e-Suite License Agreement
Scope – e-MarketCommunication,
e-MarketOpportunity, e-SalesSupport, and FleetLeads (Collectively
“e-Suite”) are Havill & Company, Inc. (“Havill”)
services. This license
applies to the e-Suite of Havill services.
You should carefully read the following terms and conditions
before using this website. Unless
you have a different license agreement signed by Havill,
your use of this website indicates your acceptance of this license
agreement and warranty.
Grant of limited LICENSE
– This License Agreement is a legal agreement between you (either
an individual or a single entity) and Havill & Company, Inc. for
the use of the e-Suite websites, which may include associated media,
printed materials, and “online” or electronic documentation.
The use of an e-Suite website is not free.
Subject to the terms below, you are hereby granted a limited
license to use an e-Suite website.
In exchange, you will pay Havill the quoted fees and
Use of the Licensed website
– Havill grants you a limited, non-transferable and nonexclusive
license, without the right to grant sub-licenses, to use e-Suite
websites only with the authorized username and solely for the
purpose for which the e-Suite website was designed.
You shall not in any respect modify, disassemble, de-compile,
reverse engineer or otherwise attempt to render source code from any
e-Suite website. Your username and password are strictly confidential.
You shall not transfer, loan, encumber, sell or otherwise
make available access to an e-Suite website to any third party.
Havill retains all other rights not expressly granted to you
You acknowledge and agree e-Suite websites are the proprietary property of Havill
and embodies substantial creative rights, confidential and
proprietary information, copyrights, trademarks and trade secrets,
all of which shall remain the exclusive property of Havill.
Agreement shall commence upon your first logon to an e-Suite website.
This Agreement will automatically terminate in the event you
breach any of the terms or conditions of the Agreement.
This agreement can be canceled by either party for any
reason, or for no reason, without notice.
Upon termination of this Agreement for any reason, you shall
cease using the e-Suite website and promptly destroy or surrender
all data and related materials to Havill.
– You acknowledge and agree that e-Suite websites contains confidential
trade secret information. You
agree that e-Suite websites
and their related documentation, trademarks and trade names, oral or
written reports constitute confidential information
You shall maintain the strict confidentiality of all
Confidential Information, whether imparted directly or indirectly to
you, orally or in writing, and will neither use nor allow to be
used, directly or indirectly, any Confidential Information
commercially or otherwise for the use or benefit of you or any third
party, including, but not limited to, the concept known as
"reverse engineering," nor disclose any Confidential
Information under any circumstances to any third party except as
specifically authorized or agreed to in writing by Havill.
You will take all reasonable and necessary measures to
prevent disclosure of Confidential Information to any and all third
parties, except as authorized or agreed to in writing by Havill;
provided, however, that such disclosure or access shall be permitted
to your employees to the extent required for such employees to
perform duties for you not inconsistent with the terms and
conditions of this Agreement. You
shall ensure that any such employees who receive access to
Confidential Information are advised of its confidential and
proprietary nature and that they are prohibited from taking any
action prohibited under this Agreement. Because of the unique and proprietary nature of e-Suite websites, you understand and agree that in
the event of an actual or threatened breach by you of the provisions
of this Agreement, Havill shall, in addition to any other remedies
afforded it by law, be entitled to injunctive relief restraining you
from activities constituting a breach of this Agreement.
Nothing herein shall be construed as prohibiting Havill from
pursuing any other remedies available to Havill for such breach or
threatened breach, including the recovery of damages, costs and
attorneys' fees. You agree to indemnify Havill for all fees, costs, and
expenses (including reasonable costs and attorneys' fees) which
Havill shall incur in pursuing its rights and remedies hereunder.
The provisions of this paragraph shall survive termination of this
Exclusion of misuse of Marketing Data – e-Suite websites maintain a database of
contact information that includes both business and demographic
marketing data may be sourced and inputted into an e-Suite website
by either you, one of your business partners, or Havill.
You acknowledge and agree that you are solely responsible for
conformance to any copyrights or other business or government
restrictions placed on the use of this information.
HAVILL SHALL UNDER NO CIRCUMSTANCES
BE LIABLE TO YOU OR ANY THIRD PARTY, INCLUDING BUSINESS AND
GOVERNMENT ENTITIES, FOR COPYRIGHT INFRINGEMENTS OR THE ILLEGAL OR
UNAUTHORIZED USE OF MARKETING DATA, EVEN IF HAVILL IS APPRISED OF
THE LIKELIHOOD OF SUCH USE OCCURRING.
Access rights –
Your data is only accessible by registered users authorized by you.
The database of contact information maintained in an e-Suite
website may be used for direct mail, email, and
telemarketing purposes by you and your authorized business partners.
You can selectively restrict any authorized users from
viewing any record that you have added to an e-Suite website and own.
marketing rights –
Havill will market and promote e-Suite websites through news
releases, publicity, advertising and other publications.
Havill may, at its discretion, reference clients using
e-Suite websites. Havill
uses the information collected to set up services for individuals
and their organizations to contact users to further discuss user
interest in our company, the services that we provide, and to send
information regarding our company.
We may also email information regarding updates to e-Suite
services or Havill.
Exclusion of Warranties
– e-Suite services are subject to change without notice to you.
Accordingly, Havill reserves the right to alter e-Suite services at
any time and any reliance on e-Suite
services is at your own risk. You
understand and agree that e-Suite
services ARE PROVIDED TO YOU "AS IS."
HAVILL MAKES NO EXPRESSED OR IMPLIED WARRANTY OF ANY KIND
WHATSOEVER, WITH RESPECT TO THE E-SUITE SERVICE WEBSITES, AND
SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Exclusion of Damages
– HAVILL SHALL UNDER NO CIRCUMSTANCES BE LIABLE TO YOU FOR ANY
CONSEQUENTIAL, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT
OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED HEREUNDER, EVEN IF
HAVILL IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
Limit of Liability
– IN NO EVENT SHALL HAVILL'S LIABILITY ARISING OUT OF OR RELATED TO THE
TRANSACTIONS CONTEMPLATED HEREUNDER (WHETHER BASED ON AN ACTION OR
CLAIM IN TORT, CONTRACT OR OTHER LEGAL THEORY) EXCEED ONE HUNDRED
the event of any dispute, arbitration and/or litigation arising out
of or relating to this Agreement, or the subject matter hereof, the
prevailing party shall be entitled to recover from the losing party
all reasonable attorneys' fees and costs incurred by such party in
addition to any other judgment or award it may receive.
Governing Law – This
Agreement shall be governed by and construed in accordance with the
laws of Ohio, without regard to its conflict of law provisions, and
the United States, including patent and copyright laws, without
reference to the 1980 United Nations Convention on Contracts for the
International Sales of Goods. The
exclusive venue for all cases arising out of or related to this
Agreement shall be the federal and state courts in the State of Ohio
except that, at Havill's option, an action or proceeding arising out
of or relating to this Agreement may also be brought in the state or
country where you reside or do business.
Amendments – This
Agreement may not be altered or amended except by an instrument in
writing executed by an authorized representative of Havill.
Entire Agreement – YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, AND THAT YOU
UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS AND SUBJECT TO ITS
CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE
AND EXCLUSIVE STATEMENT CONCERNING THE SUBJECT MATTER OF THE
AGREEMENT BETWEEN HAVILL AND YOU, AND SUPERSEDES ANY PROPOSAL(S), OR
PRIOR AGREEMENTS (WHETHER WRITTEN OR ORAL) RELATING TO THE SUBJECT
MATTER OF THIS AGREEMENT.
Confidentiality Agreement and Terms
The purpose of this agreement is to define the terms and conditions
of the professional relationship between Havill & Company, Inc.
("Havill") and the client. ("Client"), as it
pertains to professional services provided by Havill.
With this agreement in place, Havill will provide services
resulting from verbal requests with verbal authorization where the
total of the fees and expenses associated with the request does not
exceed $5,000. A
request for services requiring fees and expenses greater than $5,000
will be addressed through a separate proposal and contract. Such proposal and contract will supercede this agreement.
and Payment -
Fees, Expenses, and
Taxes - Havill will provide Client the agreed upon services
detailed in our proposal. In
- Professional services will be billed on an hourly basis, in 15
minute time increments, with
Professional fees will be billed on the basis of
actual time from time slips, not from estimated budgets or
Professional fees for work within the original
scope will not exceed original estimate by more than 10% of
Should Client request that the scope of the
authorized service be expanded beyond that of the original
All professional services will be completed in good
faith and in the most cost effective manner available to
Technical support relating to software developed,
configured, or installed by Havill will be billed at standard
Expenses - In the
course of providing the products and services, Havill will
periodically incur expenses upon
Expenses will be billed from actual expenses
incurred, not from expense estimates provided in project
Expenses associated with work within the original
scope will not exceed original estimate by more than
Should Client request that the scope that the
authorized service be expanded beyond that of the original
Expenses will be billed at cost plus 15% to cover
expenses will be reasonable and
Havill Consultants is licensed by the State of Ohio
as a computer hardware and software vendor.
Taxes - Taxes will
be billed as an expense item. Havill
Consultants shall be responsible for paying and billing
- Invoices will be prepared monthly based on the accumulation of
professional fees and expenses.
Havill Consultants will maintain records of actual
professional time and expenses that will be available for Client's
review throughout the duration of the project.
All invoices are prepared from actual time and expenses
incurred, not time and expense estimates reported in project budgets
and/or project plans.
- Invoices are due and payable within 30 days of date of billing.
A finance charge of 1.5% per month will be assessed on any
unpaid balance after deduction of current payments, credits, and
allowances made within 30 days of date of billing.
This is an Annual Percentage Rate of 18%.
on Liability -
Havill draws on information and analysis believed to be reliable.
However, neither Havill nor individuals credited with
authorship or support can guarantee accuracy or completeness, or be
liable for possible errors of fact or judgment. Such information shall not be used or relied upon as the
exclusive basis for evaluating sales and marketing decisions.
Havill represents and warrants that it has the authority to
use information and data in furtherance of its providing services
under this agreement, and further represents and warrants that such
authority extends to the use by Client and any Client dealers or
representatives of information and services provided pursuant to
Client hereby releases and waives any and all
claims it may have against Havill, its respective directors,
members, shareholders, officers, employees, agents, and
representatives (collectively, "Representatives") from any
and all claims, liabilities, or damages resulting from the use of
information or data or services provided by Havill, unless:
(a) same are occasioned by the negligence or intentional act
of Representatives, or (b) same are occasioned by Representatives or
their actions in connection with amendments or alteration of the
information, data, or services, or (c) same are occasioned by any
breach of the representations and warranties regarding authorized
use made by Havill in the preceding paragraph.
The foregoing shall include, but not be limited to, any and
all reasonable attorney’s fees incurred by Havill.
AS SPECIFIED TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, IN NO
EVENT WILL EITHER PARTY OR ITS REPRESENTATIVES BE LIABLE TO THE
OTHER FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
OR EXEMPLARY DAMAGES ARISING DIRECTLY OR INDIRECTLY OUT OF THE USE
OF, OR INABILITY TO USE, HAVILL CONSULTANTS INFORMATION OR SERVICES.
any of the limitations on liability of either party or their
Representatives contained in this agreement are found to be invalid
or unenforceable for any reason by a court of competent
jurisdiction, each party agrees that the maximum liability shall not
in the aggregate, be greater than the fees paid by Client.
In the event of a dispute between the parties under the terms
of this Agreement or in any way connected with the rendering of
services under this Agreement, the disputing party agrees to send a
written notice to the other party providing the written specifics of
the dispute. Senior
management of the party receiving said notice shall agree to meet in
good faith to discuss resolution of the dispute with the other party
within thirty days of the receipt of the notice.
agreement shall be governed by Ohio law.
Each party hereby designates the Court of Common Pleas of
Lucas County, Ohio, as the court of proper jurisdiction and venue of
and for any and all lawsuits or other legal proceedings relating to
this agreement and hereby irrevocably consent to such designation,
jurisdiction, and venue; and hereby waive any objections or defenses
relating to jurisdiction or venue with respect to any lawsuit or
other legal proceeding initiated in the Court of Common Pleas of
Lucas County, Ohio.
DISCLOSURE OF THE Client BUSINESS PROGRAM – It is
understood that the Client deliverables are confidential,
proprietary, and valuable. Accordingly,
such disclosure of information shall be made under the following
terms and conditions:
“Client Confidential Information” shall mean
information relating to the project disclosed to Havill by Client in
writing and marked “Confidential” or, if disclosed orally,
confirmed in writing to Havill within thirty (30) days.
“Havill Confidential Information” shall mean
information relating to the project, or commissioned services,
disclosed to Client by Havill in writing and market
“Confidential” or, if disclosed orally, confirmed in writing to
Client within thirty (30) days.
Each party agrees to maintain confidential and not
disclose to any third party or use Confidential Information of the
other, except for the purpose noted above, for a period of two (2)
years from the date of disclosure hereunder after which period each
party’s obligation of non-use shall cease and each agrees to treat
the information received hereunder in the same manner as it treats
its own proprietary and confidential information.
The provisions of paragraph C above shall not apply
which was in
the public knowledge or literature at the time of disclosure
receiving party had in its possession at the time of disclosure
hereunder without obligation of confidentiality; and such provisions
shall cease to apply to information which:
subsequent to its disclosure hereunder and without
fault of the receiving party becomes part of the public knowledge;
is disclosed to the receiving party without
obligation of confidentiality by a third party having legal right to
do so; or
is independently developed by employees of the
receiving party who have not had access to the disclosing party’s
This agreement shall not be construed to grant
either party any license or other right except as expressly noted
EACH PARTY SHALL LIMIT THE DISCLOSURE OF ITS
CONFIDENTIAL INFORMATION TO THE OTHER PARTY TO THAT REQUIRED FOR THE
PURPOSES OF THIS AGREEMENT. NO
CONFIDENTIAL INFORMATION SHALL BE DISCLOSED BY EITHER PARTY UNTIL
THE DISCLOSING PARTY HAS DESCRIBED THE GENERAL NATURE AND SCOPE OF
THE INFORMATION TO BE DISCLOSED AND THE OTHER PARTY HAS AGREED TO
RECEIVE SUCH INFORMATION IN CONFIDENCE AND DESIGNATED THE
INFORMATION PURSUANT TO PARAGRAPH A OF THIS PART 4.
All documents, drawings, and writings provided to
the receiving party hereunder and copies thereof shall be returned
promptly to the disclosing party upon the disclosing party’s
written request with the exception of one (1) legal file copy, which
may be retained solely for the determination of legal obligations
under this Agreement.
The time period for disclosure of information under
this Agreement shall expire on December 31, 2004
The term of
this agreement shall commence on the date of project authorization.
This agreement can be canceled by either party for any
reason, or for no reason, with 30 days written notice.
Termination shall not affect each party’s confidentiality
and not-use obligations under paragraphs A and B of this Part 4.
is either expressed or implied between the parties except as to the
obligations set forth in this agreement.
Havill & Company, Inc.
© 2001-2006 Havill & Company, Inc.