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productcart:eula [2013/04/29 10:15]
earlyimpact [4.3 Certificate of Destruction]
productcart:eula [2013/07/12 14:44] (current)
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 ==== 4.4 Disclaimer. ==== ==== 4.4 Disclaimer. ====
    
-THE WARRANTIES SET FORTH IN SECTION 4.1, ABOVE, ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION: (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION,​ OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS;​ (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY;​ AND <​nowiki>​(c)</​nowiki> ​ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE. +THE WARRANTIES SET FORTH IN SECTION 4.1, ABOVE, ARE IN LIEU OF, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION: (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTION,​ OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS;​ (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY;​ AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
 ===== 5. CONFIDENTIALITY ===== ===== 5. CONFIDENTIALITY =====
  
 ==== 5.1 Confidentiality. ==== ==== 5.1 Confidentiality. ====
    
-Licensee acknowledges that the Software and Documentation,​ and all information relating to the business and operations of the Licensor that Licensee learns or has learned during or prior to the term of this Agreement contains valuable trade secrets and proprietary information belonging to Early Impact. Licensee must keep confidential and protect from unauthorized disclosure all such source code and all information that Early Impact ​expressly designates as confidential or that any reasonable person would understand to be confidential or proprietary. Without limiting the foregoing, during the period this Agreement is in effect, and at all times afterwards, Licensee, and its employees, contractors,​ consultants,​ and agents, will; (a) take reasonable security precautions and safeguard all information with precautions and diligence that are at least as great as the precautions and diligence that Licensee takes to protect its own confidential information;​ (b) maintain the confidentiality of this information ​<​nowiki>​(c)</​nowiki> ​not use the information except as permitted under this Agreement (d) disclose the information described in this section only to Licensee employees or consultants on a need-to-know basis; and (e) require employees or consultants to execute appropriate written agreements sufficient to enable compliance with Licensee’s confidentiality obligations under this Section 5.1. (f) not disseminate,​ disclose, sell, publish, or otherwise make available the information to any third party without the prior written consent of Licensor.+Licensee acknowledges that the Software and Documentation,​ and all information relating to the business and operations of the Licensor that Licensee learns or has learned during or prior to the term of this Agreement contains valuable trade secrets and proprietary information belonging to NetSource Commerce. Licensee must keep confidential and protect from unauthorized disclosure all such source code and all information that NetSource Commerce ​expressly designates as confidential or that any reasonable person would understand to be confidential or proprietary. Without limiting the foregoing, during the period this Agreement is in effect, and at all times afterwards, Licensee, and its employees, contractors,​ consultants,​ and agents, will; (a) take reasonable security precautions and safeguard all information with precautions and diligence that are at least as great as the precautions and diligence that Licensee takes to protect its own confidential information;​ (b) maintain the confidentiality of this information (c) not use the information except as permitted under this Agreement (d) disclose the information described in this section only to Licensee employees or consultants on a need-to-know basis; and (e) require employees or consultants to execute appropriate written agreements sufficient to enable compliance with Licensee’s confidentiality obligations under this Section 5.1. (f) not disseminate,​ disclose, sell, publish, or otherwise make available the information to any third party without the prior written consent of Licensor.
  
 ==== 5.2. Injunctive Relief for Breach. ==== ==== 5.2. Injunctive Relief for Breach. ====
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 ==== 6.2 Damages Limitation. ==== ==== 6.2 Damages Limitation. ====
  
-EARLY IMPACT'S CUMULATIVE LIABILITY FOR ALL CLAIMS OF ANY NATURE ​ +NETSOURCE COMMERCE'S CUMULATIVE LIABILITY FOR ALL CLAIMS OF ANY NATURE RELATED TO THE SOFTWARE OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL SOFTWARE LICENSE FEES, EXCLUDING SUPPORT FEES, THAT NETSOURCE COMMERCE ​MAY RECEIVE FROM LICENSEE, AN AUTHORIZED ​NETSOURCE COMMERCE ​RESELLER OR LICENSEE’S HOSTING PROVIDER IN CONNECTION WITH USE OF THE SOFTWARE. NEITHER ​NETSOURCE COMMERCE ​NOR ANY OF ITS SUPPLIERS SHALL BE LIABLE FOR ANY CONSEQUENTIAL,​ INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSS OF PROFITS EVEN IF NETSOURCE COMMERCE ​OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. ​
-RELATED TO THE SOFTWARE OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL SOFTWARE LICENSE FEES, EXCLUDING SUPPORT FEES, THAT EARLY IMPACT ​MAY RECEIVE FROM LICENSEE, AN AUTHORIZED ​EARLY IMPACT ​RESELLER OR LICENSEE’S HOSTING PROVIDER IN CONNECTION WITH USE OF THE SOFTWARE. NEITHER ​EARLY IMPACT ​NOR ANY OF ITS SUPPLIERS SHALL BE LIABLE FOR ANY CONSEQUENTIAL,​ INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR FOR ANY LOSS OF PROFITS EVEN IF EARLY IMPACT ​OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. ​+
  
 ===== 7. EXPORT CONTROLS AND RESTRICTED RIGHTS ===== ===== 7. EXPORT CONTROLS AND RESTRICTED RIGHTS =====
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 Licensee may not assign, sublicense, or transfer Licensee'​s rights or delegate its obligations under this Agreement without Licensor'​s prior written consent, which will not be unreasonably withheld. This Agreement shall be binding upon the successors and assigns of the parties to this Agreement. Licensee may not assign, sublicense, or transfer Licensee'​s rights or delegate its obligations under this Agreement without Licensor'​s prior written consent, which will not be unreasonably withheld. This Agreement shall be binding upon the successors and assigns of the parties to this Agreement.
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 ==== 8.2. Entire Agreement. ==== ==== 8.2. Entire Agreement. ====
    
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 This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. This Agreement may not be modified or amended except in a writing signed by an authorized officer of each party. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision.
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 ==== 8.4. Notices. ==== ==== 8.4. Notices. ====
    
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 Without the prior written consent of the other party, neither party shall disclose the terms and conditions of this Agreement, except disclosure may be made as is reasonably necessary to the disclosing party'​s bankers, attorneys, or accountants or except as may be required by law. Without the prior written consent of the other party, neither party shall disclose the terms and conditions of this Agreement, except disclosure may be made as is reasonably necessary to the disclosing party'​s bankers, attorneys, or accountants or except as may be required by law.
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 ==== 8.6. Governing Law and Jurisdiction. ==== ==== 8.6. Governing Law and Jurisdiction. ====
    
-This Agreement shall be governed by and construed in accordance with the laws of the State of California.+This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
  
 ==== 8.7. Severability. ==== ==== 8.7. Severability. ====
  
 In case any provision of this Agreement is held to be invalid, unenforceable,​ or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability,​ or illegality will not affect any other provisions of this Agreement. In case any provision of this Agreement is held to be invalid, unenforceable,​ or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability,​ or illegality will not affect any other provisions of this Agreement.
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 ==== 8.8. Attorney'​s Fees. ==== ==== 8.8. Attorney'​s Fees. ====
  
 In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney'​s fees and costs. In the event of any dispute between the parties arising out of this Agreement, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney'​s fees and costs.

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