Registration Tool Agreement
Our Time reserves the right to change or modify any of the terms and conditions contained in these Widget Terms, at any time and in its sole discretion. Our Time will notify you of the changes or modifications by email or such other notice as Our Time may determine is appropriate. If you do not agree to the amended terms, you must immediately stop using the Widget and remove the Widget (and associated software code) from your web site. Any continued use of the Widget or failure to remove the Widget from your web site following three (3) days after receipt of such notice will confirm your agreement to such changes or modifications.
This Agreement is effective as of the date you first access, embed, or otherwise use the widget. (the “Effective Date”).
This Agreement shall commence on the Effective Date and expire at 11:59 p.m. on the date that is one (1) year after the Effective Date. Unless otherwise terminated as set forth below, this Agreement shall automatically renew for successive 1-year periods on the same terms and conditions contained herein.
Either Party may terminate this Agreement at any time in the event (a) of a material breach by the other Party which remains uncured after sixty (60) days written notice thereof, or (b) the other Party ceases to do business in the normal course, becomes or is declared insolvent or bankrupt, is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within ninety (90) calendar days or makes an assignment for the benefit of creditors. In addition, either Party may terminate this Agreement upon sixty (60) days’ prior written notice to the other Party.
The Widget is a software tool which you may place on your website to allow visitors to your web site to register to vote. All use of the Widget is at your sole risk. You agree not to charge users for access to the Widget or make any other commercial use of the Widget, and you further agree not to limit who can use the Widget based on partisan affiliation or any other non-technical criteria.
You will use best efforts to exclusively promote the Widget and shall use best efforts not to, distribute, reproduce, adapt, perform, store, Translate, host, transmit, Sublicense and/or promote any substantially similar widget designed to register voters during the Term.
Copyright and Limited License; Registration Data:
The Widget (including all software contained therein) is the property of Our Time and is protected by U.S. and international copyright laws. Our Time hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to embed and display the Widget on your web site, subject to the terms and conditions set forth in these Widget Terms. You are not licensed to use the Widget for any other purpose, and nothing in these Widget Terms shall be deemed to grant you any right, title, interest or license in or to the Widget, or to any of the information gathered through the Widget Content.
The content made available by Our Time through the Widget including without limitation, video, text, photos, and graphics, is protected under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by Our Time and/or its licensors and suppliers. The entire contents of this Software are subject to copyright protection. The Widget may not be copied, reproduced, modified, adapted, translated into any language, or distributed in any manner except for the display on your website as permitted in this Agreement. In addition, the Widget may not be used or displayed in any manner that would constitute or imply an endorsement (whether express or implied) by any person or entity of you or any candidate(s), political party or parties, product(s), service(s), activity(ies) or brand(s) contained on your web site. You must abide by all copyright notices, information, or restrictions contained in or attached to any Content. The names, logos, and materials displayed in the Software constitute trademarks, trade names, service marks or logos (“Trademarks”) of Our Time or other entities. Ownership of all Trademarks and the goodwill associated therewith remains with Our Time or those other entities.
The Widget is licensed, and not sold, to you under this agreement. You have no ownership rights in the Widget, any services or Registration Data provided by the Widget, or any related documentation. Our Time retains all right, title, and interest in and to the Widget, Registration Data, (including any changes, modifications, or corrections thereto) and any related documentation.
Usage Rules and Requirements:
Placement of Widgets:
Our Time prohibits the placement of the Widget on sites or pages (or framed by sites or pages) that include content that is abusive, harassing, threatening, inflammatory, discriminatory, defamatory, fraudulent, graphically violent, obscene, pornographic, vulgar or otherwise offensive as determined by Our Time in its sole discretion. Your agree to immediately remove the Widget upon written notice from Out Time of such an inappropriate placement.
Right to Discontinue Widgets and Terminate License:
Our Time reserves the right to discontinue providing the Widget at any time, to terminate your account, to revoke your license to the Widget and to require you to cease displaying or otherwise using the Widget for any reason or no reason, including, without limitation, if you violate of any provision of these Widget Terms. Upon any such revocation or termination, you agree to immediately remove the Widget from your Site.
You agree to defend, indemnify and hold Our Time and its directors, owners, employees and agents, harmless from and against any and all claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of any violation of this Agreement, the embedding, display and use of the Widget, or your collection, use, storage, handing and disclosure of any Registration Data.
THE WIDGET IS MADE AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. OUR TIME EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE WIDGET AND THE WIDGET CONTENT. WITHOUT LIMITING THE FOREGOING, OUR TIME DOES NOT REPRESENT OR WARRANT THE SECURITY, RELIABILITY, AVAILABILITY OR PERFORMANCE OF THE WIDGET OR THAT THE WIDGET IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. IN ADDITION, OUR TIME DOES NOT REPRESENT OR WARRANT THAT THE WIDGET IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WIDGET, OR YOUR USE THEREOF, WILL NOT INFRINGE UPON OR VIOLATE THE RIGHTS OF ANY THIRD PARTY. YOU UNDERSTAND AND AGREE THAT YOU USE THE WIDGET AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LIABILITY RESULTING FROM SUCH USE OR FOR ANY HARM THAT MAY RESULT FROM THE USE OF THE WIDGET.
Limitation of Liability:
IN NO EVENT SHALL OUR TIME, ITS DIRECTORS, OWNERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE WIDGET. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF OUR TIME, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE WIDGET EXCEED THE COMPENSATION YOU PAY, IF ANY, TO OUR TIME FOR USE OF THE WIDGET.
Nothing in these Widget Terms shall be construed as creating an agency, partnership, or joint venture of any kind. You agree not make any public statements that assert or imply any relationship with Our Time, unless you are otherwise authorized to do so or have Our Time’s prior written approval.
You acknowledge that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the Widget. You agree that you will not export or re-export the Widget in any form in violation of the laws of the United States or any foreign jurisdiction. By installing or using the Widget, you represent and warrant that you are not (a) a national or resident of any country to which the United States has embargoed goods, or (b) on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial and Prohibition Orders.
These Widget Terms are governed by the laws of the District of Columbia without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in the District of Columbia for any and all disputes, claims and actions arising from or in connection with Our Time. If for any reason a court of competent jurisdiction finds any provision or portion of these Widgets Terms to be unenforceable, the remainder of these Widgets Terms will continue in full force and effect. These Widget Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. In no event will any additional or inconsistent term in any purchase order or similar document submitted by you modify the terms of this agreement.