Software License Agreement
1. Under this Software License Agreement (the "Agreement"), Local Profy LLC (the "Vendor") grants to the user (the "Licensee"), collectively referred to as "Parties", and each individually "the Party", a nonexclusive and non-transferable license (the "License") to use LINKCHECKER PRO (the "Software").
2. "License" - the non-exclusive license (permission) to use the Copyright Object in a way and in accordance with conditions set forth herein.
3. "Copyright Object" - for the purpose of this Agreement copyright object shall include the Software, Databases, which are deemed intellectual property objects according to legislation of the USA.
4. "Software" - source, object and executable codes/modules, set of instructions in the form of words, ciphers, schemes, symbols or in any other form which are suitable for computer reading, and also computer programs, screen displays produced by the programs, application interfaces, improvements, enhancements and modifications to a pre-existing program code, and also specifications, technical specifications, comments of programmers, instructions on usage and other documentation, related to such Copyright Object.
5. Title, copyright, intellectual property-rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property-rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
6. The Software may be loaded onto no more than one server. A single copy may be made for backup purposes only.
7. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.
8. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
9. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
10. The original purchase price paid by the Licensee will constitute the license fee per one year and is the timely consideration for this Agreement.
Limitation of Liability
11. The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
12. The Vendor makes no warrants, expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
13. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
Warrants and Representations
14. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.
15. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee ("Acceptance") on payment of the License Fee.
16. The Licensee will be entitled to one year of on site support available from monday to friday from 9:00 AM to 6:00 PM EET at no additional cost.
17. The Licensee will be entitled to maintenance upgrades and bug fixes, at no additional cost, for a period of one year from the date of Acceptance.
18. The term of this Agreement will begin on Acceptance and will continue for a period of one year. At the end of the term of this Agreement the Licensee should contact Vendor to prolong support of the Software and receive the further updates.
19. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.
20. The Parties of this Agreement are released from responsibility for non-execution or improper execution of obligations in case of circumstances of force majeure, the circumstances, onset which are beyond the reasonable control of the Parties, as well as the actions of malicious programs on computers (electronic machines), power outages and others if these circumstances have affected the implementation of this Agreement and as a result of which the execution of obligations under this Agreement becomes impossible.
21. A Party that can’t fulfill its obligations under this Agreement because of force majeure circumstances shall within 3 (three) working days in writing form notify the other Party of their occurrence/termination. Such a written notification is an appropriate confirmation of the occurrence of the relevant circumstances and, furthermore, at the request of the Party of this Agreement, a document may be submitted to the competent authority whose field of activity is the establishment of the existence of the relevant circumstances. Failure to comply with any of these conditions deprives the Party the right to refer to them in the future.
22. Absence of fund for the fulfillment of obligations under the Agreement is not a matter of force majeure.
23. If these circumstances continue for more than 1 (one) month, each Party shall have the right, in the established procedure, to terminate this Agreement by written notification the other Party within 20 (twenty) days before its termination or reaching an agreement on the extension of the terms of fulfillment of obligations under the Agreement. In case of such termination of the Agreement, the Licensee will not be entitled to demand from the Vendor any compensation for any expenses or losses.
24. The Parties to this Agreement submit to the jurisdiction of the courts of the State of Delaware for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of Delaware.
25. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
26. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
27. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
28. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
29. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any part}- to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
30. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor's successors and assigns.
31. This Agreement and any issues in connection with this Agreement shall constitute Confidential Information ("Confidential Information"), except for cases specified in clause 34 hereof.
32. The Confidential Information whether disclosed orally, visually or in written form will be kept by the Parties in strict confidence and will not be disclosed by them in any way, directly or indirectly, to any person other than to their own employees or the persons directly involved by them. The Parties will take all necessary measures to ensure that the Confidential Information is not inadvertently disclosed to or obtained by third persons.
33. The Confidential Information will not at any time be used by the Licensee for any purpose other than the purpose for which it was provided.
34. Information will not be considered Confidential Information in the following cases:
34.1. to the extent such information is general public knowledge or hereafter becomes public knowledge through no act or omission on the part of the Licensee, its employees, contractors, subcontractors;
34.2. to the extent such information can be established conclusively by the Licensee to have been rightfully in its possession prior to its receipt in connection with this Agreement; or
34.3. to the extent such information is lawfully disclosed to the Licensee by a third party who did not acquire the information under an obligation of confidentiality and the Licensee is not obligated to keep such information confidential by such third party.
35. The provisions of this Article shall not apply to disclosure of the Confidential Information related to this Agreement when requested by the court or in other cases when such disclosure is required by applicable laws or regulations.
36. The Parties guarantee that they (a) have the full power and authority to execute, deliver and perform this Agreement, (b) this Agreement constitutes a legally valid and binding obligation, enforceable against it in accordance with its terms without the need for further action, (c) this Agreement does not conflict with any of the existing contracts or other obligations or any judicial decisions, and (d) they are in all other respects able to promptly and properly perform their obligations set out in this Agreement;
36. The Vendor hereby guarantees that:
36.1. it has the right to grant the non-exclusive License under this Agreement as a true legal owner of all tangible intellectual property rights to the Copyright Objects;
36.2. the Copyright Objects, to which the permission to use is granted hereunder, are in good working condition and do not infringe any existing intellectual property rights of third parties;
36.3. it shall timely inform the Licensee about any qualitative alterations (modifications) made to the Copyright Objects, as well as about their inclusion as components to other intellectual property objects.
37. The Licensee hereby guarantees that:
37.1. it will not use itself or grant to third parties the rights to use the Copyright Objects (same as those granted to the Licensee under this Agreement);
37.2. it shall inform the Vendor as soon as is practicable if it comes to its attention that there has been an infringement of the intellectual property rights in respect of the Copyright Objects, and it will take such steps as may be reasonably required by the Vendor to protect the intellectual property rights;
37.3 it will not use the Copyright Objects as components of their own intellectual property objects, as well as transfer Copyright Objects to third parties for development of new intellectual property objects.
38. All notices to the Vendor under this Agreement are to be provided at the following address:
Local Profy LLC: 3422 Old Capitol Trail, STE 700, Wilmington, DE, USA.