This Agreement, governs the relationship between the Buyer (hereinafter: Licensee) and 23rd & Walnut (Hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using Duet - Project Management (hereinafter: The Software) created and owned by Licensor. By installing or using the Software, you agree to be bound by the terms of this Agreement.
License Grant: Licensor hereby grants Licensee a Non-assignable & non-transferable and non-exclusive license with the following details:
Usage: Licensee may use the Software on a single website. Additional Software licenses must be purchased in order to install and use the Software on additional websites. Licensee may modify the Software to suit the Licensee’s needs and specifications, but may not resell or redistribute the modified software.
Non Assignable & Non-Transferable: Licensee may not assign or transfer his rights and duties under this license.
Software Modification: Licensee may modify the Software and create derivative works based on Software. This includes amending the Software’s source code, modifying it, integrating it into a larger work, or removing portions of Software, as long as no distribution of the derivative works is made.
Licensee may not provide the Software to others as a hosted solution or allow outside comapnies to use Software for any purpose.
Term & Termination: The Term of this license shall be until terminated. Licensor may terminate this Agreement, including Licensee’s license in the case where Licensee :
became insolvent or otherwise entered into any liquidation process; or
exported The Software to any jurisdiction where licensor may not enforce his rights under this agreements in; or
Licensee was in breach of any of this license's terms and conditions and such breach was not cured, immediately upon notification; or
Licensee in breach of any of the terms of clause 2 to this license; or
Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.
Prices: The prices of all products are subject to change without notice.
Upgrades, Updates and Fixes: Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to his sole discretion. Licensee hereby warrants to keep The Software up-to-date and install all relevant updates and fixes, and may, at his sole discretion, purchase upgrades, according to the rates set by Licensor. Licensor shall provide any update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.
Liability: To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licesee as a result of Software’s actions, failure, bugs and/or any other interaction between The Software and Licesee’s end-equipment, computers, other software or any 3rd party, end-equipment, computer or services. Moreover, Licensor shall never be liable for any defect in source code written by Licensee when relying on The Software or using The Software’s source code.
Warranty
Intellectual Property: Licensor hereby warrants that The Software does not violate or infringe any 3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.
No-Warranty:he Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running The Software on License’s Server[s] and Website[s].
Prior Inspection: Licensee hereby states that he inspected The Software thoroughly and found it satisfactory and adequate to his needs, that it does not interfere with his regular operation and that it does meet the standards and scope of his computer systems and architecture. Licensee found that The Software interacts with his development, website and server environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing his services. Licensee hereby waives any claims regarding The Software's incompatibility, performance, results and features, and warrants that he inspected the The Software.
Refund Policy: As Licensor is offering non-tangible digital goods, Licensor does not generally issue refunds after a purchase has been made. Licensor will consider a refund within the first 7 days of purchase of The Software if Licensee is unable to get The Software to install properly on the Licensee's website or if The Software fails to perform the basic functions as designed and Licensee has worked with the product support team to try to resolve these issues. Refunds will be granted at the sole discretion of 23rd & Walnut representatives. Refunds do not apply to product upgrades or renewals. No refunds will be given after 7 days from the initial purchase. By purchasing The Software, Licensee agrees to the terms of the Refund Policy.
Indemnification: Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor's intellectual property rights or Licensor's title in The Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any settlement in relation to such lawsuit or claim.
Governing Law, Jurisdiction: Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full.
Display of Copyright Notices: All copyright and proprietary notices within the Software must remain intact.