Limited Use ReviewTrust SaaS Software License Agreement
IMPORTANT—READ CAREFULLY: This Limited Use Software License Agreement is a legal agreement between you as User (either an individual or a single entity) and Marketro LLC (Company) for the software that accompanies this License, which includes computer software operating in the Cloud through the users Web browser, and may include associated media, printed materials, “online” or electronic documentation, and Internet-based services including third party bots, modules, software, programs, platforms and utilities (“Software” or “System”).
Software as a service or SaaS is our Company software licensing and delivery model in which our Company software, ReviewTrust, is licensed on a subscription basis and is centrally hosted in the Cloud, and accessed by users via a web browser. ReviewTrust is sometimes referred to as "on-demand software".
YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE OR ANY OF ITS COMPONENTS, INCLUDING BUT NOT LIMITED TO, associated media, printed materials, “online” or electronic documentation, and/OR COMPANY Internet-based services . IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE OR ANY OF ITS COMPONENTS, INCLUDING BUT NOT LIMITED TO, associated media, printed materials, “online” or electronic documentation, and/OR COMPANY Internet-based services; YOU MAY RETURN IT WITHIN THIRTY (30) DAYS FOR A FULL REFUND IF YOU PAID IN ADVANCE. THERE IS NO MONEY BACK GUARANTEE IF YOU CHOSE TO USE THE FOURTEEN DAY FREE TRIAL PRIOR TO PAYMENT.
1. LICENSE.
Marketro LLC (‘‘Company’’) hereby grants you, and you accept, a non-exclusive and non-transferable license, to use the software ReviewTrust (the ‘‘System’’ or the "Software" or the "Licensed Program" or the "Program" or the "Platform" or the "Modules" or the "Components" or the "Cloud" or the "Services" or the “Database).
The ReviewTrust platform will consist of Audience Caster, Advanced Ad Sequencing, Inbox Caster, CasterSync and Audience Architect. Audience Architect will consist of five modules working together; Facebook Page Search, Similar Site Search, Interest Search, Post Search and Graph Search. You the User may subscribe to the ReviewTrust platform in its entirety using all of the components or subscribe to less than all of the components and this license applies to each and every component you the User chooses to subscribe to.
2. AGE REQUIREMENT.
YOU MUST BE EIGHTEEN (18) YEARS OR OLDER TO ACCESS OR PURCHASE THIS PLATFORM/SYSTEM. IF YOU ARE UNDER EIGHTEEN YEARS OF AGE, YOU ARE NOT PERMITTED TO ACCESS OR PURCHASE THIS PLATFORM/SYSTEM FOR ANY REASON.
3. SYSTEM AND SOFTWARE ACCESS.
To access this System or Software or some of the resources, modules or platforms it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of this System and Software that all the information you provide will be correct, current, and complete. If our Company believes the information you provide is not correct, current, or complete, we have the right to refuse you access to this System or any of its resources, and to terminate or suspend your access at any time, without notice.
4. TERM.
This License Agreement is effective until terminated. You may terminate it at any time by canceling your subscription(s).
5. AUTHORIZED USE OF SYSTEM.
You are responsible for any and all costs associated with any third party services.
Third party companies post Terms Of Service (TOS), policies, use prohibitions and other legal documents that you must comply with to access and use their services.
You agree to use the Marketro LLC services, products, techniques and strategies at your own risk. You, the Client, agree Marketro LLC shall have no liability for any adverse consequences for your use of our Company services, products and strategies.
You agree that Marketro LLC is not responsible for any third party security or lack thereof.
You agree that Marketro LLC is not responsible for third party or lack of third party encryption or stolen content including messages, photos, videos, sketches, mobile webpages, content and other information.
You agree that Marketro LLC is not responsible for any third party program or usage costs whatsoever.
You agree that Marketro LLC is not responsible for malicious web-links and viruses from the Marketro LLC system as well as third party programs and systems.
You agree that Marketro LLC is not responsible for copyright infringement or unauthorized sharing of files, images, PDFs, documents, or spreadsheets from the Marketro LLC system as well at third party programs and systems.
You agree that Marketro LLC is not responsible for third party feature malfunctions and other third party system and program errors.
You agree that Marketro LLC is not responsible for third party adverse consequences which may include, but are not limited to the following: Third party use prohibitions and/or Third party policies; You agree that you alone bear the risk of any action taken by a third party against you. See the section RISK NOTICE AND DISCLAIMER, within this agreement.
6. USE RESTRICTIONS.
You agree to take reasonable measures to maintain the security of the Marketro LLC System.
7. PROPRIETARY RIGHTS.
You acknowledge and agree that the Marketro LLC System is the sole and exclusive property of Marketro LLC, and the System and its components are licensed to you only for the term of this License and strictly under the terms hereof. Marketro LLC owns all right, titles, and interest in and to the content in the System and all the system components. Except for the limited rights given to you herein, all rights are reserved by Marketro LLC.
Third Party systems and software including but not limited to third party bots, components, modules, software, programs and utilities are owned by the respective third parties and are not owned or controlled by Marketro LLC. See section THIRD PARTY REFERENCES within this agreement.
8. RESERVATION OF RIGHTS AND OWNERSHIP.
Marketro LLC reserves all rights not expressly granted to you in this Software License. The Software is protected by copyright and other intellectual property laws and treaties. Marketro LLC or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold.
9. THIRD PARTY REFERENCES.
The Marketro LLC System may reference third parties which are not maintained by, or related to, our Company. Any reference to such third parties are provided as a service to users and are not sponsored by or affiliated with our Company. Our Company has not reviewed any or all of such third parties and is not responsible for any third party activities or business practices. Third party companies are to be used or accessed at the user's own risk, and our Company makes no representations or warranties about the content, completeness or accuracy of third party companies. Further, the inclusion of any reference to a third-party company does not necessarily imply endorsement by our Company of that company.
10. TERMINATION.
If you should fail to perform in the manner required in this License, this License shall terminate and Marketro LLC may exercise any rights it may have. All provisions of this License with regard to the protection of the proprietary rights of Marketro LLC shall continue in force after such termination.
11. WARRANTIES, INDEMNITIES, AND LIMITATION OF LIABILITY.
THE SYSTEM IS PROVIDED ‘‘AS IS,’’ WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. MARKETRO LLC NEITHER GIVES NOR MAKES ANY OTHER WARRANTIES OR REPRESENTATIONS UNDER OR PURSUANT TO THIS LICENSE.
Marketro LLC does not warrant, guarantee or make any representations that the functions contained in the System will meet your particular requirements or that the operation of the System will be uninterrupted or error free. The entire risk as to the results and performance of the System is assumed by you. If the System is defective in workmanship or materials and Marketro LLC is given timely notice thereof, Company's sole and exclusive liability and your sole and exclusive remedy, shall not exceed the total monthly subscription paid or payable to Company.
In the event of a defect in the system covered by this warranty, Marketro LLC will refund the monthly subscription paid or payable to Company for that month and terminate your membership if Company chooses. The foregoing states your sole remedy and Marketro LLC 's sole obligation in the event of the occurrence of a defect coming within the scope of the Limited Warranty.
IN NO EVENT SHALL MARKETRO LLC , ITS SUPPLIERS, OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE PLATFORM, SYSTEM OR DOCUMENTATION BE LIABLE FOR ANY LOSS OF ANY KIND OR FOR LOST PROFITS, LOST SAVINGS, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO THE USE OR INABILITY TO USE THE SYSTEM, EVEN IF MARKETRO LLC OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO ANY CLAIM OR CAUSE WHATSOEVER WHETHER SUCH CLAIM OR CAUSE IS IN CONTRACT, TORT OR OTHERWISE.
The limited warranty set forth above is in lieu of all other express or implied warranties, whether oral or written. The agents, employees and distributors of Marketro LLC are not authorized to modify this warranty, nor to make additional warranties binding on Marketro LLC. Accordingly, additional statements such as distributor representations, whether written or oral, do not constitute warranties of Marketro LLC and should not be relied upon as a warranty of Marketro LLC. In no case shall Marketro LLC 's liability exceed the cost of the total monthly subscription paid or payable to Company.
You agree to indemnify and hold Marketro LLC, its suppliers, and all of their officers, directors, employees and agents, as well all those individuals or organizations providing information for the Platform/System, harmless from any and all claims of third parties resulting from or incidental to your use or operation of the Platform/System, or arising from any breach by you of any provisions of this License. Marketro LLC may, at its option, institute or defend any action arising out of the aforesaid clauses with counsel of its own choice.
You understand that our Company cannot and does not guarantee or warrant that Software or System available for downloading from the Internet or for use in the Cloud or for use in your browser, will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this Software and System for the reconstruction of any lost data. Our Company does not assume any responsibility or risk for your use of the Software or System.
The System is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by Company. Investors, borrowers, and other persons should use the System in the same manner as any other educational medium and should not rely on the System to the exclusion of their own professional judgment. Information obtained by using this System is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals.
All of the information in this System, whether historical in nature or forward-looking, speaks only as of the date the System is offered and Company does not undertake any obligation to update such System after it is offered or to remove such System if it is not, or the System is no longer, accurate or complete.
[Some states do not allow exclusions or limitations of implied warranties or liability in certain cases, so the above exclusions and limitations may not apply to you.]
12. TRADEMARKS
Trademarks, service marks, and logos appearing in this System are the property of Company or the party that provided the trademarks, service marks, and logos to Company. Company and any party that provided trademarks, service marks, and logos to Company retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this System.
Third Party systems and software trademarks, service marks, and logos appearing, including but not limited to third party bots, components, modules, software, programs and utilities are owned by the respective third parties and not Marketro LLC.
13. CONFLICTS & ARBITRATION
This Licensing Agreement will be governed and interpreted pursuant to the laws of New Jersey, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in New Jersey in connection with any dispute between you and Company arising out of this Licensing Agreement or pertaining to the subject matter hereof.
The parties agree that any claim or dispute between them, or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, including the validity of this arbitration clause, that cannot be settled within six months after the time the dispute has been raised by one party regarding the interpretation of any provision of this agreement, and nothing else, shall be settled by binding arbitration. Any such arbitration proceeding, including the interpretation of this agreement, shall be conducted in Montclair, New Jersey under the laws of the State of New Jersey and in accordance with the rules of the American Arbitration Association or its successor. Any judgment upon an award rendered by the arbiters, including remedies of repossession, replevin, or other remedies where property would be subject to reclamation or disposition, may be entered in the Federal and State Courts of the State of New Jersey and in any other New Jersey Court having jurisdiction. The arbiters shall not have the power to amend this agreement in any respect. In the event a court having jurisdiction finds any portion of this agreement unenforceable, that portion shall not be effective and the remainder of the agreement shall remain effective. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16. Each party shall bear and be responsible for their own costs and attorney fees.
The parties to this Licensing Agreement each agree that the exclusive venue for any dispute between the parties arising out of these Licensing Agreement or pertaining to the subject matter of this Licensing Agreement will be in Montclair, New Jersey. If any part of this Licensing Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. This Licensing Agreement constitutes the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain.
You agree that you will not join any other party in any dispute you have with Company and that you must bring any action under this agreement as a sole individual or sole entity.
The terms constituting this offering are set forth in writing in this Licensing Agreement. Whether or not you choose to print this License, containing the terms and conditions as described herein, you agree that this contract constitutes a writing.
This Agreement is being written in U.S.A. English, which is to be the official language of the contract's text and interpretation. If you do not agree with the above terms and conditions, OR ANY PART OF THIS LICENSING AGREEMENT, YOU HAVE THE RIGHT TO NOT PARTICIPATE IN COMPANY'S OFFERINGS.
14. RISK NOTICE AND DISCLAIMER.
The Marketro LLC System and Software allows users to enhance capabilities of third party companies unrelated to Marketro LLC. Third party companies post Terms Of Service (TOS), policies, use prohibitions and other legal documents that you must comply with to access and use their services. You, the Client, agree Marketro LLC shall have no liability for any adverse consequences for your use of our Company services, products and strategies. You agree that you alone bear the risk of any action taken by a third party against you.
15. USE PROHIBITIONS
You may not post, send, submit, publish, or transmit in connection with this System any material that:
Although under no obligation to do so, our Company reserves the right to monitor use of this System to determine compliance with your License, as well the right to revoke your License for any reason. Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither Company nor any third party that provides Content to Company will assume or have any liability for any action or inaction by Company or such third party with respect to any submission.
16. SECURITY.
Any passwords used for this System are for individual use only. You will be responsible for the security of your password (if any). Company will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Company considers insecure, Company will be entitled to require the password to be changed and/or terminate your account.
You are prohibited from using any services or facilities provided in connection with this System to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Company reserves the right to release your details to system administrators at other entities in order to assist them in resolving security incidents. Company reserves the right to investigate suspected violations of this License.
Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity of anyone using the System, or publishing or otherwise making available any materials that are believed to violate this License.
BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.
17. ReviewTrust WhiteLabel Licensing.
ReviewTrust SaaS products are one hundred percent rebrandable with your company name using our rebrandable solutions licensing. Our Company provides managed services for you where our in-house support staff provides our services under your brand.
As a WhiteLabel Licensee you are agreeing to all of our Company ReviewTrust SaaS license terms throughout this legal document, as well as these additional WhiteLabel Licensing terms, including but not limited to, the following:
You may not authorize other people to sell the product under your ReviewTrust WhiteLabel Licensing. You cannot grant any type of licensing rights to others.
You may not mention Company as the author or creator of any of the ReviewTrust WhiteLable SaaS products or materials in any way in your marketing, development of products or usage of these materials.
WhiteLabel Licensee is solely an Independent Entity when acting as a WhiteLabel Licensee. No partnership, joint venture or other legal entity is created between Company and WhiteLabel Licensee. WhiteLabel Licensee is responsible for any taxes due and must submit all necessary tax forms to Marketro LLC when requested.
WhiteLabel Licensee represents and warrants to Company, that WhiteLabel Licensee has read and understands the Company Policies that are set forth on our web site and agree to the terms set forth therein.
Company reserves the right to amend this agreement as needed from time to time, and WhiteLabel Licensee agrees that any and all such amendments will apply to WhiteLabel Licensee . The starting of or continuation of WhiteLabel Licensee status, promoting or marketing the Company WhiteLabel Company products or services, or WhiteLabel Licensee 's acceptance of WhiteLabel Licensee subscription, shall constitute WhiteLabel Licensee 's acceptance of this agreement and any and all amendments. WhiteLabel Licensee agrees to review this agreement for any changes or additions, monthly or at the beginning of each WhiteLabel Licensee subscription cycle, whichever is sooner. The date of the last change or addition to this agreement is posted at the end of this document.
All WhiteLabel Licensees must be 18 years of age or older. If you are under 18 years of age you are not permitted to be a WhiteLabel Licensee .
WhiteLabel Licensee agrees to receive e-mail from our Company, including but not limited to, sales reports, training, promotional resources, newsletters and other correspondence.
WhiteLabel Licensee agrees to only present Company, Company products and services as set forth in the official Company Website or Company marketing materials. WhiteLabel Licensee will make no claims regarding potential income, earnings, products, or services beyond what is stated at the official Company Website. WhiteLabel Licensee also agrees not to reproduce earnings checks or distribute earnings checks in any form or by any means.
WhiteLabel Licensee agrees not to disparage Company, Company products or services other Company WhiteLabel Licensees in any manner. WhiteLabel Licensee understands that disparagement may result in the immediate suspension or termination of WhiteLabel Licensee's account without refund.
SPAM PROHIBITED
Company has zero tolerance toward any WhiteLabel Licensee s associated with spam. The accounts of WhiteLabel Licensees associated with spam are immediately terminated as soon as the violation is verified, without refund.
Company will immediately terminate any WhiteLabel Licensee account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk e-mail. Company will report spam, along with all the spammer's identifying information, to the Federal Trade Commission and other agencies for civil and criminal prosecution.
For the purpose of this agreement SPAM is defined as e-mailing ANYONE, in bulk or by single mailing, about Company, Company products or services, who has not specifically requested the information directly from WhiteLabel Licensee . Mailings to names or lists that have been purchased, including but not limited to so called safe lists or co-reg lists, regardless of the opt-in procedures, are not permitted. Company considers ANY type of advertisement about Company, Company products or services, posted to a Newsgroup or Chat Room, in violation of their posting rules, to be spam.
WhiteLabel Licensee agrees to comply with all U.S. State and Federal spam laws, including but not limited to the Federal CAN-SPAM Act.
Because damages are often difficult to ascertain, if actual damages cannot be reasonably calculated then you as WhiteLabel Licensee agree to pay Company liquidated damages of $500 for each piece of spam or unsolicited e-mail transmitted from or otherwise connected with your account, or actual damages, whichever is higher, to the extent such actual damages can be reasonably calculated.
FEDERAL TRADE COMMISSION (FTC) COMPLIANCE
WhiteLabel Licensee agrees to comply with all U.S. State and Federal marketing laws, including but not limited to the FTC marketing guidelines.
OTHER PROHIBITED PRACTICES
Company reserves the right to refuse a WhiteLabel license, or to cancel a WhiteLabel license, for any reason it deems necessary and said reason or reasons shall be in the sole discretion of Company.
NO INCOME CLAIMS ARE MADE
Company makes no representations or warranties whatsoever, regarding potential income that may result from participation in Company's WhiteLabel Licensee Program and Company specifically disclaims any and all warranties, express or implied, in regards to a WhiteLabel Licensee's earning potential.
ANY EARNINGS OR INCOME STATEMENTS, OR EARNINGS OR INCOME EXAMPLES, ARE ONLY ESTIMATES OF WHAT WE THINK YOU COULD EARN. THERE IS NO ASSURANCE YOU'LL DO AS WELL. IF YOU RELY UPON OUR FIGURES, YOU MUST ACCEPT THE RISK OF NOT DOING AS WELL.
WHERE SPECIFIC INCOME FIGURES ARE USED, AND ATTRIBUTED TO AN INDIVIDUAL OR BUSINESS, THOSE PERSONS OR BUSINESSES HAVE EARNED THAT AMOUNT. THERE IS NO ASSURANCE YOU'LL DO AS WELL. IF YOU RELY UPON OUR FIGURES; YOU MUST ACCEPT THE RISK OF NOT DOING AS WELL.
ANY AND ALL CLAIMS OR REPRESENTATIONS, AS TO INCOME EARNINGS ON COMPANY WEB SITE, ARE NOT TO BE CONSIDERED AS AVERAGE EARNINGS. TESTIMONIALS ARE NOT REPRESENTATIVE.
THERE CAN BE NO ASSURANCE THAT ANY PRIOR SUCCESSES, OR PAST RESULTS, AS TO INCOME EARNINGS, CAN BE USED AS AN INDICATION OF YOUR FUTURE SUCCESS OR RESULTS.
MONETARY AND INCOME RESULTS ARE BASED ON MANY FACTORS. WE HAVE NO WAY OF KNOWING HOW WELL YOU WILL DO, AS WE DO NOT KNOW YOU, YOUR BACKGROUND, YOUR WORK ETHIC, OR YOUR BUSINESS SKILLS OR PRACTICES. THEREFORE WE DO NOT GUARANTEE OR IMPLY THAT YOU WILL WIN ANY INCENTIVES OR PRIZES THAT MAY BE OFFERED, GET RICH, ORTHAT YOU WILL DO AS WELL, OR MAKE ANY MONEY AT ALL. THERE IS NO ASSURANCE YOU’LL DO AS WELL. IF YOU RELY UPON OUR FIGURES; YOU MUST ACCEPT THE RISK OF NOT DOING AS WELL.
INTERNET BUSINESSES AND EARNINGS DERIVED THEREFROM, HAVE UNKNOWN RISKS INVOLVED, AND ARE NOT SUITABLE FOR EVERYONE. MAKING DECISIONS BASED ON ANY INFORMATION PRESENTED IN OUR PRODUCTS, SERVICES, OR WEB SITE, SHOULD BE DONE ONLY WITH THE KNOWLEDGE THAT YOU COULD EXPERIENCE SIGNIFICANT LOSSES, OR MAKE NO MONEY AT ALL. ONLY RISK CAPITAL SHOULD BE USED.
ALL PRODUCTS AND SERVICES BY OUR COMPANY ARE FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. USE CAUTION AND SEEK THE ADVICE OF QUALIFIED PROFESSIONALS. CHECK WITH YOUR ACCOUNTANT, LAWYER OR PROFESSIONAL ADVISOR, BEFORE ACTING ON THIS OR ANY INFORMATION.
USERS OF OUR PRODUCTS, SERVICES AND WEB SITE ARE ADVISED TO DO THEIR OWN DUE DILIGENCE WHEN IT COMES TO MAKING BUSINESS DECISIONS AND ALL INFORMATION, PRODUCTS, AND SERVICES THAT HAVE BEEN PROVIDED SHOULD BE INDEPENDENTLY VERIFIED BY YOUR OWN QUALIFIED PROFESSIONALS. OUR INFORMATION, PRODUCTS, AND SERVICES ON THIS WEB SITE SHOULD BE CAREFULLY CONSIDERED AND EVALUATED, BEFORE REACHING A BUSINESS DECISION, ON WHETHER TO RELY ON THEM. ALL DISCLOSURES AND DISCLAIMERS MADE HEREIN OR ON OUR SITE, APPLY EQUALLY TO ANY OFFERS, PRIZES, OR INCENTIVES, THAT MAY BE MADE BY OUR COMPANY.
YOU AGREE THAT OUR COMPANY IS NOT RESPONSIBLE FOR THE SUCCESS OR FAILURE OF YOUR BUSINESS DECISIONS RELATING TO ANY INFORMATION PRESENTED BY OUR COMPANY, OR OUR COMPANY PRODUCTS OR SERVICES.
WhiteLabel Licensee agrees to provide Company with a valid contact information upon registration.
Company is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily interfere with, disrupt or diminish Company services.
Company shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this Agreement or program, even where Company has been advised of the possibility of such damages. Company's total liability arising from this agreement or program shall not exceed the total monthly subscription paid or payable to Company.
Company pricing of products and services is totally within Company discretion and Company reserves the right to change the pricing structure, terminate any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advance notice to WhiteLabel Licensee.
Company reserves all rights in or to its trademarks and servicemarks and copyrights, although they may be used by WhiteLabel Licensee in accordance with this agreement. WhiteLabel Licensee may in no way display a Company logo, image, or trademark which may be distasteful, defame, or misrepresent Company in any way.
PROHIBITED WEBSITES
WhiteLabel Licensee agrees not to misrepresent Company products or services. WhiteLabel Licensee also agrees not to advertise Company products or services on Web sites that promote sexually explicit material, violence, Warez or pirated materials, or sites that promote discrimination based on race, sex, religion, national origin, or physical disability or sites that promote illegal activities.
Company reserves the right to terminate your WhiteLabel Licensee status for any reason in our sole and absolute discretion, including but not limited to the reasons set forth herein.
Company makes no warranties expressed or implied for the WhiteLabel Licensee Program except as outlined in this Agreement. WhiteLabel Licensee program is provided As Is.
WhiteLabel Licensee is solely and fully responsible for any and all costs and expenses WhiteLabel Licensee incurs in the marketing of the WhiteLabel Services provided by Company, Company products and services, and WhiteLabel Licensee agrees to hold Company harmless from same.
CONFLICTS & ARBITRATION
WHITELABEL LICENSEE AGREES THAT ANY CONFLICTS AND/OR DISPUTES ARISING BETWEEN COMPANY AND ANY WHITELABEL LICENSEE ARE TO BE SETTLED BY ARBITRATION AS STATED IN THE CONFLICTS & ARBITRATION SECTION OF THIS AGREEMENT. IF YOU DO NOT AGREE YOU HAVE THE RIGHT TO NOT PARTICIPATE IN COMPANY'S OFFERINGS.
In the event that any provision of this Agreement is held to be invalid or unenforceable, said provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.
The Company location is New Jersey and as an WhiteLabel Licensee you agree that this offering is made from the Company's location and shall be governed by the laws of the State where the Company is located, in the U.S.A..
This Agreement shall be governed by and construed in accordance with the laws of New Jersey, without regard to its conflict of laws rules. Any legal action arising out of this Agreement shall be litigated and enforced under the laws of the State where the Company is located, in New Jersey. In addition, you agree to submit to the jurisdiction of the courts of the State where the Company is located, and that any legal action pursued by you shall be within the exclusive jurisdiction of the courts of the city and state where the company is located.
The Company obligations and WhiteLabel Licensee remedies are solely and exclusively as described and limited in this agreement and if applicable, on the Company's Web site's WhiteLabel Licensee information. Company liability, whether based on contract, tort, warranty, strict liability, or other legal claim, shall not exceed the price of the individual monthly subscription, whose alleged defect or damage is the basis of the claim. In no event shall Company be liable for any loss of profits, loss of use, or other indirect, incidental, or consequential damage to WhiteLabel Licensee.
Company reserves all rights not expressly granted here.
18. ACKNOWLEDGMENT.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO ACKNOWLEDGE THAT THIS LICENSE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN MARKETRO LLC AND YOU, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR OTHER COMMUNICATIONS, WHETHER ORAL OR WRITTEN, BETWEEN YOU AND MARKETRO LLC RELATING TO THE SUBJECT MATTER OF THIS LICENSE. THIS LICENSE CANNOT BE MODIFIED OR AMENDED EXCEPT BY A FURTHER WRITTEN INSTRUMENT EXECUTED BY YOU AND MARKETRO LLC.
October 24, 2016