END-USER LICENSE AGREEMENT
(last updated May 19, 2012)
This License agreement (“LICENSE”) is a legal agreement between you either an individual or a single entity, also referred to as “LICENSEE”, “YOU”), the original purchaser and First Floor Software (“FIRST FLOOR SOFTWARE”). The LICENSE governs the use of the software product(s) enclosed or otherwise accompanied herewith (individually and collectively, the “SOFTWARE”). The term “SOFTWARE” includes computer software (including online and electronic documentation), any associated media and anything in any form whatsoever intended to be used with the software.
By installing, copying, downloading, accessing, or otherwise using the SOFTWARE,you agree to be bound by the terms of this LICENSE. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOFTWARE.
FIRST FLOOR SOFTWARE is only willing to grant you this LICENSE if you obtained the SOFTWARE from FIRST FLOOR SOFTWARE or a FIRST FLOOR SOFTWARE authorized reseller. If you obtained the SOFTWARE from any other source you may not install or use the SOFTWARE.
Any earlier LICENSE we may have granted to you for the use of earlier versions of the SOFTWARE is replaced by this LICENSE.
SOFTWARE PRODUCT LICENSE
The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties and contains confidential information and trade secrets. FIRST FLOOR SOFTWARE retains all rights not expressly granted to you in this LICENSE.
I. GRANT OF LICENSE
FIRST FLOOR SOFTWARE hereby grants to you, and you accept, a non-exclusive license to install, copy and use the SOFTWARE only as authorized below.
- FREE - UNREGISTERED LICENSE
LICENSEE has the right to install the SOFTWARE on any number of computers and LICENSEE may use the software for personal and/or commercial use.
The FREE - UNREGISTERED LICENSE has a limited number of features enabled.
- EVALUATION LICENSE
If the downloaded SOFTWARE is designated as an Evaluation Release (“EVALUATION RELEASE”), the LICENSEE is granted a license for a limited period (“EVALUATION PERIOD”) for evaluation purposes only. You are authorized to install, copy, and use the SOFTWARE for the sole purpose of testing its functionality. After the EVALUATION PERIOD, the LICENSEE must either:
(1) Continue using the SOFTWARE under the FREE - UNREGISTERED LICENSE. (2) Delete the SOFTWARE and all related files from ALL computers onto which it was installed or copied, or (3) Contact FIRST FLOOR SOFTWARE or one of its authorized resellers to purchase the SOFTWARE.
The LICENSEE may use the EVALUATION RELEASE of the SOFTWARE for evaluation purposes only.
- PERSONAL LICENSE
You are granted one (1) personal, non-transferable, non-exclusive license to use copies of the SOFTWARE and install such SOFTWARE on your machine(s) for your single concurrent internal use. Use of the SOFTWARE by other individuals is permitted only if said other individual has been licensed to use the SOFTWARE.
- PROFESSIONAL LICENSE
You are granted a non-exclusive license to use copies of the SOFTWARE and install such SOFTWARE on your machine(s). The number of individuals permitted to use the SOFTWARE is limited to the number of purchased licenses. A single license allows for use by a single individual and can be transferred from one individual to another. Use of the SOFTWARE by other individuals is permitted only if said other individual has been licensed to use the SOFTWARE.
II. LICENSE LIMITATIONS
At no time may the SOFTWARE be used by individuals other than the licensed developer(s).
You are not allowed to resell, transfer, rent, lease, or sublicense the SOFTWARE and your associated rights.
You may not use the FIRST FLOOR SOFTWARE product names, logos or trademarks to market your software.
You are not allowed to reverse engineer or to disassemble, decompile or “unlock”, decode or otherwise reverse translate or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the SOFTWARE provided in object code form only, subject to applicable law to the contrary.
You are not allowed to use, copy, modify, or merge copies of the SOFTWARE or any accompanying documents except as permitted in this LICENSE.
As a condition to the exercise or your redistribution rights, you agree to indemnify, hold harmless, and defend FIRST FLOOR SOFTWARE and its resellers from and against any and all claims or lawsuits including attorney’s fees that arise or result from the use or distribution of your software.
FIRST FLOOR SOFTWARE shall deliver to LICENSEE a master copy of the SOFTWARE licensed hereunder in electronic format only. Documentation shall also be provided in electronic format.
If you have purchased a “PERSONAL LICENSE” or a “PROFESSIONAL LICENSE” you are entitled to receive all updates for the SOFTWARE for a period of 1 (one) year.
FIRST FLOOR SOFTWARE is not required under this LICENSE to provide any updates, or upgrades to the SOFTWARE.
This LICENSE shall last as long as you use the SOFTWARE in compliance with this LICENSE. FIRST FLOOR SOFTWARE may terminate this LICENSE if you fail to comply with any of the terms and conditions herein. In such event you agree to remove and destroy all copies of the SOFTWARE.
FIRST FLOOR SOFTWARE reserves the right to discontinue at any time any product, whether it is offered individually or as a part of a product suite. However, FIRST FLOOR SOFTWARE will fulfill any contractual obligations to provide support for discontinued products that exist as of the date of discontinuation.
All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, and any trademarks or service marks of FIRST FLOOR SOFTWARE are owned by FIRST FLOOR SOFTWARE or its licensors unless explicitly stated otherwise. All title and intellectual property rights in and to the content that may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This LICENSE grants you no rights to use such content.
VII. LIMITED WARRANTY
FIRST FLOOR SOFTWARE does not warrant the use of the SOFTWARE will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) LICENSEE’s failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the SOFTWARE by any person or entity other than FIRST FLOOR SOFTWARE. In the event of a breach of warranty, LICENSEE’s sole and exclusive remedy, is repair of all or any portion of the SOFTWARE. If such remedy fails of its essential purpose, LICENSEE’s sole remedy and FIRST FLOOR SOFTWARE’s maximum liability shall be a refund of the paid purchase price for the defective SOFTWARE only. This limited warranty is only valid if FIRST FLOOR SOFTWARE receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS LICENSE, FIRST FLOOR SOFTWARE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
VIII. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FIRST FLOOR SOFTWARE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, FIRST FLOOR SOFTWARE’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES LICENSEE PAID TO FIRST FLOOR SOFTWARE FOR THE SOFTWARE GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. FIRST FLOOR SOFTWARE IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. ANY DATA INCLUDED IN A PRODUCT UPON SHIPMENT FROM FIRST FLOOR SOFTWARE IS FOR TESTING USE ONLY AND FIRST FLOOR SOFTWARE HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM. THE EXTENT OF FIRST FLOOR SOFTWARE’S LIABILITY FOR THE LIMITED WARRANTY SECTION SHALL BE AS SET FORTH THEREIN.
This LICENSE will be governed by and construed in accordance with the laws of The Netherlands, as applied to agreements entered into and to be performed entirely within the Netherlands between Dutch residents. This LICENSE shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This LICENSE represents the entire understanding between the parties with respect to its subject matter.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN FIRST FLOOR SOFTWARE AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.