CLICKVUE TERMS AND CONDITIONS
Clickvue (Carolina Broadcast News, Inc., dba Clickvue )hereby grants to Customer a non-exclusive and non-transferable license to use the library video programs identified in Section 10 to this Agreement (each a “Program”) on Customer’s social media and website under the terms and conditions of this Agreement. In the absence of any other agreement, any new update of a Program that may be provided by Clickvue to Customer shall be covered by this Agreement.
The License Fee is payable under terms agreed to at time of purchase and prior to Customer offering the Programs on Customer’s social media and website during that period. This Agreement will automatically renew for additional terms on the anniversary of the Effective Date unless Customer gives Clickvue written notice of intent not to renew (which may be by email) at least thirty (30) days prior to the end of the then current one year term. Clickvue will give Customer email notice of any change in annual fee at least forty-five (45) days prior to an upcoming renewal date, and renewal will be at the changed fee unless Customer elects not to renew as provided above. Payment of the License Fee installment will be due by the commencement of the payment period for which the License Fee installment is applicable. License Fees charged by Clickvue are exclusive of any sales or value added taxes. For administrative purposes, Clickvue will provide invoices for the annual License Fee on request.
Customer may request, in exchange for an optional Configuration Fee of $50 per video, a custom message at the beginning and/or at the end of a Library video. Customer will provide such materials in graphics files as reasonable specified by ClickVue. ClickVue agrees that it shall have no right to use such materials for any purpose other than configuration of the Program for Customer, and shall acquire no rights to Customer’s trademarks.Customer shall pay to ClickVue the amount due for the Configuration Fee prior to use of the Program.
- AUTHORIZED USE
Customer may allow visitors to Customer websites and social media websites (such as YouTube and Facebook) to access and view the Programs at those website locations. For each Program, Customer may not: (i) distribute, transfer, assign, rent, lease, sublicense or sell copies of the Program to others; (ii) use the Program to provide service bureau services or otherwise for the benefit of others; (iii) reverse engineer, decompile or disassemble any part of the Program, except and only to the extent that such activity may be expressly permitted under applicable law; (iv) modify or adapt or create derivative works based on any part of the Program; (v) make the Program available for download or for any access by the general public other than viewing on a website; or (vi) alter or remove or obscure any copyright notice or other proprietary rights notices on any part of the Program.
- COPYRIGHT AND OWNERSHIP
The Programs contain proprietary information protected by copyright laws, intellectual property laws, international treaty provisions and other applicable laws. The Programs are licensed, not sold. The copyright and all other rights, titles and interest in and to each Program (including without limitation any images, photographs, animation, video, audio, music and text incorporated into the Program) shall at all times remain with Clickvue and its licensors. Clickvue reserves all rights not expressly granted under this Agreement. Clickvue agrees to indemnify, defend, and hold Customer harmless from any claim by a third party that a Program or use of a Program as allowed under this Agreement infringes the intellectual property rights of such thirty party (a “Claim”), provided that in each case Customer: (i) promptly notifies Clickvue upon learning of the Claim; (ii) allows Clickvue to conduct the defense of the Claim; (iii) cooperates with Clickvue, as reasonably requested by Clickvue and at Clickvue’s expense, in the defense of the Claim and reduction of potential liability; and (iv) does not take any action to compromise or settle the claim without specific written approval of Clickvue.
Clickvue warrants that for the term of this agreement each Program will operate as the copy of the Program performs on the Download Site. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLICKVUE DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EITHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO EACH PROGRAM, EVEN IF CLICKVUE HAS REASON TO KNOW OF CUSTOMER’S PARTICULAR NEEDS. If implied warranties may not be disclaimed under applicable law, then any implied warranties with respect to any Program are limited in duration to ninety (90) days from the date Customer received the Program. Customer is responsible for determining that the information presented by a Program to users is correct and meets legal requirements applicable to Customer. ClickVue makes no representation as to the legal or mathematical accuracy of information displayed through use of the Program.
If a Program does not meet the performance warranty set forth above, ClickVue will make diligent, reasonable commercial efforts to cure such breach of warranty within ten (10) business days of delivery of written notice to Clickvue of the defect, which notice may be by email, and, if Clickvue is unable or unwilling to make the necessary correction, Customer shall be entitled to terminate this Agreement and receive a pro-rated refund of the payment of License Fees for the payment period in which termination occurs. The foregoing shall be Customer’s exclusive remedy and the entire liability of Clickvue for breach of the performance warranty or failure of Clickvue to cure such breach.
- LIMITATION OF LIABILITY
IN NO EVENT SHALL CLICKVUE, ITS AFFILIATES OR ITS LICENSORS BE LIABLE TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO ACCESS OR USE THE PROGRAMS, EVEN IF CLICKVUE HAS REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE THE MAXIMUM AGGREGATE LIABILITY OF CLICKVUE IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE LICENSE FEES PAID BY CUSTOMER FOR THE PROGRAMS DURING THE TWELVE MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.
The license granted under this Agreement shall remain in effect until terminated. Customer may terminate this Agreement at any time through non-renewal or notice to ClickVue. ClickVue may terminate this Agreement on 14 days’ written notice if Customer fails to comply with the terms and conditions contained herein and does not remedy such failure within the notice period. In the event of termination, except as specified in Section 6 above, ClickVue shall not be obligated to return any payments previously made by Customer. In the event of termination, whatever the cause, Customer must cease all further use of the Programs and shall certify in writing to ClickVue that all copies of the Programs in Customer’s possession have been removed from social media and deactivated from Customer’s website if applicable UNLESS at least one of the following is true: 1) The Customer is using customized video for which customer paid the applicable customization fee, or 2) The Customer has been a Customer in good standing for at least 12 months. If either condition applies to the Customer, Customer may retain the ClickVue videos on Customer’s social media pages, but may not use them on posts after the date of cancellation and must remove any ClickVue Video Library videos from the Customer’s website. Customer shall be liable to ClickVue for any damages related to, or resulting from, the Customer’s breach of this clause.
This Agreement shall become effective as of the Effective Date of acceptance of this agreement. Unless otherwise specified in this Agreement, any notice to be given hereunder shall be in writing and delivered personally or by commercial courier or registered, certified mail, postage pre-paid to the address above written, or such other address as either party may designate by written notice to the other. Notices shall be deemed received at the earlier of actual receipt or five (5) working days following mailing. Neither party may assign all or any portion of its rights or obligations under this Agreement to any third party without the prior written consent of the other party to this Agreement. Notwithstanding the foregoing, either party may assign all or any portion of its rights and obligations under this Agreement to any affiliate of such party and/or to any successor by way of merger or consolidation or in connection with the sale or transfer of all or substantially all of its business and assets relating to this Agreement without the consent of the other party to this Agreement. For purposes of this paragraph, “affiliate” means an organization that wholly owns, is wholly owned by, or is under wholly owned common control with, the referenced party. This Agreement shall be governed by and construed and enforced in accordance the laws of the State of North Carolina, U.S.A., without regard to conflict of laws provisions. Clickvue may use Customer’s name in promotional materials to identify Customer as a customer, provided that the use does not imply any special endorsement of Clickvue products or services. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall not be affected or impaired thereby. This Agreement may be modified or extended and the terms or covenants hereof may be waived only by a written instrument executed by both parties hereto, or in the case of a waiver, by the party waiving compliance. This Agreement constitutes the entire understanding between Customer and Clickvue with respect to license and use of the Programs, merging and superseding all prior agreements, understandings and representations. Clickvue will accept purchase orders for administrative convenience only, and terms of purchase orders that conflict with or supplement terms of this Agreement will be ignored. This Agreement may be executed in counterparts, which together will be considered a single document. Signatures delivered by facsimile or by electronic images of signed documents will be considered originals.
- Licensed Program(s): All library programs uploaded by Clickvue to the Download Site available at clickvue.com. Additional Programs may be added to the Download Site by Clickvue from time to time.
Download Site: www.clickvue.com, or, for Programs specially configured for Customer, an alternate location identified by Clickvue. Clickvue may change these locations from time to time by written notice to Customer, which may be by email.