1. Preamble
This Agreement was, created on:
July 24th, 2016
(hereinafter: Effective Date)
governs the relationship between
The purchaser of the script
(hereinafter: Licensee)
and
Marcus Nichols
(https://scriptfodder.com/users/view/76561198000430367)
(hereinafter: Licensor).
This Agreement sets the terms, rights, restrictions and obligations on using
Overload
(hereinafter: The Software)
created and owned by Licensor, as detailed herein.
2. License Grant
Licensor hereby grants Licensee a Personal, Non-assignable & non-transferable,
Commercial, Royalty free, Including the rights to create but not distribute
derivative works, Non-exclusive license, all with accordance with the terms
set forth and other legal restrictions set forth in 3rd party software used
while running The Software.
2.1 Limited
Licensee may use The Software for the purpose of:
2.1.1 Running The Software on Licensee’s Website[s] and Server[s];
2.1.2 Publishing The Software’s output to Licensee and 3rd Parties;
2.1.3 Modify The Software to suit Licensee’s needs and specifications.
2.2 Non Assignable & Non-Transferable
Licensee may not assign or transfer his rights and duties under this
license.
2.3 Commercial, Royalty Free
Licensee may use The Software for any purpose, including paid-services,
without any royalties.
2.4 Including the Right to Create Derivative Works
Licensee may create derivative works based on The Software, including
amending The Software’s source code, modifying it, integrating it into a
larger work or removing portions of Software, as long as no distribution of
the derivative works is made.
3. Term & Termination
The Term of this license shall be until terminated. Licensor may terminate
this Agreement, including Licensee’s license in the case where Licensee:
3.1 was in breach of any of this license's terms and conditions and such
breach was not cured, immediately upon notification; or
3.2 in breach of any of the terms of clause 2 to this license; or
3.3 otherwise entered into any arrangement which caused Licensor to be unable
to enforce his rights under this License.
4. Payment
In consideration of the License granted under clause 2, Licensee shall pay
Licensor a fee, via Credit-Card, PayPal or any other mean which Licensor may
deem adequate. Failure to perform payment shall construe as material breach
of this Agreement.
5. Upgrades, Updates and Fixes
Licensor may provide Licensee, from time to time, with Upgrades, Updates or
Fixes, as detailed herein and according to his sole discretion. Licensee
hereby warrants to keep The Software up-to-date and install all relevant
updates and fixes, and may, at his sole discretion, purchase upgrades,
according to the rates set by Licensor. Licensor may provide any update or
Fix free of charge; however, nothing in this Agreement shall require Licensor
to provide Updates or Fixes.
5.1 Upgrades
For the purpose of this license, an Upgrade shall be a material amendment
in The Software, which contains new features and or major performance
improvements.
5.2 Updates
For the purpose of this license, an update shall be a minor amendment in
The Software, which may contain new features or minor improvements.
5.3 Fixes
For the purpose of this license, a fix shall be a minor amendment in The
Software, intended to remove bugs or alter minor features which impair the
The Software's functionality.
6. Support
The Software is provided under an AS-IS basis and without any support, updates
or maintenance. Nothing in this Agreement shall require Licensor to provide
Licensee with support or fixes to any bug, failure, mis-performance or other
defect in The Software, except in the case where Licensor explicitly states
that he shall provide support or fixes to any bug, failure, mis-performance or
other defect in The Software.
6.1 Bug Notification
Licensee may provide Licensor of details regarding any bug, defect or
failure in The Software promptly and with no delay from such event; Licensee
shall comply with Licensor's request for information regarding bugs, defects
or failures and furnish him with information, screenshots and try to
reproduce such bugs, defects or failures.
6.2 Feature Request
Licensee may request additional features in The Software, provided, however,
that (i) Licensee shall waive any claim or right in such feature should
feature be developed by Licensor; (ii) Licensee shall be prohibited from
developing the feature, or disclose such feature request, or feature, to
any 3rd party directly competing with Licensor or any 3rd party which may
be, following the development of such feature, in direct competition with
Licensor; (iii) Licensee warrants that feature does not infringe any 3rd
party patent, trademark, trade-secret or any other intellectual property
right; and (iv) Licensee developed, envisioned or created the feature
solely by himself.
7. Liability
To the extent permitted under Law, The Software is provided under an AS-IS
basis. Licensor shall never, and without any limit, be liable for any damage,
cost, expense or any other payment incurred by Licensee as a result of
The Software’s actions, failure, bugs and/or any other interaction between The
Software and Licensee's end-equipment, computers, other software or any 3rd
party, end-equipment, computer or services. Moreover, Licensor shall never
be liable for any defect in source code written by Licensee when relying on
The Software or using The Software’s source code.
8. Warranty
8.1 Intellectual Property
Licensor hereby warrants that The Software does not violate or infringe any
3rd party claims in regards to intellectual property, patents and/or
trademarks and that to the best of its knowledge no legal action has been
taken against it for any infringement or violation of any 3rd party
intellectual property rights.
8.2 No-Warranty
The Software is provided without any warranty; Licensor hereby disclaims
any warranty that The Software shall be error free, without defects or
code which may cause damage to Licensee’s computers or to Licensee, and
that The Software shall be functional. Licensee shall be solely liable to
any damage, defect or loss incurred as a result of operating software and
undertake the risks contained in running The Software on Licensee’s
Server[s] and Website[s].
8.3 Prior Inspection
Licensee hereby states that he inspected The Software thoroughly and found
it satisfactory and adequate to his needs, that it does not interfere with
his regular operation and that it does meet the standards and scope of his
computer systems and architecture. Licensee found that The Software
interacts with his development, website and server environment and that it
does not infringe any of End User License Agreement of any software Licensee
may use in performing his services. Licensee hereby waives any claims
regarding The Software's incompatibility, performance, results and features,
and warrants that he inspected the The Software.
9. No Refunds
Licensee warrants that he inspected The Software according to clause 7 and
that it is adequate to his needs. Accordingly, as The Software is intangible
goods, Licensee shall not be, ever, entitled to any refund, rebate,
compensation or restitution for any reason whatsoever, even if The Software
contains material flaws.
10. Indemnification
Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for
any lawsuit brought against it in regards to Licensee’s use of The Software
in means that violate, breach or otherwise circumvent this license,
Licensor's intellectual property rights or Licensor's title in The Software.
Licensor shall promptly notify Licensee in case of such legal action and
request Licensee’s consent prior to any settlement in relation to such
lawsuit or claim.
11. Governing Law, Jurisdiction
Licensee hereby agrees not to initiate class-action lawsuits against Licensor
in relation to this license and to compensate Licensor for any legal fees,
cost or attorney fees should any claim brought by Licensee against Licensor
be denied, in part or in full.