PLEASE READ THIS PROGRAM LICENSE AGREEMENT “LICENSE” CAREFULLY BEFORE DOWNLOADING THE PROGRAM.
BY DOWNLOADING THE PROGRAM, LICENSEE ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD THE PROGRAM.
THE PROGRAM IS DISTRIBUTED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGE THAT USE OF THE PROGRAM IS AT LICENSEE’S SOLE RISK.
THE PROGRAM MAY BE SUBJECT TO RESTRICTIONS AND CONTROLS IMPOSED UNDER THE EXPORT CONTROL LAWS AND REGULATIONS OF CANADA AND THE U.S.A., AND ANY AMENDMENTS THEREOF AND MAY NOT BE EXPORTED, ACQUIRED, SHIPPED, TRANSFERRED OR RE-EXPORTED, DIRECTLY OR INDIRECTLY, TO:
1. ANY COUNTRY OR REGION PROHIBITED UNDER SUCH LAWS AND REGULATIONS; OR
2. ANY END USER WHO HAS BEEN PROHIBITED FROM PARTICIPATING IN THE U.S.A. OR CANADA EXPORT TRANSACTIONS BY ANY FEDERAL AGENCY OF THE U.S. OR CANADIAN GOVERNMENT.
THIS LICENSE AGREEMENT is granted as of the 1 day of September 2007 by Developer Utility (the "Licensor") to the purchaser of the Program (as hereinafter defined) (the "Licensee").
The computer program known as the Menu Bar Xsl, and as more particularly set out in Schedule “A” attached hereto (the "Program"), is owned by Licensor. Licensee's right to use the Program is conditional upon and limited by the terms and conditions of this License agreement (the “Agreement”).
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Program Remains Licensor's Property
All right, title and interest in and to the Program, and any copies thereof, and all documentation, code and logic which describes and/or comprises the Program shall at all times and under all circumstances belong to Licensor.
Licensor grants to Licensee a revocable, personal, non-transferable, non-exclusive License without right to sub-License, unless otherwise provided for herein ("License"), to use the Program as delivered by Licensor to the Licensee.
3. Transfer of License
Single Domain version: Neither the Program nor the License nor any of the rights, duties or obligations of the Licensee under this Agreement may be rented, distributed, assigned, sub-licensed or otherwise transferred by Licensee without the prior written consent of Licensor. For clarification purposes, this version shall only be operated on one Domain (as hereinafter defined).
Multi Domain Licenses: In the event the appropriate fee is paid for this version, and except as otherwise provided in this agreement, the Licensor hereby grants to Licensee a right to distribute the Program to other parties and to sublicense to end-users copies of the object code version of the Program:
In the event of a 10 Domain version, the license granted hereunder shall permit the Program being operated on 10 domains (one or more of which is the Licensee’s).
In the event of an Enterprise Domain version, the license granted hereunder shall permit the Program being operated on an unlimited number of domains (one or more of which is the Licensee’s).
“Domain” is defined as “A domain name is a universal and unique identifier, with a unique name, associated with an entity, that makes it possible to locate a resource or document on the Internet, and that indicates how to access it, the server name and the route within the server.”
Other than as provided for in this Agreement, neither the Program nor the License nor any of the rights, duties or obligations of the Licensee under this Agreement may be rented, distributed, assigned, sub-licensed or otherwise transferred by Licensee without the prior written consent of Licensor.
4. Use of Program
Except as otherwise provided herein, Licensee shall not make telecommunications transmissions of the Program in whole or in part except with the prior written consent of Licensor. Licensee is not entitled to make copies of the Program in whole or in part in printed or machine-readable form except for backup purposes. Licensee may only carry out such modifications on the Program as authorized in writing by Licensor. All right, title and interest in and to any modifications to the Program belong to Licensor.
The Program is licenses solely on an “as is” basis without warranties or conditions of any kind, either express or implied, including, without limitation, warranties of title or implied warranties or conditions of merchantability or fitness for a particular purpose. Licensee acknowledges that use of the Program is at Licensee’s sole risk.
THE LICENSOR DISCLAIMS ALL WARRANTIES OR CONDITIONS WITH RESPECT TO THE PROGRAM, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES THAT LICENSOR IS NOT LIABLE, AMONG OTHER THINGS, IF THE PROGRAM DOES NOT MEET THE REQUIREMENTS OF LICENSEE OR IF THE PROGRAM WILL NOT OPERATE FREE OF ERRORS, UNINTERRUPTED OR IF THE PROGRAM WILL NOT FUNCTION IN LICENSEE'S HARDWARE ENVIRONMENT.
6. Limitation of Liability
THE LICENSOR'S LIABILITY FOR CLAIMS, COSTS, LOSSES, DAMAGES OF ANY KIND OR ANY OTHER CAUSE, INCLUDING BUT NOT LIMITED TO LIABILITY FOR ANY FUNDAMENTAL BREACH OF THIS AGREEMENT OR FOR PATENT OR COPYRIGHT INFRINGEMENT AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE SUM OF $10.00. IN NO EVENT WILL LICENSOR BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHICH LICENSEE MAY INCUR OR EXPERIENCE ON ACCOUNT OF ENTERING INTO OR RELYING UPON THIS LICENSE AGREEMENT OR BY THE USE OR POSSESSION OF THE PROGRAM, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. License Fee
Upon execution of this License Agreement, Licensee agrees to pay to Licensor a one time fee as set out in Schedule "B" for the License and all the rights and privileges herein contained.
Licensee shall be responsible for the payment of all taxes, levies and similar amounts that Licensee or Licensor may be required to collect or pay related to the Program and this License, and such other amounts as may be payable hereunder, or any other taxes or levies in connection with this agreement, other than any such amounts that are imposed on Licensor's income or capital.
8. Intellectual Property Rights
It is agreed that Licensor owns or has a License to all right, title and interest in the Program, and/or portions thereof, including without limitation all Intellectual Property Rights (as hereinafter defined), and no Intellectual Property Rights shall be transferred to Licensee. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trade mark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. Except as otherwise provided herein, the Licensee agrees not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Program. Licensee also agree to not remove, obscure, or alter Licensor's or any third party's copyright notice, trade marks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with the Program.
9. Use and Modifications
The Licensor does hereby authorize the Licensee to make modifications to the Program, but the Licensor will not be responsible for any Licensee modifications or the compatibility of any equipment, programs, test, diagnostic and verification routines or engineering change orders, with such modifications. Use of the modified version of the Program shall be governed by the terms of the License granted in this Agreement. The Licensor's copyright or trade secret rights will continue to exist in each Program and its notices must be preserved and incorporated.
10. Permission to Modify
The Licensee may modify any Program materials into machine-readable form or merge these materials into other program material, or both, to form an updated work for the Licensee's own use; provided that, upon discontinuance of the Program, the Program materials will be completely removed from the updated work and dealt with under this agreement as if permission to modify or merge had never been granted. Any portion of the Program materials included in an updated work will continue to be subject to all terms of this Agreement. The Licensee shall forward to the Licensor any modifications of the Program, and the right to use same.
11. No Additional Services
For clarification purposes, the Licensee agrees that there are to be no programming or any other services to be provided under this Agreement by the Licensor in relation to the Program, including, without limitation, the following, which shall not be the obligation of the Licensor:
1. any services in relation to any errors, malfunctions or defects which may arise during the term of this agreement;
2. any up-dates to the Program;
3. any training;
4. any corrections, fixes, enhancements, additions and changes to the source code, by way of delivery of new programs or by any other appropriate means together with associated documentation;
5. correction of any errors, defects and malfunctions in the Program;
12. Obligations of Licensee
In addition to its obligations set herein set out, Licensee shall:
1. comply with the terms of this Agreement;
2. take all reasonable steps necessary to protect the copyright of Licensor in the Program, including, without limitation, by reproducing all copyright notices (as such may be provided to Licensee by Licensor), in a legible and conspicuous manner, on all documentation relating to the Program;
a. take all reasonable steps necessary to deliver to Licensor promptly after they are created a copy of all modifications and corrections made to the Program.
13. Ownership of Source Code, Updates, Program and Modifications
Title to, ownership of and all rights in and to the Program shall at all times remain with Licensor. Licensee shall acquire no right or interest in all or any part of the Program, except as provided hereunder.
All ideas, concepts, methods, know-how, technology, algorithms, design features, and techniques comprising the Program shall remain the sole property of Licensor, and Licensee shall have absolutely no interest in or rights with respect thereto except as provided hereunder.
Ownership of the any modifications shall at all times remain with Licensor.
LICENSOR SHALL HAVE NO LIABILITY FOR ANY CLAIM OF COPYRIGHT OR PATENT INFRINGEMENT BASED ON THE USE OF A COMBINATION OF THE PROGRAM WITH ANY OTHER SOFTWARE OR DATA. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO THE INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE MARK, TRADE SECRET OR OTHER PROPRIETARY RIGHT BY THE PROGRAM, OR ANY PART THEREOF.
All dollar amounts in this agreement are expressed in American dollars (USD).
Neither party may assign this agreement or any of its rights hereunder, including by way of merger or amalgamation, without prior written consent of the other party.
16. Governing Law, Severability and Waiver
This agreement shall be governed by and construed in accordance with the laws in force in Canada and the Province of Ontario. If any of the provisions or portions of this agreement are invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from this agreement. No delay or failure of Licensor to exercise any right or remedy will operate as a waiver thereof.
17. Injunctive Relief
The Licensee understands and agrees that Licensor shall suffer irreparable harm in the event that Licensee breaches any of the obligations under this Agreement (the “Breach”) and that monetary damages shall be inadequate to compensate Licensor for the Breach. Accordingly, Licensee agrees that, in the event of a breach or threatened breach by Licensee of any of the provisions of this Agreement, Licensor, in addition to and not in limitation of any other rights, remedies or damages available to Licensor at law or in equity, shall be entitled to an interim injunction, interlocutory injunction and permanent injunction in order to prevent or to restrain any such breach by Licensee, or by any or all of Licensee’s partners, co-venturers, employers, employees, servants, agents, representatives and Sublicensees, and all persons directly or indirectly acting for, on behalf of, or with Licensee.
18. Entire Agreement
This agreement is the complete and exclusive statement of agreement between the parties relating to the subject-matter of this agreement and supersedes all proposals, written or oral, and all other communications between the parties relating to subject-matter of this agreement.
Description of the Program
1. Single Domain;
2. 10 Domain;
3. Enterprise Domain.
Menu Bar Xsl
A web native menu bar allowing the user to select feature and call event function.
Menu Bar Xsl
1. Single Domain $20.00 USD;
2. 10 Domain $46.00 USD;
3. Enterprise Domain $70.00 USD.