This License Agreement is a legal agreement between you (an individual or a legal entity) and CreodoSite. CreodoSite software packages includes a set of scripts, and may include associated media, printed materials, and "online" or electronic documentation, such as administration and installation manual. By purchasing, installing, copying, downloading, accessing or otherwise using ANY of the CreodoSite software packages, you agree to be bound by the terms of this License Agreement.
All and any of CreodoSite software packages are called “Software Product” here. The “Software Product” is protected by copyright laws of Argentina and International copyright treaties, trademark laws, and other intellectual property laws and treaties. The “Software Product” is licensed, not sold.
1. THIS LICENSE AGREEMENT GRANTS YOU THE FOLLOWING RIGHTS- Software Installation and Use. CreodoSite hereby grants you a non-exclusive, non-transferable license to use many copies of the “Software Product” in accordance with the terms and conditions of the License Agreement. Any rights not expressly granted are reserved. This license authorizes you to install and use multiple copies of the “Software Product” by a period of one year since your license purchase.
- 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”, except when it is part of a website you develop to a final Client. You can use this source code, in full or any subpart thereof, as part of a website 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" and functionality of the “Software Product”. You are not allowed to sell, license, give away or distribute the source code of the “Software Product” as a development product.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS- Termination. This License Agreement shall continue in full force and effect by a period of one year unless terminated earlier in accordance with this or another section of this License Agreement. This License Agreement 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 CreodoSite 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 CreodoSite, disclaimers and warranties, the Copyright Infringement section, or the Refund Policy. Once your license has expired you can extend it by renewing your subscription for another period, according to the current prices at the time of license expiration.
- 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. 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, CreodoSite 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 CreodoSite.
- Enforcement Costs. In the event that your breach of any provision of this License Agreement is proved by a court of competent jurisdiction, you agree that you shall reimburse CreodoSite for all expenses related to the enforcement by CreodoSite 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 CreodoSite that are associated with enforcing its legal rights under this Agreement.
- 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 License Agreement, shall be bound by the terms of this License Agreement, as amended from time to time by CreodoSite and posted online by CreodoSite at its web sites. Performing any of the actions enumerated above shall constitute constructive agreement to be bound by the terms of this License Agreement.
- Copyright Infringement. For the purposes of this License Agreement, 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 License Agreement 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 License Agreement 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 License Agreement if any of the other conditions above have been satisfied.
- Marketing. Unless you submit to CreodoSite a signed and written request that your company and/or your web site not be used for marketing purposes, you hereby grant to CreodoSite the right to mention your company and/or your web site as a customer site in its marketing materials, such as on CreodoSite 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.
3. UPGRADES- CreodoSite provides upgrades for the "Software Product". CreodoSite determines time frame of 'Software Product' upgrades provision and in accordance with delivery terms. You may choose to upgrade "Software Product" or not to. CreodoSite 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. CreodoSite reserves the right to provide upgrades for the "Software Product" for free or for extra charge. Upgrade installation if requested may apply services fees.
4. COPYRIGHT- Ownership. 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 CreodoSite. 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, but the creation of web sites based on or through the use of the “Software Product” is allowed. 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 License Agreement grants you no rights to use such content. All rights not expressly granted under this License Agreement are reserved by CreodoSite.
- 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 CreodoSite. 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 CreodoSite 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- CreodoSite provides support and technical assistance for all licensed copies of the ‘Software Product’. CreodoSite reserves the right to determine time frame and amount of assistance provided. Abnormal support issues may incur additional service fees.
6. PRICE & PAYMENT- Price. You agree to pay CreodoSite the applicable license fee determined by reference to CreodoSite 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 License Agreement 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.
- Payment. Unless otherwise stated on CreodoSite 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 Argentina. As additional consideration for the license granted to you in this License Agreement, you agree that all disputes regarding this contract shall be governed solely and exclusively by the laws of Argentina, and that the agreement shall be deemed to have been made in Argentina. You further agree that any action relating to the terms and provisions of this LA shall be commenced in Argentina in any court of competent jurisdiction. In addition, by licensing the “Software Product” under this License Agreement, 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 Argentina, including but not limited to any applicable "consumer protection" laws, and to subject yourself under this LA to the laws of Argentina. Since this representation on your part is an essential element of the consideration necessary for CreodoSite to license the “Software Product” to you, should this representation prove to be incorrect, you hereby agree to reimburse CreodoSite for all losses incurred by CreodoSite as a result of this misrepresentation and for all expenses related to the enforcement by CreodoSite 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 CreodoSite 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.
8. 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. CreodoSite 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”. CreodoSite is not responsible if the “Software Product” does not operate on your server or computer. Should the Program prove defective, you and not CreodoSite 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 CreodoSite 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 CreodoSite has been advised of the possibility of such damages. In any case, CreodoSite’s entire liability under any provision of this agreement shall be limited to the amount actually paid by you for the “Software Product”.
9. REFUND POLICY- 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, HOSTING OR OTHER SERVICES, 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 CreodoSite 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.
- THE REFUND DATE IS THE DATE WHEN THE REFUND WAS PROCESSED FROM THE SIDE OF CreodoSite AND IS NOT THE DATE WHEN THE FUNDS COME TO CLIENT'S ACCOUNT. THE COMPANY IS NOT RESPONCIBLE FOR THE TIME PERIOD THAT HAS PASSED BEFORE THE MONEY CAME TO A CLIENT'S ACCOUNT IN A CASE OF A REFUND. THIS TIMELINE DEPENDS ON A PAYMENT SYSTEM, THIRD-PARTY SYSTEMS, THEIR TERMS OF WORK WITH REFUNDS AND CHARGEBACKS, AND ALSO ON THE DATE THE INITIAL ORDER WAS MADE.
- 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.