BY DOWNLOADING, INSTALLING,
ACTIVATING WITH LICENSE 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.
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., d.b.a. RainWorx
Software, ("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, and "online"
or electronic documentation (collectively referred to as "SOFTWARE").
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.
SOFTWARE PRODUCT LICENSE
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.
I. GRANT OF LICENSE
hereby grants to you, and you accept, a NON-EXCLUSIVE, NON-TRANSFERABLE, AND
NON-ASSIGNABLE LICENSE to install, copy and use the SOFTWARE only as authorized
AuctionWorx Enterprise 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 binaries) residing on a single web server.
facilitate the development process, RAINWORX allows you to deploy the SOFTWARE
on your intranet development servers and access via the IP address(es).
no limitation to the number of User accounts.
II. DESCRIPTION OF OTHER RIGHTS AND
not allowed to use the SOFTWARE as a whole, or any of its comprising elements,
as a basis for creation of another software product.
not allowed to use individually the software components comprising the
SOFTWARE, but only as an integral part of the SOFTWARE.
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.
not allowed to use, copy, modify, or merge copies of the SOFTWARE or any
accompanying documents except as permitted in this LICENSE.
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
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 of your website or business.
software vendors involved in the development, maintenance and publication of ecommerce
web applications or auction software are not allowed to use the SOFTWARE without
the express permission of RAINWORX.
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
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.
shall deliver to LICENSEE a master copy of the SOFTWARE licensed hereunder in
electronic format only. Documentation shall also be provided in electronic
format. Installation of the SOFTWARE by RAINWORX on behalf of LICENSEE
constitutes as an alternative delivery option.
IV. SOFTWARE MODIFICATIONS
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.
V. COMMUNICATION & DISCLOSURE
reserves the right to publish LICENSEE’s name 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 license key, website URL(s), site name, site title, server
IP address, machine name, processor count, and server OS version is subject to
title and copyrights in and to the SOFTWARE, the accompanying materials, 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.
VII. LICENSING DISPUTES AND TRANSFERS
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.
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.
LICENSEE submits a refund request within the “Warranty Period” as defined in
Paragraph 9 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.
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
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’.
event that RAINWORX refunds any amounts paid by LICENSEE for SOFTWARE, in
relation to Paragraph 9 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.
IX. LIMITED WARRANTY
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 LICENSE.
does not warrant the use of the SOFTWARE will be uninterrupted or error free at
all times and in all circumstances, nor that program errors will be corrected.
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 activites or any actions
in direct conflict with governing law, or (v) has been altered or modified by
any person or entity other than RAINWORX. 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 license price
for the defective SOFTWARE only. This limited warranty is only valid if RAINWORX
receives written notice of breach of warranty no later than thirty (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.
is responsible for ensuring that the SOFTWARE satisfies needed requirements,
and any absence of such requirements in SOFTWARE does not classify SOFTWARE as
X. LIMITATION OF LIABILITY
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.
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.
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.
XII. GOVERNING LAW
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.
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.
License represents the entire understanding between the parties with respect to
its subject matter.
YOU ACKNOWLEDGE THAT YOU HAVE
READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY
CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE
SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD
DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT'S TERMS AND CONDITIONS. YOU
FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN RAINWORX AND
YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND
LIABILITIES OF THE PARTIES.