Offerlink End User License Agreement
This End User License Agreement (this “Agreement”) is made between Cartera Commerce, Inc. (“Cartera”) and the end-user of Cartera’s software (the “Consumer”). Cartera’s Offerlink application (“Offerlink” or the “Application”) provides real-time offers and price comparisons as users shop online. This Agreement establishes the terms and conditions of any use of the Application.
If Consumer wishes to download and use the Application, then, as a condition of that use, Consumer agrees as follows:
1. License. Subject to the terms and conditions of this Agreement, Cartera grants Consumer a non-exclusive, non-transferable, non-assignable license (without the right to sublicense or distribute) to install and use the Application for their personal shopping use only and only in the form and format provided by Cartera. The Application will reside on Consumer’s browser and may be de-installed by Consumer at anytime through the browser’s “settings” function.
2. Data Use and Collection. Offerlink is a browser-based software extension that will provide Consumer with shopping offers and price comparison information as Consumer browses web pages. When Consumer clicks through any link provided in an offer or other text, those links are formatted to allow tracking and reporting of Consumer’s activity on the retailer site, by retailer’s chosen affiliate network. That information is used to pay Cartera referral commissions on certain purchases made by Consumer and may have other purposes as determined by the applicable retailer.
4. License Restrictions. Except as expressly provided in this Agreement, Consumer will not, directly or indirectly: (a) use, copy, modify, distribute, sublicense or otherwise transfer in whole or in part, any Application, related documentation or the results obtained through use of the Application; (b) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Application, in whole or in part, except to the limited extent allowed by law; (c) install or deploy any third party software or services to circumvent any technical restrictions of the Application. All rights in the Application are expressly reserved.
5. Ownership. Each Application and related documentation are and will remain the sole property of Cartera and its licensors, and, except as expressly provided herein, Cartera and its licensors retain all right, title and interest in and to an Application, including all underlying intellectual property rights.
6. Disclaimer. THE APPLICATION AND ANY INFORMATION MADE AVAILABLE THROUGH THE APPLICATION IS PROVIDED “AS IS” AND CARTERA AND ITS LICENSORS MAKE NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE APPLICATION, ITS PERFORMANCE, DOCUMENTATION OR ANY MATERIALS PROVIDED BY CARTERA TO CONSUMER. CARTERA AND ITS LICENSORS DO NOT WARRANT THAT THE APPLICATION WILL OPERATE UNINTERRUPTED OR THAT IT WILL BE FREE FROM DEFECTS OR THAT THE APPLICATION ARE DESIGNED TO MEET CONSUMER’S REQUIREMENTS. CARTERA AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGMENT.
7. Liability Cap. CARTERA AND ITS LICENSORS WILL NOT HAVE LIABILITY FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE POSSIBILITY THEREOF. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, CARTERA’S TOTAL AGGREGATE LIABILITY, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE, AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY, WILL BE LIMITED TO $100.
8. Limitations. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS IN THESE TERMS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED.
9. MISCELLANEOUS. (a) This Agreement and any rights or obligations of Consumer under it may not be assigned, subcontracted or otherwise transferred by Consumer, in whole or in part, and any attempt to assign this Agreement will be null and void and of no force and effect. (b) Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed to be a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the term of this Agreement or prejudice such party’s right to take subsequent action. (c) If any provision in this Agreement (including, without limitation, the prohibition on de-compiling or reverse engineering) is held to be illegal, invalid, or unenforceable, the provision will be enforced to the maximum extent possible to effect the intent of the parties, and the remaining provisions of this Agreement will remain in full force and effect. (d) This Agreement will governed by the laws of the Commonwealth of Massachusetts and the United States of America, without regard to conflict of law principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act (UCITA) will apply in any respect to this Agreement. (e) This Agreement contains the entire agreement of Cartera and Consumer with respect to the subject matter of this Agreement and supersedes all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties on the subject matter hereof. This Agreement shall not be amended, except by a writing signed by authorized representatives of both parties.