THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THIS RAPNET INSTANT INVENTORY ECOMMERCE MODULE AND ASSOCIATED DOCUMENTATION THAT NANOWEBGROUP LTD.,REGISTERED IN NEW YORK, NY (hereinafter referred to as “THE AUTHOR”) IS FURNISHING OR MAKING AVAILABLE TO YOU WITH THIS AGREEMENT (COLLECTIVELY, THE “MODULE”). PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE MODULE. BY INSTALLING, COPYING OR OTHERWISE USING THE MODULE, YOU AND YOUR COMPANY (COLLECTIVELY, “YOU”) ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT INSTALL OR USE THE MODULE. VARIOUS COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS PROTECT THE MODULE. THIS AGREEMENT IS A LICENSE AGREEMENT THAT GIVES YOU LIMITED RIGHTS TO USE THE MODULE AND NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE. THE AUTHOR RETAINS ALL RIGHTS NOT EXPRESSLY GRANTED BY THIS AGREEMENT. The author forbids, under any circumstances, the unauthorized reproduction of the Module or use of illegally obtained Module. Making illegal copies of the Module is prohibited. Individuals who violate copyright law and this Module license agreement may be subject to criminal or civil prosecution by the owner of the copyright.
1. License Grant
Under the terms and conditions of this Agreement, the Author grants you a nonexclusive license to use the Module on a computer server and under your designated domain name and only for purposes of operating an electronic-commerce store on the Internet. The Module is licensed, not sold.
The Author shall provide you with error corrections, bug fixes, patches, improvements or other updates (collectively, the “Updates”) to the Module licensed hereunder for a limited period of time (1 year after your purchase of the license). The Updates are to be provided in accordance with the Author’s release schedule and the terms and conditions set forth in this Agreement. All the Updates shall be the sole property of the Author.
3. Property Rights and Restrictions
3.1 Ownership. The Module and all modifications or enhancements to, or derivative works based on the Module, whether created by the Author or you, and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Module or any such modification, enhancement or derivative work are and shall remain the sole and exclusive property of the Author. This Agreement does not convey title or ownership to you but instead gives you only the limited rights set forth in this Agreement.
3.2 Limited Rights. Pursuant to this Agreement, you may: a) use the Module on one website only, for purposes of running one diamond search only b) extend and/or modify the Module functionality by developing and installing other RAPNET INSTANT INVENTORY ECOMMERCE modules c) transfer the Module and license to another party if the other party agrees to accept the terms and conditions of this Agreement. Except as expressly set forth in this Agreement, you have no right to use, make, sublicense, modify, transfer or copy either the original or any copies of the Module or to permit anyone else to do so. You may not allow any third party to have access to the source code of the Module. It is illegal to copy the Module and install that single program for simultaneous use on multiple machines.
3.3 Proprietary Notices. You may not remove, disable, modify, or tamper with any copyright, trademark or other proprietary notices and legends contained within the code of the Module.
3.4 Confidentiality. The Module contains valuable trade secrets and proprietary information belonging to the Author. You must keep confidential and protect from unauthorized disclosure all such program code, all templates and all information that the Author expressly designates as confidential or that you reasonably should understand to be confidential or proprietary.
4. License Fees and Taxes
4.1 License Fee. In consideration of the license rights granted in this Agreement, you shall pay to the Author the license fees or other consideration for the Module in accordance with the Author’s pricing. All amounts payable hereunder by you shall be payable without deductions for taxes, assessments, fees or charges of any kind.
4.2 Taxes and Other Charges. You shall be responsible for paying all (i) sales, use, excise, value-added or other taxes or governmental charges imposed on the licensing or use of the Module, (ii) freight, insurance and installation charges, and (iii) import or export duties or like charges.
5. Warranties, Disclaimers and Exclusive Remedies
5.1 This Module is provided “as is”, and these warranties do not guarantee that the Module will perform error-free or uninterrupted, or that all errors in the Module and documentation will be corrected. These warranties are exclusive and take the place of all other expressed or implied warranties or conditions including warranties or conditions of merchantability, satisfactory quality, and fitness for a particular purpose.
5.2 This Agreement does not obligate the Author to perform the installation of any corrections, bug fixes, patches or other updates to the Module licensed hereunder that is installed on your server.
5.3 If the Author cannot substantially correct a breach of these warranties, in a commercially reasonable manner, you may end your program license and recover the license fees paid to the Author under this license agreement, as applicable. This is your exclusive remedy.
6. Limitation of Liability
Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of profits, revenue, data, or data use. The maximum liability of the Author for any damages whether in contract or tort will not exceed the fees which you have paid to the Author for the Module.
The license is effective until terminated. You may terminate it at any other time by deleting the Module together with all copies, modifications and merged portions in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement. You agree upon such termination to delete the Module together with all copies, modifications and merged portions in any form.
If any provision of this Agreement is declared void or unenforceable by any judicial authority, this shall not nullify the remaining provisions of the Agreement which shall remain in full force and effect. You may not sublicense, assign or transfer the license or the Module except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and void. This Agreement is governed by law of New York. Any dispute arising out or in connection with this agreement including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in New York, NY
This agreement may change without notice.
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