This license agreement (hereinafter referred to as the “Agreement”) constitutes a contract between Letrium LTD. (hereinafter referred to as the “Letrium”), and you (hereinafter referred to as the “Customer”).
You represent and warrant that you have full power, capacity, and authority to accept this Agreement. If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement.
By copying, installing, downloading, or using all or any portion of the Software, you accept all the terms and conditions of this Agreement. Letrium owns all intellectual property in the Software. If you do not agree to the terms of this Agreement, do not use the Software. This Agreement is enforceable against you and any legal entity that obtained the Software and on whose behalf it is used.
1. SOFTWARE LICENSE.
Restrictions. Customer shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, publish, commercialize or otherwise transfer rights or usage to the Software or any modified version or derivative work of the Software created by or for Customer, (b) provide the Software, or any modified version or derivative work of the Software created by or for Customer, on a timesharing, service bureau or other similar basis, (c) remove or alter any copyright, trademark or proprietary notice in the Software, (d) develop Forked Software, (e) copy any features, functions or graphics of the Software for any purpose other than what is expressly authorized in this Agreement, (f) use any Intellectual Property Rights protected by applicable laws and contained in or accessible through the Software for the purpose of building a competitive product or service or copying its features or user interface.
Modification of the Code. You may modify the Software source code; provided, however, you may not rent, sublicense, assign, lease, loan, resell, distribute, publish or otherwise share the Software or related materials or derivative works based upon the Software or any part thereof without the prior written consent of Letrium.
Backup Copy. You can make one (1) copy the Software for backup and archival purposes, provided, however, that the original and each copy is kept in your possession or control, and that your use of the Software does not exceed that which is allowed in this Agreement.
Test Copy. You may make one (1) additional temporary test copy for the purpose of testing code, template and database modifications. Such a test copy must not be made available to the general public at any time.
2. PAYMENT OF FEES
Customer will pay Letrium the then applicable fees set forth in the Order Form for the Services (the “Fees”). Letrium reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Term or any renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Letrium has billed Customer incorrectly, Customer must contact Letrium no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
3. LIMITED WARRANTY.
THE SOFTWARE IS PROVIDED “AS-IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LETRIUM DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING THE SOFTWARE AND ANY RELATED MATERIALS, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. LETRIUM DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES IS SECURE, OR IS FREE FROM BUGS, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE THROUGH THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. SEE SECTION 19 FOR JURISDICTION-SPECIFIC STATEMENTS. LETRIUM DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. THIS SECTION 3 WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
4. LIMITATION OF LIABILITY.
EXCEPT FOR THE EXCLUSIVE REMEDY OFFERED BY LETRIUM IN SECTION 3 ABOVE AND ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, LETRIUM, ITS AFFILIATES, RESELLERS, AND CERTIFICATE AUTHORITIES WILL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF LETRIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, CLAIMS, OR COSTS. IN ANY EVENT, LETRIUM’ AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, RESELLERS AND CERTIFICATE AUTHORITIES UNDER OR IN CONNECTIOIN WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH BY LETRIUM OF THIS AGREEMENT. LETRIUM is acting on behalf of its affiliates, and resellers for the purpose of disclaiming, excluding and limiting obligations, warranties, and liability, but in no other respects and for no other purpose. THIS SECTION 4 WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
5. OWNERSHIP AND CONFIDENTIALITY
Letrium exclusively owns all right, title and interest in and to the Services and Software. Except as expressly granted hereunder, Letrium reserves all rights, title and interests in and to the Services and Software.
6. CHANGES TO THE AGREEMENT
Letrium may make changes to this Agreement from time to time . When we make changes to the Agreement we will notify you, either through the user interface, in an email notification, or through other reasonable means.
In no event will Letrium’s liability arising out of or related to this Agreement exceed the amount paid by you under this Agreement in the twelve (12) month period. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Letrium’s prior written consent. Letrium may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Letrium in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.