Software Licensing Agreement
This licensing agreement (hereafter called AGREEMENT) is given by Solutions with Service (hereafter called VENDOR) for use of the following product(s); © Inventory App (hereafter called SOFTWARE) on domain GOODWILLSUSEDCARS.COM (hereafter called WEB SITE) to Goodwill's Used Cars (hereafter called THE COMPANY).
1. Description of SOFTWARE
The SOFTWARE, is a web application written in ColdFusion © 1995-2004 Macromedia Inc., that dynamically displays vehicle inventory, entered into an online database on the WEB SITE.
The SOFTWARE includes all files with the file extension of CFM.
The VENDOR retains the design rights to any and all other web pages with file extentions of HTM, HTML, and CSS provided to the THE COMPANY by the VENDOR. THE COMPANY can edit, remove or replace these pages at their will, but may not sell them or provide them for use to any other person or company.
2. Grant of License to THE COMPANY
VENDOR, grants THE COMPANY a non-exclusive, non-transferable license to use SOFTWARE with which this license is distributed, including any accompanying program and documentation files on the WEB SITE and to make one backup copy of the SOFTWARE, provided that:
(i) the SOFTWARE is installed on only one web site or computer;(ii) the SOFTWARE, is NOT modified, decrypted, or reverse engineered;
(iii) all copyright notices and this AGREEMENT are maintained on the site;
(iv) the link to this AGREEMENT on the foot of each website page is not broken;
(iv) THE COMPANY agrees to be bound by the terms of this AGREEMENT.
The SOFTWARE and documentation shall be used only by THE COMPANY, only for THE COMPANY's own business use and not in the operation of a service bureau or for the benefit of any other person or entity.
3. Ownership
THE COMPANY has no ownership rights to the SOFTWARE. Rather, THE COMPANY has a license to use the SOFTWARE as long as the AGREEMENT remains in full force and effect. The VENDOR shall retain the Ownership of the SOFTWARE, documentation and all intellectual property rights therein shall remain at all times.
Any other use of the SOFTWARE by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of the terms of this AGREEMENT.
4. Copyright
The SOFTWARE and documentation contain material that is protected by Canadian Copyright Law, and by international treaty provisions. All rights not granted to THE COMPANY herein are expressly reserved by VENDOR.
THE COMPANY may not remove any proprietary notice of the VENDOR from any copy of the SOFTWARE or documentation.
5. Restrictions
THE COMPANY may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the SOFTWARE or any part thereof. THE COMPANY may not reverse engineer, decrypt, decompile, translate, adapt, or disassemble the SOFTWARE, nor shall THE COMPANY attempt to create the source code from the object code of the SOFTWARE.
THE COMPANY may not transmit the SOFTWARE over any network or between any devices, although THE COMPANY may use the SOFTWARE to make such transmissions of other materials. THE COMPANY may not transfer the SOFTWARE to other computers or domains THE COMPANY owns, as each AGREEMENT allows for the SOFTWARE to be used on only one computer or one domain at a time.
6. Confidentiality
THE COMPANY acknowledge that the SOFTWARE contains proprietary trade secrets of VENDOR and THE COMPANY hereby agrees to maintain the confidentiality of the SOFTWARE, using at least as great a degree of care as THE COMPANY uses to maintain the confidentiality of THE COMPANY's own most confidential information.
THE COMPANY agrees to reasonably communicate the terms and conditions of this AGREEMENT to those persons employed by THE COMPANY who come into contact with the SOFTWARE, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the SOFTWARE for the purpose of deriving the source code of the SOFTWARE or defeating the encryption.
7. Termination
THE COMPANY may terminate this AGREEMENT at any time by destroying or returning to the VENDOR all copies of the SOFTWARE and documentation in THE COMPANY's possession or under THE COMPANY's control.
The VENDOR may terminate this AGREEMENT if the VENDOR finds that the THE COMPANY has violated any of the terms of this AGREEMENT.
Upon notification of termination, THE COMPANY and/or its owners agree to destroy or return to the VENDOR all copies of the SOFTWARE and documentation and to certify in writing that all known copies, including backup copies, have been destroyed.
All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this AGREEMENT.
8. General
This AGREEMENT shall be construed, interpreted and governed by the laws of the Canada without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal/provincial court sitting in Ontario, Canada.
This AGREEMENT shall constitute the entire agreement between the parties hereto. No verbal additions may be made to his AGREEMENT. Any and all modifications, waivers or changes to the AGREEMENT must be made in writing and signed by both the VENDOR and the legal representative or representatives of THE COMPANY.
If any part of this AGREEMENT is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this AGREEMENT shall be interpreted so as to reasonably affect the intention of the parties.
Copyright Solutions with Service 2003-2004
© 2003-2004 SWS
All rights reserved