AXOSOFT SOFTWARE LICENSE AGREEMENT
NOTICE: READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE YOU DOWNLOAD, INSTALL OR USE AXOSOFT'S PROPRIETARY SOFTWARE. BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE FOLLOWING TERMS AND CONDITIONS, DO NOT INSTALL OR USE THE SOFTWARE.
1. DEFINITIONS
"AXOSOFT" means Axosoft LLC, an Arizona Limited Liability Company.
"You and Your" means the party licensing the Software hereunder.
"Software" means the computer programs in machine readable code provided hereunder by AXOSOFT together with any documentation provided therewith.
"Application" means a software application that you develop which incorporates the Software.
2. GRANT OF RIGHTS
2.1 General
The License granted for Software under this Agreement authorizes You on a non-exclusive basis to use the Software. The Software is licensed, not sold to You and AXOSOFT reserves all rights not expressly granted to You in this Agreement. The License is personal to You and may not be assigned by You to any third party.
The Software may only be used on systems which are operating properly. If any computer system is down, the Software may be used on a backup system for that primary computer system on a temporary basis. You are permitted to make one back-up copy of the Software for archival purposes.
2.2 License Options
Subject to the receipt by AXOSOFT of the applicable license fees, You have the right use the Software as follows:
- Personal/Non-profit license. If you are using the Software for personal use on a site that generates no income, are a non profit organization, open source project, or an educational institution, you may use and install one copy of the Software on one computer, owned, leased or controlled by You, to serve the single specific site You have qualified for. This license may be revoked by AXOSOFT at any time, for any reason.
- Redistributable License. If you have purchased a redistributable license, you may integrate the Software into ONE Application, deploy that application on an unlimited number of servers, and/or distribute that Application an unlimited amount of times. Additional applications will require additional licenses.
Nothing in this Agreement shall permit you, or any third party to disclose or otherwise make available to any third party the licensed source code or any portion thereof.
The Redistributable License is expressly subject to the following terms and conditions:
- The Application must be deployed in a machine compiled format, such as .dll or .exe;
- The Software is fully integrated into the Application such that:
- the functionality of the Software is not exposed through programmable interface or otherwise;
- your end-users cannot use the Software independently of the Application;
- the Application is significantly different from and will not compete with the Software; and
- the Application is written in a format where the source code is unavailable;
- The License Key (defined as a code provided by AXOSOFT which identifies you and enables the Software) is either excluded from the Application or fully integrated therein such that it is invisible to the end-user;
- The Software is not modified, including without limitation, the original proprietary notices contained therein;
- Each Application must bear a copyright notice in Your name;
- Each Application must include the following in its source code: "This Application includes a licensed copy of Software, Copyright © 2012 Axosoft LLC. All Rights Reserved. Use of this Software outside of this Application is a violation of the United States and International Copyright Laws and other applicable laws".;
- You agree to indemnify, hold harmless and defend AXOSOFT from and against any claims or lawsuits, including attorney's fees, that arise as a result from the use or distribution of any Application;
- You do not permit further redistribution of the Application by Your end-user customers; and
- You do not use AXOSOFT's name, logo or trademark in your literature or to market your Application.
3. EVALUATION EDITIONS
If AXOSOFT has provided Evaluation Editions of the Software to You, You may install the Software on as many computers are required to evaluate the Software until the expiration date built into the Software ("Expiration Date"). After the Expiration Date, the Software will cease to function unless you purchase a license from AXOSOFT for use of the Software. You agree not to defeat the Software's expiration mechanism and/or evaluation banner functionality, or continue using the Software beyond the Expiration Date without paying a license fee.4. NOTICES
You agree to respect and not to remove, modify, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark or legend appearing in the Software or output generated by the Software and to reproduce and include same on each copy of Software.5. NO REVERSE ENGINEERING; NO DERIVATIVE WORKS
You agree not to modify, reverse engineer, adapt, disassemble or decompile the Software, or any portion thereof. You may not create derivative works based on the Software or any part thereof.6. OWNERSHIP
You acknowledge that all copies of the Software in any form are the sole property of AXOSOFT. You have no right, title or interest to any such Software or copies thereof except as provided in this Agreement.7. CONFIDENTIALITY
7.1
You hereby acknowledge and agreed that the Software constitute and contain valuable proprietary products and trade secrets of AXOSOFT, embodying substantial creative efforts and confidential information, ideas, and expressions. You agree to treat, and take precautions to ensure that your employees and other third parties treat, the Software as confidential in accordance with the confidentiality requirements herein.
7.2
You agree to keep confidential all confidential information disclosed in accordance herewith, and to protect the confidentiality thereof in the same manner You protect the confidentiality of similar information and data of Your own but, without limitation exercising at least a reasonable degree of care in the protection of confidential information.
7.3
You acknowledge that the unauthorized use, transfer or disclosure of the Software will: (i) substantially diminish the value to AXOSOFT of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render inadequate AXOSOFT's remedy at law for such unauthorized use, disclosure or transfer; and (iii) cause irreparable injury in a short period of time. If you breach Your obligations with respect to the use or confidentiality of the Software, AXOSOFT shall be entitled to equitable relief to protect its interests including, but not limited to preliminary and permanent injunctive relief.
8. LICENSE FEES AND PAYMENT
In consideration of the license rights granted herein, You shall pay the appropriate license fees, payable in United States funds without deductions for taxes, assessments, fees, charges or setoffs. Payment of all license fees is due prior to Your first installation of non Evaluation Editions of the Software.
9. LIMITED WARRANTY
AXOSOFT represents and warrants to You that the Software, when properly installed by You, will perform substantially as described in the website located at slickupload.com for a period of sixty (60) days from the date of Your initial installation of the Software. ("Warranty Period")
10. YOUR SOLE REMEDY FOR BREACH OF LIMITED WARRANTY
AXOSOFT's entire liability hereunder and Your exclusive remedy for any matter related hereto shall be, at AXOSOFT's option, either a) return of the license fee You paid, or b) repair and replacement of the Software upon its return to AXOSOFT, provided AXOSOFT receives written notice from You during the Warranty Period of a breach of warranty. Any replacement Software will be warranted for the remainder of the original Warranty Period or sixty (60) days, whichever is longer.
11. DISCLAIMER OF WARRANTIES
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT THE SOFTWARE IS PROVIDED TO YOU "AS IS", AND AXOSOFT MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ITS FUNCTIONALITY, CONDITION, PERFORMANCE, OPERABILITY OR USE. WITHOUT LIMITING THE FOREGOING, AXOSOFT DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE LIMITED WARRANTY HEREIN GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM ONE JURISDICTION TO ANOTHER.
12. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH AXOSOFT IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY AXOSOFT OF THE RISK OF YOUR CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE SOFTWARE. ACCORDINGLY, YOU AGREE THAT AXOSOFT SHALL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS-OF-PROFIT, LOST SAVINGS, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF A LICENSING OR USE OF THE SOFTWARE.
The maximum liability of AXOSOFT to any person, firm or corporation in connection with any license, use or employment of the Software, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to AXOSOFT by You for the Software whose license or use gives rise to the liability. The essential purpose of this provision is to limit the potential liability of AXOSOFT arising out of this Agreement and use of the Software. The parties acknowledge that the limitations set forth in this paragraph are integral to the amount of consideration paid herein in connection with the license of the Software and that were AXOSOFT to assume any further liability other than set forth herein, such consideration would have necessity be set substantially higher.
13. INDEMNIFICATION
You agree to defend, indemnify and hold AXOSOFT and its employees, agents, representatives and assigns harmless from and against any claims, proceedings, damages, injuries, liabilities, costs, attorney's fees relating to or arising out of Your use of the Software or any breach of this Agreement.
14. EXPORT
You agree that you will not export or transmit the Software or any Applications, directly or indirectly to any restricted country or in any manner that would violate United States laws and regulations.
15. TERMINATION
Your license is effective until terminated. You may terminate it at any time by destroying the Software or returning all copies of the Software to AXOSOFT. Your license will terminate immediately without notice if You breach any of the terms and conditions of this Agreement, including non or incomplete payment of the license fee. Upon termination of this Agreement for any reason: You will uninstall all copies of the Software; You will immediately cease and desist all use of the Software; and will return all copies of the Software to AXOSOFT.
You agree to indemnify AXOSOFT for reasonable attorney's fees and costs in enforcing AXOSOFT's rights under this Agreement.
16. UPDATES
AXOSOFT has the right, but no obligation, to periodically update the Software, at its complete discretion, without the consent or obligation to You or any licensee or user.
17. AUDIT
You agree that AXOSOFT may audit Your use of the Software for compliance with the terms of this Agreement at any time, upon reasonable notice.
18. INTEGRATION; WAIVER; SEVERABILITY
This Agreement contains the entire understanding and agreement between the parties. All prior agreements or understandings, oral or written, are superseded by this Agreement. This Agreement may not be supplemented, modified, amended, released or discharged except by a written instrument signed by AXOSOFT. All captions and headings are for purposes of convenience and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or different kind. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
19. GOVERNING LAW; JURISDICTION AND VENUE
The validity, interpretation construction and performance of this Agreement shall be governed by the laws of the State of Arizona. You hereby consent to the jurisdiction and venue of such courts, and waive any jurisdiction or venue defenses otherwise available.
20. TAXES AND OTHER CHARGES
You are responsible for paying all sales, use, excise valuated or other taxes or governmental charges in addition to freight, insurance and installation charges and import or export duties.