Preamble: This Agreement, signed on Jul 10, 2017
(hereinafter: Effective Date) governs the relationship between all users,
a Business Entity, (hereinafter: Licensee) and Advanced Energy, a duly registered
company in whose principal place of business is Littlehampton (hereinafter:
Licensor). This Agreement sets the terms, rights, restrictions and obligations
on using the software created and owned by Licensor, as detailed herein
License Grant: Licensor hereby grants Licensee
a Personal, Non-assignable & non-transferable, Pepetual, Commercial,
Royalty free, Without the rights to create derivative works, Non-exclusive
license, all with accordance with the terms set forth and other legal
restrictions set forth in 3rd party software used while running Software.
Limited: Licensee may use Software for the
purpose of:
Running Software on Licensee’s Website[s] and Server[s];
Allowing 3rd Parties to run Software on Licensee’s
Website[s] and Server[s];
Publishing Software’s output to Licensee and 3rd
Parties;
Distribute verbatim copies of Software’s output
(including compiled binaries);
Modify Software to suit Licensee’s needs and
specifications.
This license is granted perpetually, as long as you do
not materially breach it.
Binary Restricted: Licensee may sublicense
Software as a part of a larger work containing more than Software,
distributed solely in Object or Binary form under a personal,
non-sublicensable, limited license. Such redistribution shall be limited
to unlimited codebases.
Non Assignable & Non-Transferable: Licensee
may not assign or transfer his rights and duties under this license.
Commercial, Royalty Free: Licensee may use
Software for any purpose, including paid-services, without any royalties
Term & Termination: The Term of this
license shall be until terminated. Licensor may terminate this Agreement,
including Licensee’s license in the case where Licensee :
became insolvent or otherwise entered into any
liquidation process; or
exported The Software to any jurisdiction where licensor
may not enforce his rights under this agreements in; or
Licensee was in breach of any of this license's terms and
conditions and such breach was not cured, immediately upon notification;
or
Licensee in breach of any of the terms of clause 2 to
this license; or
Licensee otherwise entered into any arrangement which
caused Licensor to be unable to enforce his rights under this License.
Payment: In consideration of the License
granted under clause 2, Licensee shall pay Licensor a fee, via
Credit-Card, PayPal or any other mean which Licensor may deem adequate.
Failure to perform payment shall construe as material breach of this
Agreement.
Upgrades, Updates and Fixes: Licensor may
provide Licensee, from time to time, with Upgrades, Updates or Fixes, as
detailed herein and according to his sole discretion. Licensee hereby
warrants to keep The Software up-to-date and install all relevant updates
and fixes, and may, at his sole discretion, purchase upgrades, according
to the rates set by Licensor. Licensor shall provide any update or Fix
free of charge; however, nothing in this Agreement shall require Licensor
to provide Updates or Fixes.
Upgrades: for the purpose of this license, an
Upgrade shall be a material amendment in The Software, which contains new
features and or major performance improvements and shall be marked as a
new version number. For example, should Licensee purchase The Software
under version 1.X.X, an upgrade shall commence under number 2.0.0.
Updates: for the purpose of this license, an
update shall be a minor amendment in The Software, which may contain new
features or minor improvements and shall be marked as a new sub-version
number. For example, should Licensee purchase The Software under version
1.1.X, an upgrade shall commence under number 1.2.0.
Fix: for the purpose of this license, a fix
shall be a minor amendment in The Software, intended to remove bugs or
alter minor features which impair the The Software's functionality. A fix
shall be marked as a new sub-sub-version number. For example, should
Licensee purchase Software under version 1.1.1, an upgrade shall commence
under number 1.1.2.
Support: Software is provided under an AS-IS
basis and without any support, updates or maintenance. Nothing in this
Agreement shall require Licensor to provide Licensee with support or fixes
to any bug, failure, mis-performance or other defect in The Software.
Bug Notification: Licensee may provide
Licensor of details regarding any bug, defect or failure in The Software
promptly and with no delay from such event; Licensee shall comply with
Licensor's request for information regarding bugs, defects or failures
and furnish him with information, screenshots and try to reproduce such
bugs, defects or failures.
Feature Request: Licensee may request
additional features in Software, provided, however, that (i) Licensee
shall waive any claim or right in such feature should feature be
developed by Licensor; (ii) Licensee shall be prohibited from developing
the feature, or disclose such feature request, or feature, to any 3rd
party directly competing with Licensor or any 3rd party which may be,
following the development of such feature, in direct competition with
Licensor; (iii) Licensee warrants that feature does not infringe any 3rd
party patent, trademark, trade-secret or any other intellectual property
right; and (iv) Licensee developed, envisioned or created the feature
solely by himself.
Liability: To the extent permitted under
Law, The Software is provided under an AS-IS basis. Licensor shall never,
and without any limit, be liable for any damage, cost, expense or any
other payment incurred by Licensee as a result of Software’s actions,
failure, bugs and/or any other interaction between The Software and
Licensee’s end-equipment, computers, other software or any 3rd party,
end-equipment, computer or services. Moreover, Licensor shall never
be liable for any defect in source code written by Licensee when relying
on The Software or using The Software’s source code.
Warranty:
Intellectual Property: Licensor hereby
warrants that The Software does not violate or infringe any 3rd party
claims in regards to intellectual property, patents and/or trademarks and
that to the best of its knowledge no legal action has been taken against
it for any infringement or violation of any 3rd party intellectual
property rights.
No-Warranty: The Software is provided without
any warranty; Licensor hereby disclaims any warranty that The Software
shall be error free, without defects or code which may cause damage to
Licensee’s computers or to Licensee, and that Software shall be
functional. Licensee shall be solely liable to any damage, defect or loss
incurred as a result of operating software and undertake the risks
contained in running The Software on License’s Server[s] and Website[s].
Prior Inspection: Licensee hereby states that
he inspected The Software thoroughly and found it satisfactory and
adequate to his needs, that it does not interfere with his regular
operation and that it does meet the standards and scope of his computer
systems and architecture. Licensee found that The Software interacts with
his development, website and server environment and that it does not
infringe any of End User License Agreement of any software Licensee may
use in performing his services. Licensee hereby waives any claims
regarding The Software's incompatibility, performance, results and
features, and warrants that he inspected the The Software.
No Refunds: Licensee warrants that he
inspected The Software according to clause 7(c) and that it is adequate to
his needs. Accordingly, as The Software is intangible goods, Licensee
shall not be, ever, entitled to any refund, rebate, compensation or
restitution for any reason whatsoever, even if The Software contains
material flaws.
Indemnification: Licensee hereby warrants to
hold Licensor harmless and indemnify Licensor for any lawsuit brought
against it in regards to Licensee’s use of The Software in means that
violate, breach or otherwise circumvent this license, Licensor's
intellectual property rights or Licensor's title in The Software. Licensor
shall promptly notify Licensee in case of such legal action and request
Licensee’s consent prior to any settlement in relation to such lawsuit or
claim.
Governing Law, Jurisdiction: Licensee hereby
agrees not to initiate class-action lawsuits against Licensor in relation
to this license and to compensate Licensor for any legal fees, cost or
attorney fees should any claim brought by Licensee against Licensor be
denied, in part or in full.
