End user agreement for SellFolio Complete
END-USER LICENSE AGREEMENT FOR SELLFOLIO SOFTWARE
IMPORTANT—READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and SellFolio LLC for the SellFolio software that accompanies this EULA, which includes computer software and may include associated media, printed materials, “online” or electronic documentation, and Internet-based services (“Software”). An amendment or addendum to this EULA may accompany the Software. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE PRODUCT.
1. GRANT OF LICENSE Provided that you comply with all terms and conditions of this EULA, SellFolio LLC grants you: (a) the right to make an unlimited number of projects, only through the SellFolio Builder software, to promote an enterprise you own or are a member of or employed by (b) a limited, nonexclusive, royalty-free right to reproduce and distribute the project, along with any modifications thereof, in object form. (c) if you have purchased a license for SellFolio Client Projects Edition or SellFolio Complete Edition, you may additionally make an unlimited number of projects, only through the SellFolio Builder software, to promote an enterprise you do not own, such as projects for hire or no fee for clients, including homeowners, colleagues, association members, clients or any other party. (d) If you have only licensed SellFolio Basic Edition, you may NOT make any projects to promote an enterprise you do not own or are yourself a member of, such as projects for hire or no fee for clients, including homeowners, colleagues, association members or any other party, regardless of whether a fee is paid. (e) This Software is licensed to you personally, not to a computer, and therefore is not to be used by multiple users unless a license has been purchased for each user. (f) You may install the Software on two CPUs for your personal convenience, such as on both a desktop computer and a laptop computer.
2. DISTRIBUTION REQUIREMENTS AND OTHER LICENSE RIGHTS AND LIMITATIONS. If you choose to exercise your rights under Section 1(b), above, any redistribution by you is subject to your compliance with this Section 2.
(a) If you choose to redistribute Projects, you agree: (i) to distribute the Projects only in conjunction with and as a part of a software application product developed by you that adds significant and primary functionality to the Projects (“Licensee Software”); (ii) not to use SellFolio’s name, logo, or trademarks to market the Licensee Software; (iv) not to remove or obscure any copyright, trademark or patent notices that appear on the Software as delivered to you; (v) to indemnify, hold harmless, and defend SellFolio from and against any claims or lawsuits, including attorney’s fees, that arise or result from the use or distribution of the Licensee Software; (vi) to otherwise comply with the terms of this EULA; (vii) not to display or publish through any SellFolio product or service any obscene, seditious, hateful, illegally acquired or illegal content as determined to be such by SellFolio LLC and/or the laws of the United States. You certify that your use of the software is in compliance with the US Bureau of Industry and Security Part 738, and that your use is for personal creation of promotional materials; (viii) and that SellFolio reserves all rights not expressly granted. (ix) Under no circumstances may you modify a SellFolio project in an automated way outside of the licensed SellFolio Builder software, and you may not give your clientele the ability to submit data which electronically populates SellFolio files with data unless they also have purchased a license or you have purchased one for their own use. You agree that would constitute full use of the SellFolio license by your client. If SellFolio LLC in its sole discretion has determined you have allowed unlicensed clients to create SellFolio projects, you agree to pay SellFolio LLC the greater of $50,000 US or actual license fees per client, payable seven days after invoice. (x) You also agree not to permit further distribution of the Projects by your end users except you may permit further redistribution of the Projects by your distributors to your end-user customers if your distributors only distribute the Projects in conjunction with, and as part of, the Licensee Software, you comply with all other terms of this EULA, and your distributors comply with all restrictions of this EULA that are applicable to you.
(b) If you use the Projects, then in addition to your compliance with the applicable distribution requirements described for the Projects, the following also applies. Your license rights to the Projects are conditioned upon your not (i) creating derivative works of the Projects in any manner that would cause the Projects in whole or in part to become subject to any of the terms of an Excluded License; or (ii) distributing the Projects (or derivative works thereof) in any manner that would cause the Projects to become subject to any of the terms of an Excluded License. An “Excluded License” is any license that requires as a condition of use, modification and/or distribution of software subject to the Excluded License, that such software or other software combined and/or distributed with such software be (x) disclosed or distributed in source code form; (y) licensed for the purpose of making derivative works; or (z) redistributable at no charge.
3. RESERVATION OF RIGHTS AND OWNERSHIP. SellFolio reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. SellFolio or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold.
4. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
5. NO RENTAL/COMMERCIAL HOSTING. You may not rent, lease, lend or provide commercial hosting services with the Software.
6. SUPPORT SERVICES. Technical support will be provided by SellFolio LLC for the Software at its sole discretion.
7. U.S. GOVERNMENT LICENSE RIGHTS. All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
8. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. If this product is exported from the United States, these commodities, technology, or software were exported from the United States in accordance with the Export Administration Regulations. Diversion contrary to U.S. law is prohibited.
9. SOFTWARE TRANSFER. The initial user of the Software may make a one-time permanent transfer of this EULA and Software to another end user, provided the initial user retains no copies of the Software. The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the Software must agree to all the EULA terms.
10. TERMINATION. Without prejudice to any other rights, SellFolio may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts.
11. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLFOLIO AND ITS SUPPLIERS PROVIDE THE SOFTWARE, AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND SELLFOLIO AND ITS SUPPLIERS HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY, OR ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND ANY SUPPORT SERVICES, REMAINS WITH YOU.
12. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLFOLIO OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF SELLFOLIO OR ANY SUPPLIER, AND EVEN IF SELLFOLIO OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
13. LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF SELLFOLIO LLC AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES YOU INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR US$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
14. APPLICABLE LAW. If you acquired this Software in the United States, this EULA is governed by the laws of the State of Illinois. If you acquired this Software in Canada, unless expressly prohibited by local law, this EULA is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If you acquired this Software in the European Union, Iceland, Norway, or Switzerland, then local law applies. If you acquired this Software in any other country, then local law may apply.
15. ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Software) are the entire agreement between you and SellFolio relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any SellFolio policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.