Before downloading the NEXT REVIEWTM or NEXT SALETM App, READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CLICKING ON THE “ACCEPT” or "PURCHASE" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON OR LEAVE THE WEBSITE.
Please contact us at david@sawgrassford.com for any queries
“You” or “Your” means the person or company who is being licensed to use the Licensor software (the “User”) in association with the Usage Agreement (“Usage Agreement”). “We”, “Our” and “Us” means Sawgrass Ford.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
“Agreement” means this Software License Agreement between Us and You; “Licensed Software” means certain commercial software products, including NEXT REVIEWTM and NEXT SALETM apps for management of business reputation and electronics ratings information generation, being provided to You under this Agreement, optionally including executable program modules thereof, as well as related documentation and computer readable media;
2.1.a (end user) Software License and Rights. In consideration of the mutual covenants, and subject to the provisions contained in this Agreement, We hereby grant to You a revocable, non-exclusive license to use the Licensed Software solely for purposes of management of Your business reputation including the facilitating of online or electronic ratings pertaining to your business.
2.1.b (distributor) Software License and Rights for Distibutors. In the event You are a Licensed Distributor, rather than an End User, you are not using the Licensed Software yourself but are rather distributing or promoting the Licensed Software on Our behalf. In that event, this Paragraph applies instead of the end user paragraph above. Accordingly, in consideration of the mutual covenants, and subject to the provisions contained in this Agreement, We hereby grant to You a revocable, non-exclusive license to use the Licensed Software solely for distributing, or sublicensing or otherwise providing copies of the Licensed Software to business owners for their purposes of management of their business reputation including the facilitating of online or electronic ratings pertaining to their business. The restriction in Paragraph 2.2(b) does not apply to You, as You do have the right to distribute, sublicense and otherwise provide copies or any rights in relation to the Licensed Software to third party end users. You hereby undertake to obtain execution of a Software License substantially the same as the present Agreement from any end user or customer to whom You distribute, sublicense or provide copes of the Licensed Software.
2.2 Restrictions. Without limiting the generality of the foregoing, You will use the Licensed Software only for purposes set forth herein, and, further, You expressly agree that You DO NOT have rights to:
2.3 Enforcement of Restrictions. We will have the right to inspect and enforce the restrictions and covenants contained in this Agreement at Your sole expense, and You hereby agree to promptly notify Us of any known violations of such restrictions.
2.4 Our Obligations. Upon execution of this Agreement, We will:
2.5 Upgrades/Updates. The terms and conditions of this Agreement shall apply to any upgrades, updates, bug fixes or modified versions (collectively, “Updates”) or additional copies of the Licensed Software. Notwithstanding any other provision of this Agreement: (1) You have no license or right to use any such Updates or additional copies unless You, at the time of acquiring them, already hold a valid license to the Licensed Software associated with such Updates and have paid any required Fees for such Software; and (2) use of additional copies of the Licensed Software is limited to backup purposes only. By downloading or using any Updates, Your rights with respect to the Updates are subject to the terms of the latest revision of this Agreement posted at the time of receipt of the Updates,and Our then-current policies and procedures.
3.1 Copyright. The Licensed Software, including any documentation, media, packaging and illustrations, is copyrighted and constitutes Our valuable property. You agree that all physical manifestations of the Licensed Software will display Our copyright notice in a conspicuous manner. The Licensed Software is protected under U.S. copyright laws and international treaty provisions. You will have a right to copy the materials, provided copyright notices and acknowledgement of trademarks are included, pursuant to the covenants herein. You will include the following notice on any printed, electronic, online or packaged version of the Licensed Software, in any form whatsoever:
“Copyright © 2022 Sawgrass Ford All rights reserved.”3.2 Trademarks. Certain logos, product names and trademarks owned by Us, including NEXT REVIEWTM and NEXT SALETM, may be contained within the printed materials and electronic manifestations of the Licensed Software. You will have no right to use such marks except as authorized by us in connection with the use of the Licensed Software for purposes of managing Your business reputation and/or online or electronic ratings of your business.
3.2.1 We expressly reserve all rights to Our tradenames, logos, trademarks, other identifying symbols, including NEXT REVIEWTM and NEXT SALETM, and all of Our proprietary rights in Our product packaging (Licensed Software and user screens and interface) or labelling of any Licensed Software. You shall not acquire any right, title or interest in or to any such tradename, logo, trademark, or other identifying symbols.
3.2.2 You shall ensure that all proprietary and copyright notices of Vendor on the Licensed Computer Programs are in place and left intact at all times, and are placed in such location or locations as We may reasonably advise in relation to the Licensed Software.
4.1 Title. You acknowledge that the Licensed Software, including any associated written materials and other documentation provided under this Agreement, belongs exclusively to Us. Unencumbered title to the Licensed Software will, at all times, remain with Us. You agree to protect the Licensed Software from unauthorized use, reproduction, distribution or publication in electronic or physical form.
5.1 Warranty. We warrant that We are the owner of the Licensed Software, and have the right and authority to grant the license to the Licensed Software. We do not warrant, guarantee, accept any condition or make any representation that the Licensed Software will meet Your requirements or that the use of the Licensed Software will be uninterrupted or error-free. No other verbal or written information provided by Us will create a warranty or in any way increase Our liability, and You will not rely on such information.
5.2 Indemnity. We warrant that the Licensed Software does not infringe on any current subsisting enforceable copyright and to Our knowledge does not infringe on any current subsisting enforceable patent
5.3 DISCLAIMER. THERE ARE NO WARRANTIES FOR SERVICES. WE MAKE NO EXPRESS REPRESENTATIONS OR WARRANTIES, OR ACCEPT ANY CONDITIONS EXCEPT THOSE EXPRESSLY STATED IN SECTIONS 5.1 AND 5.2 ABOVE. WE DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT PERMIT THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR CONDITIONS. THEREFORE, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.
6.1 LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOST OR ANTICIPATED PROFITS, SAVINGS, INTERRUPTION TO BUSINESS, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF BUSINESS INFORMATION, THE COST OF RECOVERING SUCH LOST INFORMATION, THE COST OF SUBSTITUTE INTELLECTUAL PROPERTY OR ANY OTHER PECUNIARY LOSS ARISING FROM THE USE OF, OR THE INABILITY TO USE, THE LICENSED SOFTWARE REGARDLESS OF WHETHER YOU HAVE ADVISED US OR WE HAVE ADVISED YOU OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM).
NEITHER YOU NOR WE MAY INSTITUTE ANY ACTION IN ANY FORM ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ARISEN. SOME STATES DO NOT ALLOW THE EXCLUSION OF LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE EXCLUSIONS MAY NOT APPLY.
6.2 Dispute Resolution. You acknowledge that We possess valuable confidential and proprietary information, including trademarks and business practices, which would be damaging to Us if revealed in open court. You further acknowledge and agree that it is preferable to resolve all disputes between Us and You confidentially, individually and in an expeditious and inexpensive manner. We and You accordingly acknowledge and agree that private dispute resolution is preferable to court actions. Before commencing any arbitration in the manner set out in Section
6.3 below, We and You shall first attempt to resolve any dispute or differences between the both of us by way of good faith negotiation. The good faith negotiation shall commence by each of Us and You communicating our position regarding the complaint, claim, dispute or controversy to the other party, and how the both of us should resolve the dispute. We and You shall then make good faith efforts to negotiate a resolution of the claim, dispute or controversy. Neither We nor You shall commence any arbitral proceedings unless and until the good faith negotiation fails.
6.3 ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS CAPABLE IN LAW OF BEING SUBMITTED TO BINDING ARBITRATION) AGAINST US, Our agents, employees, officers, directors, members, successors, assigns or affiliates (collectively, for purposes of this paragraph, “Licensor Group”) arising from or relating to this Agreement, its interpretation or the breach, termination or validity thereof, the relationships between the parties, whether pre-existing, present or future (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Agreement), Licensor Group’s advertising or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) under its Code of Procedure and any specific procedures for the resolution of small claims and/or consumer disputes then in effect (available via the Internet at
7.1 Successors and Assigns. You may not assign Your rights and duties under this Agreement to any party at any time. This Agreement will inure to the benefit of and will be binding on Us and our respective successors and permitted assigns. In the event of corporate merger, amalgamation, divestiture or asset sale, We will have the right to transfer and assign Our rights and obligations hereunder to any third party (the “Assignee”), upon written notice to You, provided that We cause the Assignee to agree in writing to all the terms contained in this Agreement.
8.1 Upgrades. Other than our obligation under Section 2.4(b), We shall have no other obligations to provide updates or support services to You. In the absence of a further agreement between You and Us, We will use reasonable efforts to provide ongoing support and remedies to identified errors and defects, on a time and material basis, at Our then current commercial rates.
9.1 Confidentiality. You acknowledge that the existence of this Agreement, the terms and conditions hereof, the transactions contemplated hereby and other information, including, without limitation, customer, technical and financial information that they have received or will receive in connection with this Agreement, is considered private and confidential (the “Confidential Information”). You will use reasonable diligence and in no event less than the degree of care which We use in respect to our own confidential and proprietary information of like nature, to prevent the unauthorized disclosure, reproduction or distribution of such Confidential Information to any other individual, corporation or entity. Such Confidential Information will exclude:
10.1 Term. The term of this Agreement will commence on the date of Your agreement to these terms and shall continue until terminated. You may terminate this Agreement at any time by destroying all copies of the Licensed Software including, without limitation, any documentation. Your license rights under this Agreement will terminate immediately without notice from Us if You fail to comply with any provision of this Agreement. Termination may occur automatically upon nonpayment of requisite Fees (e.g., subscription fees, usage fees, etc.) or other breach of this Agreement.
11.1 Consents. Any consent required under this Agreement will not be unreasonably withheld.
11.2 Captions. The Article and paragraph headings used herein are for convenience only and are not a part of this Agreement and will not be used in construing it.
11.3 Entire Agreement. This Agreement constitutes the entire agreement of the Parties, and no amendment to the terms of this Agreement will be effective unless in writing and signed by both parties hereto.
11.4 Equitable Relief. You agree that any breach of this Agreement by You would cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, We will have the right to an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of this Agreement.
11.5 Force Majeure. Notwithstanding anything herein to the contrary, We shall not be liable for any delay or failure in performance caused by circumstances beyond Our reasonable control.
11.6 Relationship of the Parties. This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither We nor You will have any power or authority to act in the name or on behalf of the other party, or to bind the other party to any legal agreement.
11.7 Severability. The provisions of this Agreement are to be considered separately, and if any provision hereof should be found by any court or competent jurisdiction to be invalid or unenforceable, this Agreement will be deemed to have effect as if such provision were severed from this Agreement.
11.8 Number and Gender. Where the context permits, the singular includes the plural, and the masculine includes the feminine and vice versa.
11.9 Notices. All notices and communications required or permitted under this Agreement will be in writing and will be sent by registered or certified mail, postage prepaid, return receipt requested, facsimile transmission (the “Fax”), with confirmed answer back, or electronic mail, with confirmation of receipt, to Us or You at the respective addresses we provide to each other or to such other address as We or You may from time to time specify by notice to the other given as provided in this paragraph. In Our case, Our address is:
Sawgrass Ford
2015 Corporate Drive
Boynton Beach, FL33426
A notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
11.10 JURISDICTION. THE PARTIES HEREBY IRREVOCABLY ATTORN TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF FLORIDA WITH RESPECT TO ANY DISPUTE ARISING HEREUNDER.
11.11 GOVERNING LAW. THIS AGREEMENT AND ANY SALES THEREUNDER SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF FLORIDA AND SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO THE LAWS OF THE STATE OF FLORIDA AND THE APPLICABLE LAWS OF THE UNITED STATES. We and You expressly exclude the United Nations Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act, as amended, replaced or re-enacted from time to time.
11.12 Revisions to this Agreement. We may at any time revise the terms of this Agreement by updating these terms and by providing notice to you of that change.