End user agreement for InstantEnterprise.NET
Global Market Media, Inc.
ATTENTION: PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THIS SOFTWARE. THE INDIVIDUAL OR ENTITY USING THIS SOFTWARE (THE "END USER") AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL OR USE THE SOFTWARE; IF YOU ARE WITHIN 30 DAYS OF THE ORIGINAL PURCHASE DATE, THE LICENSE PRICE, IF ANY, MAY BE REFUNDABLE.
The enclosed computer program(s) and the accompanying documentation are provided to the End-User by Global Market Media, Inc., A Florida Corporation ("Licensor") for use only under the following terms. Licensor reserves any right not expressly granted to the End-user. The End-User owns the disk on which the Software is recorded, but Licensor retains ownership of all copies of the Software itself. The End-User assumes sole responsibility for the installation, use and results obtained from use of the Software.
End-User is granted a limited, non-exclusive license to do only the following:
A. Install and maintain the Software on a single comp?ter at a single location any time for use in the End-User's own business only.
B. Make one copy in machine-readable form solely for backup or archival purposes for the computer on which the Software is installed. The Software is protected by copyright law. As an express condition of this License, the End-User must reproduce on the copy Licensor's copyright notice and any other proprietary legends on the original copy supplied by Licensor.
C. Transfer the Software and all rights under this License to another party together with a copy of this License and all written materials accompanying the Software, provided (i) the End-User gives Licensor written notice of the transfer (including in such notice the identity of the transferee), and (ii) the other party reads and agrees to accept the terms and conditions of this License.
The End-User may NOT sublicense, assign, or distribute copies of the Software to others. The Software contains trade secrets. The End-User may NOT decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human readable form. THE END-USER MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1.C. ABOVE. Further, the End-User may not publish the software for the benefit of customers or paid users ( as in, but not limited to �software as a service� ventures, or a paid or free-of-charge public access website ) and may only provide use of developed applications to employees and agents of the licensed End-User company for internal business purposes only. This distinction will be referred to as �inward-facing applications� versus �outward-facing applications�, where �outward facing applications�, collectively, are disallowed under the terms of this license. Provisions for outward facing applications may, at the Licensor�s sole discretion, be available as a separate product for an additional fee.
3. Protection and Security.
The End-User agrees to use its best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made. The End-User acknowledges that the Software contains valuable confidential information and trade secrets and that unauthorized use and/or copying are harmful to Licensor.
Additionally, the End-User acknowledges that the software will from time to time attempt to communicate with Licensor�s servers transmitting information limited to validating and authenticating the End-Users license and authorized usage; End-User agrees to permit such communication and will take all reasonable measures to ensure that such periodic license validation is not unnecessarily blocked through the use of firewalls, filtering, or by any other means. Further, licensor acknowledges and agrees that if a period of time in excess of 30 days has passed without a successful license validation, it may be necessary to obtain a new valid license to continue use of the software.
This License is effective until terminated. This License will terminate immediately without notice from Licensor if the End User fails to comply with any of its provisions. Upon termination the End User must destroy the Software and all copies thereof, and the End-User may terminate this License at any time by doing so.
5. Limited Warranty.
Licensor warrants that, for 30 days from the date of initial purchase by the original End User, the Software shall operate to the End User's satisfaction. If, during the warranty period, the End User decides for any reason that the software is unsatisfactory, End User shall return the Software to Licensor and Licensor's only obligation shall be to refund the purchase price. The End-User agrees that the foregoing constitutes the End-User's sole and exclusive remedy for breach by Licensor under any warranties made under this Agreement. This warranty does not cover any Software that has been altered or changed in any way by anyone other than Licensor. Licensor is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with other software.
No oral or written information or advice given by Licensor or its dealers, distributors, employees or agents shall in any way extend, modify or add to the foregoing warranty.
THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE END-USER ASSUMES ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE SOFTWARE. IN NO EVENT WILL LICENSOR, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO THE END-USER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSOR'S LIABILITY TO THE END-USER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PAID TO LICENSOR FOR THE LICENSE OF THE SOFTWARE, EXCLUDING ANY ADDITIONAL CHARGES INCLUDING, BUT NOT LIMITED TO FEES FOR CONSULTING, ADDITIONAL DEVELOPMENT AND CUSTOMIZATIONS.
From time to time Licensor may, in its sole discretion, advise the End-User of updates, upgrades, enhancements or improvements to the Software and/or new releases of the Software (collectively, "Enhancements"), and may license the End-User to use such Enhancements upon payment of prices as may be established by Licensor from time to time. All such Enhancements to the Software provided to the End-User shall also be governed by the terms of this License.
Additionally, Licensor may, by separate agreement with the End-User, make custom enhancements or improvements to the software for an additional fee. Any such Enhancements to the software shall also be governed by the terms of this license.
This License will be governed by and construed in accordance with the laws of the state of Florida, and shall inure to the benefit of Licensor and End-User and their successors, assigns and legal representatives. If any provision of this License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this License will remain in full force and effect. Any notices or other communications to be sent to Licensor must be mailed first class, postage prepaid, to the following address: Global Market Media, Inc., 4401 NE 28th Ave. Lighthouse Point, FL 33064.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly cancelled and superseded. This Agreement may not be changed or amended except by a written instrument executed by a duly authorized officer of Licensor.
8. Good Faith Usage.
End-User agrees that use of the software will be limited to beneficial pursuits and interests for both the Licensor and End User. Expressly excluded from this broad acceptable usage is competitive analysis of the software, including its internal operations, the interface, networking approaches and market positioning, as well as any additional information gained through use of or exposure to this software, for purposes of creating a competitive product?or venture of any kind.
BY INSTALLING THIS SOFTWARE, THE END-USER ACKNOWLEDGES THAT IT HAS READ THIS LICENSE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. Should you have any questions concerning this License, contact Licensor at the address set forth above.