Name:
Chamber:
Phone:
Email:
Terms:
Florida Chamber of Commerce, Inc. Binary Code License Agreement for the CHAMBER PERKS WEBSITE THE FLORIDA CHAMBER OF COMMERCE, INC. ("FCC") IS WILLING TO LICENSE THE SOFTWARE IDENTIFIED BELOW TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS BINARY CODE LICENSE AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. INDICATE ACCEPTANCE BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THE AGREEMENT AND YOU WILL BE CONTACTED TO COMPLETE THE IMPLEMENTATION PROCESS. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS, SELECT THE "DECLINE" BUTTON AND THE IMPLEMENTATION PROCESS WILL BE DISCONTINUED. 1. DEFINITIONS. "Software" means the identified above in binary form, any other machine readable materials (including, but not limited to, libraries, source files, header files, and data files), any updates or error corrections provided by FCC, and any user manuals, programming guides and other documentation provided to you by FCC under this Agreement. “Use” or “Using” means storing, loading, installing, executing or displaying the Software or otherwise benefiting from using the functionality of the Software in accordance with the Documentation. 2. PRODUCT DESCRIPTION. This product may include (i) one or more software programs, (ii) one or more databases of map or chart data, (iii) one or more databases of other data, (iv) text and graphics, and/or (v) photographs (all such material is collectively referred to herein as the "Product"). Certain portions of the Product may be owned by FCC, and other portions of the Product may be owned by one or more third parties, including without limitation one or more agencies or instrumentalities of the United States Government or other governments, and licensed to FCC for use as provided in this License Agreement. Your use of the Product is subject to all of the terms and conditions of this License Agreement. 3. LICENSE. FCC hereby grants to you a non-transferable, personal, non-exclusive license without license fees to use the Product during the License Term (as defined below) for your own benefit. FCC expressly reserves any and all rights which it may have in or to the Product which are not expressly licensed by FCC to you hereunder, including but not limited to any and all such copyrights, patent rights and other intellectual property rights. In no event shall you make any use of the Product for commercial purposes except as expressly permitted herein. 4. LICENSE TERM. The term of the license granted to you hereunder will commence upon your acceptance of the terms of this License Agreement and will continue indefinitely thereafter unless and until the License Term shall be terminated as provided herein. The License Term may be terminated as follows: (a) You may terminate the License Term at any time, with or without cause, effective upon your delivery of written notice of termination to FCC by e-mail at info@flchamber.com. (b) The License Term shall terminate immediately and without notice if (i) you shall be in breach of any material provision hereof, (ii) you shall file a voluntary petition in bankruptcy, any involuntary petition in bankruptcy shall be filed against you, or you shall be adjudicated bankrupt, (iii) you shall become insolvent, shall make an assignment for the benefit of your creditors, or shall make any arrangement pursuant to any bankruptcy or insolvency law, or (iv) a receiver shall be appointed for you or your business. (c) Either party may terminate this Agreement immediately should any Software become, or in either party’s opinion be likely to become, the subject of a claim of infringement of any intellectual property right. 5. EFFECT OF TERMINATION OF THE LICENSE TERM. All of the provisions of this License Agreement, which are not expressly limited to the period of the License Term, including without limitation the provisions regarding disclaimers of warranties, limitations of liability, remedies and proprietary rights, shall survive the termination of the License Term. Promptly following the termination of the License Term, you shall remove any and all access to the product via web and any other electronic connectivity. 6. RESTRICTIONS. The Software is owned by FCC and all associated intellectual property rights are retained by FCC. Your license confers no title or ownership in the Software and should not be construed as a sale of any right in the Software. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of FCC and you will not acquire any rights to the Software except as expressly set forth in this license. No right, title or interest in or to any trademark, service mark, logo or trade name of FCC or its licensors is granted under this Agreement. You agree that you will not attempt to reverse compile, modify, translate, or disassemble the Software in whole or in part or otherwise attempt to discover the source code of the Software. Any such information supplied by FCC and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the FCC Information Services Department. Any such unauthorized use shall result in immediate and automatic termination of this license. 7. TRADEMARKS AND LOGOS. You acknowledge and agree as between you and FCC that FCC owns the CHAMBER PERKS trademarks and all CHAMBER PERKS-related trademarks, service marks, logos and other brand designations ("CP Marks").You agree to comply with the FCC Trademark and Logo Usage Requirements and acknowledge any use of the “CP Marks” not addressed in this Agreement must be preapproved in written form by FCC prior to any such usage. Any use you make of the “CP Marks” inures to FCC's benefit. 8. THIRD PARTY WEBSITE ACCESS. The Software allows you to access third party websites ("Third Party Sites"). Your access to and use of any Third Party Sites, including any goods, services or information made available from such sites, is governed by the terms and conditions found at each Third Party Site, if any. Third Party Sites are not owned or operated by FCC. YOUR USE OF THIRD PARTY SITES IS AT YOUR OWN RISK. FCC MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SITES. 9. LIMITED WARRANTY. FCC represents and warrants to you that (i) all portions of the Product are either owned by FCC or licensed to FCC pursuant to a license agreement which grants to FCC the right to grant to you the license described in this License Agreement, (ii) your use of the Product as described herein will not infringe upon any patent, copyright, trade secret or other proprietary right of any third party. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, FCC MAKES NO WARRANTY WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT OR ITS CAPABILITY, VALIDITY, ACCURACY OR RELIABILITY. FCC HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, AND YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL BEAR THE ENTIRE RISK WITH RESPECT TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, FCC DOES NOT MAKE ANY REPRESENTATION OR WARRANTY THAT THE INFORMATION CONTAINED IN THE PRODUCT WILL BE ACCURATE, OR THAT YOUR SYSTEM WILL BE ABLE TO OPERATE THE PRODUCT WITHOUT INTERRUPTION. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific rights, and you may also have other rights, which vary from state to state. 10. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL FCC OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN FCC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will FCC's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by you for Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose. Some states do not allow the exclusion of incidental or consequential damages, so some of the terms above may not be applicable to you. 11. SOFTWARE UPDATES. You acknowledge that, as determined by FCC, optional features of the Software may download, install, and/or execute applets, applications, software extensions, and updated versions of the Software from FCC ("Software Updates"). You consent to such updates as determined by FCC and acknowledge the Software Updates will be considered part of the Software and subject to the terms and conditions of this Agreement whether or not notice of such updates is provided. 12. GENERAL. You acknowledge that you have read this Agreement, understand it, and that by selecting the “ACCEPT: button at the bottom of this Agreement and by using the Software you agree to be bound by its terms and conditions. You agree that it is the complete and exclusive statement of the agreement between FCC and you, and supersedes any proposal or prior agreement, oral or written, and any other communication between FCC and you relating to the subject matter of this Agreement. No additional or any different terms will be enforceable against FCC unless FCC gives its express consent, including an express waiver of the terms of this Agreement, in writing signed by an officer of FCC. You further agree that this Agreement may be updated in the future, with or without notice to you, and acknowledge and consent that such updates to this Agreement will be binding to you. The current version of this Agreement shall be available for review at http://www.chamberperks.com/docs/perksrequestform.htm. You assume full responsibility for the use of the Software and agree to use the Software legally and responsibly. This Agreement is deemed entered into in Tallahassee, Florida by both parties. Should any provision of this Agreement be declared unenforceable in any jurisdiction, such provision shall be deemed severable from this Agreement and shall not affect the remainder hereof. FCC reserves all rights in the Software not specifically granted in this Agreement. 13. ARBITRATION. If any dispute or controversy shall arise between FCC and you with respect to the Product, this Agreement, or any rights or obligations hereunder, and if such dispute or controversy shall not have been resolved within ten (10) business days next following the date upon which such dispute or controversy shall have arisen, then except as otherwise provided in this Paragraph 13, such dispute or controversy shall be submitted to the Tallahassee, Florida office of the American Arbitration Association for arbitration by one arbitrator in accordance with the American Arbitration Association's commercial arbitration rules as then in effect. Such arbitrator shall be authorized to award any relief which he or she may deem proper in the circumstances, without regard to the relief that would otherwise be available in a court of law or equity, including without limitation an award of money damages, equitable relief, attorneys fees, and other arbitration and litigation costs and expenses. Any such award, and the findings of such arbitrator, shall be conclusive and binding upon the parties hereto, and judgment upon such award may be entered in any court of competent jurisdiction, which is described in Paragraph 14 below. Notwithstanding the foregoing, FCC shall have the right to file an action in a state or federal court described in Paragraph 14 below, without submitting such dispute or controversy to arbitration, if in good faith FCC seeks a remedy in nature of a temporary restraining order or a temporary or permanent injunction. 14. GOVERNING LAW. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws provisions. Except as otherwise provided in Paragraph 13 above, any litigation regarding the interpretation, breach or enforcement of this Agreement or of any arbitration award issued pursuant to the terms of Paragraph 13 above shall be filed in a state court of appropriate jurisdiction located in Leon County, Florida or in a federal court of appropriate jurisdiction in the Northern District of Florida, and each of the parties hereto hereby submits itself to the exclusive jurisdiction of such courts for such purposes. 15. ASSIGNMENT. Your rights and obligations hereunder are personal to you and are not subject to voluntary or involuntary alienation, transfer, delegation or assignment by you. For purposes hereof, your rights and obligations hereunder shall be deemed to be alienated, transferred, delegated or assigned if you shall be merged or consolidated with or into any other entity, or if you shall be controlled by any person or entity other than the persons and entities which control you as of the date hereof. The rights and obligations of FCC hereunder shall inure to the benefit of and be binding upon FCC's successors and assigns. 16. WAIVER. Failure to insist upon strict compliance with any of the terms or conditions hereof shall not be deemed a waiver or relinquishment of such term or condition, nor shall any waiver or relinquishment of any right or remedy hereunder at any one or more times be deemed a waiver or relinquishment of such right or remedy at any other time or times.
I accept the terms of the license agreement
I do not accept the terms of the license agreement
