Terms & Conditions

These terms and conditions outline the rules and regulations for the use of Evolution Quotes, LLC’s Website, located at https://cretequote.com.

By accessing this website we assume you accept these terms and conditions. Do not continue to use Evolution Quotes, LLC’s Website if you do not agree to take all of the terms and conditions stated on this page.

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: “Client”, “You” and “Your” refers to you, the person log on this website and compliant to the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of Netherlands. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Cookies

We employ the use of cookies. By accessing Evolution Quotes, LLC’s Website, you agreed to use cookies in agreement with the Evolution Quotes, LLC’s Website Privacy Policy.

Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies.

License

Unless otherwise stated, Evolution Quotes, LLCand/or its licensors own the intellectual property rights for all material on Evolution Quotes, LLC’s Website. All intellectual property rights are reserved. You may access this from Evolution Quotes, LLC for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

  • Republish material from Evolution Quotes, LLC’s Website
  • Sell, rent or sub-license material from Evolution Quotes, LLC’s Website
  • Reproduce, duplicate or copy material from Evolution Quotes, LLC’s Website
  • Redistribute content from Evolution Quotes, LLC’s Website

This Agreement shall begin on the date hereof.

Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. Evolution Quotes, LLC does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of Evolution Quotes, LLC,its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, Evolution Quotes, LLC shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

Evolution Quotes, LLC reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.

You warrant and represent that:

  • You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
  • The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
  • The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
  • The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant Evolution Quotes, LLC a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.

Hyperlinking to our Content

The following organizations may link to our Website without prior written approval:

  • Government agencies;
  • Search engines;
  • News organizations;
  • Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
  • System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.

We may consider and approve other link requests from the following types of organizations:

  • commonly-known consumer and/or business information sources;
  • dot.com community sites;
  • associations or other groups representing charities;
  • online directory distributors;
  • internet portals;
  • accounting, law and consulting firms; and
  • educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Evolution Quotes, LLC; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Evolution Quotes, LLC. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

  • By use of our corporate name; or
  • By use of the uniform resource locator being linked to; or
  • By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.

No use of Evolution Quotes, LLC‘s logo or other artwork will be allowed for linking absent a trademark license agreement.

iFrames

Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.

Content Liability

We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Your Privacy

Please read Privacy Policy

Reservation of Rights

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

Removal of links from our website

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

  • limit or exclude our or your liability for death or personal injury;
  • limit or exclude our or your liability for fraud or fraudulent misrepresentation;
  • limit any of our or your liabilities in any way that is not permitted under applicable law; or
  • exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

SOFTWARE LICENSE AGREEMENT

IMPORTANT – PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING ANY PART OF THE SOFTWARE. THIS IS A LEGAL DOCUMENT THAT STATES THE TERMS AND CONDITIONS THAT GOVERN A LICENSEE’S USE OF THE SOFTWARE.  BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT BY CLICKING “I ACCEPT”/ (and/or) “Sign Up”” OR USING THE SOFTWARE, THE LICENSEE ACKNOWLEDGES THAT THE LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE LEGALLY BOUND BY ITS TERMS. 

THIS END USER LICENSE AGREEMENT (“Agreement”) is entered into as of the date the terms and conditions of this Agreement have been accepted (“Effective Date”), by and between Evolution Quotes, LLC, a Wisconsin Limited Liability Company (“Licensor”) and the entity that will be using the Software (“Licensee”).

WHEREAS, the Licensee desires to contract with Licensor to obtain a license to use the Software; and  

WHEREAS, Licensor is ready, willing and able to provide a license for the Software pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

Section 1.  Grant of License.

  1. Grant of License. Subject to the terms of this Agreement, Licensor hereby grants to Licensee a non-exclusive and non-transferable license (without any right to sublicense) to use:  (i) the web-based software program used by Licensee to assist Licensee to obtain leads and create quotes for projects for potential customers (“Program”); (ii) the associated written documentation (“Documentation”); and, (iii) any updates, revisions or upgrades of the Program or the Documentation provided to Licensee (each an “Update”) (the Program, the Documentation and any Update are, collectively, the “Software”).  The rights granted in this Agreement are effective only upon payment of the license fee set forth in Section 5, below, and execution of this Agreement. 
  2. Limitations of Grant of License. The Software is to be used solely and exclusively by employees of Licensee for the internal purposes of the Licensee and shall not be redistributed to any other person or entity.  The Licensee shall not sell, reproduce, publish, license, disseminate or sublicense any portion of the Software.  Further, under no circumstances does Licensee have any right to reverse engineer, decompile, disassemble, modify or translate the Software.  This includes but is not limited to Licensee not making any revisions to the Customer Terms and Conditions, which each potential end user must sign before accessing the Software.
  3. This Agreement is effective as of the Effective Date and shall continue until terminated as provided. The term of the grant of license under Section 1.A shall become the execution of this Agreement and shall renew automatically on a month to month basis and shall continue until it is terminated pursuant to Section 6 (“Term”).  The grant of license remains conditional and is contingent on timely payment of all obligations by Licensee to Licensor and Licensee remaining in compliance with this Agreement.

Section 2.  Scope of Use.  The Licensee may only use the Software with a single website controlled by Licensee.  In addition, the Licensee shall not permit any party to:  (i) use the Software for the benefit of any third party, including without limitation, in an outsourcing or timesharing arrangement; (ii) sell, lease, sublicense, distribute, or otherwise transfer the Software or any username used by Licensee to any person, firm, or entity; or, (iii) copy, modify, adapt, translate, decompile, disassemble, create or attempt to create, by reverse engineering or otherwise, the source code or object code supplied hereunder in part or in whole.  Licensee agrees not to access (or attempt to access) any of the Software by any means other than through the interface that is provided by Licensor.  All rights not expressly granted to the Licensee herein are hereby reserved by Licensor.  Licensee agrees to inform all users who have access to the Software about the content of this Agreement and to make sure that they comply with the terms of this Agreement.

Section 3.  Ownership

  1. This is a license agreement and not an agreement for sale. Licensee shall not have any rights to or interest in any worldwide Intellectual Property Rights that are embodied in or related to the Software.  For purposes of this Agreement, the term “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide.  Licensee may not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed on or in the Software. 
  2. Licensor shall not own any right, title or interest to the data regarding Licensee’s services, products, or clients (“Client Data”). As between Licensor and Licensee, Licensee shall own all such Client Data that has been reduced to a quote or sales order.  However, Licensor may collect information and data regarding how the Software is used, processes information, and otherwise performs.   Licensor has the right to access and monitor the use of the Client Data and other actions and data within the Software and the use of the Software by Licensee.  All information collected by Licensor will be used by Licensor and not shared with third parties other than in the aggregate without any identifying information and is Licensor’s Confidential Information.  Any information or data produced by the Software regarding the performance of the Software or analysis and compilations of aggregate data collected by Licensor is considered proprietary information owned by Licensor.  Upon termination, Licensee has until the end of the Term to obtain all of the Client Data from the Software.  Licensor will delete copies of all Client Data upon termination of this Agreement.  After the license of the Software ends, Licensor has no obligation to provide Client Data to Licensee.

Section 4.  Services

  1. Support Services. Licensor will provide support services to Licensee during the Term.   Licensor will be adequately available by phone or email to answer questions of Licensee regarding the use of the Software and to help Licensee identify, verify, and resolve problems with the Software.  Licensee will provide such services to its potential customers and will contact Licensor with questions.  Licensor will not provide support services directly to customers.  Licensor will provide support services to Licensee from 7:30 AM to 6:00 PM Central Standard Time Monday to Friday (“Regular Business Hours”) as included in the fees.  Support services outside of Regular Business Hours will be charged at Licensor’s then current hourly rate.  Any support provided is done at the sole discretion of Licensor and is detailed in Exhibit A, and service fees may be increased by Licensor at its sole discretion upon thirty (30) days’ written notice.
  2. Implementation Services.
    1. Licensor, and/or a Licensor third party provider, will contact Licensee via email or phone upon Licensee’s payment of the implementation fee as detailed on Exhibit B. The Licensor, and/or Licensor’s third-party provider, will then provide the implementation assistance as provided on Exhibit B.
    2. All assistance, advisement, and/or services covered in this subsection 4.B. will not exceed one (1) hour of the Licensor’s and a Licensor approved third party provider’s combined time to complete. All time above one (1) hour will be billed to the Licensee at the Licensor hourly rate per Exhibit A.

Section 5.  Fees.  Licensee shall pay a fee in the amount specified in Exhibit B for the use of the Software.  The fees shall be paid to Licensor per Exhibit B and shall not be subject to offset or refund unless otherwise provided for in writing.  Licensor shall have no obligation to provide access to the Software or any Updates or perform any support services until such fees have been paid in full.  Licensor reserves the right to withhold access to the Software until payment is received.    

Section 6.  Termination. Upon the expiration of the initial Term, renewal of this Agreement will occur automatically on a month to month basis unless otherwise terminated as provided below in writing. 

  1. Termination by Licensee. Licensee may immediately terminate the Term upon written notice prior to the earlier of thirty (30) days from the Effective Date or the first request for a quote received from a potential customer. 
  2. Termination by Either Party. Either party shall have the right to terminate this Agreement prior to the expiration of the Term (i) if the other party breaches any material provisions of this Agreement and does not cure said breach within thirty (30) days of notice thereof; (ii) immediately if the other party: (a) files a petition in bankruptcy or any other similar proceeding for the relief of debts voluntarily; (b) involuntarily has filed against it a petition in bankruptcy or any other similar proceeding for the relief of its debts and such petition or proceeding is not withdrawn, vacated, or dismissed within sixty (60) days after its filing; (c) has a trustee, receiver or other individual or entity appointed in bankruptcy or other similar proceedings to oversee its business affairs; (d) makes an assignment for the benefit of its creditors; and/or (iii) at any time and for any reason upon thirty (30) days’ advance, written notice to the other party.
  3. Effect of Termination or Expiration. Upon termination of this Agreement for any reason or upon the expiration of the then current Term, all rights granted to Licensee under this Agreement cease, including the grant of license under Section 1, including any perceived right the Licensee believes may remain to access the Software after termination.  If Licensee terminates pursuant to Section 6.A, rights and access will terminate immediately, and the first month of the monthly license fee shall be refunded. However, the implementation fee shall be retained by Licensor.  If either Licensee or Licensor terminates pursuant to Section 6.B, rights and access will terminate at the last day of the month in which the thirty (30) day notice period ends.  Except as given above, no refunds of any fees will be provided to Licensee upon termination for whatever reason.  Licensee’s rights and obligations under this Section and under Sections 1-3, 6-10, and 12-15 shall survive termination of this Agreement.

Section 7. Warranties

  1. Licensor’s Limited Warranty. Provided Licensee has timely paid the applicable fees and costs under this Agreement, Licensor represents and warrants to the Licensee as follows:  
    1. Licensor has the right to grant the rights and licenses contemplated by this Agreement.
    2. Licensor has the right to enter into and perform this Agreement. Further, Licensor acknowledges that its entry into or the performance of this Agreement will not constitute a violation or default of any other agreement under which Licensor is already bound.
  2. Licensee’s Warranties. Licensee represents and warrants to Licensor as follows:
    1. Licensee has the right to enter into and perform this Agreement. Further, Licensee acknowledges that its entry into or the performance of this Agreement will not constitute a violation or default of any other agreement under which the Licensee is already bound.
    2. Licensee will only use Licensor’s Software for lawful purposes, and Licensee will not store or provide any content or link to any material that violates foreign, federal, state or local law.  
  • Licensee agrees and understands that Licensee is responsible for maintaining the confidentiality of usernames and related passwords associated with any account Licensee uses to access the Software. If Licensee becomes aware of any unauthorized use of Licensee’s password or of Licensee’s account, Licensee agrees to notify Licensor immediately.

Section 8.  WARRANTY EXCLUSIONS.  EXCEPT AS STATED IN SECTION 7.AOF THIS AGREEMENT, LICENSOR DISCLAIMS OTHER WARRANTIES AND DOES NOT MAKE ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE WARRANTIES STATED IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES.  LICENSOR DOES NOT MAKE ANY WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SOFTWARE OR SERVICES AS THE LICENSEE HAS THE ULTIMATE AUTHORITY AS TO ALL DECISIONS CONCERNING THE IMPLEMENTATION OF THE SOFTWARE AND USE OF SERVICES.

THE PARTIES INTEND THAT THE LIMITED REMEDIES AND DISCLAIMERS CONTAINED IN THIS SECTION SHALL BE VALID AND ENFORCED EVEN IF THEY FAIL OF THEIR ESSENTIAL PURPOSE.

Section 9.  LIMITATION OF LIABILITY.  IN NO EVENT SHALL LICENSOR BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE OR BUSINESS EVEN IF SAID PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  LICENSEE’S REMEDY LIABILITY SHALL BE LIMITED IN THE AGGREGATE TO A REFUND OF THE FEES PAID UNDER SECTION 5 FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM.  IN NO EVENT SHALL LICENSOR, THE SOFTWARE MANUFACTURER OR THE SOFTWARE DISTRIBUTOR BE LIABLE FOR THE LICENSEE’S COST OF PROCURING SUBSTITUTE GOODS.

Section 10.  INDEMNIFICATION.  LICENSEE SHALL INDEMNIFY AND HOLD LICENSOR HARMLESS FROM ANY CLAIM, LOSS, COST, EXPENSE, DEMAND, OR DAMAGE, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING DIRECTLY OR INDIRECTLY OUT OF CLAIMS BY THIRD PARTIES ARISING OUT OF THE LICENSEE’S USE OF THE SOFTWARE EXCEPT TO THE EXTENT THE HARM IS ATTRIBUTABLE TO THE SOFTWARE, PROVIDED (I) LICENSEE NOTIFIES LICENSOR IN A TIMELY MANNER OF ANY SUCH CLAIMS OF WHICH IT HAS KNOWLEDGE OR NOTICE; AND (II) ACCORDS LICENSOR THE RIGHT, AT ITS SOLE OPTION AND EXPENSE, TO HANDLE THE DEFENSE OF THE CLAIM AND TO SETTLE OR RESOLVE ANY SUCH CLAIM IT DEEMS APPROPRIATE.

Section 11.  Export Restrictions.  The Licensee agrees to comply at all times with the provisions of all applicable laws and regulations regarding export controls or technology transfer restrictions of any applicable jurisdiction, including without limitation, those of the United States Departments of Commerce and State.

Section 12. Attorneys’ Fees, Costs and Expenses.  In any dispute arising out of this Agreement, the prevailing party shall recover from the other party all of its reasonable attorney’s fees, costs and expenses incurred in connection with the dispute. 

Section 13.  Alternative Dispute Resolution.  In the event of a dispute between the parties arising under or in connection with this Agreement, both parties agree to have executive officers from each party engage in non-binding mediation to attempt to resolve the outstanding issues prior to filing of any suit or arbitration.  Written documentation of the issues will be forwarded to the respective parties in advance of the meeting.  At the conclusion of the meeting, both parties will agree to attempt to resolve the matter in the spirit with which this Section is intended.

Section 14. Confidentiality Obligations. 

  1. From time to time, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the disclosing party and/or its business, products, processes, or services (together, “Confidential Information”) or trade secrets as defined by applicable Wisconsin law in connection with this Agreement. Each party agrees that during the term of this Agreement and thereafter: (i) it will use Confidential Information and trade secrets belonging to the Disclosing Party solely for the purpose(s) of this Agreement; and (ii) it will take all reasonable precautions to ensure that it does not disclose Confidential Information or trade secrets belonging to the Disclosing Party to any third party (other than the Receiving Party’s employees and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Party’s written consent.  Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information and trade secrets to the Disclosing Party. 
  2. Confidential Information does not include information, technical data or know-how which (i) is in possession of the Receiving Party at the time of disclosure as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; (iii) is approved for release in writing by the disclosing party; (iv) information that qualifies as a trade secret under applicable Wisconsin law; or (v) the fact that Licensor and Customer have entered into a business relationship.
  3. For Confidential Information that does not constitute trade secrets, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement. Information that does constitute “trade secrets” under applicable Wisconsin law, these confidentiality obligations will not expire after the termination or expiration of this Agreement and will continue for as long as the information is a trade secret. The Recipient will be responsible for any breach of this Section by its employees, representatives, and agents.

Section 15.  Miscellaneous

  1. Severability. If any provision of this Agreement is held void and unenforceable, the provision shall not render the Agreement unenforceable.
  2. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to its subject matter and may only be amended by the parties in writing.
  3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without reference to conflict of law principles. Venue and jurisdiction for any federal or state court litigation shall be Dane County, Wisconsin.

Exhibit A

Services

Support Services:

Implementation Services:

Licensor, and/or a Licensor third party provider, will contact Licensee via email or phone upon Licensee’s payment of the implementation fee as detailed on Exhibit A. The Licensor, and/or Licensor’s third-party provider, will then provide the following assistance:

  1. Assist the Licensee on how to setup their instance of the Software.
  2. Embed the Software web form onto 1 page of the Licensee’s website.

To embed the Licensor software web form onto one (1) page of the Licensee’s website, the Licensee agrees to provide the Licensor, and/or a Licensor third party provider, with the following information and details:

  1. Login credentials to Licensee website hosting account
  2. Login credentials to Licensee website
  3. FTP (File Transfer Protocol) credentials to Licensee website

Exhibit B

Software License Fees

Fees Description

Fees

 

Implementation Fees

 

$249/ one-time

 

 

 

Ongoing License Fees

$97/ month

 

Hourly Special Support Services Fees

 

$85/ hour

Additional Payment Terms:

Additional service requests to Licensor (such as additional customization beyond the initial scope, or data manipulation and strategic support beyond basic software tech support needs) will be billed at a rate equal to that of the Hourly Special Support Service Fees.  Additional Fees will be invoiced by a detailed billing statement on the first of each month. The invoice will be sent by standard or electronic mail.

 

SOFTWARE LICENSE AGREEMENT

IMPORTANT – PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING ANY PART OF THE SOFTWARE. THIS IS A LEGAL DOCUMENT THAT STATES THE TERMS AND CONDITIONS THAT GOVERN A LICENSEE’S USE OF THE SOFTWARE.  BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT BY CLICKING “I ACCEPT”/ (and/or) “Sign Up”” OR USING THE SOFTWARE, THE LICENSEE ACKNOWLEDGES THAT THE LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE LEGALLY BOUND BY ITS TERMS. 

THIS END USER LICENSE AGREEMENT (“Agreement”) is entered into as of the date the terms and conditions of this Agreement have been accepted (“Effective Date”), by and between Evolution Quotes, LLC, a Wisconsin Limited Liability Company (“Licensor”) and the entity that will be using the Software (“Licensee”).

WHEREAS, the Licensee desires to contract with Licensor to obtain a license to use the Software; and  

WHEREAS, Licensor is ready, willing and able to provide a license for the Software pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

Section 1.  Grant of License.

  1. Grant of License. Subject to the terms of this Agreement, Licensor hereby grants to Licensee a non-exclusive and non-transferable license (without any right to sublicense) to use:  (i) the web-based software program used by Licensee to assist Licensee to obtain leads and create quotes for projects for potential customers (“Program”); (ii) the associated written documentation (“Documentation”); and, (iii) any updates, revisions or upgrades of the Program or the Documentation provided to Licensee (each an “Update”) (the Program, the Documentation and any Update are, collectively, the “Software”).  The rights granted in this Agreement are effective only upon payment of the license fee set forth in Section 5, below, and execution of this Agreement. 
  2. Limitations of Grant of License. The Software is to be used solely and exclusively by employees of Licensee for the internal purposes of the Licensee and shall not be redistributed to any other person or entity.  The Licensee shall not sell, reproduce, publish, license, disseminate or sublicense any portion of the Software.  Further, under no circumstances does Licensee have any right to reverse engineer, decompile, disassemble, modify or translate the Software.  This includes but is not limited to Licensee not making any revisions to the Customer Terms and Conditions, which each potential end user must sign before accessing the Software.
  3. This Agreement is effective as of the Effective Date and shall continue until terminated as provided. The term of the grant of license under Section 1.A shall become the execution of this Agreement and shall renew automatically on a month to month basis and shall continue until it is terminated pursuant to Section 6 (“Term”).  The grant of license remains conditional and is contingent on timely payment of all obligations by Licensee to Licensor and Licensee remaining in compliance with this Agreement.

Section 2.  Scope of Use.  The Licensee may only use the Software with a single website controlled by Licensee.  In addition, the Licensee shall not permit any party to:  (i) use the Software for the benefit of any third party, including without limitation, in an outsourcing or timesharing arrangement; (ii) sell, lease, sublicense, distribute, or otherwise transfer the Software or any username used by Licensee to any person, firm, or entity; or, (iii) copy, modify, adapt, translate, decompile, disassemble, create or attempt to create, by reverse engineering or otherwise, the source code or object code supplied hereunder in part or in whole.  Licensee agrees not to access (or attempt to access) any of the Software by any means other than through the interface that is provided by Licensor.  All rights not expressly granted to the Licensee herein are hereby reserved by Licensor.  Licensee agrees to inform all users who have access to the Software about the content of this Agreement and to make sure that they comply with the terms of this Agreement.

Section 3.  Ownership

  1. This is a license agreement and not an agreement for sale. Licensee shall not have any rights to or interest in any worldwide Intellectual Property Rights that are embodied in or related to the Software.  For purposes of this Agreement, the term “Intellectual Property Rights” means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide.  Licensee may not delete, alter, cover, or distort any copyright, trademark, or other proprietary rights notice placed on or in the Software. 
  2. Licensor shall not own any right, title or interest to the data regarding Licensee’s services, products, or clients (“Client Data”). As between Licensor and Licensee, Licensee shall own all such Client Data that has been reduced to a quote or sales order.  However, Licensor may collect information and data regarding how the Software is used, processes information, and otherwise performs.   Licensor has the right to access and monitor the use of the Client Data and other actions and data within the Software and the use of the Software by Licensee.  All information collected by Licensor will be used by Licensor and not shared with third parties other than in the aggregate without any identifying information and is Licensor’s Confidential Information.  Any information or data produced by the Software regarding the performance of the Software or analysis and compilations of aggregate data collected by Licensor is considered proprietary information owned by Licensor.  Upon termination, Licensee has until the end of the Term to obtain all of the Client Data from the Software.  Licensor will delete copies of all Client Data upon termination of this Agreement.  After the license of the Software ends, Licensor has no obligation to provide Client Data to Licensee.

Section 4.  Services

  1. Support Services. Licensor will provide support services to Licensee during the Term.   Licensor will be adequately available by phone or email to answer questions of Licensee regarding the use of the Software and to help Licensee identify, verify, and resolve problems with the Software.  Licensee will provide such services to its potential customers and will contact Licensor with questions.  Licensor will not provide support services directly to customers.  Licensor will provide support services to Licensee from 7:30 AM to 6:00 PM Central Standard Time Monday to Friday (“Regular Business Hours”) as included in the fees.  Support services outside of Regular Business Hours will be charged at Licensor’s then current hourly rate.  Any support provided is done at the sole discretion of Licensor and is detailed in Exhibit A, and service fees may be increased by Licensor at its sole discretion upon thirty (30) days’ written notice.
  2. Implementation Services.
    1. Licensor, and/or a Licensor third party provider, will contact Licensee via email or phone upon Licensee’s payment of the implementation fee as detailed on Exhibit B. The Licensor, and/or Licensor’s third-party provider, will then provide the implementation assistance as provided on Exhibit B.
    2. All assistance, advisement, and/or services covered in this subsection 4.B. will not exceed one (1) hour of the Licensor’s and a Licensor approved third party provider’s combined time to complete. All time above one (1) hour will be billed to the Licensee at the Licensor hourly rate per Exhibit A.

Section 5.  Fees.  Licensee shall pay a fee in the amount specified in Exhibit B for the use of the Software.  The fees shall be paid to Licensor per Exhibit B and shall not be subject to offset or refund unless otherwise provided for in writing.  Licensor shall have no obligation to provide access to the Software or any Updates or perform any support services until such fees have been paid in full.  Licensor reserves the right to withhold access to the Software until payment is received.    

Section 6.  Termination. Upon the expiration of the initial Term, renewal of this Agreement will occur automatically on a month to month basis unless otherwise terminated as provided below in writing. 

  1. Termination by Licensee. Licensee may immediately terminate the Term upon written notice prior to the earlier of thirty (30) days from the Effective Date or the first request for a quote received from a potential customer. 
  2. Termination by Either Party. Either party shall have the right to terminate this Agreement prior to the expiration of the Term (i) if the other party breaches any material provisions of this Agreement and does not cure said breach within thirty (30) days of notice thereof; (ii) immediately if the other party: (a) files a petition in bankruptcy or any other similar proceeding for the relief of debts voluntarily; (b) involuntarily has filed against it a petition in bankruptcy or any other similar proceeding for the relief of its debts and such petition or proceeding is not withdrawn, vacated, or dismissed within sixty (60) days after its filing; (c) has a trustee, receiver or other individual or entity appointed in bankruptcy or other similar proceedings to oversee its business affairs; (d) makes an assignment for the benefit of its creditors; and/or (iii) at any time and for any reason upon thirty (30) days’ advance, written notice to the other party.
  3. Effect of Termination or Expiration. Upon termination of this Agreement for any reason or upon the expiration of the then current Term, all rights granted to Licensee under this Agreement cease, including the grant of license under Section 1, including any perceived right the Licensee believes may remain to access the Software after termination.  If Licensee terminates pursuant to Section 6.A, rights and access will terminate immediately, and the first month of the monthly license fee shall be refunded. However, the implementation fee shall be retained by Licensor.  If either Licensee or Licensor terminates pursuant to Section 6.B, rights and access will terminate at the last day of the month in which the thirty (30) day notice period ends.  Except as given above, no refunds of any fees will be provided to Licensee upon termination for whatever reason.  Licensee’s rights and obligations under this Section and under Sections 1-3, 6-10, and 12-15 shall survive termination of this Agreement.

Section 7. Warranties

  1. Licensor’s Limited Warranty. Provided Licensee has timely paid the applicable fees and costs under this Agreement, Licensor represents and warrants to the Licensee as follows:  
    1. Licensor has the right to grant the rights and licenses contemplated by this Agreement.
    2. Licensor has the right to enter into and perform this Agreement. Further, Licensor acknowledges that its entry into or the performance of this Agreement will not constitute a violation or default of any other agreement under which Licensor is already bound.
  2. Licensee’s Warranties. Licensee represents and warrants to Licensor as follows:
    1. Licensee has the right to enter into and perform this Agreement. Further, Licensee acknowledges that its entry into or the performance of this Agreement will not constitute a violation or default of any other agreement under which the Licensee is already bound.
    2. Licensee will only use Licensor’s Software for lawful purposes, and Licensee will not store or provide any content or link to any material that violates foreign, federal, state or local law.  
  • Licensee agrees and understands that Licensee is responsible for maintaining the confidentiality of usernames and related passwords associated with any account Licensee uses to access the Software. If Licensee becomes aware of any unauthorized use of Licensee’s password or of Licensee’s account, Licensee agrees to notify Licensor immediately.

Section 8.  WARRANTY EXCLUSIONS.  EXCEPT AS STATED IN SECTION 7.AOF THIS AGREEMENT, LICENSOR DISCLAIMS OTHER WARRANTIES AND DOES NOT MAKE ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  THE WARRANTIES STATED IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES.  LICENSOR DOES NOT MAKE ANY WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SOFTWARE OR SERVICES AS THE LICENSEE HAS THE ULTIMATE AUTHORITY AS TO ALL DECISIONS CONCERNING THE IMPLEMENTATION OF THE SOFTWARE AND USE OF SERVICES.

THE PARTIES INTEND THAT THE LIMITED REMEDIES AND DISCLAIMERS CONTAINED IN THIS SECTION SHALL BE VALID AND ENFORCED EVEN IF THEY FAIL OF THEIR ESSENTIAL PURPOSE.

Section 9.  LIMITATION OF LIABILITY.  IN NO EVENT SHALL LICENSOR BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES FOR LOSS OF PROFITS, REVENUE OR BUSINESS EVEN IF SAID PARTIES HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  LICENSEE’S REMEDY LIABILITY SHALL BE LIMITED IN THE AGGREGATE TO A REFUND OF THE FEES PAID UNDER SECTION 5 FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM.  IN NO EVENT SHALL LICENSOR, THE SOFTWARE MANUFACTURER OR THE SOFTWARE DISTRIBUTOR BE LIABLE FOR THE LICENSEE’S COST OF PROCURING SUBSTITUTE GOODS.

Section 10.  INDEMNIFICATION.  LICENSEE SHALL INDEMNIFY AND HOLD LICENSOR HARMLESS FROM ANY CLAIM, LOSS, COST, EXPENSE, DEMAND, OR DAMAGE, INCLUDING REASONABLE ATTORNEYS’ FEES, ARISING DIRECTLY OR INDIRECTLY OUT OF CLAIMS BY THIRD PARTIES ARISING OUT OF THE LICENSEE’S USE OF THE SOFTWARE EXCEPT TO THE EXTENT THE HARM IS ATTRIBUTABLE TO THE SOFTWARE, PROVIDED (I) LICENSEE NOTIFIES LICENSOR IN A TIMELY MANNER OF ANY SUCH CLAIMS OF WHICH IT HAS KNOWLEDGE OR NOTICE; AND (II) ACCORDS LICENSOR THE RIGHT, AT ITS SOLE OPTION AND EXPENSE, TO HANDLE THE DEFENSE OF THE CLAIM AND TO SETTLE OR RESOLVE ANY SUCH CLAIM IT DEEMS APPROPRIATE.

Section 11.  Export Restrictions.  The Licensee agrees to comply at all times with the provisions of all applicable laws and regulations regarding export controls or technology transfer restrictions of any applicable jurisdiction, including without limitation, those of the United States Departments of Commerce and State.

Section 12. Attorneys’ Fees, Costs and Expenses.  In any dispute arising out of this Agreement, the prevailing party shall recover from the other party all of its reasonable attorney’s fees, costs and expenses incurred in connection with the dispute. 

Section 13.  Alternative Dispute Resolution.  In the event of a dispute between the parties arising under or in connection with this Agreement, both parties agree to have executive officers from each party engage in non-binding mediation to attempt to resolve the outstanding issues prior to filing of any suit or arbitration.  Written documentation of the issues will be forwarded to the respective parties in advance of the meeting.  At the conclusion of the meeting, both parties will agree to attempt to resolve the matter in the spirit with which this Section is intended.

Section 14. Confidentiality Obligations. 

  1. From time to time, either party (the “Disclosing Party”) may disclose or make available to the other party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the disclosing party and/or its business, products, processes, or services (together, “Confidential Information”) or trade secrets as defined by applicable Wisconsin law in connection with this Agreement. Each party agrees that during the term of this Agreement and thereafter: (i) it will use Confidential Information and trade secrets belonging to the Disclosing Party solely for the purpose(s) of this Agreement; and (ii) it will take all reasonable precautions to ensure that it does not disclose Confidential Information or trade secrets belonging to the Disclosing Party to any third party (other than the Receiving Party’s employees and/or professional advisors on a need-to-know basis who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without first obtaining the Disclosing Party’s written consent.  Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information and trade secrets to the Disclosing Party. 
  2. Confidential Information does not include information, technical data or know-how which (i) is in possession of the Receiving Party at the time of disclosure as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (ii) prior to or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party; (iii) is approved for release in writing by the disclosing party; (iv) information that qualifies as a trade secret under applicable Wisconsin law; or (v) the fact that Licensor and Customer have entered into a business relationship.
  3. For Confidential Information that does not constitute trade secrets, these confidentiality obligations will expire three (3) years after the termination or expiration of this Agreement. Information that does constitute “trade secrets” under applicable Wisconsin law, these confidentiality obligations will not expire after the termination or expiration of this Agreement and will continue for as long as the information is a trade secret. The Recipient will be responsible for any breach of this Section by its employees, representatives, and agents.

Section 15.  Miscellaneous

  1. Severability. If any provision of this Agreement is held void and unenforceable, the provision shall not render the Agreement unenforceable.
  2. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to its subject matter and may only be amended by the parties in writing.
  3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin, without reference to conflict of law principles. Venue and jurisdiction for any federal or state court litigation shall be Dane County, Wisconsin.

Exhibit A

Services

Support Services:

Implementation Services:

Licensor, and/or a Licensor third party provider, will contact Licensee via email or phone upon Licensee’s payment of the implementation fee as detailed on Exhibit A. The Licensor, and/or Licensor’s third-party provider, will then provide the following assistance:

  1. Assist the Licensee on how to setup their instance of the Software.
  2. Embed the Software web form onto 1 page of the Licensee’s website.
  3. Install, configure, and/or setup up to 1 popup banner plugin on the Licensee’s website.

To embed the Licensor software web form onto one (1) page of the Licensee’s website, the Licensee agrees to provide the Licensor, and/or a Licensor third party provider, with the following information and details:

  1. Login credentials to Licensee website hosting account
  2. Login credentials to Licensee website
  3. FTP (File Transfer Protocol) credentials to Licensee website

Exhibit B

Software License Fees

Fees Description

Fees

 

Implementation Fees

 

$499/ one-time

 

 

 

Ongoing License Fees

$279/ month

 

Hourly Special Support Services Fees

 

$85/ hour

Additional Payment Terms:

Additional service requests to Licensor (such as additional customization beyond the initial scope, or data manipulation and strategic support beyond basic software tech support needs) will be billed at a rate equal to that of the Hourly Special Support Service Fees.  Additional Fees will be invoiced by a detailed billing statement on the first of each month. The invoice will be sent by standard or electronic mail.