EULA - End User License Agreement
License Agreement for ABK-Soft LTD. Dating Software Packages
This License Agreement (LA) is a legal agreement between you (an individual or a legal entity) and ABK-Soft Ltd. (ABK-Soft).
Company Name: ABK-Soft LTD.
Company Number: 2078427
ABK-Soft software packages include set of scripts, and may include associated media, printed materials, and "online" or electronic documentation, such as administration and installation manual and layout customization guidelines.
By purchasing, installing, copying, downloading, accessing or otherwise using ANY of the ABK-Soft software packages, you agree to be bound by the terms of this License Agreement.
Software Product License
All and any of ABK-Soft software packages are called Software Product here. The Software Product is protected by International copyright treaties, trademark laws, and other intellectual property laws and treaties. ABK-Soft retains copyright to the Software Product. The Software Product is licensed, not sold.
1. THIS LA GRANTS YOU THE FOLLOWING RIGHTS:
(a) Software Installation and Use.
ABK-Soft hereby grants you a single, non-exclusive, non-transferable license to use one copy of the Software Product in accordance with the terms and conditions of the LA. Any rights not expressly granted are reserved. This license authorizes you to install and use a single copy of the Software Product on a single domain name or IP address. If you install additional copies, even if such additional copies are located on the same domain and/or the same IP, such usage is prohibited unless additional licenses are purchased or the unlimited license. If you use Multi-Domain License, we will check if all the domains have the same WHOIS info, and this info should be the same as yours when purchasing. Multi-Domain license is used for 10 domain names; any number more than 10 requires purchasing additional licenses. If you use new domain for new language and site remains the same, than you do not have to purchase additional licenses.
(b) Source Code Usage
This license prohibits selling, licensing, giving away, or otherwise distributing the source code for any of the scripts contained in Software Product, either in full or any subpart thereof or any how modified. Nor may you use this source code, in full or any subpart thereof, as part of another program that you either sell, license, give away, or otherwise distribute via any method. You may modify the source code to customize the "look and feel" of the Software Product for your personal usage on the licensed installation only.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
This LA shall continue in full force and effect in perpetuity unless terminated earlier in accordance with this or another section of this LA. This LA will terminate automatically if you breach any provision of it. In such event, you must destroy all copies of the Software Product, and all of its component parts and cease all further use of it. You agree that ABK-Soft has the right to use any and all means necessary to enforce its rights if you are in material breach of this agreement, including but not limited to the right to repossess the software electronically by disabling it remotely over the Internet, and that termination will not entitle you to a refund of the purchase price or any other amounts paid under any circumstances whatsoever. Termination will have no effect on your obligation to safeguard and protect proprietary rights of ABK-Soft, disclaimers and warranties, the Copyright Infringement section, or the Refund Policy.
(b) Copyright Notice.
Under all circumstances, you are prohibited from removing any of the copyright notices from the software, whether contained in the program code or within the HTML pages that the program generates. You are specifically prohibited from altering or removing any of the copyright notices contained within the HTML pages generated by the program. Removal or alteration of said copyright notices by User shall constitute a material breach of this LA. You agree that if you remove copyright notice in violation of this section, ABK-Soft shall have the option of assessing a monetary penalty against you for such violation in lieu of terminating your license to use the Software Product. Exercise of this option by Software Product shall in no way authorize you to continue such violation or limit the right of Software Product to terminate your license for subsequent violations. However, you are allowed to remove visible copyright references such as links to ABK-Soft.
(c) Nondisclosure Agreement.
As additional consideration for the license granted to you under this LA you specifically agree not to disclose or divulge any information whatsoever about the Software Product or the related business practices of ABK-Soft, which constitute proprietary and confidential nature of the Software Product and the valuable trade secrets of Software Product contained therein by any means such as posting or printing any reviews, ratings, comments, articles on or within any web sites, newsgroups, chat rooms, e-mail messages, newsletters, newspapers, magazines, or any other media of any kind, whether printed, electronic, or other formats either now known or hereafter developed, or to cause or direct any other individual, company, organization, or other entity to undertake the activities outlined above, without the prior express written consent of ABK-Soft, if such reviews or comments are intended to slander ABK-Soft or to harm its reputation for failure to accede to demands or requests by you that are outside the scope of the legal rights and obligations of the parties under this license agreement. You further stipulate that in the event that you (or any other individual, company, organization, or other entity that you cause or direct to engage in the activities outlined above) post any such reviews, ratings, comments, articles, or other information about the Software Product or the related business practices of ABK-Soft constitute proprietary and confidential nature of the Software Product and the valuable trade secrets of Software Product contained therein with intend to slander ABK-Soft or to harm its reputation for failure to accede to demands or requests by you that are outside the scope of the legal rights and obligations of the parties under this license agreement, you shall be finically liable to ABK-Soft in case your participation is proven by court of competent jurisdiction. The parties understand financial liability is intended to compensate ABK-Soft for its damages and thus constitute a remedy and not a penalty. In the event that you violate this section, you hereby agree to waive all rights to any judicial appeal of this section and this determination, and you hereby stipulate that a court of competent jurisdiction shall enter judgment against you in the relevant amounts. You further acknowledge and agree that this section shall in no way infringe upon the rights of ABK-Soft to pursue other legal remedies against you or to collect other damages for additional causes of action, including but not limited to libel, defamation, tortuous interference with business, fraud, theft, copyright infringement, trademark infringement, or other legal causes of action, and that this section shall be applicable and enforceable regardless of whether ABK-Soft pursues any other such legal remedies, and regardless of the outcome of any such actions.
(d) Enforcement Costs.
In the event that your breach of any provision of this LA is proved by a court of competent jurisdiction, you agree that you shall reimburse ABK-Soft for all expenses related to the enforcement by ABK-Soft of its legal rights under this agreement, including but not limited to its attorneys' fees, court costs, administrative fees, and all other relevant costs, fees, and expenses incurred by ABK-Soft that are associated with enforcing its legal rights under this Agreement.
(e) Third Parties.
Any third party or subsequent entity that purchases, installs, copies, downloads, accesses or otherwise uses the Software Product, as well as any third party or subsequent entity that views, copies, creates derivative works from, appropriates, or otherwise alters all or any part of the source code, whether on not such actions were performed legally and in accordance with the terms of this LA, shall be bound by the terms of this LA, as amended from time to time by ABK-Soft and posted online by ABK-Soft at its web sites. Performing any of the actions enumerated above shall constitute constructive agreement to be bound by the terms of this LA.
(f) Copyright Infringement.
For the purposes of this LA, copyright infringement includes the acts of selling, licensing, giving away, or otherwise distributing all or any part of the source code contained in this Software Product, or using all or any part of the source code to create derivative works. Copyright infringement for purposes of this LA shall also include using all or any part of the source code of the Software Product as part of another program that you or any subsequent party either sells, licenses, gives away, or otherwise distributes via any method. Copyright infringement under this LA shall also include the act of appropriating any of the concepts, techniques, programming methods, or algorithms contained in the source code for the Software Product if the infringing party viewed or otherwise had access to the source code in any way, even if the source code of the infringing product has been modified or obfuscated so as to appear different from the source code of the Software Product. Access to the source code of the Software Product by the infringing party shall constitute proof of copyright infringement under this LA if any of the other conditions above have been satisfied.
You agree that, in order to maintain your ongoing license to use the Software Product, ABK-Soft shall have the right to post reasonable amendments to this LA online from time to time at its web sites, and that you shall be bound by such amendments. Such amendments must be designed to protect the intellectual property rights of ABK-Soft in the Software Product and may not impose additional or ongoing fees for using the Software Product other than those that you agreed to or that were in effect at the time that you licensed the Software Product. You agree that it shall be your responsibility to monitor the license agreement posted online and ensure ongoing compliance with its terms. If you disagree with any amendments posted under this section, your sole recourse shall be to terminate this license and your usage of the Software Product.
You agree to indemnify ABK-Soft and to hold it harmless against all losses sustained by any third parties as a result of the terms of this LA, including but not limited to the right of ABK-Soft to terminate this license under the provisions of section 2(d) above. You agree that You, and not ABK-Soft, shall be responsible for reimbursing all third parties against any such losses. Such third parties may include your web hosting company, your ISP, your customers, your business partners, or any other party that is harmed in any way during the course of ABK-Soft' enforcement of its rights under this LA.
Unless you submit to ABK-Soft a signed and written request that your company and/or your web site not be used for marketing purposes, you hereby grant to ABK-Soft the right to mention your company and/or your web site as a customer site in its marketing materials, such as on ABK-Soft web sites, in product brochures, or in other media. Such usage may include listing your web site, linking to your web site, and/or displaying your company's logo as part of such listings or links.
If the Software Product is an upgrade of a component of a package of software programs that you were granted a license for as a single product, the Software Product may be used and transferred only as part of that single product package and may not be separated for use on more than one computer, web server, or web site. You may use a single copy of the complete, upgraded Software Product on a single domain name or IP. You may not continue to use the original Software Product if you accept and use the upgraded Software Product.
ABK-Soft provides upgrades for the Software Product. ABK-Soft determines time frame of Software Product upgrades provision and in accordance with delivery terms. You may choose to upgrade Software Product or not to. ABK-Soft provides upgrades to licensed Software Product copy only and technically compatible with default Software Product copy. Upgrades may not be technically compatible with modified copy of Software Product. New version of Software Product is provided for licensed Software Product copy only and may be technically incompatible with older version.
ABK-Soft provides upgrades both within version or next version for the Software Product for free only after 1 month or more after the purchase. If the customer wants to upgrade the software within the timeframe less than 1 month after the purchase, fees may be applied.
Except as noted below, all title and intellectual property rights in and to the Software Product (including but not limited to any source code, images, photographs, animations, and text incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product, are owned by ABK-Soft. You may not copy the printed materials accompanying the Software Product. Any customization, translation, modification, or revision of the source code of the Software Product does not contain right to selling, licensing, giving away, or otherwise distributing such source code either in full or any subpart thereof. The creation of derivative works based on or through the use of the source code of the Software Product is prohibited. All title and intellectual property rights in and to the content which may be accessed through use of the Software Product is the property of the respective content owner. This LA grants you no rights to use such content. All rights not expressly granted under this LA are reserved by ABK-Soft.
(b) Your Responsibilities.
You agree to use due diligence to safeguard and protect the Software Product and all source code as the valuable trade secret and exclusive property of ABK-Soft. You will at all times use due diligence to safeguard and protect all such confidential and proprietary information pertaining to the Software Product. You will ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the Software Product remain intact and clearly legible. You specifically agree to indemnify ABK-Soft for all losses that it may incur due to the theft of all or any part of the source code of the Software Product while in your possession.
5. PRODUCT SUPPORT.
ABK-Soft provides support and technical assistance for all licensed copies of the Software Product. ABK-Soft reserves the right to determine time frame and amount of assistance provided. Abnormal support issues may incur additional service fees.
6. PRICE PAYMENT.
You agree to pay ABK-Soft the applicable license fee determined by reference to ABK-Soft' published prices at the time the Software Product was ordered. Payment of the license fee entitles you to use the licensed program in accordance with this LA during the stated term. If the license fee is based on usage, then you will maintain any necessary usage records for calculating fees according to the documentation.
Unless otherwise stated on ABK-Soft' invoice, the applicable fees are payable by you at full amount upfront. Software Product will be delivered to you as download link, e-mail attachments or via other Internet means after your payment is approved by payment processing company.
7. CONFLICT OF LAW PROVISIONS
This License Agreement is governed by the laws of Russia. As additional consideration for the license granted to you in this LA, you agree that all disputes regarding this contract shall be governed solely and exclusively by the laws of Russia, and that the agreement shall be deemed to have been made in Russia. You further agree that any action relating to the terms and provisions of this LA shall be commenced in Russia in any court of competent jurisdiction. In addition, by licensing the Software Product under this LA, you represent and warrant that you are legally authorized to and hereby do waive all claims to legal rights or protections under the laws of your state or country of domicile, or the laws of any other state or country other than Russia, including but not limited to any applicable "consumer protection" laws, and to subject yourself under this LA to the laws of Russia. Since this representation on your part is an essential element of the consideration necessary for ABK-Soft to license the Software Product to you, should this representation prove to be incorrect, you hereby agree to reimburse ABK-Soft for all losses incurred by ABK-Soft as a result of this misrepresentation and for all expenses related to the enforcement by ABK-Soft of its legal rights under this agreement, including but not limited to its attorneys' fees, court costs, administrative fees, and all other costs, fees, and expenses incurred by ABK-Soft that are associated with enforcing its legal rights under this Agreement.
This representation on your part, and the contractual provisions governing your breach of this representation, are basic contract provisions that are valid and enforceable under international treaties governing the law of contracts, as well as other laws and treaties.
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. ABK-Soft does not warrant that the functions of the Software Product will meet your requirements or that operation of the Software Product will be uninterrupted or error free. You assume all responsibility for selecting the Software Product to achieve your intended results, and for the use and results obtained from the Software Product. ABK-Soft is not responsible if the Software Product does not operate on your server or computer. Should the Program prove defective, you and not ABK-Soft assume the entire risk of using the program and the entire cost of any service and repair. Failure to install the program is not a valid reason for requesting a refund of the purchase price. This disclaimer of warranty constitutes an essential part of this agreement.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES.
To the maximum extent permitted by applicable law, in no event shall ABK-Soft be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if ABK-Soft has been advised of the possibility of such damages. In any case, ABK-Soft' entire liability under any provision of this agreement shall be limited to the amount actually paid by you for the Software Product.
THE Software Product 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. BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT THERE SHALL BE ABSOLUTELY NO REFUNDS FOR ANY REASON WHATSOEVER, INCLUDING FAILURE TO INSTALL THE PROGRAM, A CHANGE IN MARKET CONDITIONS, A CHANGE IN BUSINESS OR WEB SITE STRATEGY, A CLAIM THAT THE PRODUCT DOES NOT SUIT YOUR NEEDS OR IS NOT WHAT YOU EXPECTED, MODIFICATIONS OF THE SOURCE CODE IMPLEMENTED BY THE USER THAT ALTER THE FUNCTIONALITY OF THE Software Product OR THAT ARE NOT IN ACCORDANCE WITH THE DOCUMENTATION ACCOMPANYING THE SOFTWARE PRODUCT, THE UNAVAILABILITY OF ABK-Soft FOR CUSTOMIZATIONS TO THE SOFTWARE PRODUCT, OR FOR ANY OTHER REASON.
BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED DUE DILIGENCE IN ASCERTAINING THAT THE Software Product WILL RUN ON YOUR WEB SERVER AND THAT IT WILL MEET YOUR NEEDS.
Software Product IS CONSIDERED AS delivered ONLY AFTER YOUR PAYMENT IS APPROVED BY PAYMENT PROCESSING COMPANY AND Software Product IS DELIVERED TO YOU AS DOWNLOAD LINK, EMAIL ATTACHMENT OR OTHER INTERNET MEANS. ONCE PRODUCT IS delivered YOU MAY NOT CLAIM ANY REFUND. IN CASE YOU CANCEL YOUR ORDER PRIOR TO DELIVERY YOU MAY CLAIM REFUND, HOWEVER PROCESSING FEES MAY APPLY.
This document constitutes the entire and exclusive 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.