» version 1.1 - posted on 2007-04-16
BY INSTALLING THE SOFTWARE (AS DEFINED BELOW), AND CLICKING "YES I AGREE WITH THE TERMS OF THIS LICENSE AGREEMENT" BELOW, YOU (EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN LEGAL ENTITY AS ITS AUTHORIZED AGENT) AGREE TO ALL OF THE TERMS OF THIS END USER LICENSE AGREEMENT ("AGREEMENT") REGARDING YOUR USE OF THE SOFTWARE. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND DO NOT OTHERWISE USE THE SOFTWARE AND REMOVE THE SOFTWARE FROM YOUR STORAGE DEVICES.
1. Grant of License. The DartCart™ Software product that accompanies this license referred to herein as the "Software" is not sold, but rather licensed to you by the means of an encrypted site key that allows full functioning of the Software. Following the expiry of the encrypted site key, the Software is limited allowing inspection and utilization of downloaded orders; however, you must obtain a new site key to continue to use the Software. Subject to paying the applicable licensing fees, this license grants you the right to use the software in accordance with the following non-exclusive and non-transferable rights:
Use: You may install the Software as an integrated package on a single client computer to connect and communicate with a single designated server site(STORE) on the internet or an internal network using the supplied binary object code database application. Additionally, you may connect and communicate with a single designated test server site for testing purposes only. You may make a reasonable number of backup copies solely for archival purposes. You may make artistic alterations and modify the templates as prescribed in the documentation or create new templates suitable for your purposes.
Restrictions: This License may not be assigned or otherwise transferred to any other person, entity, or server site without prior written consent from DartCart, and any unauthorized transfer is null and void. DartCart.com reserves all rights not expressly granted.
The Licensee agrees not to:
(i) cause or permit: the reverse engineering, reverse assembly, reverse compilation, translation, decryption, un-obfuscation, disable the software licensing keys, or create derivative works based upon the Licensor Software, except and only to the extent permitted in this agreement or as permitted in a prior specific written agreement is entered into with DartCart.com
(ii) co-brand, distribute, lease, lend, license, market, private label, rent, sell, sublicense, timeshare, transfer, use in a service bureau or grant any rights in or to or otherwise make available all or any portion of the Licensed Software, except and only to the extent that a prior specific written agreement is entered into with DartCart.com.
(iii) use other means than the Software to download and process orders from the designated server site except and only to the extent permitted in a prior specific written agreement is entered into with DartCart.com.
(iv) remove any proprietary or copyright notices or labels on the Licensor Software and sub components.
License Grant Third Party: The Software package includes third party software sub-components. The licensee understands this and accepts the terms of the third party software licenses that may differ from this license.
2. Ownership: Intellectual property rights, ownership rights, and title, of the Software, the Software generated server code, all copies, modifications, and translations, shall at all times remain with DartCart or its licensors. The Software is protected by copyright and other intellectual property laws and by international treaties.
3. Limited Warranty: Although DartCart.com has tested and reviewed the software and the accompanying documentation, the software and documentation are licensed "as is," and without any express warranty of any nature. To the maximum extent permitted by applicable law, the licensor disclaims all warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, with respect to the Software and the documentation. DartCart.com does not warranty any third-party software. As such, the entire risk arising out of use of the software remains entirely with you. However, If applicable law requires any warranties with respect to the software, all such warranties are limited to duration of thirty (30) days from the date of delivery.
4. Limitation of Liability: IN NO CASE SHALL DARTCART.COM, ITS DIRECTORS OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE LICENSEE OR THIRD PARTY FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGE ARISING (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) OUT OF YOUR USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF DARTCART.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL DARTCART.COM AGGREGATE LIABILITY TO THE LICENSEE EXCEED THE AMOUNTS PAID TO DARTCART.COM BY THE LICENSEE FOR THE SOFTWARE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES, THIS LIMITATION MAY NOT APPLY TO YOU.
5. Indemnification: THE LICENSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE LICENSOR WITHOUT LIMITATION OR EXCEPTION FROM ANY AND ALL LIABILITY, PENALTIES, LOSSES, DAMAGES, COSTS, EXPENSES, ATTORNEYS’ FEES, CAUSES OF ACTION OR CLAIMS CAUSED BY OR RESULTING DIRECTLY OR INDIRECTLY FROM ANY USE OF THE SOFTWARE BY THE LICENSEE, LICENSOR OR BY ANY THIRD PARTY. THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT EXTENDS TO ALL ISSUES, WHETHER THEY ARE ACTIVE PASSIVE OR NEGLIGENT, ASSOCIATED WITH THE SOFTWARE, THIS LICENSE OR BREACH OF THIS LICENSE.
6. Export Restrictions: The Software includes cryptographic components which are subject to export control laws, and may be subject to export or import regulations in other countries. The Licensee agrees and certifies not to export, re-export, or import the Software contrary to the laws and regulations of any country.
7. U.S. Government Sales: The Software is “commercial computer software” and “commercial computer documentation” developed exclusively at private expense. If the Software and documentation is acquired by the U.S. Government or on its behalf, the Software and documentation is subject to FAR 12.212 or DFARS 227 7202 and as applicable, use of, reproduction of, and disclosure of the Software is governed by the rights set forth in this License.
8. Term: This License agreement is effective upon selecting “Yes, I agree with all terms of this agreement” and choosing “Next” in the installation procedure.
This License agreement will terminate:
(i) immediately without written notice by DartCart.com to the licensee if you fail to perform a term or condition of this License;
(ii) upon the expiration of the license term corresponding to the site key(s) provided to you by DartCart.com unless you obtain a new site key;
(iii) if licensing and use of the Software contravenes any law, regulation, requirement, ruling, or notice issued by any judicial or governmental body.
Upon termination of the License, you shall remove the Software generated code (Store) from the designated site. You may keep the supplied binary object code database application solely for review of historical orders as required by law. DartCart.com shall not have any liability to you arising from or related to the termination of this License Agreement.
9. No Waiver: The waiver or failure of the Licensor to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder. The rights and remedies of Licensor set forth in this License Agreement are in addition to any rights or remedies the Licensor may otherwise have at law or in equity. If any provision of this License Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
10. Entire Agreement: This License Agreement constitutes the entire agreement and understanding of the parties and supersedes and merges any and all prior proposals, understandings and agreements, oral and written, between the parties concerning the Software
11. Governing Law and Jurisdiction: This License Agreement shall be governed by the laws of Alberta without regard to conflicts of laws. Licensee and Licensor hereby agree on behalf of themselves that the sole jurisdiction and venue for any litigation arising from or relating to this License Agreement shall be an appropriate federal or provincial court located in Alberta.???
12. Link: The Licensee agrees to maintain a return link to DartCart.com on their website.
13. General : DartCart.com may audit the Licensee’s use of the program at any time.
You shall pay to DartCart.com all attorney fees, collection fees, and related expenses, expended or incurred by DartCart.com in the enforcement of this License Agreement.