End User License Agreement for Software by WorksForWeb
Effective from 15 December 2009, amended 8 April 2011
This End User License Agreement, further referred to as "EULA", is a legal contract between WorksForWeb, further referred to also as "the Owner", "the company", "we", "us" and ""our"; and you as the End User, further referred to also as "the User", “the End User”, "you", "your", "yours"; that outlines the terms and conditions of your use of iAuto/ iRealty/ iLister Software (further referred to as "the Software'), and any components, addons, modules, updates, upgrades, modifications, and other derivatives thereof.
For the sake of this contract, the following definitions of some of the commonly used terms shall be used to interpret terms and conditions thereof:
Addon (also add-on, add on) – a combination of code, files, functions, documentation, databases, and other electronic media developed to operate together with the Software, providing additional capabilities or functionality to the default Software package.
Agreement (also EULA, the EULA, the End User License Agreement, agreement) – this document.
Bug – an error, flaw, mistake, failure, or fault in the Software or the website it generates that produces an incorrect or unexpected result, or causes it to behave in unintended ways.
Bug fix - a revised code that corrects a bug in the Software.
Default functionality – a default state and composition of code and files, database entries, and other configurations that is distributed by the Owner.
Module – a separate, interchangeable Software component that accomplishes one or more functions and contains everything necessary to accomplish such functions.
Modification – a process of, and a result of, modifying the Software to introduce new function(s) or change the way existing function(s) operate.
Party (also the Party, the Parties) – the Owner and the User as defined in the Preamble hereto.
Software – a combination of code, files, functions, documentation, databases, and other electronic media provided which form and serve as parts of, the Software.
Software License (also "the License") – a memorandum of contract between the Owner and the User of the Software that specifies the perimeters of the permission granted by the Owner to the User in accordance with the Agreement.
Software Instance - a unique installation of the software on a system capable of running it, whether used for production purposes, or for testing.
Software Package – a combination of code, files, functions, documentation, databases, and other electronic media packaged and distributed together.
Third Party Components (also "3rd Party Components") - components developed, licensed and distributed by parties other than the Owner.
Third Party Services (also “3rd Party Services”) – services provided by any third party other than the Owner, which are directly or indirectly used in, by, and with the Software, or otherwise connected to, integrated with, linked to, from, and with, being a source of, or otherwise interfaced with the Software.
Terms of Sale - specific terms and conditions of sale describing any product components, offers, limitations, and services included/not included as part of the Software.
Update – a result, or a process of modifying the Software.
Upgrade – a process for adding new, or modifying the existing, code, functionality, or both to obtain new capabilities, or improve existing functionality, or introduce new or modified features to the Software, or change the terms and conditions of use of the Software.
The Software is owned solely by the Owner, with the exception of third party components and third party services that are licensed, distributed, and owned by their respective owners. The ownership of the Software remains with the Owner at all times, with no exceptions. The Owner hereby grants you, the User, a perpetual, or time-limited, as specified by the terms of sale for your copy of the Software, non-exclusive right of use of the Software and the website it generates, for lawful commercial or non-commercial activities for as long as you agree to, and comply with, all terms and conditions hereof. Any breach of terms and conditions hereof shall result in termination of your license (see Termination).
Third Party Components and Services
The Software includes components, services, and elements thereof, which are copyrighted, owned, and distributed by the relevant third party developers and/or owners under licenses different from the EULA. Please consult the relevant owners or other parties related to such components, services, and elements thereof, for their respective terms and conditions of use, license agreements, and any other provisions that may govern the use of such components, services, and elements thereof, in conjunction with the Software.
We have tested the above third party components, services, and elements thereof, and to the best of our knowledge, we ascertain the compatibility of such components, services, and elements thereof. Further, in the event of any changes by or of any third party component, service, or element thereof, or terms and conditions of their use, including, but not limited, to the use with the Software, any modification or other alterations that shall render such component, service, or element thereof incompatible with the Software, the Owner shall make a reasonable effort to restore compatibility with the Software, or in the event such restoration efforts shall prove unreasonable or for any other reason, disable such component, service, or element thereof. At no time shall the Owner be held responsible, or liable, either directly or indirectly, for the operation of such third party elements, components, or services, whether being part of the Software, linked to, or otherwise connected to, or have any type of common interface with the Software.
The User has the right to modify such third party components in accordance with, and to the extent permissible by the terms and conditions of their respective licenses, however, the Owner provides no explicit or implied warranties regarding the compatibility of such altered components with the Software, and provides no explicit or implied warranty regarding the functioning of the Software as a direct or indirect result of such changes.
Grant Of License
The User License grants the User the following rights:
Installation And Use
The User has the right to install and use only ONE instance of the Software, and/or any component, addon thereto, per a single license. As an existing customer, you may request an additional temporary developer license for the Software valid for a predefined period, and we may, but are not required to, grant such a developer license strictly for development or testing purposes. No more than one copy of the same website shall run under a single license. You shall make every reasonable effort to restrict access of the public to your development website running on the developer license. Only one instance of the Software per License may be operational at any given time in any given location.
You will need additional license(s) to run the Software on subdomain(s) of the existing domain(s), for which you have received a valid license from the Owner, or on any other domain(s) and/or IP and Web addresses, unless the default software functionality and the terms of sale explicitly permit otherwise. If you wish to use additional instances of the Software, or display the Software via other domains or addresses, you will have to purchase additional licenses.
The User has the right to keep ONE backup copy of the Software. However, this backup copy must not be used as a working copy, i.e. must not be installed or/and configured to be able to service user requests from regular website visitors.
The User has the right to request and receive technical support, whether free or paid, if the technical support option is included in the terms of sale for the product edition. The Owner at its own discretion may provide additional technical support if deemed appropriate.
Safeguarding the Software
You acknowledge and agree that the structure, sequence, and organization of the Software (including, but not limited to any technical configurations, technical data, images, photographs, animations, video, audio, music, and text) are proprietary to, and are valuable trade secrets of the Owner and its licensors. You agree to use due diligence to safeguard and protect the Software and all source code of the Software as valuable trade secrets and exclusive property of the Owner. You specifically agree to indemnify the Owner for all losses that may incur due to or as a result of, theft of all or any part of the source code of the Software while in your possession.
Marks and Notices
The Software and its entire code are protected by international copyright protection treaties, copyright and intellectual property law. Any breach of the copyright and intellectual property law in regards to the Software shall be prosecuted in accordance with civil and/or criminal laws of the appropriate jurisdiction(s).
You must not remove or alter the "Powered by" and any other copyright notices on the Software without the explicit consent of the Owner, unless otherwise is explicitly allowed by the terms of sale pertaining to your purchase.
You agree to ensure that all marks, copyright notices, and/or legends pertaining to the origin, identity or ownership of the Software, remain intact and clearly legible in the software source code. Further, such marks, copyright notices, and/or legends shall remain intact, visible, and easily readable on each page generated by the software source code. You shall make no attempt to reduce the visibility of such marks, notices and legends by altering their color(s), style(s) or otherwise making them less visible or invisible.
Depending on the product edition, the Owner requires you to maintain some or all such marks, notices or legends on the front-end portion of the website generated by the Software. The Owner may, at the Owner's discretion, grant or deny the right to modify such marks and notices.
The User may purchase the option to modify or remove such marks, notices or legends from the templates and the frond-end interface components. However, the php source code must have all such marks, notices, or legends intact.
Link to Installation Domain
You agree to provide the Owner with the valid URL of the intended installation location of the software. You further agree to keep the Owner informed of alternate URLs in the event you change the domain name under which the Software is installed. Failure to comply with the requirement to keep the Owner informed of the installation URL will result in breach of this EULA and in the subsequent revocation of the License by the Owner.
Other Rights and Limitations
Limitation of Distribution
The License explicitly prohibits the User from the following:
1. Copying, selling, re-distributing the code in any way, whether electronically or otherwise, making public, giving away or otherwise disseminating the Software or any part thereof, distributed under the License.
2. Using any part or component, whether modified or not, of the Software distributed under the License as part of other software or standalone.
Notwithstanding the above, you are allowed to purchase the Software on the name of your customer, which shall act as the End User of the Software. In this case, your customer shall assume all rights and responsibilities arising out of the EULA. You may choose to provide the Owner with a written statement of transfer of the License to the End User, duly signed by both you and the End User. Such written statement of the transfer of the License shall relieve you of all responsibilities arising out of the EULA and shall bestow such responsibilities onto the End User.
References for Marketing Purposes
You hereby grant the Owner the right to mention your company and/or your website as a customer website in some or all Owner’s marketing materials, including, but not limited to the Owner's websites and/or third party websites, brochures, leaflets, emails, articles, blog entries, case studies, interviews, press releases in any media format, whether electronic or printed. Such use may include listing your website, linking to your website, and/or displaying your company's logo as part of such listings or links.
You may request in writing that the Owner shall not disclose marketing information about your company’s website and/or your project based on the Software, in which case the Owner shall review the proposed request and provide a written response to such request. In the event of the agreement existing that forbids disclosure of the marketing information about your company’s website and/or project based on the Software, the Owner shall reserve the right to use certain non-specific information that does not contain any data or details that shall positively identify you, your company, or your project. Such non-disclosure arrangements are subject to a separate agreement.
Right to Transfer
This License is non-transferable. You may not re-sell or re-distribute the Software, or any part thereof, in any way without the Owner's prior written consent and approval. In the event such written consent and/or approval is granted, you may transfer the Software to a third party provided that you assign all of your rights under this License to this third person, cease using the Software, erase or destroy any copy made by or for you, and provide written evidence that such third party agrees to, accepts, and becomes bound by the terms and conditions of this EULA.
Disclaimer of Warranty
THIS SOFTWARE AND THE ACCOMPANYING FILES ARE LICENSED TO YOU "AS IS" AND WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Owner does not warrant that the functions of the Software will meet your requirements or that operation of the Software will be uninterrupted or error free. You assume all responsibility for selecting the Software to achieve your intended results, and for the use and results obtained from the Software. The Owner is not responsible if the Software does not operate on your server or computer due to configuration of hardware or software.
You agree to carefully review hardware and software requirements for operating the Software, as well as to request the Owner's assistance to review and resolve, if possible, any non-compatibility issues with such hardware or software with the Software prior to purchase. The Owner bears no responsibility in the event the Software has been altered in any way, or for any failure that arises out of use of the Software with other than a recommended hardware configuration, platform or operating system.This disclaimer of warranty constitutes an essential part of this agreement.
Limitation of Liability
Under no circumstances and under no legal theory, tort, breach of contract or warranty or otherwise, shall the Owner be liable to the User or any other party for any indirect, special, punitive, incidental, or consequential damages of any character including, without limitation, damages for work stoppage, computer failure or loss of revenues, profits, goodwill, use, data or other intangible or economic losses. In no event will the Owner be liable for any damages in excess of the amount actually paid for the Software License, even if you or any other party shall have informed the Owner of the possibility of such damages, or for any claim and even if a remedy set forth herein is found to have failed of its essential purpose. No claim, regardless of form, may be made or action brought by the User more than one year after the basis for the claim becomes known to the party asserting it.
The Owner provides certain amount of free or paid technical support for certain editions of the Software based on the terms of sale. The support period starts upon the delivery of the Software to the User and ends at the end of the period identified in the terms of sale for each edition. During the support period, the Owner will render support services to the User on the 24-hour response time basis during the Owner’s working hours and work days, excluding public holidays and weekends.
After the completion of the free technical support period, support services may be rendered on "as time/workload allows" basis. In addition, the User has an option to procure additional support services for an additional fee after the free technical support period has expired.
Refund/ Return/ Exchange Policy
By purchasing or using the Software, you acknowledge that you have exercised due diligence in ascertaining that the Software shall run on your intended hosting environment. It is your responsibility to ascertain and receive all required assurances from your hosting service provider that your hosting service provider offers all required extensions, configurations, and capabilities to fully support the Software's operation in its default configuration. The Owner may, but is not required to, provide assistance in fine-tuning, configuring, or otherwise altering your hosting environment. Further, the Owner shall not be liable for any costs, payments, charges, or fees borne by you or any third party to ensure that your hosting environment is compatible with the Software. At no time shall the inability to run the Software on any particular server environment for any reasons whatsoever be considered as the grounds, or reason for, a refund for, and/or return of, the Software.
You further acknowledge that the Software's functions and capabilities meet your specific business requirements, needs, and expectations. You acknowledge and ascertain that you have reviewed the Software's operation on the demo and/or trial websites based on the Software, and made use of free demo installation on your and/or the Owner’s server if required to test the software. Any additional functions, addons, modules, or customizations of the default functionality, can be purchased separately.
The Owner provides refunds/returns/exchanges strictly based on the version of the terms of sale for each of the software editions active on the moment of purchase. For editions that contain no refund/return/exchange options in the terms of sale, all sales are final. Executing a forced refund, or charge back of funds by the End User in violation of the refund/return/exchange policy is considered an act of payment fraud and an unlawful breach of EULA. Such breach shall be prosecuted to the maximum extent allowable by law, both civil and criminal, and the Owner shall make every legal to recover all costs, expenses, and payments, which include, but are not limited to, any legal fees required to reverse the unlawful transaction and recover the payment.
For the editions of Software that contain a refund/return/exchange provision in the terms of sale, and/or in the Software package, the User has the right to request a refund/return/exchange within the timeframe specified in, and in strict accordance with, the Terms of Sale, and/or this EULA. To claim the refund/return/exchange, the User agrees to provide a written statement detailing the reason(s) of the refund/return/exchange requested. Prior to executing a refund/return/exchange, the Owner may offer the User to resolve the issue(s) that have caused the User to request the refund/return/exchange, or may issue the refund. In the latter case, banking and/or processing fees for the transaction shall apply and shall be deducted from the amount to be refunded.
The Owner may also issue a refund/return to the User as the Owner's initiative. In the event such a refund/return is issued, your License is terminated and you agree to destroy all copies of the Software and all installations of the Software (see Termination below).
Delivery and Distribution Policy
The Software is distributed in one of the following ways:
1. Email attachment. In this case, all of the Software's files will be packed into an electronic archive and attached to the electronic mail message sent to the electronic mail address designated by the User. The Software is considered delivered at the moment when the message containing the Software archive has left the Owner's mail server.
2. Downloadable package. In regards to a downloadable package, the Owner provides the User with a link to a location containing the electronic archive with the Software. The Software is considered delivered when such link is provided to the User.
3. Installation. In case of installation, the User agrees to provide the Owner with all information and temporary access rights required for the Owner to successfully and completely install the Software on User's server. The Software is considered delivered once the installation is successfully completed. The User shall ensure full compatibility of the hosting environment with the Software requirements prior to the installation.
You may choose any of the above delivery options and notify the Owner of your preferred delivery option, if any. All delivery options are available after the payment for the Software is approved by the Owner. The Owner shall make every reasonable effort to ensure uninterrupted access to the Software packages for the Owner’s customers, and shall use other means of delivery, should you have difficulties with any particular delivery option listed above. In case of inability to deliver the Software to you for any technical reason or otherwise, the Owner shall make every effort to refund the transaction.
Any of the parties hereto is not liable for failure to perform obligations arising out of the End User License Agreement in the event such failure is a result of Acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, telephone or Internet service. Failure to perform obligations under the EULA arising out of Force Majeure circumstances cannot be used as a reason for termination of the Agreement based on the Termination clause hereof below.
In the event that any Party hereto uses Force Majeure as a reason for failure to perform the Party's obligation, then the nonperforming Party must prove that the nonperforming Party took reasonable steps to minimize delay or damages caused by foreseeable events, that the Party substantially fulfilled all non-excused obligations, and that the other Party was timely notified of the likelihood or actual occurrence of a Force Majeure event.
The Owner reserves the right to update the EULA from time to time for various purposes. Such purposes include, but are not limited to, legal, regulatory, or operational reasons. The updates may be either planned or special. A planned update is an update to the EULA, which is related to the changes in the Software configuration or composition, products or services associated with, or supplied with the Software, or changes in the terms or levels of service that are provided with the Software. Such planned update to EULA comes in effect at the same time when a software release, or release of updates, upgrades, and bug fixes containing such planned update, is announced on the Owner’s website. A special update is an update to the EULA, which is not necessarily related to any particular software release, or release of any updates, upgrades, and bug fixes, and which comes in effect on a specific date communicated at a minimum via our website, http://www.worksforweb.com.
Any updated version of the EULA shall be posted on our website(s), and shall also be included in the Software default package, or update package, or bug fix package of the release for which the update of the EULA is announced. Any previous copies of EULA shall be made available by the Owner on request. If you do not wish to accept the updated EULA, you should not apply the upgrade, update, or bug fix, or any part thereof, that include the planned updated EULA, or discontinue the use of the Software. If you continue to use the Software after applying any modifications that come with the updated EULA, your use of the Software shall be indicative of your acceptance of such updated EULA. You shall be bound by the new terms and conditions of the EULA.
You can terminate the Agreement at any time voluntarily by effectively ceasing to use the Software, deleting any and all copies of the Software, as well as installation thereof. Voluntary termination shall at no time constitute the grounds and/or the reason for refund of the amount paid for the Software, and/or any other amount(s) paid for services and/or other products. All refunds, returns, and exchanges, notwithstanding the reasons, are governed by the Refund / Return / Exchange Policy above, as well as the terms of sale.
The Owner reserves the right to terminate your license if you fail to comply with any of the terms of this EULA and/or the terms of sale pertaining to your purchase. The Owner shall issue a written notice of non-compliance with EULA and shall deliver such written notice using the contact information collected when you place your order, or any other contact information at the Owner’s possession. The written notice of non-compliance with EULA shall detail the nature of non-compliance, as well as provide instructions on remedying such non-compliance. Your failure to restore compliance with EULA within the reasonable time indicated in the notice of non-compliance shall serve as a probable cause for termination of the license. The Owner shall furnish a license termination notice, upon the receipt of which you shall cease to use the Software, and shall destroy any and all copies of the Software and the installation thereof.
Entire Agreement, Severability
This document constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral. Any provision found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.