By using any FunnelKits service, automation or content, you agree to the following Terms and Conditions:
State of Texas
This License Agreement (the “Agreement”) is made effective as of January 1st, 2016 by and between the following Licensor of the following address:
BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS)
791 Hwy 77N, Suite 501C-202
Waxahachie, TX 75175
and the FUNNELKITS USER.
In the Agreement, the Party who is granting the right to use the licensed property will be referred to as “BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS),” and the Party who is receiving the right to use the licensed property will be referred to as “FUNNELKITS USER.” The individuals may be known collectively as the “Parties.” All references to the Licensee and Licensor in this Agreement shall include, if relevant, the Parties' parent companies, affiliates, and subsidiaries.
The Parties agree to the following:
I. GRANT OF LICENSE
1. BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS) owns the following property (the “Authored Work”):
FunnelKits modules contain marketing automation campaigns and components, including all emails, rules, design, pages, tags, message variables, templates, implementation and proprietary assets contained within.
2. In accordance with this Agreement, BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS) grants FUNNELKITS USER a license to use the Authored Work.
3. This License provides the limited right to reproduce, publicly display and distribute the Authored Work only for the agreed upon terms set forth in this Agreement. Use of each FunnelKits module is considered acceptance of these terms by the FUNNELKITS USER. The Authored Work used for any purpose not directly related to these terms must be with the express written permission of the Licensor and may include the payment of additional fees unless otherwise agreed to in writing.
4. Licensee may use the Authored Work only in the following manner unless both Parties agree to otherwise in writing:
Licensee may use specific FunnelKits modules and components inside of their FunnelKits account as long as they keep their subscription for that module current. They may not copy, reproduce or use any part of a module outside of their FunnelKits account or with any other system or program.
5. BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS) retains title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee.
II. ROYALTY PAYMENTS
6. Licensee shall pay to Licensor a royalty which shall be calculated according to the following payment arrangement:
Licensee will pay a monthly subscription amount for each FunnelKits module unless otherwise specified in writing.
7. The Licensee may freely make modifications to the Authored Work without any prior approval from the Licensor.
8. If the Licensee fails to abide by the obligations of this Agreement, including the obligation to make any royalty payments when due, the Licensor shall have the option to cancel this Agreement which may include closing the account and deleting files after 15 days.
9. The Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated above and if there are no other defaults during such time period.
V. CONFIDENTIAL INFORMATION
10. The term “Confidential Information” refers to any information or materials that are proprietary to the Licensor, whether or not owned or developed by the Licensor, and which the Licensee may obtain through any direct or indirect contact with the Licensor or the Authored Works.
11. Regardless of whether specifically identified as confidential or proprietary, Confidential Information” shall include any information provided by the Licensor concerning the business, technology, and information of the Licensor and any third party with which the Licensor deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code, object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and client lists. The nature of the information and the manner of the disclosure are such that a reasonable person would understand it to be confidential.
12. Confidential Information does not include the following:
a. Matters of public knowledge that result from disclosure by BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS)
b. Information rightfully received by FUNNELKITS USER from a third party without a duty of confidentiality
c. Information independently developed by FUNNELKITS USER
d. Information disclosed by operation of law
e. Information disclosed by FUNNELKITS USER with prior written consent from BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS)
f. Any other information that both Parties agree in writing is not confidential
VI. PROTECTION OF CONFIDENTIAL INFORMATION
13. FUNNELKITS USER understands and acknowledges that the Confidential Information has been developed or obtained by BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS) by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS) which provides BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS) with a significant competitive advantage, and needs to be protected from improper disclosure.
14. In consideration for the receipt by FUNNELKITS USER of any Confidential Information, FUNNELKITS USER agrees as follows:
a. No Disclosure: FUNNELKITS USER will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS).
b. No Copying or Modifying: FUNNELKITS USER will not copy or modify any Confidential Information without the prior written consent of BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS).
c. Unauthorized Use: FUNNELKITS USER shall promptly advise BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS) if FUNNELKITS USER becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
d. Application to Employees: FUNNELKITS USER shall not disclose any Confidential Information to any employees of FUNNELKITS USER, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS).
VII. NON-EXCLUSIVE LICENSE TO LICENSOR
15. As of the effective date, FUNNELKITS USER grants back to BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS) a non-exclusive royalty free license to use the Authored Work as BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS) sees fit, for the creation of derivative works.
16. This license back is only granted if and when the license shall not limit FUNNELKITS USER's rights and public rights under this License.
17. Neither Party makes any warranties with respect to the use, sale, or other transfer of the Authored Work by the other Party or by any third-party, and FUNNELKITS USER accepts the product “AS IS.”
18. In no event will BOTTOM LINE MARKETING AUTOMATION, INC. (DBA FUNNELKITS) be responsible for direct, indirect, special, incidental, or consequential damages that are in any way related to FUNNELKITS USER's use of the Authored Work.
IX. TRANSFER OF RIGHTS
19. This Agreement shall be binding on any successors of the Parties.
20. Neither Party shall have the right to assign its interests in this Agreement to any other Party, unless the prior written consent of the other Party is obtained.
21. This Agreement may be terminated by either Party by providing written notice to the other Party.
22. This Agreement shall automatically terminate upon the occurrence of the following event or milestone:
The licensee cancels subscription or is 15 days late with a monthly payment.
XI. ENTIRE AGREEMENT
23. This Agreement contains the entire Agreement between the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.
24. The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests.
25. If any provisions of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
26. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
27. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.
XIV. WAIVER OF CONTRACTUAL RIGHTS
28. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
XV. APPLICABLE LAW
29. This Agreement shall be governed by the laws of the State of Texas.
FunnelKits is a subsidiary of Bottom Line Marketing Automations, Inc. Additional applicable Terms and Conditions can be found on the Bottom Line Marketing Automation site. Please contact our support desk with any additional questions.