SOFTWARE LICENSE AGREEMENT
This Agreement is made between (the “Licensee”) located online only, and not available for a wet signature. By clicking the “I Agree” button below, Licensee agrees to all terms and language within this Agreement.
This Agreement is made between Licensee, and CommoditiesUniversity.com (the “Licensor”) with a principal place of business at 4607 Lakeview Canyon Rd Suite 398, Westlake Village, California 91361.
(a) “Software” means the indicator coding programs and documentation listed and described in Schedule A attached to this Agreement.
(b) “Install” means placing the Software on a computer’s hard disk, CD-ROM or other secondary storage device.
(c) “Use” means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival or emergency restart purposes.
2. GRANT OF RIGHTS. Licensor hereby grants to Licensee a nonexclusive license to install and use the Software on one single user computer in its possession.
3. LICENSE TERM. This License is effective when executed by both parties and will last for a term of 1 years. Thereafter, this License shall automatically be renewed for successive 1-year terms unless Licensee gives Licensor written notice at least 60 days before the day on which the license or renewal would expire of its intention not to renew this license.
4. TERMINATION. Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this License or if Licensee becomes bankrupt or insolvent.
6. RETURN OR DESTRUCTION OF SOFTWARE UPON TERMINATION. Upon termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software including partial copies and modifications.
7. TITLE TO SOFTWARE. Licensor retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.
8. MODIFICATIONS AND ENHANCEMENTS. Licensee will make no efforts to reverse engineer the Software, or make any modifications or enhancements under any circumstances.
9. DAMAGES FOR BREACH OF CONTRACT. LICENSEE SHALL BE LIABLE TO LICENSOR FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING LOSS OF PROFITS, AND LICENSOR’S INABILITY TO LICENSE SOFTWARE DUE TO LINCESNEE’S BREACH. LICENSEE SHALL BE LIABLE TO LICENSOR FOR ALL OTHER DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT BREACH, WHETHER IN CONTRACT, TORT, OR OTHERWISE.
10. WARRANTY LIMITATIONS. THE SOFTWARE IS PROVIDED “AS IS.” LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO PROFITS THROUGH USING THE SOFTWARE ARE IMPLIED OR PROMISED.
11. CONFIDENTIALITY. Licensee will treat the Software as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence. Licensee agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information.
12. ARBITRATION. The parties agree to submit any dispute under this License to binding arbitration under the rules of the American Arbitration Association in the following location: Los Angeles County, California. Judgement upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
13. ATTORNEY FEES. If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
14. GENERAL PROVISIONS.
(a) Complete Agreement: This License Agreement together with all schedules referred to in this Agreement, all of which are incorporated herein
by reference, constitutes the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements, representations and documentation relating to the subject matter of this Agreement.
(b) Applicable law: This License will be governed by the laws of the State of California.
(c) Notices: All notices and other communications given in connection with this License shall be in writing and shall be given as electronic mail only.
(d) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
15. ASSIGNMENT. The rights conferred by this License shall not be assignable by the Licensee under any circumstances.
16. SIGNATURES. This License has been signed by Candace Pendleton, Owner, on behalf of CommoditiesUniversity.com. The License shall be effective once the software has been activated by Integrity Traders.