This is a legal agreement between you ("Licensee") and TrendyFlash ("Vendor"). Use of the software indicates your acceptance of these terms. As used in this Agreement, the capitalized term "Software" means the Trendy Site Builder to be downloaded or installed.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD DISCONTINUE USE OF THIS SOFTWARE.
The Software and any accompanying documentation are owned by Vendor or its licensors and are protected under U.S. copyright laws and international treaty provisions. Ownership of the Software, and all copies, modifications, and merged portions thereof shall at all times remain with Vendor or its licensors.
2. Grant of License.
The Software and accompanying documentation are being licensed to you, which means you have the right to use the Software only in accordance with this Agreement. Subject to the terms of this Agreement and full payment of the applicable license and maintenance fees, Vendor hereby grants Licensee a personal, non-exclusive, non-assignable, and non-transferrable license to install and use the Software to establish a single website at a single URL and a single-server IP address. A separate license is required for each additional website established using the Software.
Vendor grants you the right to use the Software in connection with one domain name on a single Internet server. The Software is considered in use on an Internet server when it is loaded into temporary memory or installed into permanent memory. This license is subject to the following restrictions and limitations:
1. The term "Licensed Website," as used in this Agreement, means the Internet Website created and/or maintained by you on an Internet server for providing information, advertising and selling your goods or services as part of a single business.
2. You are not entitled to have access to the source code.
3. This license is valid for only one (1) Licensed Website. The Software may not be used in connection with more than one (1) Website and may not be transferred to a different Website than the one originally licensed.
3. Scope of Use.
You may not sublicense or lease the Software or any of the accompanying documentation to any other person, but you may use the Software to maintain a Licensed Website that is leased to another person or entity. The Software may be used only for providing information of your own goods and services, or, if you are maintaining the Licensed Website for another entity, the Software may be used only for providing information and advertising and selling the goods and services of that entity.
4. Nonpermitted Uses.
Without the express written permission of Vendor, you may not (a) use, copy, modify, or alter, electronically or otherwise, the Software or any of the accompanying documentation except as expressly permitted in this Agreement, or (b) translate, reverse program, disassemble, decompile or otherwise reverse engineer the Software.
5. Transfer of Software.
The license granted under this Agreement is specific to the Licensed Website for which it was licensed. Once the Software has been installed on an Internet server, it may not be transferred to any other person or entity, except together with a transfer of the Licensed Website.
The license granted under this Agreement, and all of your rights hereunder, are contingent upon full payment of all license fees associated with the use of the Software by you, any merchant, or any other person or entity.
Vendor is not obligated to provide maintenance or technical support with respect to the Software, except to the extent provided in the Limited Warranty set out below. Vendor may provide maintenance to you under a separate agreement on such terms and conditions as it offers to its licensees generally.
This license is effective from your date of purchase and shall remain force until terminated, provided that you pay all required fees and comply with all of the other terms and conditions of this Agreement. You may terminate the license and this License Agreement at any time by permanently removing the Software from the Internet server and destroying any accompanying documentation, together with all copies of the Software or documentation in any form.
9. Export Controls.
Certain uses of the Software by you may be subject to restrictions under U.S. regulations relating to exports and ultimate end uses of computer software. You agree to fully comply with all applicable U.S. laws and regulations, including but not limited to the Export Administration Act of 1979 as amended from time to time and any regulations promulgated thereunder.
10. Limited Warranty.
1. Vendor warrants to you, the original end user, that the Software will perform substantially in accordance with the accompanying documentation. Vendor does not warrant that the Software is error-free or that the Software will operate without interruption. This Limited Warranty extends for ninety (90) days from the date the Software is paid for or first used, whichever occurs first.
2. This Limited Warranty does not apply to any Software that has been altered, damaged, abused, misapplied, or used other than in accordance with this license and any instructions included on the Software and the accompanying documentation.
3. Vendor' entire liability and your exclusive remedy under this Limited Warranty shall be the repair or replacement of any Software that fails to conform to this Limited Warranty or, at Vendor option, return of the license fees paid for the Software. Vendor shall have no liability under this Limited Warranty unless the Software is returned to Vendor or its authorized representative, with a copy of your receipt, within the warranty period. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
4. THIS LIMITED WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING FROM USAGE OF TRADE OR COURSE OF DEALING.
5. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE.
11. Limitation of Liability.
Except for a return of the license fees under the circumstances provided under the Limited Warranty, NEITHER COMPANY NOR ITS LICENSORS SHALL IN ANY EVENT BE LIABLE FOR ANY MONEY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS. IN NO EVENT SHALL COMPANY'S LIABILITY RELATED TO ANY OF THE SOFTWARE EXCEED THE LICENSE FEES ACTUALLY PAID BY YOU FOR THE SOFTWARE. Without limiting the generality of the foregoing, Vendor shall not be liable for losses arising out of any business interruption, any loss of business profits, or loss of data, down time, transaction errors, or other losses to you, your customers, or any other person caused by or in any way related to the use of, or inability to use, the Software, even if Vendor has been advised of the possibility of such losses. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, some parts of the above limitation may not apply to you.
You agree to indemnify and hold harmless Vendor from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) resulting from, arising out of, or related in any way to claims by your customers, any representation made by you to your customers that is in any way inconsistent with this Agreement, any use by your customers or any other person or entity of the Licensed Storefront, any content or other materials contained on or accessible through your Licensed Storefront, or any failure by you to comply with any of your obligations under this Agreement.
13. Relationship between the Parties.
Neither party to this Agreement and none of their respective agents, employees, representatives, or independent contractors shall (i) be considered an agent, employee, or representative of the other party for any purpose whatsoever, except as specifically set forth herein (ii) have any authority to make any agreement or commitment for the other party or to incur liability or obligation in the other party's name or on its behalf, or(iii) represent to third parties that any of them has any right so to bind the other party hereto. Nothing contained in this Agreement shall be construed or interpreted as creating an agency, partnership, or joint venture relationship between the parties. If either party fails to comply with the terms of this Paragraph, the breaching party shall indemnify and hold harmless the other from and against any and all claims and liabilities arising out of or related to the breach.
14. Entire Agreement.
This Agreement constitutes the entire agreement between the parties pertaining to its subject matter, and it supersedes any and all written or oral agreements previously existing between the parties with respect to such subject matter.
15. Choice of Law.
This Agreement shall be governed by and construed in accordance with the laws of India, and all disputes arising out of or relating to this Agreement or the Software that cannot be resolved by the parties shall be resolved in courts located in the state of AP, India and both parties consent to the jurisdiction of such courts.
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