WILL BONTRAGER SOFTWARE, LLC
MULTI-DOMAIN SOFTWARE LICENSE AGREEMENT
WILL BONTRAGER SOFTWARE, LLC, an Indiana limited liability
company, ("Bontrager") licenses Licensee to use the computer
program(s) to which this license agreement ("Agreement") is
attached (the "Software"), and related user documentation,
subject to the following terms and conditions:
1. Scope of License. This license covers the Software, its
user documentation, and any related computer programs,
documentation, services, and information provided by
Bontrager. Nothing in this Agreement will be deemed to grant
Licensee any proprietary rights in the computer program(s)
or in any other work embodied in the software or related
materials supplied to Licensee by Bontrager.
2. License. Bontrager grants Licensee a nonexclusive,
nontransferable license to use the Software for any domain
names which Licensee owns. Licensee will not:
(a) Copy. Make any copies of any computer program contained
in the Software except for back up or for archival purposes,
and will not make any copies of all or any part of the user
documentation, except for Licensee's own use. To every copy
of the Software (whether in whole or in part) made by
Licensee for the purposes set forth above, Licensee shall
retain the same copyright or other proprietary rights notice
as was originally affixed to the Software when delivered by
Bontrager.
(b) Disseminate. Provide or disseminate all or any part of
the Software to any other person, except in accordance with
Paragraph 5 below. Licensee will safeguard the Software and
related user documentation with a reasonable degree of care,
using procedures designed to protect the trade secrets and
proprietary information of Bontrager, so that no
unauthorized use is made of them and no disclosure of any
part of their contents is made to anyone other than Licensee
and any employees, agents or consultants of Licensee whose
duties reasonably require such disclosure.
(c) Reverse Engineer. Attempt to reverse engineer the
Software. Licensee may modify the Software for Licensee's
own use.
3. Term and Termination. The license granted under this
Agreement will continue in force until terminated, as set
forth herein. If Licensee fails to pay any monies or provide
any services due in connection with the Software, or
violates any term or condition of this Agreement, Bontrager
or its agent may terminate this License immediately by
giving notice of termination to Licensee. Licensee is
responsible for providing valid contact information to
Bontrager. If no valid contact information is available for
Licensee in Bontrager's records, Bontrager is not required
to give notice of termination to Licensee. Licensee also may
terminate this License voluntarily by giving notice of
termination to Bontrager and destroying or returning to
Bontrager all copies of all or any part of the Software and
related user documentation in Licensee's possession or under
Licensee's control.
4. Effect of Termination. Immediately upon termination,
Licensee will destroy or return to Bontrager all copies of
all or any part of the Software in Licensee's possession or
under Licensee's control. Licensee will have no right to
keep or use any copy of the Software and related user
documentation for any purpose after termination of this
Agreement.
5. Transfer of Software. Licensee has no right
to give, sell, or otherwise transfer this Software license
without the prior written
consent of Bontrager.
6. Installation. If Licensee requests installation services
with respect to the Software, Bontrager will use its best
efforts to install the Software on Licensee's server. Due to
factors outside of Bontrager's control, including but not
limited to server configuration and file availability,
successful installation of the Software is not guaranteed.
Bontrager will not be responsible for any losses or damages
suffered by Licensee as a result of the installation or
attempted installation of the Software.
7. Confidentiality. The parties to this Agreement will take
all reasonable steps to ensure that any material or
information identified by either party to be confidential
("Confidential Information"), which the other party has
possession or knowledge of in connection with this
Agreement, will not be disclosed to others, in whole or in
part, without the prior written permission of the other
party. Neither party will have the obligation to maintain
the confidentiality of any data or information which (i) was
in the receiving party's lawful possession prior to receipt
from the other party, (ii) is later lawfully obtained by the
receiving party from a third party having no obligation of
secrecy to the other party, (iii) is available to the public
through no act or failure of the receiving party, (iv) is
readily available in the public domain, or (v) is
independently developed by the receiving party. The
receiving party will immediately return or destroy any or
all Confidential Information that has been provided to it by
the other party, upon the other party's request.
8. DISCLAIMER OF WARRANTY FOR SOFTWARE. BONTRAGER PROVIDES
THE SOFTWARE "AS IS". BONTRAGER DISCLAIMS ALL IMPLIED
WARRANTIES FOR THE SOFTWARE, INCLUDING WARRANTIES OF
MECHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
BONTRAGER MAKES NO REPRESENTATIONS CONCERNING THE QUALITY OF
THE SOFTWARE AND DOES NOT PROMISE THAT THE SOFTWARE WILL BE
ERROR FREE OR WILL OPERATE WITHOUT INTERRUPTION. IN NO EVENT
SHALL BONTRAGER BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING
IN ANY WAY OUT OF THE USE OF THE SOFTWARE.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL BONTRAGER BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF THE USE OF THE
SOFTWARE BY ANY PERSON, REGARDLESS OF WHETHER BONTRAGER IS
INFORMED OF THE POSSIBILITY OF DAMAGES IN ADVANCE. THESE
LIMITATIONS APPLY TO ALL CAUSES OF ACTION, INCLUDING BREACH
OF CONTRACT, BREACH OF WARRANTY, BONTRAGER'S NEGLIGENCE,
STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS.
10. Ownership of Software. Bontrager has and will retain all
ownership rights in the Software, including all patent
rights, copyrights, trade secrets, trademarks, service
marks, related goodwill and confidential and proprietary
information. Licensee will have no rights in the Software
except as explicitly stated in this Agreement.
11. Assignment and Delegation. Licensee may not assign this
Agreement or any rights under it and may not delegate any
duties under this Agreement without Bontrager's prior
written consent. Any attempt to assign or delegate without
that consent will be void.
12. General: This Agreement constitutes the entire
understanding between Bontrager and Licensee with respect to
subject matter hereof. Any change to this Agreement must be
in writing, signed by Bontrager and Licensee. Terms and
conditions set forth in any purchase order which differ
from, conflict with, or are not included in this Agreement,
shall not become part of this Agreement unless specifically
accepted by Bontrager in writing. Licensee shall be
responsible for and shall pay, and shall reimburse Bontrager
on request if Bontrager is required to pay, any sales, use,
value added (VAT), consumption or other tax (excluding any
tax that is based on Bontrager's net income), assessment,
duty, tariff, or other fee or charge of any kind or nature
that is levied or imposed by any governmental authority on
the Software.
LICENSEE HAS READ THIS AGREEMENT AND UNDERSTANDS AND AGREES
TO ALL OF ITS TERMS AND CONDITIONS.
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