Traffic Soldier™ License
If you purchase a reseller license from TC , you may also purchase a license to a TrafficSoldier™ license. TrafficSoldier™ refers to a website template used solely by Node Owners and resellers within the TrafficCentral Network. This TrafficSoldier™ License grants to said Reseller purchasing it, a non-transferable, personal, limited right of Electronic Access to the TrafficSoldier™ website template, on hosting provided by You, according to the terms and conditions of this Agreement and the Reseller Agreement between you and TC . You are solely responsible for installing the TrafficSoldier™ website template, and for installing and maintaining the equipment and any other software or programming necessary for Electronic Access.
Grant of License
IMPORTANT - READ CAREFULLY: This license agreement is a legal agreement between you (either an individual or a single entity) and TC, for the software product identified above, which includes computer software and associated media, and may include printed materials and online or electronic documentation (SOFTWARE PRODUCT or SOFTWARE). This TrafficSoldier™ website template contains information, software, photos, video, text, graphics, music, sounds or other material (collectively, "Content") that are protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and these rights are valid and protected in all forms, media and technologies existing now or here after developed. All Content is copyrighted as a collective work under the U.S. copyright laws, and TrafficCentral owns a copyright in the selection, coordination, arrangement and enhancement of such Content. By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this license agreement. If you do not agree to the terms of this license agreement, promptly return the unused SOFTWARE PRODUCT to the place from which you obtained it for a refund of any sums paid, less a handling fee of 10%.
Restrictions
Only those individuals or entities participating in the TrafficCentral Network as a Reseller may purchase a TrafficSolier™ website template License. Only those Resellers within the TrafficCentral Network who participate in the two-tier affiliate program offered by the Node Owner, may purchase a license to use a TrafficSoldier™ website template that is affiliate enabled. You may use the TrafficSoldier™ license subject to your compliance with this License, the License/Terms and Conditions (of Use) ("Terms and Conditions"), the Reseller's Independent Contractor Agreement, and the Affiliate Program Agreement (which are each incorporated herein as if same were set out in full) (collectively referred to as "the Contract Documents"). During the Business Development Phase (as described in paragraph 11 of the accompanying Terms and Conditions), all individuals or entities purchasing a node license shall be subject to the Memorandum of Understanding applicable to all node owners within the TrafficCentral Network, and by purchasing a node license, you agree to be bound by same.
You do NOT have any right, whatsoever, to modify any contract or document contained within the TrafficSoldier™ website template. Further, you may not modify or remove the file(s) entitled "footer-legal.php" or "NoticeToHost.html" that are included in the content. At all times, every page of the Software Product displayable over the Internet, must contain a clearly viewable presentation of the entire "footer-legal.php" file that was sent to You with your license, and, must contain appropriately labeled links within it to the related documents. Such documents and/or contracts are provided for your use only, and may not be modified in whole, or in part, for resale, redistribution, or reproduction. Such documents and/or contracts are the subject of copyright protection by TrafficCentral and/or UniversalProtector™. Use of the TrafficSoldier™ template is conditioned upon your continued use of the contract documents contained therein. Removal of any links to the documents included with the TrafficSoldier™ website template is prohibited, and shall result in the immediate termination of this License, this Agreement, and any Independent Contractor agreement, then in effect. You may, however, add a copyright notice of your own only on those webpages or accompanying text documents (used in the "mail module") that you substantially change. Under no circumstances may you remove or change any existing copyright notices. In the event that you do remove any original copyright notices, you agree to indemnify Douglas L. Ashbaugh, TrafficCentral, and/or UniversalProtector™ LLC, and TC from any and all actual damages and you will be held liable for liquidated damages in the amount of $1 million USD per file changed.
As a Reseller for TC , You may market and sell copies of the TrafficSoldier™ website templates only to those individuals or entities who first purchase a reseller license, subject to the this License, the accompanying terms and conditions, and any Independent Contractor Agreement you may have with TC . In no event, however, may you convey to any individual or entity your TrafficSoldier™ website template. Your license to the TrafficSoldier™ website templates grants to you as a TC Reseller, a non-transferable, personal, limited right of Electronic Access and Electronic Distribution to the TrafficSoldier™ website template, on hosting provided by You, according to the terms and conditions of this Agreement and the reseller agreement between You and TC .
With the exception of any contract or documents provided with the TrafficSoldier™ website template, you may make limited modifications of the TrafficSoldier™ website template for your use as a TC Reseller. With the exception of any contract or documents provided with the TrafficSoldier™ website template, you may make limited modifications of the TrafficSoldier™ website template, provided, however, that you may not change any link to the "Order" page. Links to the "Order" page contained in the TrafficSoldier™ template contain pertinent information that allows any sales to be tracked to your reseller ID. If you change the "Order" page link(s), you will NOT receive proper credit for any sales made from your reseller site, and thus, you will NOT receive any commissions for such sales.
If there are any links on your specific version of the TrafficSoldier™ website template that are meant for use in TC Programs and by those individuals or entities who are or wish to be a TC Affiliate, you may not modify any such links. If you change any affiliate link(s), you will NOT receive proper credit for any sales made by the affiliate, and thus, you forfeit any commissions due for such sales.
You are expressly prohibited from placing or installing any portion of the Software Product and/or the Content on any electronic media, including, but not limited to, local or wide area networks, timesharing services, multiple processing units, multiple site arrangements, service or software rental bureaus, list servers, online services, electronic bulletin boards or forums, World Wide Web sites or any other server that is Internet-enabled, without written authorization by TC .
If you purchase a TrafficSoldier™ license from TC, any TC Reseller, or any TC Affiliate, you are purchasing a license only to the actual website pages contained within the TrafficSoldier™ website template, and not to any other software, program, or webpages contained within the MUTANT™ Node. This License also includes your right to use the distributed store architecture of the MUTANT™ Node in your role as a TC Reseller. The distributed store architecture is not in any way a part of the TrafficSoldier™ website template. This license to the TrafficSoldier™ website template, is a license to use such template as a reseller for TC within the TrafficCentral Network and is granted to You by TC. TrafficCentral and/or Douglas L. Ashbaugh and/or UniversalProtector™ retains all rights in the Technology, including (without limitation) all copyright, patent, trademark, trade secret and other proprietary rights worldwide in all media. You may not use the TrafficSoldier™ website template except as expressly permitted under this Agreement and under U.S. copyright, patent, trademark, and trade secret laws. Any routine and/or systematic redistribution of any portion of the products licensed herein is expressly prohibited.
Limited Warranty
We warrant that for a period of one (1) year after delivery of this copy of the Software to you:
To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
Limited Remedy
Our entire liability and your exclusive remedy shall be:
the replacement of any diskette(s) or other media not meeting our Limited Warranty which is returned to us or to an authorized Dealer or Distributor with a copy of your receipt, or
if we or an authorized Dealer or Distributor are unable to deliver a replacement diskette(s) or other media that is free of defects in materials or workmanship, you may terminate this Agreement by returning the Software and Documentation and your money will be refunded.
IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF OR THE INABILITY TO USE THE SOFTWARE (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Term and Termination
This License for the TrafficSoldier™ website template must be kept current at all times. If you fail to renew your reseller license annually, this license shall immediately terminate. Further, your license to the TrafficSoldier™ website template must be renewed annually. Failure to do either shall immediately terminate this license and Agreement, as well as any reseller license you may have with TC and shall also terminate any right you have to commissions then due or payable (whether by your sales or by those sales made by your affiliates).
If this License terminates for any reason whatsoever, TC reserves the right to immediately disable your reseller id and your reseller "store" link, and either TC shall then have immediate right to transfer any and all store links (whether on or at the node or on or at reseller(s) sites) to any other reseller or themselves. Any sums you may have due for anything whatsoever (including any sums from reseller and/or affiliate sales) shall immediately be forfeited, and this License shall immediately terminate.
License Renewal Fee is Ten Percent of Traditional Cost
This license agreement takes effect upon your purhase and related use of the software and remains effective for a period of one year from the date of purchase of this license. Each year, on the month and day when you last purchased this license or any renewal of this license, You are responsible for going to the TC website, updating your contract documents (if required) and paying a renewal fee equal to ten percent of the TrafficSoldier™ license plus an active reseller license must be in effect to use this license which may require a fee equal to ten percent of the then current Reseller license price for the level of your reseller license, to renew this TrafficSoldier license. In the event that the cost of the TrafficSoldier license is less than $99.99 USD per year, you agree to pay a minimum of $9.99 USD per year to renew your TrafficSoldier license. Renewal of your license expressly implies that you are accepting the then current contracts that are in place for resellers at time of purchase. During the initial year and any successive renewal periods, this license shall remain in effect until terminated. You may terminate it at any time by destroying all copies of the TrafficSoldier™ website template in your possession. This license agreement will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to either return to us or destroy all copies of the Software Product and/or the Content and/or the TrafficSoldier™ website template in your possession.
Confidentiality
The TrafficSoldier™ website template contains trade secrets and proprietary know-how that belong to TC and/or its suppliers and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.
You may not and You may not permit others to: reproduce, publish, distribute, sell, or otherwise access or use the Software Product and/or the Content in any manner whatsoever that may infringe any copyright or proprietary interest of TC , TrafficCentral and/or UniversalProtector™; distribute the information contained in the Software Product and/or the Content to other users not duly authorized to access the Content; distribute, rent, sublicense, lease, transfer or assign the Software Product and/or the Content, and this License; decompile, disassemble, or otherwise reverse-engineer the Software Product and/or the Content, or any other part of the TrafficCentral Network, or any software contained therein, or alter, translate, modify, or adapt any of these to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law. Requesting any programmer or service to provide you with a copy of the Software Product and/or the Content, any part of the TrafficCentral Network, and/or any software contained therein is a violation of this License as well as the copyrights and Patents or Patents Pending (whether based in the United States or abroad) on the Software Product and/or the Content and/or any portion thereof which is protected by U.S. or foreign patent law, and may be a violation of criminal as well as civil law.
If this License is terminated for any reason, including any violation of this License or the Contract Documents whatsoever by you, then this License shall immediately terminate and rights to any sums you may have due under for sales made by you or sales made by your affiliates shall be forfeited, permanently. Nothing contained herein or in any of the Contract Documents is intended to convey to you any right to transfer or sublicense this License. You have no right to sell or license the MUTANT™ Node Architecture or the TrafficSoldier™ website template license, to any person or entity whatsoever, except through the Strategic Alliance Agreement. Under this License, you are also prohibited from making any copy of the MUTANT™ Node Architecture or the TrafficSoldier™ website template for any purpose (other than archival purposes) whatsoever. Specifically, with regard to the MUTANT™ Node Architecture or the TrafficSoldier™ website template, the following activities are prohibiited:
a) having more than one copy of the TrafficSoldier™ website template on any computer or internet hosting account whatsoever;
b) copying of the MUTANT™ Node Architecture for any purpose whatsoever, including adaptation purposes, or copying the TrafficSoldier™ website template for adaptation purposes;
c) modification of the MUTANT™ Node Architecture or the TrafficSoldier™ website template in any way whatsoever;
d) reverse engineering, decompiling, or disassembling the MUTANT™ Node Architecture or the TrafficSoldier™ website template in any way whatsoever;
e) sublicense, rent, lease or lend any portion of the MUTANT™ Node Architecture or the TrafficSoldier™ website template in any way whatsoever.
Miscellaneous
This license and the accompanying Terms and Conditions and the Independent Contractor Agreement may be terminated by either party without notice at any time for any reason. The provisions of the Terms and Conditions, paragraphs 1 (Structure of Network), 3 (Restrictions), 4 (Use of the Sites/Services), 5 (Exclusion of Warranties/Limitation of Warranties), 6 (Compliance with CAN-SPAM Act and anti-SPAM Laws), 7 (Intellectual Property Rights), 8 (Indemnification), 9 (Third Party Rights), 10 (Term; Termination) 11 (Business Development Phase), and 12 (Miscellaneous) shall survive any termination of this license, the accompanying Terms and Conditions, and the Independent Contractor Agreement.
If any part of this License or the Contract Documents is declared void, the remaining terms and conditions of each of the agreements shall, to the maximum practicable extent, be construed without reference to that part. No term or provision of this License, the Terms and Conditions, the Independent Contractor Agreement, or the Two-Tier Affiliate Agreement (if applicable), shall be waived unless in writing and signed by the party waiving the provision, and any waiver shall apply only to the specific event or situation which it describes and shall not be continuing. No person or entity may assign or sublicense this License without both TC's and TrafficCentral's prior written consent.
IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE, TC'S AND/OR TRAFFICCENTRAL'S LIABILITY FOR DAMAGES UNDER THIS LICENSE AND THE CONTRACT DOCUMENTS, TO ANY PERSON OR ENTITY, SHALL NOT EXCEED THE SUMS ACTUALLY PAID BY THE PERSON OR ENTITY FOR THE PRODUCT, SERVICE, AND OR OPPORTUNITY (LICENSE).
To the extent you have in any way violated or threatened to violate TC and/or TrafficCentral's intellectual property rights, TrafficCentral and/or TC may seek injunctive or other appropriate relief in any state or United States federal court in the State of Florida, USA and you consent to exclusive jurisdiction and venue in such courts. Use of the MUTANT™ Node Architecture, the TrafficSoldier™ website template, the Sites and the TrafficCentral Network is unauthorized in any jurisdiction that does not give effect to all provisions of this License and the Contract Documents, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and TC and/or You and TrafficCentral as a result of this License or the Contract Documents or use of the Sites and/or of the TrafficCentral Network.
TC 's performance of this License is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of TC 's right to comply with governmental, court and law enforcement determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
This License and the Contract Documents shall be governed and construed in accordance with the laws of the State of Florida and The United States of America applicable to agreements made and to be performed in the State of Florida and in the VAR_NODE_OWNR_COUNTRY. You agree that any legal action or proceeding between TC and you for any purpose concerning this License or the Contract Documents or between TrafficCentral and You, for any purpose concerning this License or the Contract documents or the parties' obligations hereunder, will first attempt to be resolved with the help of a mutually agreed-upon online mediator. Any costs and fees (other than attorney fees) associated with the mediation will be shared equally by each of us.
If it proves impossible to arrive at a mutually satisfactory solution through online mediation, we agree to submit the dispute to binding arbitration at the following location: for legal actions or proceedings between TrafficCentral or UniversalProtector™ and you, in Sarasota County, Florida, USA; for legal actions or proceedings between TC and You, Sarasota, Florida, USA; for legal actions or proceedings to which both TrafficCentral and TC are parties, in Sarasota County, Florida, USA; all under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
In no case shall You have the right to go to court or have a jury trial. You will not have the right to engage in pre-trial discovery except as provided in the rules; You will not have the right to participate as a representative or member of any class of claimants pertaining to any claim subject to arbitration; the arbitrator's decision will be final and binding with limited rights of appeal.
Any cause of action or claim You may have with respect to the Sites, the Products, the TC Products, the Opportunities, the TC Opportunities, the Services, or the TC Services, must be commenced within ninety (90) days after the claim or cause of action arises or such claim or cause of action is barred. TC's, TrafficCentral 's, and/or UniversalProtector™'s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. Use of headings in this document is for convenience only and does not identify legal boundaries or terms explicitly.
TC may modify this License Agreement/Terms and Conditions (of Use), and the agreement they create, at any time, simply by updating this posting and without notice to you. This License and the Contract Documents are the ENTIRE agreement regarding all the matters that have been discussed.
TC may transfer or assign its rights and duties under this Agreement to any party at any time without notice to you. Nothing herein shall alter or encumber the right of TC to transfer any such rights or responsibilities. Any transfer by TC shall cause this License, and any other Contract Documents then in effect to transfer simultaneously, all without further permission by You.
Nothing contained herein, nor the Contract Documents provided by this License, shall constitute legal advice. TrafficCentral is not engaged in the practice of law, and nothing contained herein or the Contract Documents themselves shall suggest differently. No attorney-client relationship is formed by communications between Licensee and TrafficCentral, nor by communications between Licensee and counsel for TrafficCentral. The Contract Documents are intended to protect the interests of TrafficCentral specifically, and the Node Owners generally. If you require legal advice, you should consult an attorney who is actively engaged in the practice of law and who is admitted to the bar in your jurisdiction.