BlinkLink® is the property of Traffic and Parking Control Co., Inc. ("TAPCO") and is protected by copyright and other laws. While TAPCO continues to own or have license rights to BlinkLink®, TAPCO hereby grants licensee a limited, non-transferable, non-exclusive license, subject to the terms and conditions of this Agreement.
The term of each license for BlinkLink® shall be limited as designated on licensee Order Form. Order Form means (Sign Here). On expiration licensee must immediately cease using the license.
Independent of the term of the license agreement, TAPCO is under no obligation to store any data collected via TAPCO's BlinkLink® system longer than ninety (90) days unless otherwise specified in writing in an approved amendment to this Agreement or unless otherwise described in the Order Form.
A. Licensee shall not (a) provide access to BlinkLink® to anyone other than employees, contractors, or consultants who agree to be bound by this Agreement; (b) sublicense, transfer, assign, distribute to any third party, pledge, lease, rent, or commercially share BlinkLink® or any of licensee rights under this Agreement (for the purposes of the foregoing a change in control of licensee's company is deemed to be an assignment); (c) directly or indirectly, in whole or in part, modify, translate, reverse engineer, decrypt, decompile, disassemble, make error corrections to, create derivative works based on, or otherwise attempt to discover the source code or underlying ideas or algorithms of BlinkLink®.
BlinkLink® is provided "as is". All express or implied conditions, representations, and warranties including, without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose, noninfringement, satisfactory quality or arising from a course of dealing, usage, or trade practice, are hereby excluded to the extent allowed by applicable law.
In no event will TAPCO be liable for any loss or unavailability of or damage to data, lost revenue, lost profits, failure to realize expected savings, damage to reputation, business interruption, downtime costs, or any other indirect, incidental, consequential, special, punitive, exemplary or similar type of damages arising out of this agreement, the use or the inability to use the products, or the provision of any maintenance , consulting services, even if a party has been advised or was aware or should have been aware of the possibility of such costs, expenses or damages.
In no event shall a party's liability to the other, whether in contract, tort (including active or passive negligence), breach of warranty, claims by third parties or otherwise, exceed the price paid by licensee under the applicable order form.
The foregoing limitations shall apply even if the above-stated remedy or limited warranty fails of its essential purpose. These limitations will apply regardless of the basis of liability, including negligence, misrepresentation, breach of any kind, or any other claims in contract, tort or otherwise.
A. "Confidential Information" means any information disclosed by Licensor, whether or not marked, including, without limitation, the terms of this Agreement; BlinkLink® materials, and/or individual contact information; BlinkLink® performance data and/or performance test results derived by licensee, including but not limited to benchmark test results. Licensee shall not disclose Confidential Information and shall only disclose Confidential Information to those with a need to know that information and who have agreed in writing to be bound by terms at least as protective as those contained in this Agreement.
B. Each party agrees to indemnify the other for any damages and reasonable expenses, including attorney fees, the other may sustain resulting from the unauthorized use and/or disclosure of the other's Confidential Information. The parties further agree that money damages would not be a sufficient remedy for a breach of confidentiality. The parties shall be entitled to seek injunctive or other equitable relief without the necessity of posting a bond even if otherwise normally required. Such injunctive or equitable relief shall not be the exclusive remedy for any breach of confidentiality, but shall be in addition to all other rights and remedies available at law or in equity.
C. Confidential Information shall remain the sole property of Licensor and Licensee acknowledges and agrees that it does not acquire any rights therein. Use by a recipient of Confidential Information for the purposes contemplated under this Agreement, including, but not limited to, any configuration or use by licensee of BlinkLink® or Materials shall not affect or diminish the Licensor's rights, title and interest in and to Confidential Information.
D. We may use any individual contact information provided by licensee or licensee users for support, product information and other business to business communications in connection with this Agreement.
E. Licensee acknowledges and agrees that any feedback, suggestions, comments, improvements, modifications and other information (including any ideas, concepts, "know-how" or techniques contained therein) that licensee provides to us about our Products or their performance (collectively, "Feedback") shall not be deemed as licensee Confidential Information and may be used, disclosed, disseminated and/or published by us for any purpose, including developing, manufacturing and marketing products incorporating Feedback, without obligation of any kind to licensee, and licensee waives any rights whatsoever in or to all Feedback.
This Agreement and all Order Forms shall automatically terminate if: (i) either party files for bankruptcy, or otherwise goes into receivership, becomes insolvent or makes an assignment for the benefit of creditors; or (ii) a writ of attachment or execution is levied on the Equipment (where we are lessor) and is not released or satisfied within ten (10) days thereafter, or (iii) where we are lessor or in a Purchase where payment in full to us has not been made, if a receiver is appointed in any proceeding or action to which licensee are a party with authority to take possession or control of the Equipment. In all cases, the Equipment shall be promptly returned to us and not be treated as licensee asset.
Licensee hereby grants TAPCO and its independent auditors the right to audit licensee compliance with this Agreement and report any results to our licensors. Licensee agrees to provide reasonable assistance to ensure a complete and accurate audit by TAPCO and its auditors.
If any portion of this Agreement is found to be void or unenforceable, the remaining provisions shall remain in full force and effect.
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, United States of America, as if performed wholly within Wisconsin and without giving effect to the principles of conflict of law. Milwaukee County Circuit Court shall be exclusive venue and both parties waive trial by jury.
The parties agree that any action in relation to an alleged breach of this Agreement shall be commenced within one year of the date of the breach, without regard to the date the breach is discovered. Any action not brought within that one year time period shall be barred, without regard to any other limitations period set forth by law or statute.