By downloading, installing, activating
with serial key or otherwise using the product identified above and/or its
related materials, you agree to be bound by the terms and conditions of this
License Agreement.
1. SCOPE OF LICENSE
This license agreement ("LICENSE") is a legal agreement between you (either an
individual or a single entity, also referred to as "LICENSEE", "YOU") and RainWeb
LLC, ("RAINWORX"), for the software containing this
LICENSE which may also include the software’s source
code written in a high–level computer language, compiled binaries, database
scripts, associated media, printed materials, and "online" or electronic
documentation (collectively referred to as "SOFTWARE"). The SOFTWARE is
licensed, not sold.
LICENSEE must be lawfully able
to enter into and form contracts under their own will. Any earlier license we
may have granted to you for the use of earlier versions of the SOFTWARE is replaced by this LICENSE.
The SOFTWARE is protected by
copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties and contains confidential information
and trade secrets. The SOFTWARE is licensed to you,
not sold. RAINWORX retains ownership of the copy of
the SOFTWARE in your possession, and all copies you
may be licensed to make. RAINWORX also retains all
rights not expressly granted to you in this LICENSE.
2. LICENSE TO USE
RainWorx hereby grants to you, and you accept, a non-exclusive, non-transferable, and non-assignableLICENSE to install, copy and use the SOFTWARE only as authorized below.
The LICENSE allows you to use
the SOFTWARE for 1 (one) installation (consisting of
a single database instance, a single set of website files, and compiled DLLs)
residing on a single web server. There is no limitation to the number of sub
domains or domain names that can be pointed to the same installation.
To facilitate the development process, RainWorx allows you
to deploy the SOFTWARE on your testing and
development servers and access your applications via the IP address(es).
3. RESTRICTIONS
You are not allowed to use the SOFTWARE as a whole, or any of its comprising elements, as
a basis for creation of another software product.
You are not allowed to use individually the software
components comprising the SOFTWARE, but only as an
integral part of the SOFTWARE.
You are not allowed to disassemble, decompile or "unlock",
decode or otherwise reverse translate or engineer, or attempt in any manner to
reconstruct or discover any source code or underlying algorithms of the SOFTWARE provided in object code form only.
You are not allowed to use, copy, modify, or merge copies of
the SOFTWARE or any accompanying documents except as
permitted in this LICENSE.
You may not use the RAINWORX
product names, logos or trademarks to market your SERVICES or IMPLEMENTATIONS
related to the SOFTWARE without the express prior
consent of RainWorx.
You agree to indemnify, hold harmless, and defend RAINWORX and its resellers from and against any and all
claims or lawsuits including attorney's fees that arise or result from the use
or implementation of the SOFTWARE.
Independent software vendors involved in the development,
maintenance, or publication of multiple-seller ecommerce web applications or
website auction software are not allowed to use the SOFTWARE without the express permission of RAINWORX.
You may not publish the results of any benchmark or
comparison tests run on the SOFTWARE. You may not
provide the results of any benchmark or comparison tests run on the SOFTWARE to any third party without the prior written
consent of RAINWORX.
You shall be responsible for the payment of all taxes,
duties, or levies that may now or hereafter be imposed by any authority upon
this Agreement for the supply, use, or maintenance of the SOFTWARE.
4. DELIVERY
Upon request RAINWORX shall
deliver to LICENSEE a copy of the SOFTWARE licensed hereunder in electronic format only.
Installation of the SOFTWARE by RainWorx on behalf
of LICENSEE constitutes as an alternative delivery
option.
5. UPGRADES
The LICENSE entitles the LICENSEE to receive all version updates, patches, and
bug-fixes released for a period of 1 (one) year after the day of purchase. SOFTWARE labeled as an upgrade replaces and/or supplements
(and may disable) the product that formed the basis for your eligibility for the
upgrade. You may use the resulting upgraded product only in accordance with the
terms of this LICENSE.
6. SOFTWARE MODIFICATIONS
RAINWORX will provide, in its
sole discretion, LICENSEE with error corrections,
bug fixes, or patches to the SOFTWARE licensed
hereunder. LICENSEE may, from time to time, request
that RAINWORX incorporate certain features,
enhancements or modifications into the SOFTWARE.
RAINWORX may, in its sole discretion, undertake to
incorporate such changes and distribute the SOFTWARE
so modified to all or any past or future Licensees.
7. COMMUNICATION & DISCLOSURE
RAINWORX reserves the right to
publish LICENSEE’s name, logo, or corresponding
domain names without prior notice to LICENSEE for
the purpose of presentations, marketing materials, customer lists, or web site
listings of customers. RAINWORX reserves the right
to log usage of Software at any time with the exception of user information,
financial transactions, or any other confidential information. Only the LICENSEE’s software serial number, website address, and IP
address is subject to being transmitted.
8. COPYRIGHT
All title and copyrights in and to the SOFTWARE (excluding third party licensed modules listed
below), the accompanying materials, and any copies of the SOFTWARE, and any trademarks or service marks of RainWorx
are owned by RainWorx. All title and intellectual property rights in and to the
content that may be accessed through use of the SOFTWARE is the property of the respective content owner
and may be protected by applicable copyright or other intellectual property laws
and treaties. All error corrections, bug fixes, patches, updates or other
modifications, unless otherwise defined, shall be the sole property of
RainWorx.
The SOFTWARE includes software
products listed below. RainWorx has rights to redistribute these modules;
however the intellectual property for these products remains with their
respective publishers:
RWImage.dll – Server side image component,
Chestysoft PolarZIP.ocx – PolarZIP ActiveX compression control, Polar
Software
9. LICENSING DISPUTES AND TRANSFERS
If ownership of a license is found to be in dispute and
reasonable proof of ownership cannot be established, the license will remain
with the registered owner until agreement can be reached on license ownership,
and all parties notify RAINWORX to that effect.
The LICENSE terms do not
explicitly grant the right to transfer ownership from original LICENSEE; therefore any license transfers are at the
discretion of RAINWORX. If LICENSEE wishes to transfer LICENSE, they should send a request to RAINWORX with full details. If the intended License holder
requires any assistance or support from RAINWORX
there is a “License Transfer Fee” which is twenty five percent (25%) of the new
license cost. It is the responsibility of the original LICENSEE to ensure that the intended License holder
understands and agrees to the “License Transfer Fee” stated above and the LICENSE as defined in this document.
10. REFUNDS
If LICENSEE submits a refund
request within the “Warranty Period” as defined in Paragraph 11 below, of the
original purchase date, and LICENSEE used or
attempted to use the application for its intended purpose, and RAINWORX is unable to resolve your request then RAINWORX may (at our sole discretion), issue you a refund
for the full LICENSE purchase price.
If SOFTWARE has not been
delivered and LICENSEE submits a refund request,
RAINWORX will in most cases honor the request for a
full refund, in relation to Paragraph 11 below.
RAINWORX provides a functional
and extensive online demo, sample code upon request, and unlimited email and
phone support during business hours prior to any SOFTWARE purchase. >LICENSEE is responsible for ensuring that the SOFTWARE satisfies needed requirements before purchasing
software, and any absence of such requirements in SOFTWARE does not classify SOFTWARE as ‘with defect’.
In the event that RAINWORX
refunds any amounts paid by LICENSEE for SOFTWARE, in relation to Paragraph 11 below, LICENSEE understands and agrees that this Agreement and
the License are terminated. Upon License termination, LICENSEE agrees that it will no longer use, display, or
otherwise control the Software, code, documentation, and related print or
digital media.
11. LIMITED WARRANTY
RAINWORX warrants that for your
benefit alone, for thirty (30) days from the day of delivery to you (the
"Warranty Period") the SOFTWARE, under normal use in
a compatible execution environment, will be free from defects in material and
workmanship. This limited warranty extends only to the original LICENSEE. Except for the foregoing, SOFTWARE and accompanying print and digital media is
provided “AS IS”. Your exclusive remedy and RAINWORX’s entire liability under this limited warranty
will be at RAINWORX’s option to fix the Software or
refund the fee paid for Software.
12. DISCLAIMER OF WARRANTY
Except for the expressed warranties set forth in this
agreement, RAINWORX disclaims all implied warranties
for the software, including warranties of merchantability and fitness for a
particular purpose. RAINWORX makes no
representations concerning the quality of the software and does not promise that
the software will be error free or will operate without interruption. This
limited warranty shall not apply to any error or failure resulting from (i)
machine error, (ii) LICENSEE's failure to follow
operating or installation instructions, (iii) negligence or accident, (iv) is
used in illegal activities or any actions in direct conflict with governing law,
or (v) has been altered or modified. In the event of a breach of warranty, LICENSEE's sole and exclusive remedy, is repair of all or
any portion of the SOFTWARE. If such remedy fails of
its essential purpose, LICENSEE's sole remedy and
RAINWORX's maximum liability shall be a refund of
the paid purchase price for the defective SOFTWARE
only. This limited warranty is only valid if RAINWORX receives written notice of breach of warranty no
later than fifteen (15) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS LICENSE,
RAINWORX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE,
NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
LICENSEE is responsible for
ensuring that the SOFTWARE satisfies needed
requirements, and any absence of such requirements in SOFTWARE does not classify SOFTWARE as ‘with defect’.
13. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL RAINWORX BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF
THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR
ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE
POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT,
TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, RAINWORX'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS
AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES LICENSEE PAID TO
RAINWORX FOR THE PRODUCT GIVING RISE TO SUCH
DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.
RAINWORX IS NOT RESPONSIBLE FOR ANY LIABILITY
ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A
THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED
THROUGH SUCH CONTENT. ANY DATA INCLUDED IN A PRODUCT UPON SHIPMENT FROM RAINWORX IS FOR TESTING USE ONLY AND RAINWORX HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING
THEREFROM. THE EXTENT OF RAINWORX'S LIABILITY FOR
THE LIMITED WARRANTY SECTION SHALL BE AS SET FORTH THEREIN.
14. TERMINATION
This LICENSE shall last as long
as you use the SOFTWARE in compliance with this
LICENSE. RAINWORX may
terminate this LICENSE if you fail to comply with
any of the terms and conditions herein. In such event you agree to remove and
destroy all copies of the SOFTWARE and any
applicable source code.
RAINWORX reserves the right to
discontinue at any time any product, whether it is offered individually or as a
part of a product suite. However, RAINWORX will
fulfill any contractual obligations to provide support for discontinued products
that exist as of the date of discontinuation.
15. GOVERNING LAW
This LICENSE will be governed by
the law of the State of Vermont, U.S.A. and controlling U.S. Federal law,
without regard to the conflict of laws principles thereof. No choice of law
rules of any jurisdiction will apply. LICENSEE
hereby consents to the jurisdiction of such laws. The Uniform Computer
Information Transactions Act and the United Nations Convention on the
International Sale of Goods shall not apply to this Agreement.
16. SEVERABILITY
If any provision of this LICENSE
is to be held unenforceable, such holding will not affect the validity of the
other provisions hereof. Failure of a party to enforce any provision of this
LICENSE shall not constitute or be construed as a
waiver of such provision or of the right to enforce such provision.
17. AMENDMENTS AND MODIFICATION
This LICENSE represents the
entire understanding between the parties with respect to its subject matter.
