Software License Agreement: Meld Forums Studio
This Software License Agreement ("Agreement") is made and effective upon purchase or
installation by and between Clever Technology Inc. and its partners ("Company") and you the
user.(Licensee).
Company has developed and licenses to users its software program marketed under the name
Meld Forums (the "Software").
Licensee desires to license a copy of the Software.
By clicking in the checkbox provided, or installing the software, Licensee will have agreed to be
bound by the terms set forth below.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, Company and
Licensee agree as follows:
1) License.
After full payment is received by the Company, the Company hereby grants to Licensee a
perpetual, non-exclusive, limited license to use the Software as set forth in this Agreement.
2) Installation.
The Licensee may install the Software as a plug-in for any web site that is owned by
the Licensee, or any web site was primarily created and/or developed by the Licensee.
This Agreement includes no restrictions regarding the number of sites configured to operate
within the installation of the Mura CMS, where said sites are manually created and
configured by the Licensee. In cases where the Mura CMS is part of a hosted or SaaS
offering, the separate ISP/SaaS license would be required.
3) Restrictions.
Licensee shall not modify, copy, duplicate, reproduce, license or sublicense the Software, or
transfer or convey the Software or any right in the Software to anyone else without the prior
written consent of Company except as expressly described in this Agreement; provided that
Licensee may make one copy of the Software for backup or archival purposes.
4) Ownership.
The Company’s Software is the property of the Company and its licensor(s), if any, and
subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights.
The Software is licensed, not sold, to the Licensee for the use only under the terms of this
Agreement, and the Company reserves all rights not expressly granted to the Licensee.
5) Fee.
In consideration for the grant of the license and the use of the Software, Licensee agrees to
pay Company the agreed upon license fee.
6) Warranty of Title.
In the event any breach or threatened breach of the foregoing representation and warranty,
Licensee's sole remedy shall be to require Company or to either: a) procure, at Company's
expense, the right to use the Software, b) replace the Software or any part thereof that is in
breach and replace it with Software of comparable functionality that does not cause any
breach, or c) refund to Licensee the full amount of the license fee upon the return of the
Software and all copies thereof to Company.
7) Warranty of Functionality.
i) For a period of Thirty (30) days following delivery of the Software to Licensee (the
"Warranty Period"), Company warrants that the Software shall perform in all material
respects according to the Company's specifications concerning the Software when used
with the appropriate computer equipment. In the event of any breach or alleged breach of
this warranty, Licensee shall promptly notify Company and return the Software to
Company at Licensee's expense. Licensee's sole remedy shall be that Company shall
correct the Software so that it operates according to the warranty. This warranty shall not
apply to the Software if modified by anyone or if used improperly or on an operating
environment not approved by Licensor.
ii) In the event of any defect in the media upon which the Software is provided arising within
ninety (90) days of the date of delivery of the Software, upon return to Company of the
Software upon the original media, Company shall provide Licensee a new copy of the
Software.
8) Maintenance.
Upon launch of a new full version of the Software, any maintenance on the previous version
will cease after a period of ninety (90) days. Maintenance on the previous version will be
limited to the Software only, and may not include updates related to compatibility with its
software environment.
9) Updates.
The Software has an established version number. The Company shall provide to Licensee
any updated, corrected or enhanced version of the Software as created by Company within
that specified version. These updates shall not include any optional or separate
enhancements that relate to the Software where such enhancements are expressly offered
and marketed as optional and separate products.
10) Support.
i) Free Support when and while available. The Company shall provide a communal support
area where the Licensee can seek assistance in installing, maintaining or using the
Software. No guarantee of support services on behalf of the Company are implied or
offered in the free support area(s), and the terms of access are governed by a separate
agreement.
ii) Optional Support when and while available. The Licensee may choose to purchase paid
support to add a guaranteed level of support services to their product. The terms of this
support will be governed by a separate agreement. Company may elect to discontinue
maintenance at any time upon notice to Licensee, and refund of any then unearned
maintenance fees.
iii) No support is offered to versions of the Software that are more than one (1) version
removed from the current and marketed version.
11) Compatibility.
The Software is created for a specific software environment, elements of which may and
likely will come out with future versions which may cause this Software to become either
partially or fully unusable. The Company will provide updates for Licensee's as defined in the
Maintenance (8) and Updates (9) sections of this agreement. The Company reserves the
right to add or remove support for elements of the software environment at any time.
12) Payment.
Payment of the license fee shall be made prior to delivery of the Software.
13) Taxes.
In addition to all other amounts due hereunder, Licensee shall also pay to Company, or
reimburse Company as appropriate, all amounts due for property tax on the Software and for
sales, use, excise taxes or other taxes which are measured directly by payments made by
Licensee to Company. In no event shall Licensee be obligated to pay any tax paid on the
income of Company or paid for Company's privilege of doing business.
14) Warranty Disclaimer.
COMPANY'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND
ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE. COMPANYS DO NOT REPRESENT OR WARRANT
THAT ALL ERRORS IN THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED.
15) Limitation of Liability.
Company shall not be responsible for, and shall not pay, any amount of incidental,
consequential or other indirect damages, whether based on lost revenue or otherwise,
regardless of whether Company was advised of the possibility of such losses in advance. In
no event shall Company's liability hereunder exceed the amount of license fees paid by
Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability,
product liability or otherwise.
16) Notice.
Any notice required by this Agreement or given in connection with it, shall be in writing and
shall be given to the appropriate party by personal delivery or by certified mail, postage
prepaid, or recognized overnight delivery services.
17) Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the province
of Alberta, Canada.
18) No Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by Licensee
without the prior express written approval of Company, except as expressly defined in this
Agreement.
19) Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the
subject matter hereof. This Agreement may be modified only by a further writing that is duly
executed by both parties.
20) Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full
force and effect as if such invalid or unenforceable term had never been included.
21) Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.
22) Reverse Engineering.
The Licensee will not reverse engineer, decompile, disassemble, or otherwise break into the
Software, or any portion thereof.
23) Confidentiality
Acknowledgement. Licensee hereby acknowledges and agrees that the Software and
Documentation constitute and contain valuable proprietary products and trade secrets of the
Company and/or it's suppliers, embodying substantial creative efforts and confidential
information, ideas, and expressions. Accordingly, Licensee agrees to treat, and take
precautions to ensure that its employees treat the Software and Documentation as
confidential in accordance with the confidentiality requirements and conditions set forth
below.
i) Maintenance of Confidential Information. Each party agrees to keep confidential
information disclosed to it by the other party in accordance herewith, and to protect the
confidentiality thereof in the same manner it protects the confidentiality of similar
information and data of its own. (at all times exercising at least a reasonable degree of
care in the protection of confidential information); provided, however, that neither party
shall have any such obligation with respect to use of disclosure to others not parties to
this Agreement of such confidential information as can be established to (a) have been
known publicly; (b) have been known generally in the industry before communication by
the disclosing party to the recipient; (c) have become know publicly, without the fault on
the part of the recipient, subsequent to disclosure by the disclosing party; (d) have been
know otherwise by the recipient before communication by the disclosing party; or (e)
have been received by the recipient without any obligation of confidentiality from a source
(other than the disclosing party) lawfully having possession of such information.
ii) Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer or
disclosure of the Software and Documentation or copies thereof will (i) substantially
diminish the value to the Company the trade secrets and other proprietary interests that
are the subject of this Agreement; (ii) render Company's remedy at law for such
unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a
short period of time. If Licensee breaches any of its obligations with respect to the use or
confidentially of the Software or Documentation, Company's shall be entitled to equitable
relief to protect its interest therein, including, but not limited to, preliminary and
permanent injunctive relief.
iii) Survival. Licensee's obligations under this Confidentiality article will survive the
termination of this Agreement or any license granted under this Agreement for whatever
reason.
24) Privacy
Company shall retain certain information about you, which we will keep on file. At no time will
this information be disclosed or shared with a third party, except where permission has been
expressly given by the Licensee or as required to maintain the fitness of the product as
defined in this Agreement. This information is retained to assist in the maintenance of
software and support services directly related to the Software. Should the Licensee request
the information be destroyed the Company will do so in a timely fashion, with the Licensee
acknowledging that such destruction may result in a loss of rights as defined in this
Agreement.