End user agreement for Wimpy AV
This Agreement, hereafter referred to as the "Agreement," is made by and between Mike Gieson, Plaino, Inc., hereafter referred to as the "Owner," and you on your own behalf or on behalf of any corporate or private entity which employs you or which you represent, hereafter referred to as the "Licensee."
"Software" means all of the information with which this agreement is provided, including but not limited to: (1) software files and other computer data or computer information; (2) related explanatory written materials ("Documentation") (3) supporting files, plugins, scripts, programs or web sites designed to facilitate usage offered by the Owner; (4) processes, methods and techniques; (5) any modified versions and copies of, and upgrades, updates and additions to, such information, provided to Licensee by Owner at any time, to the extent not provided under a separate agreement (collectively, "Updates"); and (6) third party software included as part of the default installation unless the third party software contains it's own license agreement, either as a separate document or included within the context of said documentation or source code, in which case the third party software shall be governed by the license agreement associated with the third party software.
"Web Site" means a single domain name or one IP address designated by a unique URL and hosted on a public or private Web server that is managed and edited soley by the Licensee. Subdomains (http://sub.domain.com) are considered separate web sites, unless all subdomains that utilize the Software constitute portions of the primary web site and all materials presented on each subdomain are edited, managed and owned by a single entity (e.g. the Licensee).
BY DOWNLOADING, INSTALLING, OR IN ANY WAY USING THE SOFTWARE, THE LICENSEE IS CONSENTING TO BE BOUND BY AND IS BECOMING A PARTY TO THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE LICENSEE MUST NOT INSTALL OR USE ANY OF THE SOFTWARE DEVELOPED BY THE OWNER.
Owner grants Licensee a non-exclusive and non-transferable License to use the Software for personal or internal business purposes on ONE WEB SITE for each license purchased, provided that the Software contains all of the original proprietary notices. Any other use not specified in the Agreement is prohibited. This License does not entitle Licensee to receive from Owner hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the software. All right, title and interest in the Software, including without limitation, any copyright, shall remain with the Owner.
Licensee agrees to (1) Prior to use of the Software by Licensee's employees or agents, all such parties are notified of the terms of this Agreement. (2) Hold the Software confidential and not at any time, during the period of the license or after its expiration, disclose the same, whether directly or indirectly to any third party without the Owner's consent.
Licensee may: (i) run as many instances of the software as needed as a whole on ONE WEB SITE; (ii) use the Software on any number of web pages, provided that each page containing the Software is part of the same Web Site; (iii) have an unlimited number of clients connected to any instances of the Software residing on the same Web Site.
RESTRICTIONS AND LIMITATIONS
Licensee may not: (1) de-compile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software; (2) redistribute, encumber, re-brand, sell, re-sell, rent, lease, sublicense, or otherwise transfer rights to the Software in whole or in part; (3) copy, download, store, publish, transmit, transfer, or otherwise use the Software, or any other portion of the Software, in any form or by any means, except as expressly permitted by this Agreement; (4) sell, license or distribute the Software to third parties or use software as a component of or as a basis for any material offered for sale, license or distribution; (5) create derivative works based on the Software for distribution as components or as part of a service or product offering; (6) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. (7) be used for anything that would represent or is associated with an Intellectual Property violation, including, but not limited to, engaging in any activity that infringes or misappropriates the intellectual property rights of others, including copyrights, trademarks, service marks, trade secrets, software piracy, and patents held by individuals, corporations, or other entities.
RESERVATION OF RIGHTS
Owner reserves the right to modify the terms and conditions of this Agreement from time to time.
From time to time, the Owner may inspect Licensee's registration integrity. This will be done without collecting any information whatsoever about Licensee's server which is not already part of the public domain. The only information verified will be specifics about the domain on which the software is used. Should the Owner discover discrepancies in the software usage, Licensee may loose their license and may face legal actions for Software Piracy. Licensee's information will not be shared with third parties whatsoever. Occasionally, it is necessary to record Licensee's IP address for security and performance monitoring. Please be aware that we subcontract our anti-piracy measures to third party agents. They may contact Licensee to clarify Licensee's license legality.
The title, ownership rights and intellectual property of the software shall remain with the Owner. The structure, organization and code of the Software are the trade secrets and confidential information of the Owner. Licensee acknowledges such ownership rights and will not take any action to jeopardize, limit or interfere in any manner with the Owner's ownership of or rights with respect to the Software. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. The Owner retains ownership of the Software and any copies of it, regardless of the form in which the copies may exist. This license is not a sale of the original Software or any copies; it is a grant to use the Software under the terms governed by this Agreement. Except as expressly stated herein, this agreement does not grant Licensee any intellectual property rights in the Software, and all rights not expressly granted are reserved by the Owner.
If the Software is an upgrade or update to a previous version of the Software, Licensee must possess a valid license to such previous version in order to use such upgrade or update. All upgrades and updates are provided to Licensee on a license exchange basis. Licensee agrees that by using an upgrade or update, Licensee voluntarily terminates their right to use any previous version of the Software and are subject to the terms of the new Software's license. As an exception, Licensee may continue to use previous versions of the Software on Licensee's Web Site after using the upgrade or update, but only to assist in the transition to the upgrade or update, provided that the upgrade or update and the previous versions are installed on the same Web Site.
Without prejudice to any other rights, Owner may terminate this Agreement if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Software. Licensee may terminate the license at any time by uninstalling the Software and destroying any copies Licensee maintains possession of in any form.
DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE OWNER PROVIDES THE SOFTWARE TO LICENSEE AS IS AND WITH ALL FAULTS; THE OWNER HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OR FIT FOR PURPOSE, OR DUE CARE AND SKILL, OR MATCH DESCRIPTION OR SAMPLE, OR THAT THE SOFTWARE IS FREE OF DEFECTS, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SUPPORTING SOFTWARE, AND RELATED CONTENT THROUGH THE OWNER'S WEB SITE OR SUPPORTING SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT THE OWNER ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE SOFTWARE HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS ITS REQUIREMENTS. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE OWNER BE LIABLE TO THE LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, DAMAGES FOR LOSS OF GOODWILL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR CLAIMS BY A THIRD PARTY, CLAIMS OR COSTS, EVEN IF THE OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND REGARDLESS OF THE LEGAL OR PRINCIPLED THEORY (TORT, CONTRACT OR SIMILAR) UPON WHICH THE CLAIM IS BASED. DAMAGES, CLAIMS OR COSTS. IN ANY CASE, OWNER'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT THE LICENSEE PAID FOR THE SOFTWARE. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. THE OWNER IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN WHICH CASE LIMITATION AND EXCLUSION MAY NOT BE APPLICABLE.
The Owner cannot be held responsible and accepts no liability for any failure in transmission where for whatever reason a transmission is corrupted or fails to arrive or arrives after an undue delay or is received in an unintelligible form.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. (1) This Agreement may be amended only by a writing signed by the Owner. (2) If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. (3) The controlling language of this Agreement is English. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only. (4) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (5) If any part of the above limitations or exclusions is held to be void or unenforceable, such part shall be deemed to be deleted from this agreement and the remainder of the agreement, limitation or exclusion shall continue in full force and effect. (6) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Licensee's assets to another entity. (7) The relationship between the Owner and Licensee is that of independent contractors, and neither Licensee nor its agents shall have any authority to bind the Owner in any way. (8) If any of the Owner's services are being provided, both parties acknowledge that such services are acquired independently of the Software licensed hereunder, and that provision of such services is not essential to the functionality of such Software. (9) If any of the terms of this Agreement are violated, the Owner reserves the right to revoke the license at any time. (10) Refunds will be given at the discretion of the Owner. (11) The headings to the sections of this Agreement are used for convenience only and shall have no substantive meaning.
This Agreement constitutes the complete statement of the agreement between Licensee and Owner, and supercedes all representations, understandings or prior agreements between Licensee and Owner.
Wimpy license version 1.4