Tokeativity Connect Community End User License Agreement
1. Acceptance
This membership agreement (the “Agreement”) is between you (either an individual or entity, hereinafter referred to as “You” or “Your”) and Blisslandia, LLC (“Blisslandia”, “We”, “Our” or “Us”) and pertains to the Tokeativity Connect Community software, its components, features, enhancements, updates and modifications (collectively the “Software” or “Suite”) and any related services (“Services”) provided by Blisslandia under this Agreement.
By accessing, installing, facilitating the installation or using the Software or Services (or allowing or authorizing any other person to do so) you are warranting that you have the authority provided by your state, country or jurisdiction to enter into a legally binding contract and that you have read and agree to be bound by the terms of this Agreement. You understand and acknowledge that this Agreement comprises the entire agreement between You and Blisslandia. This Agreement supersedes any prior agreements, promises, representations or descriptions. If you do not agree with the terms and conditions set forth hereinafter, you may not purchase, download, access, install or use the Software or Services. This Agreement may only be modified in writing, signed by an officer of Blisslandia and You.
2. License Scope and Grant
In consideration for payment of all applicable license fees and subject to the terms and conditions of this Agreement, Blisslandia grants you a revocable, limited and non-exclusive license to use the Software and Services, accessible via one URL. Access to services, components, software updates and technical support require an active membership. All rights in and to the Software and Services are reserved to the use and benefit of Blisslandia and/or its licensors, successors and assigners.
3. Restrictions
Your membership to use the Software and Services is subject to the following terms, conditions and restrictions on use:
(a) You may not utilize the Software or Services to engage in, facilitate, or otherwise allow others to engage in any activity that violates any law or regulation or the terms and conditions within this Agreement.
(b) You are solely responsible for complying with all governmental regulations and policies. You agree to indemnify Us from any loss, action or damage arising from Your failure to use the Software in a manner inconsistent with applicable legislation.
4. Intellectual Property
We have the sole and exclusive right to the Software which is being licensed, not sold, to you by Blisslandia under the terms and conditions of this agreement. The Software is protected by copyright, trademark and other intellectual property laws. Blisslandia reserves any rights not expressly granted herein.
5. NDA
(a) Before and during the course of the parties’ relationship, you may receive access to confidential information about the business of the Discloser that would be valuable to competitors and potentially harmful to the Discloser if disclosed or used without authorization. Regardless of whether it is oral, written, or kept in another medium, and regardless of whether or not it is marked as ‘confidential,’ such confidential information includes, but is not limited to business contacts, customers’ identities, contractors’ identities, and details of third parties’ business with the Discloser; trade secrets; information relating to the Discloser’s finances, contracts, services, business development, marketing plans, schedules, pricing, and strategies; confidential employee or personnel information; the Discloser’s inventions, methods, processes or any proprietary information used by the Discloser in connection with its business; and any information relating to the business or affairs of the Discloser that is not generally known to the public or the Discloser’s competitors (collectively, “Confidential Information”) all of the foregoing you hereby accept and acknowledge the Discloser has taken reasonable steps to maintain as confidential. Confidential Information does not include information: (a) that is now or becomes part of the public domain through no fault or breach by you; (b) that you can document you knew before disclosure by the Discloser; (c) that was independently developed without use of any Confidential Information or Discloser intellectual property; and (d) that you rightly obtained from a third party who had the right to transfer or disclose it. If you are subpoenaed or ordered by any court or government agency to disclose Confidential Information, you shall provide immediate written notice to the Discloser so it may take appropriate action to protect confidentiality.
(b) You agree that, during and after your relationship with the Discloser, you shall: (1) use the Confidential Information only in support of the Discloser’s business purposes; (2) hold the Confidential Information in confidence and trust; (3) disclose Confidential Information to third parties only for the Discloser’s business purposes, subject to the Discloser’s prior written approval; (4) use all precautions and best efforts to assure that Confidential Information is not disclosed to unauthorized persons or used in an unauthorized manner; and (5) obtain the Discloser’s written authorization prior to disclosing or using Confidential Information for any purpose or under any circumstances not for the benefit of the Discloser.
(c) This Agreement does not transfer any ownership rights to any Confidential Information. Upon the termination or conclusion of your relationship with the Discloser, or upon a request by the Discloser, you shall immediately return all property of the Discloser in your possession or control to the Discloser, whether or not the property contains Confidential Information or company developments. Upon termination or conclusion of your services for the Discloser, you shall not make or keep a copy of any Confidential Information, company developments, related documents or information, in any form.
(d) You understand that entering into and abiding by this agreement is a condition of your relationship with the Discloser. This agreement is not a promise from the Discloser that you will work with the Discloser for any definite period of time.
(e) You and the Discloser acknowledge that violation of this agreement may cause irreparable harm to the Discloser and that monetary damages and other remedies at law may be inadequate to redress any actual or threatened violation of this agreement. Each party agrees that, in addition to any other available relief or damages, either party may seek injunctive relief, without bond, in any court of competent jurisdiction to prevent or halt the violation of or to enforce this agreement.
(f) This agreement shall be construed and enforced under the laws of the State of Oregon. The forum for any dispute about rights and liabilities related to this agreement shall be within Multnomah County, Oregon. This Agreement will be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns, and will inure to their benefit. This Agreement is personal to you. You may not assign or delegate any of your rights or obligations under this Agreement to any person. This is the complete agreement between you and the Discloser in relation to its subject matter. This agreement supersedes all prior and contemporaneous agreements and understandings with respect to its subject matter. This Agreement may be signed in counterparts. An electronic transmission of a signature page will be considered an original signature page. If any provision or part thereof is determined to be unenforceable, the remaining provisions and parts thereof shall remain in full force and effect. The prevailing party in any court action (or appeal therefrom) relating to this agreement shall be entitled to recover its attorneys’ fees and all other costs and expenses.
6. Assignment
You may not rent, lease, sell, share or authorize or temporarily assign your rights to the license or this Agreement to another individual or entity except as expressly permitted herein.
(a) You may, after six months from the original purchase date, permanently transfer your licensing rights and interest in this Agreement to a third party, provided the license is active and in good standing. Any transfer and reassignment must occur via the mechanisms provided within the invisioncommunity.com client area and all applicable fees must be paid for the reassignment to be considered valid.
(b) You agree to provide this Agreement in its entirety to the assignee prior to reassignment and the assignee must agree to be bound to the terms of this Agreement.
(c) You acknowledge that account and non license specific materials and purchases, including, but not limited to: account credits and third party (“marketplace”) add-ons and purchases are non-transferrable under any circumstances.
(d) We reserve the right to refuse or reject reassignment at our sole discretion.
7. Termination
This Agreement shall remain in effect until terminated. Your rights under this Agreement will automatically terminate without notice from Us in the event you fail to comply with any term or condition within this Agreement. Upon termination of this Agreement, you shall immediately cease all use of the Software and destroy all copies, full or partial, of the Software that may be in your possession or otherwise under your control.
8. Modification
We reserve the right to amend or modify the terms of this Agreement at any time, and to change, discontinue or impose conditions on any aspect of the Software or related Service and to provide notification solely by posting an updated version of the Agreement on the invisioncommunity.com website. You acknowledge that you are solely responsible for regularly reviewing this Agreement and our policies. Continued use of the Software after modification to the Agreement constitutes your binding consent to such changes.
9. Disclaimer of Warranty
THE SOFTWARE IS PROVIDED “AS-IS” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW, USAGE OR OTHERWISE, REGARDING THE SOFTWARE AND ANY RELATED SERVICES, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES IS SECURE, OR IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT DEFECTS WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR OUR EMPLOYEES, REPRESENTATIVE OR AGENTS OR THROUGH OR FROM THE SOFTWARE OR OUR WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED WITHIN. THIS SECTION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, EMPLOYEES, AGENTS, CONTRACTORS OR OUR SUCCESSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO PERSONAL INJURY OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, COVER, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE USE OF, OR INABILITY TO USE, THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER EXCEED THE AMOUNT PAID BY YOU TO LICENSE THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THESE LIMITATIONS WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
11. Indemnification
You agree to fully indemnify and hold us, our successors, officers, directors, shareholders, partners, employees, agents, contracts and our successors harmless from and against any claim, suit, hearing, action, expense or demand, including without limitation to: all claims for damages, fees or costs (including attorneys’ fees), arising out of or related to the use of the Software and/or any related Services by you, your agents or representatives, anyone under your control, or by any third party using your equipment or accounts to use the Software or Services (for purposes of this section, collectively, “you”); the violation by you of any provision of this Agreement; the violation by you and any laws or regulations; or the infringement or misappropriation by you any copyright, trademark or any other intellectual property right, proprietary right, property right or any other right of ours or any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses and, as set forth above, be fully responsible for our attorneys’ fees.
12. Governing Law
The license and this Agreement are governed by and construed in accordance with the laws of the State of Virginia, United States of America. You hereby consent to exclusive jurisdiction and venue in the County of Bedford and State of Virginia. By agreeing to the terms of this Agreement, you are waiving any claims that you might otherwise have against Blisslandia based on the laws of other jurisdictions.
13. Severability
If, for any reason, a court of competent jurisdiction deems any provision or part of this Agreement to be unlawful or unenforceable, the remainder of the Agreement shall remain in full force and effect.