Terms and Conditions
- GRANT OF LICENSE; USE RESTRICTIONS. This End User License Agreement ("Agreement") permits Licensee to download and use one copy of the Software on a single computer. Licensee agrees that it shall not modify, translate, reverse compile, decrypt, extract, disassemble, or otherwise reverse engineer any portion of the Software.
- COPY RESTRICTIONS. Licensee may make copies (full or partial) for backup or archival purposes to support the right to use licensed herein. Licensee agrees that all copies of the Software shall be owned by Smartsoft GmbH, shall be considered Software subject to this Agreement, and shall include the same proprietary and copyright notices and legends as supplied by Smartsoft GmbH and its licensors.
- OWNERSHIP OF SOFTWARE. Smartsoft GmbH retains all right, title, and interest in the Software. Licensee agrees that no title to the Software, or the intellectual property in any of the Software, or in any Software copy, is transferred to Licensee. This license is not a sale of the original Software or any copy thereof.
- TRANSFER RESTRICTIONS. Licensee may transfer the Software and all licenses and rights in Software granted under this Agreement, provided that all Software copies are also transferred or destroyed and provided that the transferee agrees to accept the terms and conditions of this Agreement. Licensees license will automatically terminate upon any transfer of the Software.
Except as provided above, or with Smartsoft GmbHs prior written consent, neither this Agreement nor any rights or obligations under this Agreement, in whole or in part, shall be sublicensed, assigned or otherwise transferred and any attempt to sublicense, assign or transfer this Agreement or any rights or obligation under this Agreement shall be null and void (except as aforesaid).
- TERMINATION. Licensee may terminate this License, without the right of refund, by notifying Smartsoft GmbH of such termination. Smartsoft GmbH may terminate this license upon notice for Licensee's failure to comply with any of these License Terms. Upon termination, Licensee must immediately destroy the Software, together with all copies, in any form.
- INTEGRATION. This Agreement is the entire agreement between Licensee and Smartsoft GmbH relating to Software and: (i) supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between parties during the term of this Agreement. No modification to the Agreement will be binding, unless in writing and signed by a duly authorized representative of each party.
- SEVERABILITY. If any provision of this contract is found, by a court of competent jurisdiction, to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision and all other provisions shall remain in effect.
- LIMITED WARRANTY AND DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY. Smartsoft GmbH warrants that it has the authority and right to license the Software, and that the Software will substantially conform to the material printed specifications therefore which are in effect on the date of original delivery of such Software. Smartsoft GmbHs entire liability under this warranty shall be, at Smartsoft GmbHs option, to either (a) refund the price paid for the Software, or (b) repair and replace the full Software. Smartsoft GmbHs warranty and obligation shall extend for thirty (30) days after initial installation of the Software by Licensee ("Warranty Period"), and is solely for the benefit of Licensee, who has no authority to assign or pass through this warranty to any other person or entity. This warranty shall not apply if Software is used other than in accordance with Smartsoft GmbHs written instructions, or if any of Licensees hardware equipment associated with the use of Software malfunctions.
- Except as provided in this Section, the Software is provided to Licensee on an "AS IS" basis, and Smartsoft GmbH makes no other warranty of any kind, express or implied, with regard to the Software licensed hereunder. Smartsoft GmbH does not warrant or represent that the Software will operate uninterrupted or error free or that all defects in the Software are correctable or will be corrected.
EXCEPT AS EXPRESSLY PROVIDED IN THIS LICENSE OR REQUIRED BY APPLICABLE LAW, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY LICENSOR, ITS LICENSORS OR REPRESENTATIVES OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTION AND FITNESS FOR A PARTICULAR PURPOSE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. IN NO EVENT SHALL FRONTBASE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR DATA AND PERSONAL INJURY), WHETHER OR NOT FRONTBASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT OR ARISING OUT OF LICENSEES USE OF THE SOFTWARE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. In no event will Smartsoft GmbH be liable for any claim against Licensee by a third party, and Licensee hereby agrees to defend, indemnify, and hold Smartsoft GmbH harmless for any claims for costs, damages, expenses (including without limitation, reasonable attorneys fees) or liability arising out of or in connection with the installation, use and performance of the Software licensed hereunder, whether alone or in combination with any other product or service.
- LIMITATION ON ACTIONS. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Software in this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- WAIVER AND MODIFICATION. Any waiver or modification to this License will not be effective unless executed in writing and signed by an authorized representative of Smartsoft GmbH.