License Agreement
1. THIS AGREEMENT is made as of this date, by and between More Solutions ("the Company") and the business listed above (the "Subscriber") In consideration of the covenants and agreements contained herein, the Company and the Subscriber hereby agree as follows.
2. This End User License Agreement (EULA) is a CONTRACT between the Company and the Subscriber, which covers use of the Jeweler Advantage software and related software components, which may include associated media, printed materials, and online or electronic documentation. All such software and materials are referred to herein as the "Software." If the Subscriber does not agree to the terms of this EULA, then the Subscriber may not install or use the Software. By explicitly accepting this EULA, however, the Subscriber is acknowledging and agreeing to be bound by the following terms.
3. This EULA, which is issued to the Subscriber, enables the Subscriber to use the Software for a single business entity. The Subscriber may not modify, create or share copies of the EULA. The Subscriber may not rent, lease, lend, or in any way distribute or transfer any rights in this EULA or the Software to third parties without the Company's written approval and subject to written agreement by the recipient of the terms of this EULA.
4. Subject to a validly issued EULA, the Company grants to the Subscriber the non-exclusive, non-transferable right for the Subscriber to use the Software. The Subscriber may not modify or create derivative copies of the Software. All rights not expressly granted to the Subscriber are retained by the Company.
5. The Subscriber is entitled to technical support and all upgrades available to the Software at no cost, for the term of this EULA, in all monthly lease agreements. Full and lease-to-purchase agreements are not entitled to free upgrades or free technical support.
6. This EULA shall commence as of this date and shall continue indefinitely, unless sooner terminated as set forth herein. This EULA may be terminated by the Company at any time upon thirty (30) days' written notice to the Subscriber [in this case, the Subscriber is obligated to pay only for actual services rendered] or by the Subscriber upon thirty (30) days' written notice to the Company. Notwithstanding the foregoing, the Company may terminate the EULA immediately upon written notice to the Subscriber in the event of a breach of the obligations of this EULA. The Subscriber agrees to a one year minimum agreement. Any termination prior to the first anniversary date will require payment for the full year. In the event of any termination, the Subscriber is obligated to return to the Company or to destroy all copies of the Software. Sections 9 to 17 shall survive termination of this EULA.
7. The Company will invoice the Subscriber for Services on the monthly anniversary date detailed in this EULA as set forth herein. The rate of compensation for Services is as indicated in the formal EULA as signed by the Company and the Subscriber. All payments are due in advance of the month's agreement, for all recurring payment agreements. If the Subscriber fails to compensate the Company prior to the first of the month, the Company reserves the right to restrict access to the Software. Late payments are also subject to additional penalties of 5% for each month beyond the agreement. The Company reserves the right to change the pricing or terms at any time after the one year term agreement, with or without notice.
8. In the event of the sale or transfer of the Subscriber, this EULA is transferred to the new owner of the property of the Subscriber. All statements set forth in this EULA become the responsibility of the new owner of the Subscriber. The Company must be notified within thirty (30) days of the transfer of the business.
9. The Company represents and warrants that, when delivered, the work described in the Services is the original work of the Company or in the public domain; that such work does not infringe the copyright, trade secret or proprietary right of any third party; and that the Company has the full right to enter and perform its obligation under this EULA.
10. The Subscriber agrees that it shall not have the right, title or interest in or to any work produced or modified by the Company pursuant to this EULA or any development, improvement, idea, modification and invention conceived of or reduced to practice by the Company. The Software is protected by U.S. and international copyright laws and treaties, as well as other intellectual property laws and treaties. The Subscriber must not remove or alter any copyright notices on any copies of the Software. This Software copy is licensed, not sold. The Software remains as property of the Company and use of the Software requires web hosting provided by the Company. Furthermore, this EULA does not grant the Subscriber any rights in regards to trademarks or service marks of the Company. The Company reserves all intellectual property rights, including copyrights and trademark rights.
11. The Subscriber shall indemnify and hold the Company harmless from and against loss, costs, expenses (including reasonable attorneys fees) or damages incurred by the Subscriber relating to, as a result of, or in connection with any breach of the representations and warranties made by the Subscriber herein or any negligent or willful act or omission of the Subscriber in the performance of Services hereunder.
12. The Subscriber may not reverse engineer, decompile, defeat license encryption mechanisms, or disassemble the Software except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
13. THE SUBSCRIBER ACCEPTS THE SOFTWARE "AS IS," AND THE COMPANY MAKE NO WARRANTY AS TO ITS USE, PERFORMANCE, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH THE SUBSCRIBER.
14. THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE COMPANY'S ENTIRE LIABILITY ARISING OUT OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY THE SUBSCRIBER FOR THE SOFTWARE OR U.S. $5.00.
15. This EULA is governed by the laws of the Commonwealth of Massachusetts, U.S.A., excluding the application of its conflict of law rules. The United Nations Convention for the International Sale of Goods shall not apply. This EULA is the entire agreement between us and supersedes any other communications or advertising with respect to the Software; this EULA may be modified only by written agreement signed by authorized representatives of the Subscriber and the Company.
16. If any provision of this EULA is held invalid or unenforceable, the Subscriber agrees that such provision may be deleted and this EULA shall be enforced as so modified.
17. This EULA constitutes the entire agreement between the parties and supersedes all previous agreements and communications, whether oral or written.
IN WITNESS WHEREOF, the parties hereto have caused this EULA to be duty executed as of this date.