SMART PRICE END USER LICENSE AGREEMENT
By accepting this Agreement to use Contractor’s SMART PRICE between Callahan Roach Products and Publications, Ltd (“Licensor”) and the user (“Licensee”) of the pricing and business application, the user agrees to the following:
- License: In consideration of Licensee’s payment to Licensor, pursuant to the pricing package and options selected by Licensee, as ordered in the administrator’s portal, Licensor grants to Licensee a nonexclusive, nontransferable, and limited right to use the following data, information, and materials created and developed by Licensor: Contractor’s Smart Price™ , hereafter collectively referred to as “the Product”. Licensee agrees to use the Product on a device that can access information from the “cloud” solely for purposes of Licensee’s business; provided, however, Licensee may use one or more duplicates of the Product (“Seat”) via additional electronic field devices, such as phones, tablets or computers, “hand-held” devices, or other mobile computing technology but Licensee must first inform Licensor in writing of each Seat and Licensee must pay Licensor for each Seat.
- Ownership: Licensee acknowledges and agrees that Licensor owns all rights, title and interest, including but not limited to all patent rights, trademarks, copyrights, and all other intellectual property and rights in and to the Product and all subsequent updates and/or modifications of the Product, regardless of the form or media in or on which the Product may exist. This license is a license to use and is not a sale of the Product or any copy, update, or modification of the Product.
- Restrictions: Unless specifically authorized in writing by Licensor, Licensee may not: (i) copy, republish, reprint or in any way reproduce the Product; (ii) electronically transfer the Product from one device, phone or computer to another over a network (other than Licensee’s intranet in-house use); (iii) distribute copies of the Product or reverse-engineer, de-compile, dissemble, manipulate, or create derivative works based on the Product; (iv) modify, adapt, or translate the Product; or (v) transfer the Product or this license to anyone; (vi) copy any part of the Product to any electronic field devices, including but not limited to “hand-held” devices, and other mobile computing technology except as provided in Paragraph 1 concerning Licensee’s permitted use of “Seat.”
- Confidentiality: Licensee acknowledges that the Product is confidential in nature and constitutes proprietary, intellectual property which is owned solely by Licensor. Licensee agrees to keep and hold the Product in confidence for Licensor and not to sell, rent, license, distribute, transfer, or disclose the Product or its contents, including methods or ideas used in the Product, to anyone except to employees of Licensee as may be reasonably required and necessary to use the license of the Product granted in this Agreement. The confidentiality requirements of this Paragraph 4 shall be in effect during the term of this Agreement and shall survive and continue in full force and effect after this Agreement is terminated.
- Term: This Agreement is effective until terminated. Licensee may terminate this Agreement upon modifying status within the user’s portal. The access to the Licensor’s database will be stopped and no further payments will be required. Licensor may terminate this Agreement if Licensee fails to comply with any term or condition of this Agreement, or if Licensee fails to timely make any agreed Product payments to Licensor.
5a. In the event a monthly payment plan is chosen by Licensee, the first monthly amount is due in advance. Payments are debited from Licensor’s credit card on file. Payment is due for service for the period in which the Licensee has access to the information. No credit is due the Licensee if the product is not used or accessed. Licensee Administrator of the Product has the option of managing the number receiving the information via portal.
5b. Notwithstanding anything to the contrary herein concerning termination of this Agreement, should Licensee choose the annual option and had received a discount for advance payment, there will be no refund for cancellation mid-term of the agreement. The Licensor will be obligated for the agreed annualized payment.
- Limited Warranty: Licensor offers the information on service repair pricing based upon original research and industry data and Licensee business parameters that are submitted by the Licensee. The Smart Price repair pricing system offers computed pricing and presentation on a device for the service contractor to present a pre-determined flat rate price. It is the obligation of the Licensee to establish veracity of the price, and to access Licensor’s portal to make changes should the pricing not be amenable to the Licensee business parameters. This warranty is exclusive and in lieu of all others, oral or written, express or implied. Statements or representations which purport to add to, extend or otherwise modify this warranty are unauthorized by Licensor and any of its employees, agents, or representatives and may not be relied upon by Licensee.
- Disclaimer: Licensor cannot and does not warrant a specific performance or certain results that may be obtained by Licensee’s use of the Product. The Product is provided “AS IS”, without warranty of any kind (except as stated herein), either expressed or implied, included but not limited to any warranty or performance or any implied warranty or marketability or fitness for a particular purpose.
- In-House Programming: Licensee agrees that the Product is provided solely to assist Licensee for flat rate pricing service calls, and other internal reporting functions. Licensee agrees that no programming will be done by or at Licensee’s direction to produce field pricing books or copy or derivations based upon Licensor’s data to replace, replicate, duplicate, or substitute for those provided by Licensor. Licensee shall give Licensor prior notice of any programming, in-house or otherwise, which Licensee intends to perform or undertake as it may relate to the Product and any such programming must be approved by Licensor.
- Copyright Law: The Smart Price™ System is produced under US copyright laws and duplication of any material in printed or electronic form is in violation of these laws and may result in Licensor’s immediate termination of this Agreement and demand for return of the Product.
- Jurisdiction: This Agreement shall be governed by the laws of the State of Texas and any legal action concerning this Agreement shall be brought in a court of competent jurisdiction in Tarrant County, Texas.