TRIAL AGREEMENT FOR ELECTRIC VINE PRODUCT
THIS AGREEMENT FOR ELECTRIC VINE’S PRODUCT (THIS “AGREEMENT”) APPLIES TO YOUR USE OF THE ELECTRIC VINE PRODUCT (AS DEFINED BELOW) PROVIDED BY ELECTRIC VINE, INC. DOING BUSINESS AS BULLSEYE LOCATIONS (“BULLSEYE LOCATIONS”). PLEASE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY.
BY USING THE BULLSEYE LOCATIONS PRODUCT (OR ANY PORTION THEREOF), YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; (B) YOU UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (C) YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE ANY PORTION OF THE BULLSEYE LOCATIONS PRODUCT. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE UPON WHICH YOU FIRST USE THE BULLSEYE LOCATIONS PRODUCT.
Recitals
1.1 The Bullseye Locations Product (the “Product") consists of “Bullseye” a hosted comprehensive, integrated, trackable store locator software solution (the "Bullseye Locations Product"), as the contents may be amended by Bullseye Locations from time-to-time to reflect changes to the Product and/or the applicable license terms for components of the Product.
1.2 The Product may be provided in several subscription formats (“Subscriptions”) including free subscriptions (“Free Subscriptions”), paid subscriptions (“Paid Subscriptions”), and trial subscriptions (“Trial Subscriptions”). The features associated with each subscription may be amended from time to time in Bullseye Location’s sole discretion to reflect changes in and updates to the Product.
1.3 The Agreement is being entered into to allow you to utilize one or more of our subscription services for a period of time (the “Subscription Period”) beginning on the subscription start date. (the “Subscription Start Date”). In the event of a new registration the Subscription Start Date will be the date of registration. In the event of an upgrade from a Trial Subscription or Free Subscription to a Paid Subscription, the Subscription Start Date will be the date of the upgrade.
The duration of the subscription period for Paid Subscriptions is established during registration or through the upgrade process. You can choose to pay monthly or pre-pay annually. Monthly subscriptions are automatically renewed each month on the month anniversary of the subscription start date. Annual subscriptions automatically renew on the anniversary of the subscription start date. You may upgrade your subscription level at any time during the subscription period. Upgrades are pro-rated based on the number of days remaining in the subscription period. You may also downgrade your subscription during the subscription period. Downgrades are effective on the next anniversary of your subscription period.
If your subscription is a Trial Subscription, your subscription period will be the length of the free trial as established during the registration process. At any point during the Trial Subscription, you can upgrade your Subscription at which time a new Subscription Period is established beginning with the date of upgrade. If you have not upgraded by the end of the Trial Subscription Period, your subscription will automatically revert to a Free Subscription.
If your subscription is a Free Subscription, your subscription period will be monthly and will renew automatically on the monthly anniversary of your registration date. At any point during the subscription period, you may upgrade your Subscription at which time a new Subscription Period is established beginning with the date of upgrade. Bullseye Locations may from time to time and at its own discretion modify the features available in the Subscriptions. Bullseye Locations also can at any time eliminate Free Subscriptions upon 30 days notice.
Licenses
2.1 Grant of License. Subject to the terms and conditions of this Agreement, Bullseye Locations hereby grants to you, during the Subscription Period, a nonexclusive, nontransferable, nonsublicensable, revocable and limited license to use the Bullseye Locations Product.
2.2 Reservation of Rights. All rights not expressly granted under this Agreement are reserved to Bullseye Locations. You will not: (a) modify, translate or create derivative works of the Bullseye Locations Product; (b) decompile, reverse engineer or reverse assemble any portion of the Bullseye Locations Product; (c) sell, assign, sublicense, rent, lease, loan, provide, distribute or otherwise transfer all or any portion of the Bullseye Locations Product(e) remove or alter any trademark, logo, copyright or other proprietary notices associated with the Product; or (f) cause or permit any other party to do any of the foregoing.
2.3 Should you wish to embed Google Maps, a Google Inc. product, in the Bullseye Locations Product, it can be provided as a convenience. In such event, Bullseye Locations does not charge for Google Maps implementation, integration or service, but has no responsibility for, and provides no warranty of any kind, with respect to the functionality, reliability or accuracy of Google Maps. By using Google Maps, you agree to abide by the Google Maps Terms of Service which may be modified by Google from time to time.
Confidentiality
3.1 Non-Disclosure. The Bullseye Locations Product and any other information or materials acquired by you in connection with this Agreement that is not generally available to the public will constitute confidential information of Bullseye Locations (“Confidential Information”). Confidential Information may include, without limitation, information or data relating to the use, testing, evaluation, research, study, or technology in or relating to the Bullseye Locations Product. You will treat all Confidential Information as confidential and proprietary information of Bullseye Locations and will use such Confidential Information solely in connection with its performance of this Agreement. You will not disclose Confidential Information to any person or entity, except that you may disclose such information on a need-to-know basis to its employees who have agreed to comply with your confidentiality obligations under this Agreement. Your obligation to maintain the confidentiality of such information shall not apply to information, other than the Product, that you are able to show through written documentation (i) was known to you before receiving such information without breach of confidentiality obligations to Bullseye Locations by itself or a third party, (ii) is in the public domain, or (iii) that you have received from a third party who was legally entitled to make an unrestricted disclosure.
3.2 Feedback. Any feedback that you provide under this Agreement, such as results from tests and evaluations of the Product, or other such feedback (collectively, “Feedback”) shall be voluntary, and shall not create a confidentiality obligation on Bullseye Locations. You will not provide any Feedback to Bullseye Locations that is subject to any confidentiality obligations or intellectual property rights of any third parties. Bullseye Locations shall be free to use, reproduce, license, or otherwise exploit the Feedback for any purposes.
3.3 Return of Materials. For the avoidance of doubt, upon any expiration or termination of this Agreement, all rights granted to you under this Agreement will immediately terminate, and you will promptly delete all of the Bullseye Locations Product, and other materials received from Bullseye Locations hereunder. Upon request from Bullseye Locations, you will provide written confirmation of such deletion. The Product may include mechanisms which allow Bullseye Locations to disable or delete such software at the conclusion of the Subscription Period.
Disclaimer of Warranties; Limitation of Liability
4.1 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE BULLSEYE LOCATIONS PRODUCT AND SERVICES (IF ANY) ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NOTHING STATED IN THIS AGREEMENT WILL IMPLY THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ERRORS WILL BE CORRECTED.
4.2 Exclusion of Consequential Damages. IN NO EVENT WILL BULLSEYE LOCATIONS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, DISTRIBUTORS, OR LICENSORS (INCLUDING, BUT NOT LIMITED TO, ANY LICENSORS OF THIRD PARTY SOFTWARE) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT OR ANY RELATED AGREEMENTS, ANY USE OR INABILITY TO USE ANY SOFTWARE (INCLUDING, BUT NOT LIMITED TO, THE BULLSEYE LOCATIONS PRODUCT AND THIRD PARTY SOFTWARE) OR SERVICES (IF ANY) PROVIDED HEREUNDER OR UNDER ANY RELATED AGREEMENTS, EVEN IF BULLSEYE LOCATIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR CLAIM.
4.3 Limitation of Liabilities. In no event will Bullseye Location’s aggregate liability for any damages arising out of or relating to this Agreement or any related agreement, whether in contract, tort or otherwise, exceed One Hundred U.S. Dollars ($100.00 USD).
4.4 Injunctive Relief. Notwithstanding any terms to the contrary in this Agreement, Bullseye Locations shall have the right to obtain injunctive relief in case of any breach by you of this Agreement.
Indemnification
You will indemnify, defend and hold Bullseye Locations and its directors, officers, employees, suppliers, consultants, contractors and agents (“Bullseye Locations Indemnitees”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) resulting from any claim (including third-party claims), suit, action, or proceeding against any Bullseye Locations Indemnitees, whether successful or not, caused by, arising out of, resulting from, attributable to or in any way incidental to any breach of this Agreement or use of the Bullseye Locations Product by you or a party acting on your behalf.
General
6.1 Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of New Jersey, and the parties agree that any appropriate state or federal district court located in New Jersey, shall have the jurisdiction over any case or controversy arising hereunder and shall be the proper and exclusive forum in which to adjudicate such case or controversy.
6.2 Termination; Survival. The Agreement shall expire at the conclusion of the Subscription Period, provided that Bullseye Locations may terminate this Agreement on written notice to you: (a) in the event of a breach of the Agreement by you; or (b) if the Product should become, or, in Bullseye Location's reasonable opinion, has or is likely to become, the subject of third party claims of intellectual property infringement or trade secret misappropriation. You will immediately discontinue use of the Product upon expiration or termination of the Agreement; you acknowledge that the Product may include functions which disable the software therein upon expiration or termination of the Subscription Period. The following terms shall survive the termination of this Agreement: Section 2.3 (Reservation of Rights), Section 3 (Confidentiality), Section 4 (Disclaimer of Warranties; Limitation of Liability), Section 5 (Indemnification) and Section 6 (General).
6.3 Export Restrictions. You represent and warrant that you will not export, re-export, or transfer the Bullseye Locations Product without obtaining any necessary licenses or authorizations from the U.S. government and / or other governing bodies, as applicable.
6.4 Severability. If any part of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the remainder of this Agreement shall not be affected and such provision shall be deemed to be modified to the minimum extent necessary to make such provision consistent with applicable law, and such provision shall thereafter be enforceable.
6.5 Assignment. You may not assign this Agreement or its rights or obligations hereunder to any person or party, without Bullseye Location's prior written consent, which may be granted or withheld and Bullseye Location's sole discretion. Any attempt by you to assign this Agreement without Bullseye Location's prior consent shall be null and void. Subject to the foregoing, any permitted assignment shall be binding upon and inure to the benefit of each Party and its respective successors and assigns. Bullseye Locations may freely transfer, assign or delegate this Agreement or its rights and duties under this Agreement.
6.6 Entire Agreement. This Agreement represents the entire agreement and understanding between the parties regarding the Bullseye Locations Product and services (if any) provided hereunder. In the event that your purchase of the Product is made pursuant to a separate purchase order or other written instrument, any additional, different or conflicting terms included in such purchase order or other instrument are hereby deemed to be material alterations and notice of objection to and rejection of them is hereby given. Any such proposed terms shall be void and the terms of this Agreement shall control, and constitute the complete and exclusive statement of the terms and conditions of your use of the Product and any Bullseye Locations services.
Last Updated: January 1, 2022
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