Software License Agreement
Crop West Insurance, Inc. and Crop West Insurance Group
This Software License Agreement (hereinafter referred to as the “Agreement”) is made between Crop West Insurance, Inc. (“Licensor”) and member/user (“Licensee”) and shall control the use by the Licensee of the Crop Hail Price Comparison Tool (the “Software”) owned and provided to Crop West Insurance Group members by Licensor. This Agreement applies to the following internet/worldwide web domains of https://www.hailhelper.com, https://cwi.hailhelper.com, https://www.hailhelper.app &/or https://cwi.hailhelper.app. Licensor and Licensee may also be referred to collectively herein as “Parties.”
Licensee acknowledges, pursuant to this Agreement, that Licensee’s use of all technology, development tools, scripts, graphics, data and animation files, programs, source, and object code information which is or may be provided with the Software or the Crop West Insurance, Inc. web site (www.cropwestinsurance.com) (the “Site”) is subject to the terms, conditions, obligations and limitations of this Agreement and no other.
Licensee agrees to abide by the terms of this Agreement and acknowledges said agreement to the terms herein by checking the box at the end of this Agreement.
READ THE ENTIRE AGREEMENT FIRST
In consideration of the terms, conditions, obligations, limitations, mutual promises and agreements contained herein, the receipt and sufficiency of which are acknowledged by the Licensee as indicated below, the Parties agree to the following:
TERMS AND CONDITIONS
1. License Limitation
Pursuant to this Agreement, the Licensor agrees and grants the Licensee the right to possess and use a copy of the aforementioned Software for the Licensee’s business purposes only.
The Licensee shall be permitted to install the Software in the Licensee’s operating system for use in its business but Licensee is not permitted to make any copies of the Software for identical or similar use.
2, Rights and Limitations
After the Licensee is provided the license for the use of the Software the Licensee shall be responsible for the maintenance of the Software during and after use within the Licensee’s operating system. Licensor is not obligated to provide any technical support to the Licensee regarding installation, use or removal of the Software by the Licensee, and Licensor is not responsible for any costs or expenses associated with the Licensee’s installation, use or removal of the Software, including system repair costs.
The Licensee shall not be granted the right or permission to reverse engineer, decompile, or disassemble the Software in any way as part of the license sanction unless the Licensor provides written consent to the Licensee.
The Licensee acknowledges that the Software is considered to be a single product. Hence, neither the Software nor its components will be used within multiple systems operated by the Licensee.
3. Intellectual Property Rights
The Software, including the images, photographs, animations, videos, vector arts, audio, content, data, object and source code, UI/UX frameworks, algorithms, and documentation, are solely owned by the Licensor, and thus the Licensee shall be liable for any violation of the Licensor’s ownership or control of the Software and Licensee shall refrain from involving any third-party individual or organization in the subject-matter hereof without the prior written consent of the Licensor.
Licensee acknowledges that the Software is copyrighted material under 17 U.S.C.A. Section 102, et seq., and may not be copied and/or distributed without the express written consent of the Licensor. Any violation of the intellectual property rights of the Licensor by the Licensee or any third party associated with or directed by the Licensee shall result in appropriate civil or criminal action in a court of competent jurisdiction.
4. Term And Termination
The Agreement shall be enforceable upon Licensee’s initial installation and use of the Software and will continue to exist without renewal until terminated as set forth herein.
This Agreement may be terminated only by the written consent of both Parties or by material breach of the terms stated herein by the Licensee. “Material breach” is determined at the sole discretion of the Licensor. The Agreement will be considered terminated as of the date mutually agreed by the Parties or on the date the Licensor formally notifies the License, in writing, of a material breach. After termination of this Agreement the Parties shall wind up all ongoing business between them regarding the Software within 30 days of the termination date as determined above.
5. Obligations
(a) The Parties agree and acknowledge that during the term of this Agreement, the Parties may share or gain access to confidential information through oral, visual, digital, or other modes at the sole discretion of the Licensor for the development, modification, or innovation of ideas or strategies.
(b) The Licensee shall refrain from disclosing any part or all of this confidential information publicly, including any inadvertent disclosure. Licensee acknowledges that either intentional or inadvertent disclosure of confidential information will cause irreparable harm, loss, damage, or injury to the Licensor and thus Licensee undertakes the responsibility to keep such information confidential unless disclosure is authorized by prior written consent by the Licensor.
(c) Unless authorized, the Licensee shall strictly hold information confidential and shall not produce or disclose any of the aforementioned confidential information to anyone without the prior written authority of the Licensor.
(d) All products, in soft copy and hard copy, must be returned promptly to the respective Parties upon the termination or cancellation of this Agreement, as aforesaid.
(e) The Licensee shall strictly refrain from making unauthorized copies of the aforementioned confidential data, including the Software itself, and shall not hold any authorization, ownership, or assignment of the confidential information unless the Licensor grants it at Licensor’s sole discretion by prior written consent.
6. Indemnification
Without any prejudice regarding any other right available to the Licensee in law or under Equity, the Licensee shall be responsible for indemnifying, defending, and holding the Licensor or its successors or assigns, or affiliates thereof, harmless from any loss, claims, actions, damages, judgment, fines, penalties, deficiencies, causes of action, or other costs or expenses, including attorneys’ fees and expenses caused or alleged to have been caused by the Licenses’ use of the Software or any representations that Licensee may make to others, including the Licensee’s own clients or customers, from information that the Licensee might generate or develop from use of the Software.
The Licensee hereby acknowledges that a breach of this agreement creates liability which may include irreparable loss to the Licensor. Therefore, without prejudice to any other rights or obligations hereunder, the Licensee agrees that the Licensor is entitled to seek legal remedies, including but not limited to specific performance, preliminary or permanent injunction, or damages against the Licensee for such breach.
7. Disclaimer
The information provided by Licensor on its website (www.cropwestinsurance.com) (the “Site”) and/or mobile application, including but not limited to the Software, is for the useof Crop West Insurance Group members only and is intended as a resource for general informational purposes only. All information on the Site and in the Software is provided in good faith; however, Licensor makes no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability or availability of any information included within the Site or Software or information generated by the Licensee’s use of the Site or Software.
Licensee acknowledges and agrees that the information generated by the Software is dependent on the data or other information that the Licensee chooses to input into the Software. Therefore, Licensor makes no representation regarding the accuracy or efficacy of the information that may be generated by the Licensee’s use of the Site or Software.
Under no circumstance shall Licensor have any liability to Licensee, its agents, assigns, clients, customers, or any other third person that Licensee may interact with, for any loss or damage of any kind incurred as a result of the Licensee’s use of the Site or Software or reliance on any information provided on the Site or by the Software. Your use of the Site and reliance on any information provided on the Site or by use of the Software is solely under the Licensee’s control and at Licensee’s own risk.
It is Licensee’s sole responsibility to confirm any and all of the information provided on the Site or by use of the Software with the Approved Insurance Providers and/or insurance carriers including but not limited to their current published rates, manuals, handbooks, state specific policy provisions, state insurance department filings, or any other information or data upon which Licensee might rely in using the Site or Software.
8. Arbitration
In the event of dispute arising in and out of this Agreement between the Parties, the Parties shall use their best efforts to resolve the dispute through collaborative effort.
In the event that the dispute arising in and out of this Agreement between the Parties is not resolved informally, such dispute shall be resolved by arbitration. Arbitration shall be conducted in accordance with the rules of the American Arbitration Association, including the appointment of arbitrators and the conduct of the hearing. The venue of arbitration shall be in the State of Washington, and the seat of the arbitration shall be in Spokane, Washington. The arbitrator’s decision shall be final and binding on both parties.
9. Governing Law
This Agreement and all the terms contained herein shall be governed by and construed according to the jurisdiction and laws of the State of Washington.
10. Amendment
The terms mentioned herein shall not be reformed, modified, or changed without the prior written consent of both Parties to this Agreement.
11. Inclination
The Parties acknowledge that this Agreement is solely for the benefit of the Parties hereto and is not intended to control, guide, advise or direct the inclinations or decisions of any person or entity not directly a Party hereto. This Agreement is not intended to confer any rights or remedies in favor of any person, party, or affiliate other than to the Parties hereto, being Licensor and Licensee.
12. Notices
All notices as between the Parties, physical or digital, shall be made to the respective Parties through E-mail originating from the business e-mail address of the respective Parties. A Party may designate an agent for receipt of such notices.
13. Entire Agreement
This Agreement constitutes the entire Agreement between the Parties concerning the Site, Software, and relationship, obligations, conditions, terms and limitations as between the Parties. The Agreement supersedes all prior agreements, purchases, understandings, and negotiations, written or verbally agreed, between the Parties.
ACCEPTANCE BY LICENSEE
By checking the Accept/I Agree box at login, Licensee agrees to all terms, conditions, obligations, limitations and restrictions stated above.
