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Software License Agreement
READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY DOWNLOADING OR INSTALLING THE CreativeDesigner™ SOFTWARE, YOU ARE INDICATING YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS AND ARE NOT WILLING TO BE BOUND BY THIS LICENSE AGREEMENT, YOU MAY NOT DOWNLOAD OR INSTALL THE SOFTWARE.
1. License: Gammill, Inc. (“Licensor”) grants you, the purchaser, (“Licensee” or “You”) a non-exclusive license to use the CreativeDesigner™ software (the “Software”). All rights in and to the Software, including, but not limited to, copyrights and trade secret rights, belong to Licensor, and Licensor holds title to each copy of the Software. The Software shall only be used on a single computer at one time. Licensee shall not sell, transfer, or distribute the Software to others, nor combine, incorporate, or integrate the Software with other products for resale, transfer, or distribution to others, and this Agreement shall automatically terminate in the event of such an attempted sale, transfer, or distribution. Licensee shall not copy or modify the Software, except that Licensee may make a single copy of the Software for the sole purpose of backup as long as all copyright and other proprietary notices are reproduced and included on the backup copy.
2. Term: This Agreement is effective until terminated. Licensee may terminate this Agreement by returning the Software and any copies thereof to Licensor. Licensor may terminate this License Agreement at any time if Licensee Licensor determines, in its sole discretion, that Licensee has breached any of the terms and conditions herein.. Upon termination of this Agreement for any reason, Licensee shall return the Software to Licensor. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Licensor’s proprietary rights shall survive termination.
3. Object Code: The Software is delivered in object code only. Licensee shall not reverse compile or otherwise reverse engineer the Software.
4. NO WARRANTY: Licensor does not warrant that the functions contained in the Software will meet Licensee’s requirements or that the operation of the Software will be uninterrupted or error-free. THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND LICENSOR MAKES NO WARRANTY OF ANY KIND AS TO ITS USE OR PERFORMANCE. LICENSOR DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, LICENSOR MAKES NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH LICENSEE. The provisions of this Section 4 and Section 5 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to use the Software after termination of this Agreement.
5. LIMITATION OF LIABILITY: IN NO EVENT WILL LICENSOR BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO EQUIPMENT, LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF USE OR AN INABILITY TO USE THE SOFTWARE, EVEN IF A REPRESENTATIVE OF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. LICENSOR’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.
6. General: Licensee shall not export or re-export the Software in violation of any export provisions of the United States or any other applicable jurisdiction. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void. This Agreement shall be governed by and interpreted under the laws of the State of Missouri, without regard to conflicts of law provisions. The jurisdictional venue for any legal proceedings involving this Agreement or the transaction contemplated herein shall be held in any applicable state or federal court located in Howell County, State of Missouri, U.S.A. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified by a writing signed by an authorized officer of Licensor. Licensor may assign this Agreement.
LICENSEE ACKNOWLEDGES THAT HE OR SHE HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS. LICENSEE FURTHER AGREES THAT THIS AGREEMENT FORMS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR RELATING TO THE SOFTWARE AND SUPERSEDES ANY PRIOR PROPOSAL, AGREEMENT, REPRESENTATIONS, DISCUSSIONS, UNDERTAKINGS, COMMUNICATIONS OR ADVERTISING, ORAL OR WRITTEN, RELATING TO THE SOFTWARE.