Terms Of Use

THIS SOFTWARE LICENSE AGREEMENT (the “Agreement”) is made by and between  BidRazor, LLC, a Missouri limited liability company (hereinafter called “Licensor”) and you as the user of this website (hereinafter called “Licensee”).

WHEREAS, Licensor is the sole and exclusive owner and developer of a certain Estimating Software Application at bidrazor.com (hereinafter called the “BidRazor App”);

WHEREAS, Licensor desires to grant a non-exclusive license to Licensee and Licensee desires to obtain a non-exclusive license from Licensor for the use of the BidRazor App, on the terms and conditions set forth herein.
NOW, THEREFORE, for valuable consideration, whose receipt and sufficiency are hereby acknowledged, Licensee and Licensor hereby agree as follows:

1.    License and Permitted Use - Licensor shall allow Licensee the non-exclusive, non-sublicensable, non-transferable, limited right to use the BidRazor App solely in accordance with the terms and conditions of this Agreement.  Licensee shall not be permitted to use the BidRazor App for any other purpose without the prior written consent of Licensor.  All rights not expressly granted herein are fully reserved by Licensor.

2.    Acknowledgment of Ownership -  Licensee acknowledges that Licensor is the author and sole owner of the BidRazor App and that Licensor shall retain all common law, statutory and other reserved rights, including copyrights and/or trademarks.  Nothing in this Agreement shall be deemed to sell, convey or transfer any ownership interest of any type in the BidRazor App or any technical data accompanying the BidRazor App to Licensee or to any other party.

3.    Restrictions on Use -  Licensee agrees not to: (a) reverse engineer, decompile or disassemble the BidRazor App, separate the BidRazor App into its component parts, or in any way attempt to reconstruct or discover any source code or algorithms of the BidRazor App by any means whatsoever; (b) remove any product identification, trademark, copyright, confidentiality, proprietary or other notice contained on or within the BidRazor App; (c) modify or create any derivative works from the BidRazor App or any part thereof, except to the extent that BidRazor App provides for user-modifiable components (d) except as otherwise permitted herein, sell, sublicense, lease, rent, loan, assign, convey or otherwise transfer the BidRazor App or any component thereof; (e) otherwise copy or use the BidRazor App for any purpose or in any manner not expressly permitted in this Agreement; or (f) knowingly permit or encourage any third party to do any of the foregoing.

4.    BidRazor App Provided “As is” - The BidRazor App is provided “AS IS” without any warranty of any kind, either expressed, implied or statutory, including, but not limited to, any warranty that the BidRazor App will conform to specifications, any implied warranties of merchantability, fitness for a particular purpose, or that the BidRazor App will be free from error whether or not the error is discoverable.  In no event shall Licensor be liable for any damages, including, but not limited to, direct, indirect, special or consequential damages (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER RELATED LOSSES), arising out of, resulting from or in any way connected with this BidRazor App, whether or not based upon warranty, contract, tort or otherwise, whether or not damages are based on a third party claim, whether or not injury was sustained by persons or property or otherwise, and whether or not loss was sustained from, or arose out of the results of, or use of the BidRazor App.

5.    License Fee - Licensee shall pay to Licensor in accordance with the payment schedule shown on the attached Exhibit “A” (the “License Fee”) as full payment for Licensee’s use of the BidRazor App.

6.    Verification of Data -  Licensor makes no representations or warranties regarding the usability or fitness of the BidRazor App for use on any specific property or any specific project. In entering into this Agreement and in utilizing the BidRazor App on any properties or projects, Licensee is not relying on any representations or warranties of Licensor.  Rather, Licensee shall independently review and verify all of the details, data and calculations produced or provided by the BidRazor App.  Licensee shall also visually inspect the general and local conditions at any property or project which could affect the use of the BidRazor App on said property or project, and Licensee shall determine, based solely on its own inspection, analysis and investigation, that the data and calculations produced or provided by the BidRazor App are fit and appropriate for use on said property or project.  Licensee further represents that it is fully qualified and maintains any experience, qualifications and any professional or other licenses necessary to determine the usability, applicability and fitness of the BidRazor App for use on any particular property or project.  Accordingly, Licensee assumes the entire risk, including quality, fitness and usability of the BidRazor App and any data and calculations produced or provided by the BidRazor App on any property or project.  Licensee further agrees that Licensor shall not be responsible for any loss on any project where the BidRazor App is used and expressly agrees to hold Licensor harmless for the same.

7.    Responsible Control -  Licensee shall maintain and exercise responsible control over any and all alterations, modifications, changes, additions or deletions to the data and calculations produced or provided by the BidRazor App (collectively referred to as the “Changes”), regardless of who makes the Changes.  Licensee shall supervise, review and provide sufficient oversight to the Changes to the data and calculations produced or provided by the BidRazor App and shall ensure that said Changes comply with all federal, state and local laws, rules, regulations, ordinances or orders.  Licensor shall have no control over, input into or involvement in any use by Licensee of the BidRazor App on any particular property or project or on any Changes to the data and calculations produced or provided by the BidRazor App.  As such, Licensor shall not be responsible, in any way, or liable for any damages caused by Licensee’s use of the BidRazor App on any property or project or any Changes made to the data and calculations produced or provided by the BidRazor App.

8.    Limitation of Liability -  Licensor’s total, cumulative liability to Licensee, shall be limited to the amount of the License Fee paid by Licensee for the use of the BidRazor App (regardless of the nature of the liability or the nature or number of claims giving rise to the liability). Licensor shall not, under any circumstances or any theory of liability, be liable to Licensee for any lost profits, loss of data, or consequential, incidental, indirect or special damages arising from this Agreement.

9.    Compliance with Laws - Licensee covenants and agrees to comply fully with all applicable statutes, rules, regulations, codes and ordinances of any federal, state or local government or agency thereof, applying or pertaining in any way to the use of the BidRazor App and any Changes to the data and calculations produced or provided by the BidRazor App.

10.    Licensee’s Indemnity - Licensee shall defend, indemnify, and hold harmless Licensor and its employees, representatives and agents from and against all claims, demands, liabilities, causes of action, suits, judgments, damages, and expenses (including attorneys’ fees) arising from (a) any Loss arising out of the use of the BidRazor App by Licensee, it’s employees, agents, contractors or subcontractors, (b) any claim of personal injury or property damage of whatsoever nature or kind arising, in whole or in part, out of, as a result of, or in connection with any negligent or willful act or omission of Licensee, its employees, subcontractors or agents, or (c) Licensee’s failure to perform its obligations under this Agreement, even though caused or alleged to be caused by the negligence or fault of Licensor or its agents (other than a Loss arising from the sole or gross negligence of Licensor or its agents), and even though any such claim, cause of action, or suit is based upon or alleged to be based upon the strict liability of Licensor or its agents. This indemnity is intended to indemnify Licensor and its agents against the consequences of their own negligence when Licensor or its agents are jointly, comparatively, contributively, or concurrently negligent with Licensee.  This indemnity provision shall survive termination or expiration of this Agreement.  If any proceeding is filed for which indemnity is required hereunder, Licensee agrees, upon request therefor, to defend the indemnified party in such proceeding at its sole cost utilizing counsel satisfactory to the indemnified party.

11.    Transfers and Assignments - Licensee may not transfer or assign Licensee’s license rights to any other person or entity in any manner (by assignment, operation of law or otherwise) unless Licensee has obtained the written consent from Licensor. If Licensee attempts to transfer or assign any of Licensee’s license rights without Licensor’s consent, the transfer or assignment will be ineffective, null, and void and Licensee will be in material breach of this Agreement.  Licensee shall not permit any person or entity (other than Licensee and its agents, employees, or any other authorized users) to use the BidRazor App or any portion thereof.

12.    Choice of Law and Venue -  This Agreement and the performance thereof shall be governed, interpreted, construed, and regulated by the laws of the State of Missouri.  Any litigation concerning this Agreement shall be conducted in the courts located in St. Charles County, Missouri, and the parties hereto agree to the venue and personal jurisdiction of these courts.  All parties waive trial by jury.

13.    Insurance – Commercial General Liability - Licensee will keep in force at its own expense during the term of this Agreement, commercial general liability insurance.  The commercial general liability insurance shall be written on an occurrence basis and shall have combined single limits of not less than One Million Dollars ($1,000,000.00) per occurrence with limits of Two Million Dollars ($2,000,000.00) in the aggregate.

14.    Waiver of Subrogation - All insurance policies supplied pursuant to this Agreement shall include a waiver of any right of subrogation of the insurers thereunder against Licensor and all its assigns, subsidiaries, affiliates, employees, insurers and underwriters.

15.    Termination Upon Default -   Licensor may terminate this Agreement upon written notice to Licensee if Licensee shall fail to perform or observe any term, covenant or condition contained herein to be performed or observed by Licensee.  Such termination by Licensor shall be deemed effective on the date of such notice and Licensee shall immediately cease its use of the BidRazor App and return the same to Licensor.  Termination of this Agreement by Licensor as aforesaid shall not prejudice any other remedies which might be available to the Licensor under this Agreement or any other agreement by and between Licensor and Licensee.  Licensee shall pay all costs and attorney’s fees incurred by Licensor in enforcing any term or provision of this Agreement.

16.    Notices - All notices provided for herein shall be in writing and shall be sent by registered or certified mail, return receipt requested, postage prepaid.  All notices sent in such manner shall be deemed effective the day following the day of posting.  Any other written notice actually received shall be deemed effective upon receipt.  Notices shall be sent to the parties at the addresses set forth above.  Either party will in writing notify the other of any change of address.

17.    Waiver -   The failure of the parties in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or a relinquishment for the future of such term or option, but that the same shall continue in full force and effect.

18.    Severability -  All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid or unreasonable by any competent court, this Agreement shall be interpreted as if such invalid agreements or covenants were not contained herein. Ambiguities.  The parties have each had the opportunity to review and negotiate the terms of this Agreement, and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement.

19.    Headings -  The section headings contained herein are intended for convenience and reference only, and are not a part of this Agreement. Finality.  The Parties have read and understand each and every term, condition, and covenant contained in this Agreement and in any document incorporated by reference. This Agreement and any appendices attached hereto constitutes the entire Agreement between the Parties and supersedes all prior or contemporaneous negotiations, commitments, representations, writings and/or oral understandings or agreements, except those otherwise referenced in this Agreement. The Parties signed this Agreement for the consideration herein expressed. Any addition to, variation or modification of this Agreement shall be void and ineffective unless in writing signed by both Parties.

20.    Survival of Certain Terms -  It is expressly understood and agreed that any indemnity provisions contained in this Agreement and any other obligations or duties of Licensee herein shall survive any expiration or termination of this Agreement.  Additionally, Sections 4 and 8 of this Agreement shall also survive any expiration or termination of this Agreement.

21.    No Third Party Beneficiaries - Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than Licensor and Licensee, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Licensor and Licensee and not for the benefit of any other party.

22. Refunds & Cancelation - Refunds may be given within the first 30 days of usage as part of the “30 Day Guarantee.” After the first 30 days no refunds or pro-rata will be given for any part used or unused as billing is used in full consideration of a one (1) month period. The licensee understands that there is no long term contract unless otherwise stated and they licensee may cancel at any given point 30 days prior to the next billing cycle.

23.    Confidentiality -  The data and information contained in the BidRazor App provided to Licensee under this Agreement are confidential, and Licensee agrees that, except as specifically authorized in this Agreement or as may be required by law, said information and data shall not be made available to any other individual or organization, without the prior written approval of Licensor.  Licensee further agrees to implement such measures as may be necessary to ensure that its staff and its contractors or subcontractors shall be bound by the confidentiality provisions contained in this Agreement.