License Agreement

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IMPORTANT - READ CAREFULLY: This License Agreement is a legal agreement between You and Vendor. Read it carefully before completing the installation process and using the Software. It provides a license to use the Software and contains warranty information and liability disclaimers. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU ARE CONFIRMING YOUR UNCONDITIONAL ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MANY NOT INSTALL OR USE THE PRODUCT AND YOU MUST PROMPTLY DESTROY ALL COPIES OF THE SOFTWARE.

The Software is owned by Vendor and/or its licensors and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. THE SOFTWARE IS LICENSED, NOT SOLD.

Software License Agreement (Last Modified: October 10, 2005)

1. DEFINITIONS.

  1. "Vendor" means Electric Toad Internet Solutions Incorporated, doing business as www.snippetmaster.com.
  2. "You", "Your" means you and/or your company.
  3. "Software" means the product provided to You by Vendor, which includes computer software and may include associated software components, associated media, printed materials, and "online" or electronic documentation.

2. OWNERSHIP. The Software is owned and copyrighted by Vendor and/or its licensors. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software.

3. GRANT OF LICENSE. Vendor grants You the following rights provided You comply with all terms and conditions of this agreement. For each license You have acquired for the Software:

  1. You are granted a non-exclusive right to use and install ONE (1) copy of the software for use on ONE (1) Hostname/Computer/Server/IP.
  2. You understand and agree the Software may have certain limits imposed on the features and/or its use. These will be presented to you during your purchase of the Software and/or in other documentation and forms part of this agreement.
  3. You may make one copy for backup or archival purposes.
  4. You may modify the template files contained in the templates folder (if applicable).

4. RESTRICTED USE.

  1. You agree to use reasonable efforts to prevent unauthorized copying of the Software.
  2. You may not disable any licensing or control features of the Software or allow the Software to be used with such features disabled.
  3. You may not share, rent, or lease Your right to use the Software.
  4. You may not modify, sublicense, copy, rent, sell, distribute or transfer any part of the Software except as provided in this Agreement.
  5. You may not reverse engineer, decompile, translate, create derivative works, decipher, decrypt, disassemble, or otherwise convert the Software to a more human-readable form for any reason.
  6. You will return or destroy all copies of the Software and generated content (if applicable) if and when Your right to use it ends.
  7. You may not use any code snippets from the SOFTWARE for any other purpose without the express written consent of Electric Toad Internet Solutions, Inc.
  8. You may not use the Software for any purpose that is unlawful.

5. ADDITIONAL SOFTWARE This license applies to updates, upgrades, plug-ins and any other additions to the original Software provided by Vendor, unless Vendor provides other terms along with the additional software.

6. 3RD PARTY SERVICES This Software may make use of, or have the ability to make use of, link to, or integrate with 3rd party content or services. The availability of the content or services is at the sole discretion of the 3rd party service providers and may be subject to usage agreements and other restrictions. You agree to indemnify and save harmless Vendor and its licensors from all claims, damages, and expenses of whatever nature that may be made against Vendor and its licensors by 3rd party content and service providers as a result of Your use of the Software.

7. REGISTRATION. The software will electronically register itself during installation, operation, or relocation and confirm that You have entered and are using valid "License Key". The registration process only sends the license key information that You've entered and information about the environment in which it is installed (server name, hostname, install URL). No other information is sent.

8. UPGRADES. If this copy of the software is an upgrade from an earlier version of the software, it is provided to You on a license exchange basis. Your use of the Software upgrade is subject to the terms of this license, and You agree by Your installation and use of this copy of the Software to voluntarily terminate Your earlier license and that You will not continue to use the earlier version of the Software or transfer it to another person or entity.

9. NO RIGHT TO TRANSFER. You may not rent, lease, lend, sub-lease, or in any way distribute or transfer any rights in this agreement or the Software to third parties without written approval from Vendor and subject to written agreement by the recipient of the terms of this agreement.Your rights under this license automatically terminate upon transfer.

10. SUBLICENSING. You may sublicense the Software and Your rights under this license to another party provided that:

  1. You understand and agree to the terms of this license agreement.
  2. The Software is only sublicensed ONCE, to a single party.
  3. You are not using the Software after granting the sublicense.
  4. The sublicense is a valid, binding license.
  5. The sublicense contains terms that are no less restrictive than this agreement (or the same terms as this agreement) and does not contain this right to sublicense.
  6. The legal jurisdiction for the sublicense is defined as either that of the Vendor or that of Your corporate head office.
  7. You do not make any representations or warranties on behalf of Vendor.
  8. You agree to enforce the terms of any sublicense that You are authorized to make. If You fail to do so, You agree that Vendor may take such steps in Your name and as Your agent, including legal proceedings if necessary, to enforce the sublicense granted by You.
  9. You notify Vendor of the sublicense and any subsequent transfers by the sublicensed party.

11. TERMINATION. Vendor may terminate Your license if You do not abide by, comply with, or agree with in its entirety, the license terms. Termination of the license may include, but not be limited to, marking Your license key as invalid to prevent further installations. Upon termination of license, You shall immediately discontinue the use of the Software and shall within ten (10) days return to Vendor all copies of the Software or confirm that You have destroyed all copies of it. Your obligations to pay accrued charges and fees, if any, shall survive any termination of this Agreement. Vendor's third party licensors may protect their rights in the event of any violation of the terms and conditions of this license. You agree to indemnify Vendor and its licensors for reasonable attorney fees in enforcing its rights pursuant to this license.

In the event this agreement is terminated for any reason, Vendor is under no obligation to refund You, in whole or in part, any fees or money paid to Vendor previously or in the future.

12. DISCLAIMER OF WARRANTY. The Software is provided on an "AS IS" basis, without warranty of any kind, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non- infringement. The entire risk as to the quality and performance of the Software is borne by You. Should the Software prove defective, You, not Vendor or its licensors, assume the entire cost of any service and repair. If the Software is intended to link to, extract content from or otherwise integrate with a third party service, Vendor makes no representation or warranty that Your particular use of the Software is or will continue to be authorized by law in Your jurisdiction or that the third party service will continue to be available to You. This disclaimer of warranty constitutes an essential part of the agreement.

13. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL VENDOR OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, COMPUTER FAILURE OR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE OR ECONOMIC LOSSES. IN NO EVENT WILL VENDOR OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID TO LICENSE THE SOFTWARE, EVEN IF YOU OR ANY OTHER PARTY SHALL HAVE INFORMED VENDOR OR ITS LICENSORS OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM. NO CLAIM, REGARDLESS OF FORM, MAY BE MADE OR ACTION BROUGHT BY YOU MORE THAN ONE YEAR AFTER THE BASIS FOR THE CLAIM BECOMES KNOWN TO THE PARTY ASSERTING IT.

14. APPLICABLE LAW. This license shall be interpreted in accordance with the laws of British Columbia, Canada. Any disputes arising out of this license shall be adjudicated in a court of competent jurisdiction in British Columbia, Canada.

15. GOVERNING LANGUAGE. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.

16. ENTIRE AGREEMENT. This license constitutes the entire agreement between the parties relating to the Software and supersedes any proposal or prior agreement, oral or written, and any other communication relating to the subject matter of this license. Any conflict between the terms of this License Agreement and any Purchase Order, invoice, or representation shall be resolved in favour of the terms of this License Agreement. In the event that any clause or portion of any such clause is declared invalid for any reason, such finding shall not affect the enforceability of the remaining portions of this License and the unenforceable clause shall be severed from this license.

17. UPDATES TO THIS AGREEMENT. Vendor reserves the right to update and modify this license agreement at any time, and such changes will take affect fifteen (15) calendar days from the date they are first published. Notification of changes and updates will be posted in the Vendor forums or website, located at: http://www.snippetmaster.com. It is Your responsibilty to check the Vendor website or forums for any license updates on a regular basis. In the event You disagree with the updated license agreement, you must notify Vendor within fifteen (15) days of the date of first publish, and Your license will be terminated as detailed in clause eleven (11) above. If you do not notify Vendor within fifteen (15) days after the notification of an updated license agreement is first published, you are acknowledging and agreeing to be bound by the updated version of this license.