LICENSE AGREEMENT
NOTICE - READ THIS BEFORE USING THE SOFTWARE
INSTALLING AND USING THE SOFTWARE ACCOMPANYING THIS LICENSE INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. READ ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT PRIOR TO INSTALLING OR USING THE SOFTWARE. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE DO NOT INSTALL THE SOFTWARE OR, IF YOU HAVE ALREADY INSTALLED THE SOFTWARE, YOU MUST DELETE THE SOFTWARE FROM YOUR HARDWARE.
This is a legal agreement between you, iWeb Inc, its licensors, and its subsidiaries (collectively "iWeb") and JJS Software & Consulting LLC , its licensors, and its subsidiaries (collectively "JJS"). This Agreement states the terms and conditions on which iWeb & JJS offers to license this software program (the "Program") and the accompanying on-line, read-me and help files (the "Documentation") including, but not limited to, the executable programs, drivers, libraries and data files associated with the Program.
PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE PROGRAM OR DOCUMENTATION OR ANY COPY THEREOF, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NOR MAY YOU SUB-LICENSE ANY OF YOUR RIGHTS UNDER THIS AGREEMENT.
DEFINITIONS:
Web Server: A computer, or cluster of computers where the software will be installed for use in the operation of a single Web Site.
Web Site: A distinct internet address accessible using the http protocol. For purposes of this Agreement, a domain is not the same as a web site. For example, http://www.domain.com and http://search.domain.com constitute two separate web sites under this Agreement. For purposes of this Agreement, a Web Site can be located on either a single Web Server or multiple Web Servers.
LICENSE: This software program (the "Program") and the accompanying on-line read-me and help files (the "Documentation") are licensed, not sold, to you. The term "Program" shall also include any updates of the Program licensed to you by iWeb & JJS . Subject to the terms of this agreement, you have a non-exclusive right to use the Program and Documentation only for educational, evaluation or personal purposes, or in support of licensee's business. You do not have a right to use the Program for purposes of resale, rental, or the like. This right is not transferable except as otherwise provided in this Agreement. You may use this Program on a single Web Server, for access through a single Web Site at one time located in the United States and its territories or any other country to which this Program is legally exported. This Program is "in use" when it is loaded into the temporary memory (i.e., RAM) or installed into the permanent memory (e.g., hard drive, CD-ROM or other storage device) of the computer or cluster of computers used for operation of the single Web Site. You agree to use your best efforts to prevent and protect the contents of the Program and Documentation from unauthorized disclosure or use. iWeb & JJS reserve all rights not expressly granted to you. iWeb's & JJS's licensors are the intended third-party beneficiaries of this agreement and have the express right to rely upon and directly enforce the terms set forth herein.
LIMITATION ON USE: You may not rent, lease, sell or otherwise transfer or distribute copies of the Program or Documentation to others, except as otherwise provided in the "LICENSE TRANSFER" section below. You may modify the Program with the prior written consent of iWeb & JJS as necessary; however, you expressly agree that any such modification will immediately and automatically void any and all warranties and licensor's obligations under this Agreement, and that licensor shall not be liable for any claim, damages or action resulting from said modification. You may not reverse assemble, reverse compile or otherwise attempt to create the source code from the Program. You may not use iWeb's or JJS's name or other trademarks owned by iWeb & JJS to refer to iWeb & JJS or its trademarks directly or indirectly in any papers, articles, advertisements, sales presentations, news releases or releases to any third party without the prior written approval of iWeb & JJS for each such use. You may not release the results of any performance or functional evaluation of any Program to any third party without prior written approval of iWeb & JJS for each such release.
BACKUP AND PHYSICAL TRANSFER: You may make one archival copy of the Program for backup purposes provided iWeb's & JJS copyright notice is included. You may also install the Program on one additional development server for testing and setup purposes provided the additional server is not an active or live website or otherwise publicly available. Use on additional development servers is permitted only with prior written consent from iWeb & JJS. You may also physically transfer the Program from one Web Server to another provided that the Program (including any portion or copy thereof) is erased from the first Web Server and there is no possibility that the Program will be used on more than one Web Server at a time.
LICENSE TRANSFER: The license right granted in this Agreement is non-transferable unless licensee submits a written request in advance identifying the transferee and receives written consent to the transfer from licensor. Said consent shall be expressly conditioned upon: (1) licensee's providing the written request; (2) a signed agreement between licensor, licensee and the proposed transferee wherein transferee agrees to be bound by all of the terms and conditions of this Agreement and licensee agrees to terminating all of its rights under the Agreement; and (3) transferee's advanced payment of a relicensing fee to be determined by licensor. Licensor is under no obligation to consent to any requested transfer and can refuse consent for any reason, however, said consent will not be unreasonably withheld and Licensor agrees to provide a written statement providing the reasons for any refusal. In the event of such a refusal the parties agree to conduct good faith negotiations in an effort to resolve the issue. If, after conducting said negotiations, the parties are unable to resolve the issue, licensee may request, at its sole cost, that the matter be submitted to an independent arbitrator selected by agreement between the parties and under procedures to be mutually agreed upon by the parties. Any attempt by licensee to sublicense, assign, delegate, rent, lease, time-share or otherwise transfer this license or any of the related rights or obligations except as otherwise provide by this Agreement shall be void. Upon granting consent to a transfer, licensor will issue a new license number to the transferee and disable the original license number provided to the licensee.
COPYRIGHT: The Program and related Documentation are copyrighted by iWeb & JJS and its licensors. By acceptance of this Agreement you specifically acknowledge that the Program is protected by copyright and that you have received notice of said copyright protection. You may not copy the Program (or this license) except to provide a backup copy and development server copy as specifically provided in the Agreement, and to load the Program into the computer as part of executing the Program. You may make one copy of the Documentation and print one copy of any on-line documentation or other materials provided to you in electronic form. Any and all other copies of the Program and any copy of the Documentation made by you are in violation of this license.
OWNERSHIP: You agree that the Program and Documentation belong to iWeb & JJS and its licensors. You agree that you neither own nor hereby acquire any claim or right of ownership to the Program and Documentation or to any related patents, copyrights, trademarks or other intellectual property. iWeb & JJS and its licensors retain all right, title and interest in and to the Documentation and all copies and the Program at all times, regardless of the form or media in or on which the original or other copies may subsequently exist, and reserves all rights not expressly granted to you. This license is not a sale of the original or any subsequent copy. All content accessed through the Program is the property of the applicable content owner and may be protected by applicable copyright law. This license gives you no rights to such content.
TERM AND TERMINATION: This license is effective until terminated. You may terminate this license at any time by destroying the Program and Documentation and the permitted backup copy and the development server copy. This license automatically terminates if you fail to comply with its terms and conditions. You agree that, upon such termination, you will either destroy (or permanently erase) all copies of the Program and Documentation, or return the original Program and Documentation to iWeb & JJS, together with any other material you have received from iWeb & JJS in connection with the Program.
PRODUCT UPGRADES: You agree that iWeb & JJS are under no obligation to release product upgrades or maintenance releases, such as minor improvements, bug fixes, or patches. Any such releases will be at the sole discretion of iWeb & JJS. In the event a product upgrade or maintenance release is released, you will be entitled to an upgrade or maintenance release within the current version number licensed by you free of charge, provided you perform the necessary application of said upgrade or release. For purposes of this Agreement, "within the current version number" refers to any sub-numbering within a primary numbered version (e.g., Primary version 6.0, upgrade version 6.1). "Application" means downloading or uploading of the distribution file containing said upgrade or maintenance release, and performing the necessary activities to incorporate said upgrade or maintenance release including, but not limited to, backing up the older version of the Program, running any necessary conversion programs, and performing any necessary reconfiguration. In the event you decide to have iWeb & JJS perform any application for you or on your behalf, iWeb & JJS reserves the right to charge a fee, to be determined at iWeb's & JJS's discretion, for any such application. iWeb & JJS further reserves the right to require an application fee in the event the nature of the upgrade or maintenance release is such that iWeb & JJS determines that any application should be performed solely by iWeb & JJS. In the event such an application by iWeb & JJS is required, iWeb & JJS agrees to insure the quality of said upgrade or maintenance release by performing a backup of your current system prior to any application of said upgrade or maintenance release by iWeb & JJS.
NEW VERSIONS OF THE PROGRAM: You agree that iWeb & JJS are under no obligation to release any new version of the Program and/or Documentation. In the event a new primary version of the Program and/or Documentation (e.g., Version 2.0) is released by iWeb & JJS, you agree to pay for a new license, at a price to be determined by iWeb & JJS at its discretion, should you wish to use said new version.
SUPPORT: iWeb & JJS agrees to provide reasonable technical support through a public medium free of charge. For purposes of this Agreement, "public medium" refers to a suitable documentation. iWeb & JJS may, at its sole discretion, provide personal technical support free of charge, but specifically reserves the right to charge for such personal technical support. For purposes of this Agreement, "personal technical support" refers to telephone support, electronic mail, or other online methods. You agree that any offer or actual provision of technical support by iWeb & JJS does not constitute any warranty regarding the Program and/or Documentation except as otherwise provided in this Agreement.
DISCLAIMER OF WARRANTY: iWeb & JJS does not warrant that the functions contained in the Program will meet your requirements or that the operation of the Program will be uninterrupted or error free. iWeb & JJS PROVIDES THE PROGRAM AND THE DOCUMENTATION "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You assume full responsibility for the selection of the Program to achieve your intended results, and for the installation, use and results obtained from the Program. You also assume the entire risk as it applies to the quality and performance of the Program. Should the Program prove defective, you and not iWeb & JJS assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this agreement.
Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary from state to state.
LIMITATION OR REMEDIES: IN NO EVENT WILL iWeb & JJS BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT OF YOUR USE OR INABILITY TO USE THE PROGRAM INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST SAVINGS, LOST BUSINESS OR LOST OPPORTUNITY, LOST REVENUE, LOST DATA, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE PROGRAM, EVEN IF iWeb & JJS OR AN AUTHORIZED iWeb & JJS DEALER, DISTRIBUTOR OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
Some states do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you.
GENERAL: This Agreement is binding on you as well as your employees, employers, contractors, agents, and any successors or assignees. Except as otherwise provided by applicable state law or federal law governing copyrights, this Agreement is governed by the laws of the State of Delaware. This Agreement represents the entire agreement between iWeb & JJS and you and supercedes any other understandings or agreements including, but not limited to, advertising statements, with respect to the Program.
EXPORT CONTROLS: The Program and the underlying information and technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone of the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Program, you are agreeing to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
U.S. GOVERNMENT END USERS: The Program is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 45 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Program with only those rights set forth herein.
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