VidCalls™ Software Evaluation License Agreement
This Software Evaluation License Agreement (this “Agreement“), effective as of date of registration or 6/1/2022, is by and between
VidCallConnect Inc. (Florida corporation), 1600 S. Ocean Blvd., Suite 1701, Pompano Beach, FL 33062 (“Licensor“) and the registered licensee.
Licensor desires to license to Dealership, and Dealership desires to obtain a license to use, the Software described in Exhibit A solely for Dealership’s marketing purposes during the evaluation time period set forth on Exhibit A. The parties agree as follows:
- License Grant. Subject to the terms and conditions of this Agreement, Licensor grants Dealership a non-exclusive, non-sublicensable, and non-transferable license during the time period set forth in Exhibit A (the “Evaluation Period“) to: (a) use the VidCalls product as described in Exhibit A (the “Software“) for Dealership’s marketing and evaluation purposes; and (b) allow employees of Dealership that are permitted by Dealership to use the Software under this Agreement (the “Authorized Users”) to use Licensor’s user manuals and installation guides relating to the Software (the “Documentation“). Dealership will not use the Software for any purpose other than marketing to consumers to connect via the VidCalls product with their Dealership employees and evaluating such Software internally to see if Dealership desires to enter into a commercial license agreement with Licensor after the 90-day trial period (1st 30 days are 100% free, then next 60 days dealer will be charged $25 per customer VidCall lasting above 30 seconds (see A below). This Agreement does not provide a commercial license. Dealership may not make any use of the Software after the 90-day Evaluation Period, unless the parties enter into a separate commercial license agreement. Dealership shall not use the Software or Documentation for any purposes beyond the scope of the license granted above. Licensor reserves all rights not expressly granted to Dealership in this Agreement.
- Dealership will display the Licensor’s trademark “VidCalls™” prominently in close proximity to any links to the Software that are displayed on any digital media or website of Dealership, in order to identify Licensor’s Software product.
- Promptly upon Licensor’s reasonable request, Dealership will provide to Licensor sample copies of Dealership’s website, digital media materials or other advertising that refers to VidCalls.
- Dealership is responsible and liable for all uses of the Software and Documentation resulting from access provided by Dealership, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Dealership is responsible for all acts and omissions of its Authorized Users of the Software. Any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Dealership will be deemed a breach of this Agreement by Dealership. Dealership shall take reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Software, and shall cause Authorized Users to comply with such provisions.
- Support. Licensor has no obligation under this Agreement to provide support, maintenance, upgrades, modifications, or new releases of the Software or Documentation to Dealership. However, Licensor agrees to use its reasonable efforts to correct errors in the Software and Documentation within a reasonable time and shall provide Dealership with any corrections it makes generally available to other evaluation participants.
- 90-Day Evaluation Fee. The parties agree that no license fees or other fees will be payable for the 1st 30 days of usage under this Agreement in exchange for the licenses granted under this Agreement. After day 30 from day 31-90 of Evaluation, Dealership agrees to pay $25 for each consumer VidCall lasting over 30 seconds accepted into the dealership and agrees that this evaluation arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, obligations, exclusions, and limitations of liability set forth herein.
- Confidential Information. From time to time during the Evaluation Period, either party may disclose to the other party confidential information about business affairs, products, intellectual property, trade secrets, and other sensitive or proprietary information, whether or not marked or identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations under this Agreement.
- Intellectual Property Ownership.
- Dealership acknowledges that, as between Dealership and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to the Software and Documentation.
- If Dealership submits suggestions or recommended changes to the Software or Documentation, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“),
Licensor is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback.
- Disclaimer of Warranties. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET DEALERSHIP’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
- Indemnification. Dealership agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) resulting from any third-party claim, suit, action, or proceeding based on Dealership’s or Dealership’s Authorized Users’ (a) negligence or willful misconduct or (b) use of the Software or Documentation in a manner not authorized or contemplated by this Agreement.
- Limitations of Liability. IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
- Term and Termination. This Agreement is effective as of the Effective Date and, unless terminated earlier pursuant to this Section, will continue in effect until the expiration of the Evaluation Period. Either party may terminate this Agreement at any time, without cause, upon ten (10) business days’ prior written notice. Licensor may terminate this Agreement on written notice to Dealership if Dealership materially breaches or fails to comply with any terms or conditions of this Agreement and does not cure such breach or failure within three (3) business days after receiving written notice Upon expiration or earlier termination of this Agreement, the license granted hereunder will also terminate and Dealership shall cease using and delete, destroy, or return to Licensor all copies of the Software and Documentation. This Section 13 and Sections 1, 2(c), 5, and 6-9, as well as any other terms that by their nature are intended to survive, shall survive any termination or expiration of this Agreement.
- Entire Agreement. This Agreement, together with Exhibit A, constitutes the sole and entire agreement of the parties and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties with respect to such subject matter.
- Amendment and Modification; Waiver. No amendment to, or modification or waiver of, any terms of this Agreement is effective unless it is in writing and signed by an authorized representative of each party.
- Governing Law; Submission to Jurisdiction. This Agreement is governed and construed by the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Illinois.
- Assignment. Dealership may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor.
- Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together are one and the same agreement.
[insert licensee name]
|By: Name: Title:
|By: Name: Title:
TO VidCalls™ SOFTWARE EVALUATION LICENSE AGREEMENT
Capitalized terms used but not defined in this Exhibit A have the meaning given to those terms in the Agreement.
DESCRIPTION OF SOFTWARE AND DEALERSHIP MARKETING PROCESS:
- Licensor to provide custom hyperlink to Dealership for placement in ads and
- Dealership directs and pays for all media
- Dealership will oversee registration of each employee that it wants to receive customer contacts via the VidCalls system
- Dealership’s ad copy invites consumer to click ad if they’d like to VidCall instantly (during business hours) with Dealership sales advisor.
- VidCalls system “pings” Dealership designated advisors on computer and optional cell phones to alert them that a customer is standing by for a video sales call.
- First Dealership advisor to respond takes the contact received via the VidCall Meeting starts, and advisors can work from anywhere.
- Immediately after meeting, customer receives brief “Satisfaction Survey”
- Sales Advisor receives Update/Next Steps Report
- Both surveys uploaded on Dealership’s VidCall Dashboard for sales tracking
The Evaluati6on Period will run for ninety (90) days starting from the date of the first advertisement or website listing of the VidCalls product made by the Dealership.
The 1st 30 days in Evaluation Perios are free of any charges including onboarding, start-up or any customer incoming VidCalls.
During next 60 days (day 31-90) dealership to pay $25 for each VidCall received and lasting over 30 seconds. Any VidCalls dropped before 30 seconds for any reason whether technical or customer related will not be charged.
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