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2SIMPLIFI WEB SOLUTIONS, INC. LICENSE AGREEMENT
License Grant
"You" means the person or company who is being licensed to use the Software
or Documentation. "We," "us" and "our" means 2simplifi
Web Solutions, Inc.
We hereby grant you a nonexclusive license to use one copy of the Software on
any single server, provided the Software is in use on only one computer at any
time. The Software is "in use" on a computer when it is loaded into temporary
memory (RAM) or installed into the permanent memory of a computer-for example, a
hard disk, CD-ROM or other storage device.
Title
We remain the owner of all right, title and interest in the Software and
related explanatory written materials ("Documentation").
Archival or Backup Copies
You may copy the Software for back up and archival purposes, provided that
the original and each copy is kept in your possession and that your installation
and use of the Software does not exceed that allowed in the "License Grant"
section above.
Prohibited Activities
The Software and Documentation are protected by United States copyright laws
and international treaties. You must treat the Software and Documentation like
any other copyrighted material-for example, a book. The Product can be sold as a
customized solution & you are permitted to modify, delete and add additional code
as an incentive to sell the Product, if you so desire, however a separate license
must be purchased for the cost of the product. You may charge as much as you like as
long as the initial license fee is paid in full. You may not:
- Copy the Documentation,
- Copy the Software except to make archival or backup copies as provided
above,
- Place the Software open source code onto a server so that it is accessible via a public
network such as the Internet, or
- Sublicense, rent, lease or lend any portion of the Software or
Documentation.
- You shall not reproduce, sell or distribute the Product as a physical product.
- You shall not reproduce, sell or distribute the Product as a digital download.
- You shall not package this Product with other products or offer this Product in conjunction
with the sale of other products for a single inclusive price.
- You shall not break up the Product into parts.
- You shall not make this Product, or any part thereof, a bonus for the purchase of any product,
membership or service of any kind whatsoever or make it available to members of any site without
charge.
- You cannot claim yourself as the author or the copyright holder of any part or the whole of
this Product.
- You shall not imply or infer in any way whatsoever that you are our partner or employee on any
sales material and advertising or in any correspondence with prospective or present customers.
- You shall not give away this Product or any part thereof for any reason whatsoever. This
includes the distribution of "demo" copies.
- You may not add to the sales letter or change it in any other way. You do NOT receive any
rights in any way to any other product, sales letter or graphic other than this product.
- You may not associate our product with any illegal activities in the U.S. or any other country.
Transfers
You may transfer all your rights to use the Software and Documentation to
another person or legal entity provided you transfer this Agreement, the
Software and Documentation, including all copies, updates and prior versions to
such person or entity and that you retain no copies, including copies stored on
computer.
Limitations of Liability
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR ANY
CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION
LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN
CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING
IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY
RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
OR FOR ANY CLAIM BY ANY OTHER PARTY.
NO WARRANTY
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS PROVIDED ON AN
"AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR
IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Each
Recipient is solely responsible for determining the appropriateness of using
and distributing the Program and assumes all risks associated with its exercise
of rights under this Agreement, including but not limited to the risks and
costs of program errors, compliance with applicable laws, damage to or loss
of data, programs or equipment, and unavailability or interruption of operations.
Term and Termination
This license agreement takes effect upon your use of the software and remains
effective until terminated. You may terminate it at any time by destroying all
copies of the Software and Documentation in your possession. It will also
automatically terminate if you fail to comply with any term or condition of this
license agreement. You agree on termination of this license to destroy all
copies of the Software and Documentation in your possession.
Confidentiality
The Software contains trade secrets and proprietary know-how that belong to
us and it is being made available to you in strict confidence. ANY USE OR
DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER
THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A
VIOLATION OF OUR TRADE SECRET RIGHTS.
Disputes
This license agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Pennsylvania, as
it is applied to agreements entered into and to be performed entirely within
that jurisdiction.
To the extent you have in any manner violated or threatened to violate our
intellectual property rights, we and/or our agents may seek injunctive or other
appropriate relief in any State or Federal Court in Lancaster, PA and you consent
to exclusive jurisdiction and venue in such courts.
In the event that we decide to terminate and revoke your license, if you are
found to be in violation of this license agreement or if we revoke your license
as a result of any breach of this agreement, we will exercise our rights under
the Digital Millennium Copyright Act (DMCA) by serving a "Take Down Letter"
on your Internet Service Provider. In addition, we and/or our agents may seek injunctive
or other appropriate relief in any State or Federal Court in Lancaster, PA and you consent
to exclusive jurisdiction and venue in such courts. In addition, you agree to waive
any and all rights you may have under the DMCA rules and regulations as it applies to
the "Take Down Procedure" found in section 512 of that act.
General Provisions
- This written license agreement is the exclusive agreement between you and
us concerning the Software and Documentation and supersedes any prior purchase
order, communication, advertising or representation concerning the Software.
- This license agreement may be modified only by a writing signed by you and
us.
- In the event of litigation between you and us concerning the Software or
Documentation, the prevailing party in the litigation will be entitled to
recover attorney fees and expenses from the other party.
- We are not obligated to make upgrades or updates available for FREE or at no cost.
Updates or upgrades may or may not require purchase of a new license. This license does
not cover changes completed by another outside party, consultant, or changes in
technology which may require code updates or upgrades due to software or hardware upgrades
by the hosting company, internet service provider or the programming language distributor
on all required platforms and lifecycles.
- You agree that the Software will not be shipped, transferred or exported
into any country or used in any manner prohibited by the United States Export
Administration Act or any other export laws, restrictions or regulations.
- We shall have the right to monitor your Web site at any time and from time
to time to determine if it is in compliance with the terms and conditions of this
Agreement.
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