End User License Agreement
COMPUTER SOFTWARE LICENSING AGREEMENT
THIS AGREEMENT is entered upon purchase date, by and between Purchaser, and fdmedia.
WHEREAS, Licensor is engaged in the business of designing and developing WordPress-related software ?and related products and has created and developed a software package called EasyAzon Pro that is intended to be an intermediate between Amazon Affiliate program and the Licensor’s WordPress website and is described in greater detail in the attached Exhibit “A” (the “Software”); and
WHEREAS, Licensor and Licensee believe it is in their mutual interest and desire to enter into an agreement whereby Licensee would use Licensor’s Software on its an intermediate between Amazon Affiliate program and the Licensor’s WordPress website pursuant to the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:
- Licensor hereby grants to Licensee, for the term of this Agreement, a nonexclusive, nonassignable, right and license to use the Software as?an intermediate between Amazon Affiliate program and the Licensor’s WordPress website.
- This license is expressly limited to unlimited websites that belong to the Licensee. If the Licensee purchases the Developer Rights to EasyAzon Pro, they may in fact use it on their business client’s websites as well. In the event that Licensee purchased a multiple sites licenses and desires to use EasyAzon Pro on client’s sites, it shall notify Licensor of such fact, and pay for the additional fee for Developer Rights.
- No right or license is being conveyed to Licensee to use the Software at any other location. Licensee is prohibited from making any copies, archival or otherwise, of the Software. Licensee is further prohibited from using the Software in any manner other than as described above.
This Agreement shall be effective as of the date of execution by both parties and shall extend for the period of one?year thereafter (Initial Term). This Agreement shall be automatically renewed for additional one-year Extended Terms unless Licensee shall provide the Licensor in writing of its intention not to renew the Agreement, said notice to be provided at least 30?days prior to the expiration of the then in-effect Term.
- In consideration for the licenses granted hereunder and during the Initial Term of the Agreement and for each Extended Term, Licensee agrees to pay to Licensor the User Fee recited in Schedule A (the User Fee) in accordance with the Fee Payment Schedule recited in Schedule A.
- Licensee recognizes that the Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not, without the prior express written consent of Licensor, during the term of this Agreement and for 5?years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by Licensor concerning Products, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all reasonable precautions to preserve the confidentiality of Licensor’s Software and shall assume responsibility that its employees, sublicensees, and assignees will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement.
- Licensee shall take no steps in attempting to reverse engineer the Software.
- Licensor further represents and warrants that it has no actual knowledge that the Software infringes any valid rights of any third party.
- Licensor warrants that the Software will perform in accordance with the specifications provided by Licensor to Licensee, a copy of which will be added to this Agreement. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- In the event of a claim by Licensee under this warranty, Licensor shall have the option to either repair or replace the Software. In the event that Licensor fails to repair or replace the Software within a reasonable period, Licensee’s sole recourse shall be to terminate the Agreement and Licensor’s sole obligation shall be to return any Licensee and Installation Fees paid by Licensee. In no event shall Licensor be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Agreement.
Any improvements or modifications made by Licensor to the Software shall be promptly provided to Licensee and shall be automatically included in this Agreement.
- POSTTERMINATION RIGHTS
- Upon the expiration or termination of this Agreement, all rights granted to Licensee under this Agreement shall forthwith terminate and immediately revert to Licensor and Licensee shall discontinue all use of the Software and the like.
- Upon expiration or termination of this Agreement, Licensor may require that Licensee transmit to Licensor, at no cost, all material relating to the Software, provided, however, that Licensee shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement.
Licensor agrees to defend, indemnify, and hold Licensee, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Licensee based on a breach by Licensor of any representation and warranty made in this Agreement as well as for any third-party claim for infringement of its intellectual property rights based on Licensee’s use of the Software.
- Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service.
- Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
- JURISDICTION AND DISPUTES
- This Agreement shall be governed by the laws of Germany.
- All disputes hereunder shall be resolved in the applicable state or federal courts of Germany. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
- AGREEMENT BINDING ON SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
The license granted hereunder is personal to Licensee and may not be assigned by any act of Licensee or by operation of law unless in connection with a transfer of substantially all the assets of Licensee or with the consent of Licensor.