LET’S STRATEGIZE, LLC ##INSTALLATION LICENSE AGREEMENT ####This Installation License Agreement constitutes a valid and binding agreement (Agreement) between Let’s Strategize, LLC, (Licensor) and you and the organization you represent (collectively, Licensee) for the use of Content Organizer™ (Licensed Work) provided to Licensee by Licensor. By installing the Licensed Work, Licensee agrees to be bound by the terms of this Agreement. Licensee hereby waives any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law. ####Licensee understands and agrees that this Agreement does NOT grant Licensee full rights to use the Licensed Work, only to install it. If Licensee wishes to make full use of the Licensed Work, Licensee must purchase a use license from Licensor. ####Licensor reserves any right not expressly granted to the Licensee. The Licensed Work is fully protected by United States and International Copyright Laws and United States Trademark Laws. ####Definitions ##In this Agreement the following capitalized definitions are being used, singular as well as plural. ####“Affiliate” means any staff member of Licensor or other 3rd party corporation, company or other entity that directly or indirectly assists Licensor with the Licensed Work. ####“Confidential Proprietary Information” means any and all information provided to Licensee by Licensor, including, but not limited to, the Licensed Work, its documentation, trademarks, names, signs, logos, banners, and any other materials, in whatever form, owned and/or used by Licensor for the use and/or promotion of the Licensed Work as well as Licensor’s other products and activities. ####“Derivative Work” means creation of a new work by modification of Licensed Work. ####“Effective Date” means the date on which this Agreement is entered into. ####“IP Rights” means any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the Licensed Work, documentation, or Confidential Proprietary Information. ####License Granted ##Subject to the terms of this Agreement, Licensor hereby grants Licensee a limited, non-exclusive, non-perpetual, non-sub-licensable, nontransferable license to install the Licensed Work on Licensee’s Salesforce.com partition. ####Restrictions ##Licensee is restricted from any actions not explicitly granted by this Agreement, including, but not limited to, the following actions: ##A. Licensee shall not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Licensed Work or any part of it. ##B. Licensee shall not undertake, cause, permit or authorize the translation, reverse engineering, decompiling, disassembling or hacking of the Licensed Work or any part of it. ##C. Licensee shall not attempt to create any competing product or Derivate Work by use of the Licensed Work. ####Changes to Licensed Work ##Licensor, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Licensed Work. Licensee understands and agrees that Licensor has no obligation to make available to Licensee any subsequent versions of the Licensed Work, unless otherwise agreed. Licensee also agrees that Licensee may have to enter into a renewed version of this Agreement, in the event Licensee wants to install or use a new version of the Licensed Work. Furthermore, Licensee understands and agrees that Licensor is in no way liable for damages of any kind nor is Licensor obligated to assist Licensee in any way, should such changes cause loss of functionality, errors, or other such issues in Licensee’s current version of the Licensed Work or in Licensee’s Salesforce.com partition. ####Confidentiality ##Licensee understands and agrees that the Licensed Work and Confidential Proprietary Information provided to Licensee contains valuable confidential information and that unauthorized use is harmful to Licensor. As such, Licensee shall take all reasonable steps to at all times protect and maintain any confidential information regarding Licensor, its Affiliates, the Licensed Work, Confidential Proprietary Information, and IP Rights, strictly confidential. Licensee shall employ reasonable security precautions to prevent unauthorized persons from having access to any such confidential information. ####Exclusive Ownership ##Licensee understands and agrees that any and all IP Rights to Licensed Work, as well as in any Derivative Works created by Licensor, are the exclusive property of Licensor. Licensee understands and agrees that nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, Licensee. Licensee will not take any action to jeopardize, limit or interfere with such IP Rights. Licensee understands and agrees that any unauthorized use of IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including, but not limited to, copyright laws and trademark laws. Licensee agrees that Licensee will not remove, obscure, make illegible or alter any notices or indications of IP Rights and/or Licensor’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials. ####Disclaimer of Warranties ##THE LICENSED WORK IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; LICENSOR DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE LICENSED WORK, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. LICENSOR FURTHER DOES NOT REPRESENT OR WARRANT THAT THE LICENSED WORK WILL ALWAYS WORK PROPERLY WITHIN LICENSEE’S SALESFORCE.COM PARTITION IN AN UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE MANNER. LICENSEE ASSUMES ALL RISKS ARISING OUT OF LICENSEE’S USE OF THE LICENSED WORK, TO THE MAXIMUM EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSIONS AND LIMITATIONS AS SPECIFIED HERE AND TO THE LEAST EXTENT AS ALLOWED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO LICENSEE. ####Indemnification of Licensor ##Licensee represents and warrants that Licensee is authorized to enter into this Agreement and comply with its terms. Furthermore, Licensee represents and warrants that Licensee will at all times comply with Licensee’s obligations under this Agreement, as well as with any and all laws, regulations, and policies that may apply to Licensee’s use of the Licensed Work. Licensee agree to indemnify, defend and hold Licensor, Affiliates and the Licensor employees harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by Licensor, in connection with or arising out of Licensee’s violation or breach of any term of this Agreement or any applicable law or regulation, whether referenced within this Agreement or not; Licensee’s violation of any rights of any third party; or Licensee’s use or misuse of the Licensed Work. ####Limitation of Liability ##LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR AND ITS AFFILIATES WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM LICENSEE USE OF THE LICENSED WORK OR DERIVATIVE WORKS, AS SET FORTH BELOW. IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSE WORK OR DERIVATIVE WORKS, EVEN IF LICENSOR OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE’S ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE LICENSED WORK IS LIMITED TO REMOVAL OF THE WORK FROM LICENSEE’S SALESFORCE.COM PARTITION. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSIONS AND LIMITATIONS AS SPECIFIED HERE AND TO THE LEAST EXTENT AS ALLOWED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO LICENSEE. ####General Provisions ##Licensor reserves the right to modify this Agreement at any time by providing such revised Agreement to Licensee. Licensee’s continued use of the Licensed Work shall constitute Licensee’s acceptance to be bound by the terms and conditions of the revised Agreement. Licensee understands and agrees that this Agreement constitutes the entire agreement between Licensee and Licensor and that it supersedes all prior understandings and agreements, in whatever form. Should any term or provision of this Agreement be deemed invalid or unenforceable by a court of law, either in its entirety or in a particular application, the remainder of this Agreement still remains in full force and effect. The failure of Licensor at any time or times to require performance of any provisions of this Agreement in no way affects Licensor’s right at a later time to enforce the same unless the same is explicitly waived in writing and signed by Licensor. Licensor is allowed to at its sole discretion assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. ####BY USING THE LICENSED WORK, LICENSEE EXPRESSLY UNDERSTANDS THAT LICENSEE HAS READ THIS AGREEMENT; UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS CONTAINED WITHIN; AND EXPRESSLY CONSENTS TO BE BOUND BY IT. ####Payments##LICENSES WILL NOT BE ISSUED UNTIL PAYMENT HAS PROCESSED AND CLEARED.####Returns##ALL OR PARTIAL LICENSES MAY BE REQUESTED TO BE DEACTIVATED BY LICENSEE IF REQUEST IS RECEIVED IN WRITING BY LICENSOR WITHIN 5 BUSINESS DAYS OF ANNUAL LICENSE ACTIVATION DATE. ####ALL OR PARTIAL LICENSEES SCHEDULED FOR ANNUAL AUTOMATIC RENEWALS WILL NOT BE REFUNDED UNLESS LICENSEE ISSUES A REQUEST IN WRITING TO LICENSOR 30 DAYS PRIOR TO ANNUAL RENEWAL DATE.####© Let’s Strategize, LLC – 2018-2022
