form, to Licensor or its successor. Licensor may, at Licensee’s expense, take such lawful steps as it deems necessary to preserve the security of the Licensed Software and prevent Licensee’s further use thereof.
(f) The rights of Licensor under this Agreement supplement and are not in lieu of any other remedies provided by law or in equity. In addition, Licensee shall be liable for all of Licensor’s costs and attorneys fees in connection with the pursuit by Licensor of any remedy provided or permitted by this Agreement, unless otherwise specified.
11. Dispute Resolution.
(a) Any dispute between the parties arising under or relating to this Agreement that cannot be resolved by the parties themselves shall be submitted to mediation in Moscow, Idaho, administered by and conducted in accordance with the Rules of Commercial Mediation of the American Arbitration Association. Each party will bear its own costs in the mediation, including its attorneys’ fees, and one-half the cost of the mediator.
(b) Any dispute that remains unresolved after mediation will be resolved by final and binding arbitration in Moscow, Idaho before a single arbitrator conducted by and in accordance with the Rules of Commercial Arbitration of the American Arbitration Association. The arbitrator shall not be the same person as the mediator. Each party shall bear its own costs in the arbitration, including attorneys’ fees, and each party shall bear one-half of the cost of the arbitrator.
(c) The arbitrator shall have the authority to award such damages as are not prohibited by this agreement and may, in addition and in a proper case, declare rights and order specific performance, but only in accordance with the terms of this Agreement.
(d) Any party may apply to a court of general jurisdiction to enforce an arbitrators’ award, and if enforcement is ordered, the party against which the order is issued shall pay the costs and expenses of the other party in obtaining such order, including reasonable attorneys’ fees.
(e) Notwithstanding the provisions of paragraph 12(a) and (b) above, any action by Licensor to enforce its rights under paragraphs 3, 5 or 11 of this Agreement or to enjoin any infringement of the same by Licensee, may be commenced in the state or federal courts of Idaho, and each party consents to personal jurisdiction and venue in such courts for such actions.
12. General
(a) Waiver of Breach. The fact that one party excuses or overlooks a breach of any provision of this Agreement by the other party does not mean that such party excuses any other breach or waives its right to remedy any other breach by the other party.
(b) Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns. Licensee may not assign this Agreement without the prior written consent of Licensor or its successor.
(c) Governing Law. This Agreement shall be applied and construed according to the laws of the State of Idaho without regard to conflicts of laws provisions thereof. If any provision of this Agreement is found to be illegal or unenforceable, then, notwithstanding such finding, this Agreement shall remain in full force and effect and such provision shall be deemed stricken. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees, unless otherwise specified herein.
(e) Jurisdiction. By entering this Agreement, Licensee agrees to and does hereby submit to the personal jurisdiction of the courts in or for the State of Idaho in the event any legal action is commenced by Licensor or its successor to enforce any rights arising hereunder.
(f) Headings. The headings in this Agreement are for convenience only and shall not be used to alter or limit the interpretation of any provision hereof.
(g) Entire Agreement. This Agreement, together with all schedules, exhibits and amendments hereto, constitute the entire agreement of the parties and supersede all prior discussion and correspondence between them with respect to the subject matter hereof. No modifications of this Agreement shall be effective unless the same is in writing and signed by both parties.
(h) Joint and Several Obligations. All Licensee payment obligations shall be made on the basis of joint and several liability for such obligations. Licensee agrees that it has received adequate consideration in connection with the respective obligations hereunder.
EXHIBIT A
1. Description of Software:
(a.) Multiple Listing Service (MLS) Internet Data Exchange (IDX) Software Technology
Wovax, LLC will coordinate the Multiple Listing Service (MLS) Board data access for retrieval on both their WordPress website(s) (if purchased) and custom-branded Apps(s) (if purchased) — PLEASE NOTE: As of December 2015, Wovax, LLC only services areas where the MLS Board data access is provided in the Real Estate Transaction Standard (RETS) format
Wovax, LLC will provide a plugin and related files for installation on the Client’s WordPress website(s) that allow the client to easily configure aspects of their MLS IDX software — PLEASE NOTE: Wovax, LLC can only guarantee the reliability of this plugin if the WordPress website is hosted on Wovax, LLC ’s server infrastructure and Wovax, LLC is provided with full administrative control of the WordPress site and server, including administrative file transfer protocol (FTP) and database access
(b.) Mobile Application software technology
Wovax will provide a plugin and related files for installation on the Client’s WordPress website(s) that allow the client to easily configure aspects of their custom-branded Apps and send push notifications to users
Wovax will submit custom-branded, WordPress configurable apps to Apple’s App Store and Google Play on behalf of the client
At the termination of this agreement (regardless of the termination reason), these Apps will be removed from Apple’s App Store and the Google Play store
2. Price of Software Subscription and License Initiation Fee
(a.) Wovax, LLC Products. The price of the license initiation fee and ongoing software subscription fee is displayed when the client purchases products on the wovax.com website. The client’s completion of a purchase through wovax.com indicates their agreement to pay these fees.
(b.) MLS BOARD FEES. MLS BOARD DATA FEES ARE NOT INCLUDED IN THE ABOVE FEE STRUCTURE. CLIENT WILL BE LIABLE FOR THESE MLS BOARD DATA FEES FOR AS LONG AS THE SUBSCRIPTION IS IN PLACE. WOVAX WILL NOT APPLY ANY MARK-UP TO MLS BOARD DATA FEES, BUT WILL PASS THEM ALONG AT COST.
3. Term & Term Commitment
(a). Initial Term The Agreement shall commence on the date of purchase and it shall continue for the the initial term indicated on the product, cart, and/or checkout pages of wovax.com during purchase of the products. If the initial term is not indicated on the product, cart, and/or checkout pages of wovax.com during purchase, the term shall be one (1) month. After the initial term, the agreement and subscription will continue on a month-to-month basis as long as the fees are paid and neither party cancels the contract.
(b). Term Commitment Client will be liable for the Initiation Fee and the Monthly Subscription Fees for the initial term and any month-to-month service following. Client will also be liable for all applicable MLS board data fees.
EXHIBIT B
SCOPE OF LICENSE
Licensee covenants and promises to use the license granted by Licensor to Licensed Software only as defined below, unless Licensor gives written consent.
This License is to the Licensee to install one copy of the materials (information or software) from WOVAX, LLC (Licensor). The Licensee shall not modify or copy the materials, attempt to reverse engineer any software contained on WOVAX, LLC’s website, remove any copyright or other proprietary notations from the materials, transfer the materials in any way to any third party.
WOVAX, LLC absolutely prohibits any publication of any illegal, unlawful, obscene, sexually explicit or dangerous content on or through any apps powered by Licensed Software. Upon the publication of the preceding prohibited subject matter, WOVAX, LLC shall immediately remove the WOVAX, LLC powered app from the App Store(s).
Last updated 09 December 2015
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WEBSITE SERVICES AGREEMENT
For Wovax, LLC’s Website and Support services, which includes both website creation and maintenance
This website service agreement is effective at the date of purchase for website products and services and is between between WOVAX, LLC, an Idaho limited liability company (“Firm”), and the “Client”. The contact information for both parties is listed below.
“Client”
The name, address, and contact information for the client for purposes of this agreement is entered by the client during the purchase process and stored on their wovax.com customer account. The client is responsible for keeping their information up to date on their customer wovax.com account.
The clients’s completion of a purchase of Wovax, LLC products through wovax.com is considered equivalent to their signature of this agreement.
“Firm”
Name: WOVAX, LLC
Address: 120 East 3rd Street, Moscow ID 83843.
Recitals
The parties wish to provide for Client’s employment of the Firm after purchasing website products and services. Client shall employ Firm to complete the website services as detailed in Exhibit I.
The Firm has offered Client website services on a cost system as set out in the terms and conditions of this agreement, and Client is willing to accept on such terms and conditions.
Accordingly, the Firm and Client agree as follows:
Definitions: Terms defined in the preamble have their assigned meanings and each of the following terms has the meaning assigned to it.
Agreement: means this website services agreement.
Website services: means website construction, web hosting, and domain management, as it relates to WordPress sites.
Website services. By signing this Agreement, the Client agrees to hire the Firm to provide website services to the Client.
Compensation. The compensation of the Firm shall be the price of the upfront fee and ongoing monthly subscription fee that is displayed when the client purchases products on the wovax.com website. The client’s completion of a purchase through wovax.com indicates their agreement to pay these fees.
Term.
4.1. Initial Term. The Agreement shall commence on the date of purchase and it shall continue for the the initial term indicated on the product, cart, and/or checkout pages of wovax.com during purchase of the products. If the initial term is not indicated on the product, cart, and/or checkout pages of wovax.com during purchase, the term shall be one (1) month. After the initial term, the agreement and subscription will continue on a month-to-month basis as long as the fees are paid and neither party cancels the contract.
(b). Term Commitment. Client will be liable for the Initiation Fee and the Monthly Subscription Fees for the initial term and any month-to-month service following. Client will also be liable for all applicable MLS board data fees.
Terms of Website Services to be Offered.
Duties. The Firm shall provide website services for the benefit of the Client.
Detailed descriptions of services to be rendered to Client are contained in Exhibit I.
Firm shall complete only the services detailed in Exhibit I. Should the Client desire other services to be completed, a new agreement shall be executed for those services.
Representations and Warranties.
Firm. Firm represents and warrants to the Client as follows:
Firm is a limited liability company and organized in the state of Idaho.
Firm provides website services to its Clients.
Client. Client represents and warrants to the Firm as follows:
The Client’s name, address, and contact information for purposes of this agreement was accurate when entered by the Client during the purchase process and has been and will be kept up to date by the Client on their wovax.com customer account.
Client is able to compensate the Firm as stated in section 3.
Duration & Termination.
7.1 Duration. Unless terminated earlier as provided elsewhere in this Agreement, the Firm will continue to provide the website services for as long as the Client continues to pay the Monthly Subscription Fee during the Term defined in paragraph 4 above (“Term”). In the event that the Client continues to use the website services past the Term, it shall continue only on a month to month basis, with either party having the right to terminate the agreement at any time upon thirty (30) days’ prior written notice to the other party, unless terminated earlier as provided elsewhere in this Agreement. During any such extended website services period, the Firm, at its option, may bill Client at the rates contained in this Agreement or at rates in effect at that time.
7.2 Voluntary Termination. Effective at any time after the Term Commitment, this Agreement may be terminated by the Client for any reason upon thirty (30) days’ prior written notice. Should the Client terminate this Agreement before the completion of the Term Commitment for any reason other than material breach of this Agreement by the Firm, the Client shall be responsible for the payments specified in Section 7.5.
7.3 Breach. Either party may terminate this Agreement if the other party is in material breach of any term of this Agreement and fails to remedy such breach upon thirty (30) days after written notice of such breach. Without limiting the generality of the foregoing, failure to make any payment to the Firm when due is a material breach of this Agreement on the part of the Client. Should the Firm, as a result of the Client’s material breach of this Agreement, terminate this Agreement before the completion of the Term Commitment, the Client shall be responsible for the payments specified in Section 7.5.
7.4 Effect of Termination. Within one (1) month after termination of this Agreement, the Firm shall terminate its website services.
7.5 Early Termination Charges. The rates and discounts set forth in this Agreement are based on the Client’s commitment to purchase the website services for the entire Term Commitment. The Client understands and agrees that it is impossible to calculate the Firm’s loss if the Agreement is terminated prior to the end of the Term Commitment. Therefore, to compensate the Firm for such a loss, and not as a penalty, the Client — in the case of voluntary termination pursuant to Section 7.2 or Client’s termination pursuant to Section 7.3 — shall pay an early termination charge. The early termination charge shall equal the sum of the Monthly Subscription Fees for each month remaining in the Term Commitment. The early termination charge shall be paid by the Client within thirty (30) days after the date of the Firm’s invoice therefor.
7.6 Other Charges. Nothing in this Agreement shall relieve the Client from its liability for payment for services rendered by the Firm prior to the termination of this Agreement, as the case may be.
Representations and Warranties. If any of the representations and warranties of either party are not true, the other party may terminate the agreement or waive the representation or warranty.
Failure to Fulfill Provisions in Sections Five and Six. Either party may terminate the agreement or waive if any of the provisions in sections five and six are not fulfilled in addition to enforcing any specific remedies laid out in that section.
General Provisions.
Governing Law. The laws of the state of Idaho, without giving effect to the principles of conflict of laws, govern all matters arising under this Agreement, including all tort claims.
Assignments and Delegation. Neither party may assign or delegate this Agreement or any rights or obligations under this Agreement. Any purported assignment or delegation is void.
Notices. For a notice or consent under this Agreement to be valid, it must be in writing and signed by the sending party, and the sending party must use one of the following methods of delivery: (1) personal delivery; (2) registered or certified mail, in each case return receipt requested and postage prepaid; (3) nationally recognized overnight courier, with all fees prepaid; and (4) email of fax of a copy of the signed document. A notice or consent will be effective when the intended recipient receives it.
Merger. This Agreement is the final, complete, and exclusive statement of the parties’ agreement on the matters contained in this Agreement. It supersedes all previous negotiations, agreement, and writings.
Amendments. The parties shall not amend this Agreement, except by an agreement in writing signed by both parties.
Severability. If any provision of this Agreement is unenforceable to any extent, the remainder of this Agreement, or application of that provision to any persons or organizations not effected by its unenforceability, will not be affected by that unenforceability and will be enforceable to the fullest extent permitted by law.
11. DISCLAIMERS.
11.1 DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY. The Client EXPRESSLY AGREES THAT USE OF THE WEBSITE SERVICES IS AT ITS SOLE RISK. THE WEBSITE SERVICES ARE MADE AVAILABLE ON AN “AS IS” BASIS. NEITHER WOVAX, LLC (The Firm) NOR ANY SUPPLIER, LICENSOR, EMPLOYEE, AGENT, OR CONTRACTOR MAKES ANY WARRANTY WHATSOEVER REGARDING THE WEBSITE SERVICES, ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE WEBSITE SERVICES, OR ANY RESULTS TO BE OBTAINED THROUGH THE USE THEREOF, AND the Client HEREBY EXPRESSLY DISCLAIMS ON BEHALF OF ITSELF AND ALL SUPPLIERS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY; 6) NON INFRINGEMENT; AND 7) TITLE. The Client FURTHER AGREES THAT WOVAX, LLC (The Firm) SHALL NOT BE LIABLE TO The Client, OR ANY THIRD PARTY, FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, ERROR, OMISSION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.
11.2 THE CLIENT’S REMEDIES. The Client’s REMEDIES SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID TO the Firm BY OR ON BEHALF OF the client FOR THE WEBSITE SERVICES IN THE 12 MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE. The Firm IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF The Firm WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. MODIFICATIONS MADE TO THE WEBSITE SERVICES BY the Client OR ANY THIRD PARTY VOIDS ANY REMAINING EXPRESS OR IMPLIED WARRANTIES.
11.3 Alternative. Some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and, as such, some portion of the above limitation may not apply to the Client. In such jurisdictions, the Client’s liability is limited to the greatest extent permitted by law.
EXHIBIT I
1. PROJECT SUMMARY:
The project summary and scope is displayed on a product-by-product basis when the client purchases products on the wovax.com website. The client’s completion of a purchase through wovax.com indicates their agreement to the scope of the services purchased.
2. NEW WEBSITE / WEBSITE REBUILD – TYPICAL SCOPE
The following summary describes the typical scope for website services related to creating a new website or rebuilding an existing website. Where there is a discrepancy between the project scope summarized below and the project scope displayed on a product-by-product basis when the client purchases products on the wovax.com, the wovax.com displayed project scope shall be considered the final scope.
1. Wovax will create or re-create a new, mobile-friendly, custom website for the client, which includes:
Installing / configuring a WordPress site on Wovax’s server environment
Manually populating or migrating up to 15 pages of content (and associated images) to the new WordPress site; additional content migration needs can be purchased as a separate product on wovax.com.
Setting up standard SEO / Analytics tools on the WordPress Site
Either:
Purchasing one (1) domain name (at up to a $50 USD cost) on behalf of the client and managing it in Wovax’s account to facilitate ongoing site management, or
Transferring one (1) domain name (at up to a $50 USD cost) already owned by the client to Wovax’s account to facilitate ongoing site management
Providing training to the client on how to use/manage the website in WordPress
2. Wovax will provide website hosting services for the WordPress site
Hosting, Updates, and Technical Support services will be provided as long as the corresponding monthly fees for these services are paid
3. Wovax will provide client with a copy of the website and all content upon client request
Client will “own” the website, including all database content and associated files, but excluding any components with licensing that precludes Client ownership (such as Wovax, LLC’s MLS IDX or Mobile Apps technology, or non-licensable components such as the WordPress framework)
If the agreement between Wovax and the client is terminated for any reason, and the client requests it, Wovax will deliver a fully exported version of the site (including content, images, and files) that the client can then use for creating their site on another server or platform
SCOPE OF INFORMATION TO BE PROVIDED BY CLIENT IN ORDER TO PERFORM SERVICES
Client will provide all content, images, and files for use on the site (with the exception of the MLS property data and images, if MLS IDX product purchased)
If client has access to a content management system for their existing website, they will provide login information to facilitate content transfer
If client has access to a domain management system for their existing website, they will provide login information to facilitate transfer of the domain
Last updated 05 July 2015
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CUSTOM SERVICES AGREEMENT
For any products or services not covered by the SOFTWARE SUBSCRIPTION AGREEMENT or WEBSITE SERVICES AGREEMENT
Any custom services not covered by the SOFTWARE SUBSCRIPTION AGREEMENT or WEBSITE SERVICES AGREEMENT require a new, custom, agreement to be drawn up and signed by both parties to be effective. Please contact Wovax, LLC to discuss any custom services needs.
Last updated 09 December 2015
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