The following is a legal document that conveys certain rights and obligations. Please be sure to read and understand it. Your use of our software is contingent upon, and acknowledges, your acceptance and commitment to the provisions, terms, and conditions of this agreement.
Commercial Software License Agreement
The source code and documentation ("Software") covered under this end-user license agreement ("License") are owned by ModifyMage Solutions ("Licensor") and distributed under the provisions, terms, and conditions of this License. This Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties and is licensed, not sold. This License represents the entire agreement concerning the Software between the purchaser or purchasing entity ("Licensee") and Licensor and supersedes any prior proposal, representation, or understanding between the parties. If you do not agree to the provisions, terms, and conditions of this License, do not install or utilize this Software in any manner.
This License grants Licensee the right to install a single (1) copy of the Software on a single (1) live Magento production installation solely for the Licensee's own personal or business use. A separate copy of the Software and License must be purchased for each live production installation. Additional copies for non-production purposes such as development, testing, training, backup or archiving, and other non-operational business transactions may be created and used as long as they can only be accessed by Licensee's employees, in-house personnel, vendors, or consultants covered by confidentiality and nondisclosure under this agreement.
Licensor retains title to all portions of the Software and other proprietary materials and any copies thereof. Licensee agrees that the proprietary materials contain valuable proprietary information, and that Licensee shall not disclose them to anyone other than those of its employees, in-house personnel, vendors, or consultants, under nondisclosure obligations at least as restrictive as those used by the Licensee for their own confidential materials, having a need to know for purposes consistent with this License. Licensee shall be responsible for the compliance of such employees, in-house personnel, vendors, or consultants. Under no circumstances may this Software, or any portion thereof, be distributed, transferred, or disclosed by Licensee to any other third party, known or unknown, in any form whatsoever, without prior specific written permission of the Licensor or as specified by this License. The obligations set forth in this paragraph shall survive termination of this License.
Licensor grants Licensee the right to modify and create derivative works of the Software solely for the Licensee's own personal or business use. Licensee hereby grants Licensor a perpetual and irrevocable (irrespective of the expiration or termination of this License), nonexclusive, transferable, worldwide, and royalty-free license to reproduce, create derivative works of, distribute, perform, and display any derivative works of the Software developed by or for Licensee, and to use, make, have made, sell, offer to sell, import, export, and otherwise exploit any product based on any such derivative works.
Licensee shall affix to each full or partial copy of the Software made by Licensee, and to any and all modifications or derivitive works created by Licensee, all copyright and proprietary information notices as were affixed to the original Software.
Licensee may not assign this License without the prior written consent of Licensor, provided that such consent shall not be required for assignment to a purchaser of all or substantially all of the assets or equity securities of Licensee who undertakes in writing to be bound by all the provisions, terms, and conditions of this License. Any prohibited assignment shall be null and void.
THIS SOFTWARE IS PROVIDED BY LICENSOR ON AN "AS IS" BASIS. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. LICENSEE EXPRESSLY AGREES THAT ITS USE OF THE SOFTWARE, OR ANY SERVICES OR SUPPORT LICENSOR MAY OFFER IN CONJUNCTION WITH THE SOFTWARE, IS AT LICENSEE'S SOLE RISK. LICENSOR ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS, OR OTHER ITEMS CONTAINED WITHIN THE SOFTWARE AND ACCEPTS NO LIABILITY WITH RESPECT TO THE CONTENT OF THE SOFTWARE OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, LOSS OF DATA, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS, OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. LICENSOR AND ITS PRINCIPLES, EMPLOYEES, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY SERVICES OR SUPPORT PROVIDED IN CONJUNCTION WITH THE SOFTWARE, EVEN IF GIVEN PRIOR NOTICE OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES BASED IN CONTRACT, TORT, OR OTHERWISE. LAWS IN SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Licensee agrees to indemnify, defend, and hold harmless Licensor, its officers, directors, principles, employees, agents, licensors, suppliers and any third party information providers from and against all losses, expenses, damages, and costs, including reasonable attorneys' fees, resulting from any improper use of this Software or violation of this License (including negligent or wrongful conduct) by Licensee or any other person.
Licensee agrees not to export the Software in violation of U.S. Department of Commerce export administration regulations.
Licensee hereby grants Licensor the right to display Licensee’s logos as part of Licensor’s customer lists and other related marketing materials. This right may be terminated by Licensee at their sole discretion through notification in writing to Licensor.
Licensor acknowledges that the Software may include certain open source software which is governed by the applicable license terms thereof. This Software is subject to the provisions of such license agreements, and in the event of any contradiction between the provisions of this License and the provisions of such applicable license agreement, the provisions of the applicable open source license agreement shall prevail solely with respect to such open source software inclusions.
For the purposes of this License, the parties agree to receive electronic documents and accept electronic signatures including in counterparts which shall be valid substitutes for paper-based documents and signatures, and that this will satisfy the requirement that any such communication be in writing.
Failure by either party to insist upon or enforce strict performance of any provision, term, or condition of this License shall not be construed as a waiver of any provision, term, condition, or right. Neither courses of conduct between parties nor trade practice shall act to modify any provision, term, or condition of this License. Licensor may assign their rights and duties under this agreement to any party at any time without notice to Licensee.
If any of the provisions, terms, or conditions of this License shall be deemed invalid, void, or for any reason unenforceable, that provision, term, or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions, terms, or conditions.
This agreement is made in and shall be governed by the laws of the State of Florida, without giving effect to any principles that provide for the application of the law of another jurisdiction. All proceedings shall be conducted in English. Venue for all proceedings shall be Volusia County, Florida, provided that Licensor may seek injunctive relief in any court of competent jurisdiction.
This License remains effective until terminated. Licensor retains the right to terminate this License at any time, at Licensor's sole discretion, if Licensor believes that Licensee is not abiding by the provisions, terms, and conditions of this License. Licensee may terminate this License at any time by destroying all copies of the Software under their control. Termination of this License does not bind Licensor to return the amount spent for purchase of the Software and License. In the event of termination of this License by Licensor, Licensee must destroy all copies of the Software under their control. If Licensee continues to use the Software after Licensor provides notice of termination, Licensee hereby agrees to accept an injunction to enjoin them from its further use and to pay all costs (including but not limited to reasonable attorney fees) to enforce Licensor's revocation of the License and any damages suffered by Licensor due to Licensee's misuse of the Software.
If the Software is acquired by or on behalf of a unit or agency of the U.S.Government ("Government"), the Government agrees that such Software is "commercial computer software" or "commercial computer software documentation" and that, absent a written agreement to the contrary, the Government’s rights with respect thereto are limited by the provisions, terms, and conditions of this License, pursuant to applicable FAR and/or DFARS and successor regulations.
Open Software License
Some of our software products may be licensed under the Open Software License version 3.0 (OSL 3.0).The product pages for each of our software products clearly specify the appropriate license for that product and a copy of the actual license is included within software downloads. You may freely modify and redistribute software licensed under OSL 3.0 as long as you strictly adhere to all terms and conditions of the license.