InvisiblePatterns.com - Membership Signup

Complete and submit the confidential credit application below to become part of our growing family of members who want to offer the best in automotive paint protection to their customers. (Fields with a (*) are required.)
1. APPLICATION INFORMATION

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Please read and accept the following terms and conditions below before submitting your application:
LICENSE AGREEMENT/TERMS OF USE

THIS LICENSE AGREEMENT AND TERMS OF USE (THE "AGREEMENT") IS A LEGAL AND ENFORCEABLE AGREEMENT BY AND BETWEEN THE LICENSOR, INVISIBLE PATTERNS, INC., ("INVISIBLE PATTERNS") AND YOU, ("LICENSEE").  BY CLICKING THE "I AGREE" BUTTON, DOWNLOADING AND/OR USING THE DESIGNATED LICENSED PATTERNS AND RELATED DOCUMENTATION ("LICENSED PRODUCT"), LICENSEE AGREES TO ACCEPT ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT.  IF LICENSEE DOES NOT ACCEPT SUCH TERMS AND CONDITIONS, LICENSEE SHALL NOT USE THE LICENSED PRODUCTS AND PROMPTLY NOTIFY INVISIBLE PATTERNS.

1.	License of Licensed Products
Subject to the terms and conditions of this Agreement, commencing upon Licensee's download or use of the Licensed Products and payment of all applicable license fees, Invisible Patterns grants to Licensee a non-assignable, personal, non-exclusive, non-transferable, fee-bearing, limited license to download and use the Licensed Products solely for its own internal purposes.   Provision of any upgrades, modifications or new patterns are at the discretion of Invisible Patterns and may be subject to additional license and fee terms.

2.	Restrictions on Use
No license is granted to Licensee for any purpose other than set forth in Section 1.  Licensee shall not nor permit others to modify, reproduce, prepare derivative works, distribute, display, post or transmit the Licensed Products or any material found on the Invisible Patterns website.  Upon written notice to Licensee and during normal business hours, Invisible Patterns may audit the applicable hardware, books and records of Licensee to ensure compliance with the terms and conditions of this Agreement.  Invisible Patterns or its licensors retain all right, title and interest in and to the Licensed Products.   The license to use Licensed Products hereunder is personal to Licensee and solely for Licensee's own internal use and benefit.

3.	Payment
License fees for all Licensed Products are Invisible Pattern's then current published license fees.  All payments by Licensee of license fees shall be by credit card or pursuant to Invisible Pattern's then current payment terms and credit policies, which shall be provided to Licensee by Invisible Patterns upon request.  Payments are due immediately upon invoice or by credit card on or before the date of delivery of such Licensed Products.    Licensee will make all payments without right of set-off or charge-back.  Fees do not include and Licensee will be responsible for any and all present or future value added, excise, withholding or similar tax, customs, duties or other import or export fees associated with this Agreement (except taxes based upon Invisible Pattern's income).  Licensee will be responsible for paying any applicable taxes later assessed by any government agency.   Licensee agrees that no refunds or credits shall be due and owing by Invisible Patterns pursuant to the terms and conditions of this Agreement.

4.	Confidential and Proprietary Information
Licensee agrees that the Licensed Products constitute confidential and proprietary information of Invisible Patterns or its licensors and embody valuable trade secrets ("Confidential Information").  Confidential Information means any proprietary, confidential and/or trade secret information relating to, among other things, Invisible Pattern's products, services, technology, methodologies, specifications, manufacturing or operating methods, know-how, business or marketing plans, or business relationships, or any information which, given the totality of the circumstances, the Licensee has reason to believe is proprietary, confidential, or competitively sensitive.  Licensee will not disclose Confidential Information except to its employees, consultants or to potential investors, legal counsel or financial advisors, only to the extent necessary to achieve the purposes contemplated by this Agreement and only to persons legally bound by written agreement or otherwise to comply with Licensee's obligations under this Agreement, (b) will not use Confidential Information except for the purposes contemplated by this Agreement, (c) will use at least the same degree of care to safeguard Confidential Information that it uses to protect its own confidential and proprietary information, and in any event not less than a reasonable degree of care, and (d) will make copies of Confidential Information only with the prior written consent of Invisible Patterns and include any proprietary markings. 

Licensee agrees to maintain the Licensed Products in strict confidence and agrees not to disclose, duplicate or otherwise reproduce, directly or indirectly, the Licensed Products in whole or in part.   Licensee will not alter or remove any copyright, proprietary and/or legal notices contained on or in the Licensed Products.  

In the event of any unauthorized disclosure of confidential information by Licensee, Invisible Patterns may elect to terminate this Agreement as provided in Section 9 hereof.  Because unauthorized use or transfer of the License Products may diminish substantially the value of such materials and may irrevocably harm Invisible Patterns and/or its licensors, if Licensee breaches the provisions of this Section 4, Invisible Patterns and/or its licensors will be entitled to injunctive and/or other equitable relief, in addition to other remedies afforded by law, without any requirement for the posting of a bond.

5.	Limited Warranty
Invisible Patterns warrants that for a warranty period of thirty (30) days commencing on the earlier of downloading or use of the Licensed Products they will substantially conform to Invisible Pattern's then current user documentation.

In the event of a breach of the limited warranty during the warranty period, Invisible Patterns shall, at its sole option and expense, either (i) modify the Licensed Products, or (ii) replace the Licensed Products.  If, in Invisible Pattern's sole discretion, neither is commercially practical, then Invisible Patterns shall terminate this Agreement and refund the license fee paid by Licensee hereunder.

The foregoing warranty shall not apply if (i) the Licensed Products are not being used by Licensee in accordance with the user documentation supplied to Licensee; (ii) the Licensed Products have been altered, modified or used in an unwarranted environment by Licensee or a third party; (iii) any of Licensee's equipment malfunctions; or (iv) any other cause within the control of Licensee that shall result in the Licensed Products becoming inoperable. 

6.	Disclaimer of Warranties; Indemnification
EXCEPT AS SET FORTH IN SECTION 5 HEREIN, THE LICENSED PRODUCTS ARE PROVIDED "AS IS", AND INVISIBLE PATTERNS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR CONFORMANCE TO DESCRIPTION. IN PARTICULAR, INVISIBLE PATTERNS DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL BE FREE OF ERRORS OR THAT THEIR USE WILL BE UNINTERRUPTED OR SUITABLE FOR LICENSEE'S REQUIREMENTS.

Licensee agrees to indemnify, defend and hold harmless Invisible Patterns, its affiliates and licensors and their respective officers, directors, employees, agents, and contractors, (collectively the "Indemnified Parties"), from and against any and all claims, suits, damages and expenses (including, without limitation, reasonable attorney, accountant and expert fees and related costs of investigation) asserted against or incurred by any of the Indemnified Parties that, directly or indirectly, arise out of, or relate to in any manner, the use, misuse, or inability to use the Licensed Products by Licensee or any of its officers, directors, employees, agents, contractors and customers; provided Licensee is promptly notified in writing of any such suit or claim against Invisible Patterns and further provided that Invisible Patterns grants Licensee sole control of the defense and any related settlement negotiations and cooperates with Licensee in the defense of such claim.

7.	Patent and Copyright Indemnification
Invisible Patterns shall defend any claim brought against Licensee, and indemnify Licensee against any damages solely arising out of a final judgment by a court of competent jurisdiction that the Licensed Products infringe any United States patent, copyright or trademark known to Invisible Patterns.  Invisible Patterns shall assume sole control of the defense of any such claim of infringement brought against Licensee by counsel retained at Invisible Pattern's expense. Invisible Pattern's indemnification and defense obligations are subject to Licensee's compliance with the following procedures: (a) Licensee will promptly notify Invisible Patterns in writing of any claim; (b) Licensee will grant to Invisible Patterns full authority to defend or settle any such claim; and (c) Licensee shall cooperate in the defense of such claim. Licensee may participate in the defense or settlement of any such claim with counsel of its own choosing at its own expense.  In no event shall Licensee consent to any judgment or compromise without Invisible Pattern's written consent.

If the use of the Licensed Products is or is likely to become the subject of a claim of infringement, Invisible Patterns, at its sole option and expense, shall either: (i) procure for Licensee the right to continue to use the Licensed Products, or (ii) modify Licensed Products so that they become non-infringing. If, in Invisible Pattern's sole discretion, neither is commercially practical, then Invisible Patterns shall terminate this Agreement and refund the license fee paid by Licensee hereunder.
 
This Section shall not apply to (i) to any specifications or modifications requested by Licensee, (ii) the combination of any Licensed Products with other material, equipment or software not supplied by Invisible Patterns if such infringement would not have occurred but for such combination,             (iii) Licensee's failure to use the non-infringing alternative supplied by Invisible Patterns, or (iv) specifications dictated by any standards body.  Licensee shall indemnify and hold Invisible Patterns harmless against all claims that Licensee's designs, specifications, modifications or combinations of software not supplied or recommended in writing by Invisible Patterns, infringe any third party's patents, copyrights, trademarks or intellectual property rights.

THIS SECTION STATES INVISIBLE PATTERN'S ENTIRE LIABILITY TO LICENSEE FOR ANY INFRINGEMENT OF PATENTS, COPYRIGHTS, TRADEMARKS OR INTELLECTUAL PROPERTY RIGHTS.

8.	Limitation of Liability
IN NO EVENT WILL INVISIBLE PATTERNS BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS, DATA OR EQUIPMENT, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF INVISIBLE PATTERNS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) WITH RESPECT TO THE LICENSED PRODUCTS TO THE FULLEST EXTENT PERMISSIBLE BY LAW.  

IN NO EVENT WILL INVISIBLE PATTERN'S LIABILITY FOR DAMAGES WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT EXCEED THE SUM OF ALL AMOUNTS PAID BY LICENSEE TO INVISIBLE PATTERNS UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH THE FACTS UNDERLYING SUCH CLAIM OR CAUSE OF ACTION FIRST ARISE.

LICENSEE ASSUMES THE ENTIRE RESPONSIBILITY FOR THE SELECTION AND USE OF THE LICENSED PRODUCTS, THE OUTPUT THEREOF, AND FOR DECISIONS MADE AND ACTIONS TAKEN BASED ON THE OUTPUT THEREOF.  

LICENSEE AGREES THAT WITH RESPECT TO ANY LICENSED PRODUCTS DISTRIBUTED BY INVISIBLE PATTERNS UNDER LICENSE FROM A THIRD PARTY, THE BENEFIT OF THIS SECTION 8 SHALL EXTEND TO SUCH THIRD PARTY LICENSOR.

THE LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 8 WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  THE AMOUNTS PAYABLE HEREUNDER REFLECTS THE ALLOCATION OF RISKS BETWEEN THE PARTIES.

9.	Termination
Invisible Patterns may immediately terminate this Agreement upon written notice if Licensee files or has filed against it a petition in bankruptcy or upon a material breach of this Agreement by Licensee.   Immediately upon termination, Licensee shall cease its use of the Licensed Products, destroy all tangible embodiments thereof and certify in writing its compliance with this requirement.

10.	General
	Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, without regard to its principles of conflicts of laws.  Licensee hereby consents to the exclusive jurisdiction and venue of the courts located in Boston, Massachusetts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

	Status of the Parties. Nothing in this Agreement shall be construed to place Invisible Patterns and Licensee in a relationship of agents, partners or joint venturers, and neither party shall have the power to obligate or bind the other party in any manner whatsoever without the prior written consent of the other.  

	Integration; Amendments. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, oral or written, between the parties. No modification of this Agreement shall be valid unless agreed to in writing and signed by both parties. 

Public Announcements.  Licensee grants Invisible Patterns permission to name Licensee as a customer.  Licensee also grants Invisible Patterns permission to name Licensee and use Licensee's logo on the Invisible Patterns Website, in Invisible Patterns marketing or advertising material, and in any media coverage related to Invisible Patterns, subject to the terms of Licensee's Trademark policy.

Waiver.  No provision of, right, power or privilege under this Agreement shall be deemed to have been waived by any act, delay, omission or acquiescence on the part of either party, its agents, or employees, but only by an instrument in writing signed by an authorized individual of the waiving party. No waiver by either party of any breach or default of any provision of the Agreement by the other party shall be effective as to any other breach or default, whether of the same or any other provision and whether occurring prior to, concurrent with, or subsequent to the date of such waiver.

Severability.  The invalidity, illegality or unenforceability, in whole or in part, of any provision, term or condition hereof shall not affect the validity and enforceability of the remainder of such provision, term or condition or of any other provision, term or condition, and, to the extent possible, such invalid, illegal or unenforceable provision shall be replaced by a provision most nearly reflecting the fundamental objectives of the original provision.

	Integration; Amendments.  This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all previous and contemporaneous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement. No change, modification or revision of this Agreement shall be valid unless assented to in writing and signed by both parties.


By clicking the "I agree" button below, you represent that you have read this License/Terms of Use, understand its terms, and you agree and intend to be legally bound by it.  You acknowledge that in providing you access to and use of the website and the Licensed Product, we have relied on  your agreement to be legally bound by this License/Terms of Use.
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