End user agreement for AbleCommerce
IMPORTANT: CAREFULLY READ THE LICENSE AGREEMENT
This is an Agreement between AbleCommerce a division of Able Solutions Corporation
("Able"), a Washington company, owner of the AbleCommerce application templates
("Templates"), and you ("Licensee"), for the purpose of specifying the conditions that
Licensee will use the templates.
"User's Guide" shall mean a guide in electronic format describing the operation
and the functions of the templates.
Licensee shall mean and include Licensee's divisions and departments within
Licensee's organization at the licensed locations, but shall not include wholly
or partially owned subsidiaries, affiliates, or independent third parties.
III. LICENSE GRANT
Able hereby grants to Licensee, and Licensee hereby accepts, subject
to the terms and conditions set forth in this Agreement, a non-exclusive and
nontransferable license to use the templates and User's Guide as set
forth in this Agreement. The term "license" as used in this
Agreement shall mean and include:
a. the right to use the licensed copy of the templates in executable form for
internal operations on a computer located only at the licensed locations;
b. the right to use and copy the templates User's Guide for Licensee's internal
operations at the licensed locations;
c. the right to make backup copies of the templates; and
In accepting the license granted by Able, Licensee agrees that it
a. transfer or allow the transfer of copies of the templates;
b. use the templates on more than a single computer or exceed the maximum number
of store licenses delivered to Licensee.
c. install or use copies of the templates on more computers than the number of licensed
copies of the templates delivered to Licensee;
d. make copies or make use of the templates or User's Guide except as expressly
set forth in this Agreement; or
e. attempt to disassemble or reverse engineer the templates.
Any rights not expressly granted to Licensee are retained by Able.
IV. ENHANCEMENTS AND SUPPORT
Able shall make available to Licensee all updates and enhancements to
the templates. Licensee may accept any update or enhancement at the time it is
offered to Licensee by paying the applicable update charge or fee. Able
Solutions shall have the sole discretion to determine the update fee or
charge. Use of all such updates and enhancements by Licensee shall be subject
to the terms and conditions of this Agreement.
V. TERM OF LICENSE
The term of this Agreement shall remain in force unless Licensee breaches
any material term of this Agreement, in which case Able shall have
the right to terminate the license. Regardless of whether this license
expires or is terminated by either party, all other articles of this Agreement
shall survive perpetually.
VI. TERMINATION OF AGREEMENT
In the event of a default by the Licensee or the Licensee's agent or
representative, of any provision of this Agreement, AbleCommerce may
terminate this Agreement upon thirty (30) days written notice. Upon termination
of the Agreement, the Licensee shall either destroy all licensed copies of the templates,
and all backups, or return them to Able. This obligation shall survive
the termination of this Agreement.
VII. COPYRIGHT AND PROPRIETARY INFORMATION
Licensee acknowledges that the templates and all user's guides and other
supporting documentation constitute valuable property of Able and
that all title and ownership rights in the templates and related materials
remain exclusively with Able.
Able reserves all rights with respect to the templates and user's guide under
all applicable laws for the protection of proprietary information, including, but
not limited to, trade secrets, copyrights, trademarks and patents.
Except as otherwise provided in this Agreement, Licensee shall not cause or
permit unauthorized copying, reproduction or disclosure of any portion of the
the templates, or any instructions, manuals, or other documentation, or the
delivery or distribution of any part thereof to any third person or entity, for
any purpose whatsoever, without the prior written permission of Able. This
restriction shall continue to bind Licensee and its agents and representatives
beyond the termination of this Agreement.
VIII. LIMITATION OF WARRANTIES
LICENSEE ACCEPTS THE TEMPLATES "AS IS" "WITH ALL FAULTS", AND IN
LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESSED OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE FOR
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Able accepts no responsibility for the operation or performance of the
templates. The entire risk of use and consequences of use of the templates falls
completely on the Licensee and Able shall not be liable in any respect for
any claims loss or injury alleged to have resulted from use of or in reliance on
the templates. In this respect, Licensee shall completely indemnify and defend for
any such claim, loss or injury as provided below.
Licensee acknowledges that it has read the foregoing disclaimers of warranty
and limitation of liability and understands that Licensee assumes the entire
risk of use of the templates.
Licensee shall indemnify and defend against any and all claims, including
claims by third parties or employees of Licensee, which arise directly or
indirectly out of Licensee's use or operation of the templates.
Able shall not be liable for any incidental or consequential damages
suffered by Licensee through the use of the templates, whether or not such
damages were disclosed to, or reasonably foreseen.
X. COPYRIGHT NOTICE
Copyright © Able Solutions Corporation, 1995 - 2003. All rights reserved.
This software and documentation constitute an unpublished work and contain
valuable trade secrets and proprietary information belonging to AbleCommerce.
None of the foregoing material may be copied, duplicated or disclosed without
the express written permission of AbleCommerce. AbleCommerce EXPRESSLY
DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THIS SOFTWARE AND
INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR
PURPOSE, AND WARRANTIES OF PERFORMANCE, AND ANY WARRANTY THAT
ARISE FROM COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS
OR IMPLIED WITH RESPECT TO THE USE OF THE SOFTWARE
OR DOCUMENTATION. Under no
circumstances shall AbleCommerce be liable for incidental, special, indirect,
direct or consequential damages or loss of profits, interruption of business,
or related expenses which may arise from use of software or documentation,
including but not limited to those resulting from defects in software and/or
documentation, or loss or inaccuracy of data of any kind.
XI. PROPRIETARY INFORMATION
Protection of Proprietary Information. Licensee agrees to keep in confidence and not
disclose to others all knowledge, information and data furnished to Licensee by
AbleCommerce. The Licensee agrees not to use, nor reproduce for use in any way, any
proprietary information of AbleCommerce. The Licensee agrees to protect the
proprietary information of AbleCommerce with the same standard of care and
procedures used to protect its own proprietary information of similar importance
but at all times using at least a reasonable degree of care.
The covenants of confidentiality set forth herein shall survive and continue and
be maintained indefinitely from the Effective Date hereof and indefinitely after
termination of this Agreement for any reason.
XIII. EXPORT REQUIREMENTS
The Products and any documentation and all related technical information or materials
may be subject to export controls and licensable under the U.S. Government export
regulations. Licensee will comply strictly with all legal requirements established
under these controls and will not import, export, reexport, divert, transfer or
disclose, directly or indirectly, the Products, documentation and any related
technical information or materials without the prior approval of the U.S. Department
of Commerce if applicable.
XIV. SUCCESSORS AND ASSIGNS
All obligations of the parties herein shall be binding upon
their respective successors or assigns.
XV. CHOICE OF LAWS
This Agreement shall be governed by, and its terms shall be
construed in accordance with, the laws of the State of Washington in the United
States of America.
No waiver or breach of any term or condition of this Agreement shall
operate as a waiver of any other breach of such term or condition, or of any
other term or condition, nor shall any failure to enforce any provisions hereunder
operate as a waiver of such provision or any other provision hereunder.
XVII. REFUND POLICY
ALL SALES ARE FINAL. When you download or are shipped the software, it is
considered to be 'Opened'. Opened software cannot be returned for refund,
regardless of the delivery method. With the AbleCommerce software products,
you have the chance to ‘try before you buy’ (Download AbleCommerce FREE
30 Day Evaluation!). For this reason, our refund policy is restricted to
replacement of goods damaged in shipment only. Damaged CDs may only be
exchanged for the same product within 30 days of purchase by sending the
damaged product to the return address on the package. Please email us at
email@example.com if you need the address to return the damaged item to.
XIX. PAYMENT POLICY
If your payment is returned for insufficient funds, you will be required to
pay all bank fees and any collection and/or legal fees required to collect
the full amount. Payments returned for 'stop-payment' or credit card
'charge-back' will be considered fraud, and you will be prosecuted to the
fullest extent allowed by law. The governing laws of the State of Washington,
USA will apply, in addition to United States Federal Law, United States
Copyright Laws and International Copyright Laws.
XX. ENTIRE AGREEMENT
This Agreement contains the entire agreement of the parties regarding the subject
matter of this Agreement, and there are no other promises or conditions in any other
agreement whether oral or written.
XXI. NO ADDITIONAL LICENSES
You acknowledge and agree that except for the rights granted in this Agreement,
all other rights, and all title and interest in and to the AbleCommerce software
(as an independent work and as an underlying work serving as a basis for any work
you may develop) and related documentation remain the sole and exclusive property
of AbleCommerce, including all patent, copyright, trade secret, trademark and other
proprietary rights therein, and that you will not derive or assert any title or
interest in or to such software or related documentation. Without limiting the
generality of the foregoing, you do not receive any rights to any patents, copyrights,
trademarks rights to the software or related documentation. You may not decompile,
disassemble or reverse engineer the AbleCommerce software or documentation.
You may not remove or alter any trademark, logo, copyright or other proprietary
notices, legends, symbols or labels in the software.
In case any one or more of the provisions contained in this Agreement shall
for any reason be held to be invalid, illegal or unenforceable in any respect, except in
those instances where removal or elimination of such invalid, illegal, or unenforceable
provision or provisions would result in a failure of consideration under this Agreement,
such invalidity, illegality or unenforceability shall not effect any other provision hereof,
and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions
had never been contained herein.
It is agreed that if Licensee violates the terms of this Agreement irreparable harm will
occur, and money damages will be insufficient to compensate Able Solutions.
Therefore, Able Solutions will be entitled to seek injunctive relief
(i.e., a court order that requires Licensee to comply with this Agreement)
to enforce the terms of this Agreement.
Microsoft Access and Microsoft logo are the trademarks of Microsoft Corp.
Other company or product names referenced may be the trademark or registered
trademark of their respective companies.
No part of this software or manual may be reproduced or retransmitted in any form
or by any means electronic, mechanical, or otherwise, including photocopying and
recording for any purpose other than the purchaser's personal use without the
written permission of AbleCommerce.
This software is licensed for use on a single machine and is not for resale.
Copyright © Able Solutions Corporation, 1995 - 2007. All rights reserved.
All international Copyright laws apply.