Modified: 2019/04/16 08:51 by EricCrocker - Uncategorized

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End User License Agreement

In order to install, you will need to review and accept the following end user license agreement. To accept and continue installing, click the link provided at the bottom of this page.

THIS AGREEMENT IS SUBJECT TO ARBITRATION WITH VENUE IN ELLIS COUNTY, TEXAS UNDER THE RULES THEN APPLYING OF THE AMERICAN ARBITRATION ASSOCIATION. THIS AGREEMENT IS ENTERED INTO BY BOTH PARTIES IN ELLIS COUNTY, TEXAS, USA. Decision of any arbitrator is final.

This Agreement is subject to a LIMITED WARRANTY and All of the Following Provisions, identical or similar to a written contract accepted on behalf of licensee by an authorized signature of a management official.

THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). BY USING ANY COMMERCIAL SCHEDULE OR PROGRAM LOG (“LOG”) GENERATED BY THE SOFTWARE FOR BROADCASTS ON ANY OF THESE RADIO STATION(S), LICENSEE IS ACCEPTING ALL TERMS OF THIS LICENSE AGREEMENT. IF LICENSEE IS NOT WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, LICENSEE SHOULD DISCONTINUE USE AND NOTIFY LICENSOR IN WRITING WITHIN SIXTY (60) DAYS OF ORDER DATE. LICENSEE WILL RECEIVE A FULL REFUND.

1. LICENSE GRANT. The person signing represents that he is an authorized official of the legal entity listed and/or operating these stations to fully bind same hereto (as “Licensee”). Scott Traffic LLC (as “Licensor”) grants to Licensee, and by any broadcast use Licensee hereby accepts, a nontransferable, nonexclusive license to use the multi-user Software for the named radio station(s) logs and billing. Licensee may not use the Software on any other radio station or entity not listed herein without the express written agreement of Licensor and Licensee’s payment of additional License fees. Licensor reserves the right to charge late fees and/or terminate certain Software functions if payments are not timely received when due.

2. COPYRIGHT. The Software contains trade secrets and proprietary information owned by Licensor and/or its third party licensors. It is protected by United States Copyright Laws and international trade provisions. Licensee may not copy, transfer, transmit, sublicense, assign, transfer, sell, rent, lend or lease the Software (except as part of an FCC-approved bulk transfer of virtually all assets of the operating radio stations) or disclose its login user name(s) or password(s) to any other party for use by any other entity not expressly licensed herein.

3. LIMITED WARRANTY. For a period of sixty (60) days from the date hereof (the “Warranty Period”), Licensor warrants that the Software will be free from defects and will perform substantially in accordance with the functional description on RadioTraffic.com and the user documentation. Any written or oral representations by Licensor, its agents or employees, will not broaden this warranty.

4. CUSTOMER REMEDIES. If at any time the Software fails to comply with the warranty set forth above, Licensor’s entire liability—and Licensee’s exclusive remedy—will be either (a) repair or replacement of the Software, or (b) during the Warranty Period, a full refund of the price paid for the Software. If Licensee fails or neglects to discontinue all use within sixty (60) days from the date it signed this contract, Licensee is deemed to have accepted the Software as is.

5. MAINTENANCE. Licensee is responsible for always using the most current version of this Software as well as maintaining consistent electrical power and/or repairing any hardware, memory, operating system, and ancillary software such as word processing and spreadsheet on all computer systems on which Licensee uses the Software. Licensor has no other responsibilities with respect to Maintenance.

6. NO OTHER WARRANTIES. LICENSOR DOES NOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY LICENSEE IN USING THE SOFTWARE, OR THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT FOR THE LIMITED WARRANTY PERIOD HEREIN, THE SOFTWARE IS LICENSED “AS IS.” LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.

7. LIMITATION OF LIABILITY. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF PROSPECTIVE PROFITS, OPPORTUNITIES OR INCOME, UNREALIZED SAVINGS, UNEXPECTED EXPENSES, DATA LOSS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, GOOD WILL OR OTHER LOSS) ARISING OUT OF USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR’S LIABILITY EXCEED THE LICENSE FEES PAID BY LICENSEE DURING ONE THIRTY (30) DAY PERIOD PRECEEDING NOTICE TO LICENSOR OF LICENSEE LOSS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.

8. INITIAL TRAINING. By advance appointment, up to twelve (12) total hours of initial training by telephone and Internet are included for one primary operator in the first sixty (60) days. If Licensee wants additional personnel to be trained, Licensee shall make that entire staff available simultaneously with the training sessions for the primary operator. Otherwise, the primary operator can train other staff. Licensee is permitted to make audio or video recordings of training sessions and use those for later reference or training future personnel. In event of operational, personnel or ownership changes requiring later retraining, Licensee agrees to pay retraining fees at additional cost at rates in effect when such is requested.

9. BUSINESS HOURS SUPPORT. Telephone consultation is included during normal business hours of the continental U.S. Appointments may be required during busy times. Emergency support on weekends, holidays and outside standard business hours, if available, shall be additional cost at Licensor’s then applicable rates for such service, except there is no charge if support was needed due to a software malfunction verified by Licensor or duplicated by other Licensees. This License does not include any on-site support or consultation at Licensee’s location. Licensor may from time to time offer such support but only at extra cost paid for by valid credit card presented in advance.

10. ANNUAL ROUNDED UP CONSUMER PRICE INDEX INCREASES PERMITTED. Upon thirty days notice, through the term of the agreement on or after then anniversary date of this agreement, Licensor may increase the fees charged hereunder by an amount equal to the U.S. Government's national Consumer Price Index rounded up to the higher full percent. For example, 3.1% will become 4.0%.

11. TERMINATION PROHIBITED. After the sixty (60) day Warranty Period, Licensee may not terminate any part of this Agreement without payment for the full term of all services contracted whether used or not. Licensor can terminate this License upon any breach by Licensee, including failure to deliver timely payment or comply with any material provision hereof, and accelerate due dates so all remaining payments are due immediately. All sections of the License will survive termination except the License Grant, Maintenance and Support sections 1, 5 and 9.

12. AUTOMATIC RENEWAL. This Agreement shall automatically renew for additional one year terms unless either party notifies the other in writing via certified mail, return receipt, of non-renewal of this Agreement ninety (90) days prior to the end of the then-current term.

13. ENTIRE AGREEMENT AND MISCELLANEOUS. THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE AGREEMENT CONCERNING THE SOFTWARE BETWEEN LICENSEE AND LICENSOR. THIS CANCELS AND SUPERCEDES ANY PRIOR REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. If any arbitrator or court declares any provision of this Agreement to be void or unenforceable, that declaration shall be limited to that provision alone and have no effect on the remaining provision herein. The remainder of this agreement shall be construed just as if the voided term had never been included. Neither party shall be liable for any delay, nonperformance or related damages if such delay or nonperformance was due to causes beyond its reasonable control, including, but not limited to, acts of God, civil emergencies, lightning, unreliability of electrical power, loss of Internet or other communications, or delay of the other party or third parties.

14. LIMITS OF ACCESSIBILITY. Scott Traffic, LLC reserves the right to temporarily suspend the service if your usage causes problems with our other users. The temporary suspension will remain until problem is resolved. Scott Traffic, LLC reserves the right to reclaim our resources, up to and including deletion of data, if your usage of our services has not been utilized for more than 180 days.

15. MANDATORY ARBITRATION. ANY DISPUTE OR CLAIM UNDER THIS AGREEMENT MUST BE RESOLVED BY ARBITRATION IN ELLIS COUNTY, TEXAS, USA. Disputes or claims under this Agreement or its breach shall be submitted to and resolved exclusively by arbitration conducted in accordance with rules of the American Arbitration Association. One arbitrator appointed under such rules shall conduct final and binding arbitration. The Laws and venue of Texas shall apply. Judgment may be entered thereof in any court of competent jurisdiction. Notwithstanding the above, Licensor may sue in any court for infringement of its proprietary or intellectual property rights.

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