Software License
Updated: January 1, 2025
Effective: February 1, 2025
Update Notice: This document has been revised and completely replaces any previous version. Please refer to the “Updated” and “Effective” dates above. Your continued use of the Site or Services after the Effective Date constitutes your acceptance of the revised terms.
Other Applicable Policies: Your use of the Expertly software is also subject to all other legal terms, policies, and notices posted at https://expertly.com/legal/, including but not limited to our Acceptable Use Policy, Terms and Conditions, Privacy Statement, Subprocessors List, Open Source Attributions, and any supplemental privacy disclosures. By installing or using the software, you agree to be bound by these additional terms, as they may be amended from time to time.
This License (this "License") for the Expertly Software is between Licensor and Licensee, as each such term is defined in any Software Order Form or online registration that incorporates these terms (“Order Form”), who may be referred to herein collectively as the "Parties" or individually as a "Party."
WHEREAS, Licensor provides access to the Services to its customers; and
WHEREAS, Licensee desires to access the Services both for itself and those other persons named in any Order Form hereto, and Licensor desires to provide Licensee access to the Services, subject to the terms and conditions of this License.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and other good and valuable consideration (the receipt and sufficiency of which is acknowledged), the Parties agree as follows:
"Aggregated Statistics" means data and information related to Licensee's use of the Services that is used by Licensor in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
"Authorized User" means (i) Licensee's employees, consultants, contractors, and agents (A) who are authorized by Licensee to access and use the Services under the rights granted to Licensee pursuant to this License and (B) for whom access to the Services has been purchased hereunder and (ii) such other persons as are designated in Order Form hereto.
"Documentation" means Licensor's user manuals, handbooks, and guides relating to the Services provided by Licensor to Licensee either electronically or in hard copy form/end user documentation relating to the Services.
"Licensee Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Licensee, any authorized sublicensee of Licensee or an Authorized User through the Services.
"Licensor IP" means the Services, the Documentation, and any and all intellectual property provided to Licensee or any Authorized User in connection with the foregoing. For the avoidance of doubt, Licensor IP includes Aggregated Statistics and any information, data, or other content derived from Licensor's monitoring of Licensee's access to or use of the Services, but does not include Licensee Data.
"Services"means the software, software-as-a-service, browser-based, desktop, or cloud-based functionality made available by Licensor to Licensee, including as described in an Order Form, online registration, or any other documented agreement, or accessed via self-service subscription or installation.
Provision of Access. Subject to and conditioned on Licensee's payment of Fees and compliance with all other/the terms and conditions of this License, Licensor hereby grants Licensee a non-exclusive, non-transferable (except in compliance with Section 11 “Assignment”) license to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. This use is limited to Licensee's internal use as well as any particular external use that is set forth in Order Form hereto or is otherwise agreed upon in a writing signed by both Licensee and Licensor. Licensee will access the Services through Licensor’s website and software using credentials created during online registration or otherwise provided by the Licensor. Licensor shall have the right to require any person accessing the Services to agree to such end-user license as Licensor may determine to be appropriate from time to time.
Documentation License. Subject to the terms and conditions contained in this License, Licensor hereby grants to Licensee a non-exclusive, non-sublicenseable, non-transferable (except in compliance with Section 11 “Assignment”) license to use the Documentation during the Term solely for Licensee's internal business purposes in connection with its use of the Services as well as any particular external use that is set forth in Order Form hereto or is otherwise agreed upon in a writing signed by both Licensee and Licensor.
Use Restrictions. Licensee shall not use the Services for any purposes beyond the scope of the access granted in this License. Licensee shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) misuse the services, including but not limited to automated access, competitive analysis, building a competitive product or other violations of our Acceptable Use Policy which is incorporated by reference herein; (v) remove any proprietary notices from the Services or Documentation; or (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. For avoidance of doubt, any action by any employee, officer or agent of a party ("Representative") will be attributed to such party for purposes hereof.
Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this License. Except for the limited rights and licenses expressly granted under this License, nothing in this License grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the Licensor IP.
Suspension. Notwithstanding anything to the contrary in this License, Licensor may temporarily suspend any Authorized User's access to any portion or all of the Services if: (i) Licensor reasonably determines that (A) there is a threat or attack on any of the Licensor IP; (B) any Authorized User's use of the Licensor IP disrupts or poses a security risk to the Licensor IP or to any other customer or vendor of Licensor; (C) any Authorized User, is using the Licensor IP for fraudulent or illegal activities or in any matter contrary to the terms of this License or any end user agreement; or (D) Licensor's provision of the Services to any Authorized User is prohibited by applicable law; (ii) any vendor of Licensor has suspended or terminated Licensor's access to or use of any third-party services or products required to enable Licensee or any Authorized User to access the Services; or (iii) if any amount payable with respect to this License is not paid when due if such failure is not cured within 10 days following notice of such failure by Licensor
(any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Licensor shall use commercially reasonable efforts to provide written notice of any Service Suspension to Licensee and to provide updates regarding resumption of access to the Services following any Service Suspension. Licensor shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Licensor will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensee or any Authorized User may incur as a result of a Service Suspension.
Aggregated Statistics. Notwithstanding anything to the contrary in this License, Licensor may monitor Licensee's use of the Services as well as that of any sublicensee or Authorized User and collect and compile Aggregated Statistics. All right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Licensor. Licensee acknowledges that Licensor may compile Aggregated Statistics based on Licensee Data input into the Services. Licensee agrees that Licensor may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.
General. Licensee is responsible and liable for all uses of the Services and Documentation resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this License. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this License if taken by Licensee will be deemed a breach of this License by Licensee. Licensee shall ensure that all Authorized Users are aware of this License's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.
4. Third Party Systems and Information
Systems. The Services may Interface with third party software systems and application interfaces (Collectively, "Systems") in connection with the provision of Services to Licensee or as part of Licensee use of the Services, including by example generative Artificial Intelligence resources. In connection with such activities Licensee Information may be shared with such Systems to the extent Licensor determines to be appropriate, which Licensee hereby consents to. Licensor will determine what information is to be shared with Systems and shall have no liability for the accuracy or completeness thereof barring the gross negligence of Licensor. As the Systems are not controlled by Licensor, Licensor will not have any liability for the accuracy or completeness of any Information or other output of such Systems. Licensee acknowledges that Artificial Intelligence Systems are relatively new and suggestions and other output provided by such Systems are not always accurate or complete and could violate third party copyrights, trademarks or other intellectual property rights. Accordingly, if Licensee provides materials for processing, storing or transforming through a System, or Licensee directs someone to use the Services to access third-party materials, Licensee agrees that it is responsible for ensuring compliance with all applicable third party intellectual property rights in connection with the delivery access or use of such third party intellectual property as well as any use by Licensee (or Licensor or other third party acting on behalf of Licensee) of any output from any Systems. Licensee acknowledges it is solely responsible for any use of such Systems or AI-generated outputs, including compliance with all applicable third-party intellectual property rights. As AI-generated content provided by the Services may be incomplete, inaccurate, or subject to error, you are solely responsible for verifying the accuracy, reliability, and legality of any output before using it in any critical or business-sensitive context. Licensee agrees that if it directs any person to access or use any System it will review the terms of service and ensure that the use of the System in connection with the Services is In accordance with the directions of Licensee and does not violate the terms of service.
Licensee further agrees that, with respect to any implementation that makes use of artificial intelligence, Licensee shall comply with any usage restrictions and other usage guidelines applicable thereto, including, but not limited to:
Confidential Information. While Licensor will only share information that Licensee designates as confidential information ("Confidential Information") with Systems that are either (a) requested by of it by Licensee or (b) which are believed by Licensor to be reputable and agree to maintain the confidentiality of Confidential Information, Licensor cannot be responsible for their handling or disclosure of such Confidential Information. If Licensee requests Licensor to access a System or arranges for Licensor to provide functionality by accessing a System, Licensee is solely responsible for whether the Systems maintains the confidentiality of any Confidential Information shared with such System. Should Licensee have concerns about any System, Licensee is encouraged to discuss same with Licensor. Should Licensee desire to not make use of functionality in which that Licensor would not share Licensee's Confidential Information with a given System, it shall instruct Licensor of same in writing of its election. Any software, Documentation or other materials provided by Licensor which are marked as confidential or proprietary will be treated as confidential by Licensee and will only be disclosed to persons with a need to have access to such Information.
Neither Licensee nor will delete, obscure, or remove any confidentiality or proprietary legends from materials provided by the other Party. If any such materials are copied or reproduced, all such original markings must be preserved.
Support is provided on an as-available basis through Licensor’s website or email support unless specified otherwise.
Service Levels. Subject to the terms and conditions of this License, Licensor shall use commercially reasonable efforts to make the Services available in accordance with any service levels set out in Order Form.
Support. The access rights granted hereunder entitles Licensee to any support services described on Order Form for the term of this License.
Licensor IP. Licensee acknowledges that, as between Licensee and Licensor, Licensor owns all right, title, and interest, including all intellectual property rights, in and to Licensor IP. If Licensee is permitted to sublicense access to the Services, its license to such sublicensee and all Authorized Users shall contain terms consistent with this License and provide that the sublicensee looks solely to Licensee with respect to any claims.
Licensee Data. Licensor acknowledges that, as between Licensor and Licensee, Licensee owns all right, title, and interest, including all intellectual property rights, in and to the Licensee Data. Licensee hereby grants to Licensor (and agrees to cause any authorized sublicensee to grant directly or indirectly to Licensor) a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Licensee Data and perform all acts with respect to the Licensee Data or other data as may be necessary for Licensor to provide the Services hereunder, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display the Aggregated Statistics.
Feedback. If Licensee, any sublicensee of Licensee or any of their respective employees or contractors sends or transmits any communications or materials to Licensor by mail, email, telephone, or otherwise, suggesting or recommending changes to the Licensor IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), provided, that Licensor may not use or disclose any personally identifiable information or other confidential information that may be included in the Feedback. Except for personally identifiable information or other confidential information, Licensor is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Licensee hereby assigns to Licensor on Licensee's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Licensor is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use any Feedback. Licensee shall cause any sublicensee to agree to a provision consistent with this Section 6“Feedback” so that all rights to Feedback belong to Licensor as contemplated by this Section 6 “Feedback”.
Licensor warrants that the Services will conform in all material respects to any service levels set forth in Order Form when accessed and used in accordance with the Documentation. Licensor does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in Order Form. The remedies set forth in Order Form are Licensee's sole remedies and Licensor's sole liability under the limited warranty set forth in this Section 6(a).
EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7, THE LICENSOR IP IS PROVIDED "AS IS" AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7, LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE LICENSOR IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees of Licensee’s external counsel) ("Losses") incurred by Licensee resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this License, infringes or misappropriates such third party's US intellectual property rights, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim.
If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that neither alternative is reasonably available, Licensor may terminate this License, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee with no liability accruing hereunder as a result of such termination; provided that Licensor will use commercially reasonable efforts to find an alternative non-infringing Service.
(iii) This Section 8 “Licensor Indemnification” will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (B) modifications to the Services not made by Licensor; or (C) Licensee Data.
Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any Third-Party Claim that the Licensee Data, or any use of the Licensee Data in accordance with this License, infringes or misappropriates such third party's US intellectual property rights and any Third-Party Claims based on Licensee's or any Authorized User's (i) negligence or willful misconduct; (ii) breach of this License or violation of applicable laws, rules, or regulations; (iii) use of the Services in a manner not authorized by this License; (iv) any wrongful actions taken by Licensee, any Authorized user or any third party utilizing Credentials; (v) use of the Services in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; or (vi) modifications to the Services not made by Licensor, provided that Licensee may not settle any Third-Party Claim against Licensor unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
This includes any claims, losses, or liabilities arising from (a) Licensee’s use of third-party Systems integrated with the Services, or (b) the use, reuse, or publication of any output generated by such Systems, including artificial intelligence systems.
Sole Remedy. THIS SECTION 8 SETS FORTH LICENSEE'S SOLE REMEDIES AND LICENSOR'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL LICENSOR'S LIABILITY UNDER THIS SECTION 8 EXCEED $100,000.
TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL LICENSOR BE LIABLE UNDER OR IN CONNECTION WITH THIS LICENSE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL LICENSOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO LICENSOR UNDER THIS LICENSE IN THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100,000, WHICHEVER IS LESS.
Term. The term of this License (the "Term") shall be the same as the subscription, agreement, statement of work, work order or other agreement to which this License is attached and incorporated into.
Survival. This Section 10 “Survival” and Sections 1, 6, 7 “Limited Warranty and Warranty Disclaimer”, 8, and 9 shall survive any termination or expiration of this License. No other provisions of this License survive the expiration or earlier termination of this License.
Entire Agreement. This License, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this License and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this License, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this License, excluding its Exhibits; (ii) second, the Exhibits to this License as of the Effective Date; and (iii) third, any other documents incorporated herein by reference. With respect to any agreement or document into which this License is attached or incorporated by reference into, the terms of this License shall govern.
Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this License, for any failure or delay in performing its obligations under this License (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns, unauthorized third parties accessing or disrupting the Services or compromising Licensee data, or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
Amendment and Modification; Waiver. Licensor may amend this License at any time by posting an updated copy of
this license to https://expertly.com/legal/License. Any such amendment is effective upon posting and the use of
the service after such posting will be deemed to be Licensee’s agreement to the License as amended. No waiver by
any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this License, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this License will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. If any provision of this License is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this License or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this License so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Assignment. Licensee may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Licensor. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This License is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US.
US Government Rights. Each of the Documentation and the software components that constitute the Services is a "commercial item" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.
(h) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Licensee, Section 2 ”Use Restrictions”, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
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