This Software License Agreement (“Agreement”) is between you (“Licensee, “you,” or “your”), and Dominate, (“Licensor”). The terms and conditions set forth in this Agreement apply to the software, which may include associated media, printed materials, and “online” and electronic documentation (“Documentation”), as well as all other software, products, and services you license and/or purchase from us (collectively, the “Software”).
By purchasing the license (“License”) to use the Software, installing, copying or otherwise using the Software, Licensee agrees to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement:
(a) do not purchase, install, access, or use the Software; and
(b) promptly, return the Software to Licensor.
This Agreement is effective as of the date you license and/or purchase the Software, whether such license/purchase occurred through Licensor’s website, email or any other medium of delivery, as may be determined in Licensor’s discretion.
1. GRANT OF LICENSE.
1.1. Limited License.
Subject to the terms and conditions of this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, and revocable License to use the Software. Licensor is and remains at all times the owner of all rights, title, and interest in the Software. Licensor may change the License at any time.
1.2. Installation and Use.
Licensee is granted only one (1) installation of the Software for business or personal use on the Magento, Shopify, WooCommerce, and BigCommerce platforms. In the event you need more than one installation of the Software on the prefered eCommerce platform, you must purchase an additional license per installation. Not withstanding the foregoing, Licensee may install the Software across multiple sites owned by Licensee.
1.3. Reproduction and Distribution Prohibited.
Licensee must not copy or allow others to copy, give, sell, distribute, sub-license, rent, lease or lend any portion of the Software or Documentation to anyone. You must not use any part of the Software’s code for any other software product or website. You must not place the Software on a server so that it is accessible via a public network such as the internet for distribution purposes. Any distribution of the Software without Licensor’s written consent, including non-commercial distribution, constitutes a violation of this Agreement.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
2.1. Limitations on Modifications to Software.
Licensee must not reverse engineer, decompile,disassemble, or otherwise modify the Software.
2.2. Separation of Components.
The Software is licensed as a single product. Licensee must not separate any of its component parts for use on other computers and/or electronic devices.
3. INTELLECTUAL PROPERTY RIGHTS AND COPYRIGHT.
3.1. Intellectual Property Rights.
The Software, including its object code and source code, whether or not provided to Licensee, is and will remain confidential and proprietary information of Licensor. Licensor owns exclusively and reserves all rights, title, and interest in and to the Software, and all ideas, methods, algorithms, processes, and concepts used in developing or incorporated in the Software, including all intellectual property rights and derivative works. This Agreement is not an agreement of sale and does not transfer any right, title, or interest in and to the Software.
Licensor is the copyright holder of the Software. All title and copyrights in and to the Software (including, but not limited to, any photographs and images), any related printed materials, and any copies of the Software are owned by Licensor. The Software is protected by copyright law and any applicable international treaty provisions. Any infringement of these terms and conditions constitutes a violation of copyright law and will be prosecuted. Licensor reserves the right to prosecute anyone who is holding an invalid license to the Software.
4. LIMITED WARRANTY.
4.1. No Warranties.
Licensor expressly disclaims any warranty for the Software. To the extent permissible by applicable law, the Software is provided “AS-IS” without any warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchant ability, fitness for a particular purpose, or non-infringement. The risk of use of the Software is and will remain with Licensee.
4.2. No Liability for Damages.
Any liability of Licensor will be limited exclusively to refund of purchase price. Licensor is not liable for any damages caused from the use or misuse of the Software. Licensor is not liable for prosecution of Licensee from the illegal use of the Software. Licensee acknowledges and agrees that Licensor is in no way liable for any compensatory, special, consequential, incidental or indirect damages whatsoever (including, but not limited to, loss of business profits, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software, even if Licensor is aware of the possibility of such damage and known defects.
Licensee agrees to indemnify and hold Licensor harmless from all claims, losses, damages, complaints, costs, and expenses (including, attorneys’ fees) connected with or arising from Licensee’s breach of the terms and conditions of this Agreement.
5.1. Termination by Licensor.
Licensor may terminate the License at any time if it is determined that Licensee is not in compliance with the terms and conditions of this Agreement. In such event, Licensee must destroy all copies of the Software. If Licensee is found to be using the Software after Licensor has notified you of the License termination, Licensor is entitled to seek the cost of the unlicensed Software usage as well as court costs and attorneys’ fees.
5.2. Termination by Licensee.
Licensee may terminate the License at any time by uninstalling the Software.
5.3. Refund of License Fee.
Licensee may return the Software unused to Licensor within fourteen (14) days of the purchase date of the Software for a full refund of the licensee fee paid by Licensee forthe Software, less any incidental charges. No refund is available after the fourteen (14) day return period.
Software fixes, updates, and patches may become available. If Licensee’s License of the Software is within the applicable support period or if Licensee is actively subscribed to the Software, the Software fixes and patches will be made available to Licensee free of charge. If Licensee’s License is no longer within the support period or Licensee is not an active subscriber to the Software, Software fixes, updates, and patches will be made available for the then-current fee.
7. LICENSEE’S DATA.
8. GENERAL PROVISIONS.
8.1. No Relationship.
The parties are not engaged in a joint venture, partnership, franchise, employer/employee, fiduciary or agency relationship. This Agreement is not intended to create athird party beneficiary of any kind.
In the event that any one or more of the provisions of this Agreement will be determined to be invalid, unenforceable, or illegal, such invalidity, unenforceability of unenforceable or illegal provision is to be replaced by an effective provision which comes as close as possible in economic effect to the original intention of the parties. The same applies in case of omissions not intended by the parties.
No waiver of any provisions hereof will be effective unless in writing signed by the party alleged to have waived such provision and any failure of Licensor to strictly enforce any term, right or condition be construed as a waiver of such term, right or condition. Any single waiver will not operate to waive subsequent or other defaults. Nor will any failure of Licensor to strictly enforce any term, right or condition be construed as a waiver of such term, right, or condition.
8.4. Force Majeure.
Neither party is liable for failure to perform any of its respective obligations here under if such party’s failure to do so is caused by an event outside its reasonable control, including, but not limited to, acts of God, war, terrorism, or natural disasters.
8.5. Choice of Law and Venue.
This Agreement will be construed under the laws of the State of Louisiana, without regard to conflict of law principles, and any disputes relating to this Agreement will be brought in the federal or state courts located Baton Rouge, Louisiana. Licensee hereby submits to the jurisdiction and venue of the courts located in Baton Rouge, Louisiana.
8.6. Entire Agreement.
This Agreement is the entire and exclusive agreement between the Licensor and Licensee with respect to the Software. This Agreement replaces and supersedes all prior negotiations, dealings, and agreements between the parties regarding the Software.