Software License Grant

 

Software License Grant

This software license grant is entered into between:

the software license GRANTOR: Mailborder Systems
and
the software license CUSTOMER: any user of GRANTOR’s products or services

USE AND CONSENT

Use of licensed software issued by the GRANTOR implies consent to the terms within this software license grant by the CUSTOMER. If the CUSTOMER does not agree to the terms of the license grant, the CUSTOMER may terminate the license grant and terms by discontinuing the use of the licensed software issued by the GRANTOR. Termination by the CUSTOMER of this software license grant will be without refund of any amount paid to the GRANTOR.

GRANT OF LICENSE

Subject to the terms and conditions of the software license grant, the GRANTOR grants to the CUSTOMER a non-exclusive and non-transferable license to this software. The CUSTOMER may use the Licensed Programs in for its own use. The CUSTOMER may not transfer or sublicense the Licensed Programs to any third party, in whole or in part in any form.

CONSIDERATION TO GRANTOR

The CUSTOMER shall pay, prior to delivery of the Licensed Programs, the license fees, if any, related to the software. License fees do not include any shipping, duties, bank fees, sales, use, excise or similar fees due. If the GRANTOR is required to pay any such amounts, the CUSTOMER shall reimburse GRANTOR in full.

SOFTWARE COPYING

The CUSTOMER may make copies of the Licensed Programs as necessary for backup or archive purposes. The CUSTOMER agrees to maintain records of the location and use of each copy, in whole or in part, of the Licensed Programs.

OWNERSHIP

The original and any copies of the Licensed Programs, created by the GRANTOR, including translations, compilations, partial copies, modifications, and updates, are the property of the GRANTOR.

PROPRIETARY RIGHTS

The GRANTOR regards the Licensed Programs as its proprietary information and as confidential trade secrets. The CUSTOMER agrees not to provide or to otherwise make available in any form the Licensed Programs, or any portion thereof, to any person other than employees of the CUSTOMER without the prior written consent of the GRANTOR. Use of the software by the CUSTOMER implies an agreement to treat the Licensed Programs with at least the same degree of care with which the CUSTOMER treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Licensed Programs.

SOFTWARE LICENSE VALIDATION

The CUSTOMER agrees to allow the Licensed Programs to validate licensing via the internet to the GRANTOR’s software licensing servers. The GRANTOR agrees to collect no information outside of the methods used to validate the Licensed Programs. Licensed Programs that are unable to validate via the internet must be reported to the GRANTOR for (i) approval to operate and (ii) assistance in enabling additional licensed features of the Licensed Programs if required.

DATA COLLECTION

The CUSTOMER understands that the Licensed Programs may optionally collect system level data to improve detection and performance. The GRANTOR agrees to collect no personal information from the CUSTOMER data in this process. Data collection is optional, but Licensed Programs that are unable to report this optional data via the internet will reduce Licensed Programs malicious software detection rates.

TERM

The license granted here under shall continue for the period granted within associated license files or codes unless and until terminated pursuant to Section TERMINATION hereof and subject to proper performance of obligations here under.

TERMINATION

The GRANTOR may terminate this license grant if the CUSTOMER is in default of any of the terms and conditions of this license grant and fails to correct such default within five (5) calendar days after notice thereof from the GRANTOR.

TERMINATION CERTIFICATE

In the event of termination, the CUSTOMER will immediately discontinue use of the Licensed Programs. Within five (5) business days after termination of this license grant, the CUSTOMER will furnish to the GRANTOR notice which certifies with respect to each of the Licensed Programs that, through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and in any form, have been destroyed.

MAINTENANCE SUPPORT

The GRANTOR will provide to the CUSTOMER the following support with respect to the licensed software:

(i) During the period of this grant, the GRANTOR will notify the CUSTOMER of any known substantial software program error. It the CUSTOMER has reason to believe that error exists in the licensed software and so notifies the GRANTOR, the GRANTOR shall at its own expense verify and attempt to correct such error within what the GRANTOR considers a reasonable amount of time after the date of notification. If the CUSTOMER is not satisfied with the correction, then the CUSTOMER may terminate this license grant, but without refund of any amount paid to the GRANTOR or release of any amounts due the GRANTOR at the time of termination.

(ii) In the case that the CUSTOMER has technical questions regarding the use of the licensed software during the period of this grant, the CUSTOMER may submit those questions to the GRANTOR. The GRANTOR shall provide information to answer such questions without charge to the CUSTOMER at the GRANTOR’s discretion.

(iii) If the CUSTOMER desires to extend the software support beyond the terms specified in this section, the CUSTOMER will be required to purchase a support contract from the GRANTOR that covers the period of the license grant. Any such contract will not be prorated and will conform to the same time period covered by this license grant.

DELIVERY OF LICENSED PROGRAMS

The GRANTOR shall use its best efforts to deliver the Licensed Programs via electronic means promptly after receipt of payment from the CUSTOMER. Any delay by the GRANTOR shall be credited to the CUSTOMER by an appropriate license grant period extension.

WARRANTY DISCLAIMER

The GRANTOR licenses, and by use of the licensed software the CUSTOMER accepts, the licensed programs “AS IS.” THE GRANTOR PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS. WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH THE CUSTOMER. THE GRANTOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET THE EXACT REQUIREMENTS OF THE CUSTOMER OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR COMPLETELY ERROR FREE.

LIMITATION OF LIABILITY

THE GRANTOR’S LIABILITY TO THE CUSTOMER UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HERE UNDER BY THE CUSTOMER TO THE GRANTOR. USE OF THE LICENSED SOFTWARE BY THE CUSTOMER IMPLIES CONSENT THAT IN NO EVENT SHALL THE GRANTOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.

NOTICES

All notices in connection with this grant shall be in writing and must be given by electronic delivery. For purposes of this grant, a notice shall be deemed effective immediately upon electronic delivery to the recipient.

MODIFICATION OF TERMS 

Product or service changes, updates, improvements, or laws may require these terms to be updated without notice. The GRANTOR may modify these terms or any additional terms that apply to a product or service without notice. If the CUSTOMER does not agree to the modified terms for a service or product, the CUSTOMER may discontinue the use of that service or product without refund.

SUCCESSORS

This grant will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.

SEVERABILITY

In the event any provision of this grant is determined to be invalid or unenforceable, the remainder of this grant shall remain in force as if such provision were not a part.

GOVERNING LAW/FORUM

This grant shall be governed and interpreted by the laws of the State of South Carolina, Dorchester County in the United States of America. South Carolina shall be the appropriate venue and jurisdiction for the resolution of any disputes here under.

NON-ASSIGNMENT

This grant and the licenses granted by it may not be assigned, sub-licensed, or otherwise transferred by the CUSTOMER without the prior written consent of the GRANTOR.

EXPORT REGULATIONS

The CUSTOMER understands that the GRANTOR is subject to regulation by agencies of the US. Government, including the US. Departments of Commerce and State. which prohibit export or diversion of certain technical products to certain countries. The CUSTOMER warrants that it will comply in all respect with the export restrictions for the Licensed Programs and all other applicable export regulations. The CUSTOMER agrees to indemnify and hold the GRANTOR harmless from any loss. damages, liability or expenses incurred as a result of the CUSTOMER’s failure to comply with any export regulations or restrictions.

ENTIRE AGREEMENT

This grant sets forth the entire understanding between the parties with respect to the subject matter hereof and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters. This grant shall take precedence over any additional or conflicting terms which may be contained in the CUSTOMER‘s purchase or the GRANTOR’s order acknowledgment forms.

 

 

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