|
ONLINE STOREFRONT SOLUTIONS
DESIGNER LICENSE AGREEMENT
IMPORTANT:
PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE ACCESSING, INSTALLING OR USING THE SOFTWARE. ONLINE STOREFRONT SOLUTIONS, INC. AND/OR ITS SUBSIDIARIES OR SUCCESSORS (“ONLINE STOREFRONT SOLUTIONS”) IS WILLING TO LICENSE THE SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE (REFERENCED BELOW AS “YOU” OR “YOUR”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT.
THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND ONLINE STOREFRONT SOLUTIONS. BY CLICKING THE “ACCEPT” OR “YES” BUTTON, OPENING THIS PACKAGE, BREAKING THE SEAL, OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR LOADING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE “I DO NOT ACCEPT” OR “NO” BUTTON OR OTHERWISE INDICATE REFUSAL, MAKE NO FURTHER ATTEMPTS TO ACCESS OR USE THE SOFTWARE AND CONTACT ONLINE STOREFRONT SOLUTIONS CUSTOMER SERVICE FOR INFORMATION ON HOW TO OBTAIN A REFUND OF THE MONEY YOU PAID FOR ACCESS TO THE SOFTWARE (LESS ANY SHIPPING, HANDLING, AND ANY APPLICABLE TAXES).
I UNDERSTAND THAT SETUP AND MONTHLY FEES ARE NON-REFUNDABLE AFTER 30 DAYS FROM PURCHASE.
1. OWNERSHIP:
The software, including the clip art images and any related documentation (collectively the “Software”) is the property of ONLINE STOREFRONT SOLUTIONS, or its licensors, and is protected by copyright and/or trade secret law. Nothing in this agreement shall be construed as restricting ONLINE STOREFRONT SOLUTIONS’s ability to license, sell, lease, modify, publish, or otherwise distribute the Software, or any portion thereof, to any other person. ONLINE STOREFRONT SOLUTIONS and EXPERT LOGO are trademarks of ONLINE STOREFRONT SOLUTIONS. This license gives you no authority to use ONLINE STOREFRONT SOLUTIONS’s trademarks without its express, prior, written consent. This license merely grants to you the limited right to use the Software as specified herein. Upon termination of this license for any reason, all rights will revert to ONLINE STOREFRONT SOLUTIONS (or its licensees), and You will no longer have any rights to use the Software or any portion thereof. You acknowledge ONLINE STOREFRONT SOLUTIONS’s ownership of the Software and agree not to challenge the validity or enforceability of any copyrights or trade secrets associated with the Software.
1.1. CLIPART.COM IMAGES
The Software may also include access to certain Images owned and licensed by Jupiterimages Corporation and doing business via CLIPART.COM. “ClipArt.com Image(s)” or “Image(s)” shall mean animations, clipart, composites, digital footage, digital video, film footage, fonts, graphics, illustrations, images, motion sequences, photographs or any other visual representation obtained via download from any Jupiterimages Web site, delivered via any storage media (CD, DVD, disk, etc.) that is now known or may become known in the future, or obtained from a Jupiterimages’ authorized distributor, together with all accompanying metadata and other material. ONLINE STOREFRONT SOLUTIONS grants you a non-exclusive and non-transferable license to use the ClipArt.com Image(s) only as provided in this License Agreement.
ClipArt.com Image(s) are copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The Image(s) shall remain the sole and exclusive property of ONLINE STOREFRONT SOLUTIONS’s licensor - Jupiterimages, or its licensors. Use of the ClipArt.com Images is licensed, not sold, pursuant to the terms of this License Agreement. Use of the ClipArt.com Images without agreeing to this License Agreement, or breaching these License Agreement terms, is copyright infringement.
Jupiterimages reserves the right to (i) not permit use of any Image(s) for any reason whatsoever; and notify you that certain Image(s) are no longer available for use. Upon such notification, the license to use such Image(s) shall automatically and immediately terminate. Jupiterimages reserves the right to replace Image(s) with an alternative Image for any reason. Upon notice of such replacement, the license for the replaced Image(s) immediately, and
1.2 YOUR WEBSITE
The Software is intended to be used in connection with your website to enable the design of consumer merchandise. You are solely responsible for the content, ownership, and integrity of your website and domain name, as well as any merchandise created via the Software, and ONLINE STOREFRONT SOLUTIONS shall have no liability with respect to any claims brought by third parties relating to your website, domain name, or any merchandise created or sold on your website except as expressly stated below.
2. LICENSE:
While ONLINE STOREFRONT SOLUTIONS continues to own the Software, ONLINE STOREFRONT SOLUTIONS hereby grants You certain non-exclusive rights to access and use the Software after Your acceptance of this license. This License is limited to a single download and use of the Software to run on a single website, located on the Internet at a single domain. This license governs any releases, revisions, or enhancements to the Software that ONLINE STOREFRONT SOLUTIONS may furnish to You from time to time.
2.2 YOU MAY:
Except as may be modified by an ONLINE STOREFRONT SOLUTIONS SUPPLEMENTAL LICENSE AGREEMENT (each a “License Module”) that accompanies, precedes, or follows this license, Your rights and obligations with respect to the use of this Software are as follows: YOU MAY
A. Access and use the Software for its intended purpose pursuant to your contractual arrangement with ONLINE STOREFRONT SOLUTIONS.
B. Use the Software in accordance with any additional permitted uses set forth in a License Module.
C. With respect to the ClipArt.com Images, you may:
(I) Back up, and store, single Image(s) as necessary on a single server for archival, tracking or asset management purposes only. Any copy or archive you make must include the copyright notice “© [insert current year] Jupiterimages Corporation” adjacent to the Image(s) or on a credit page.
(II) Use the Image(s) in any electronic or print media, including advertising and editorial use, provided such use is not intended to allow the re-distribution or re-use of the Image(s).
(III) Use the Image(s) on product packaging or in any items for personal use or resale, including book covers, calendars, consumer merchandise (T-shirts, posters, art, etc.), provided such use is not intended to allow the re-distribution or re-use of the Image(s).
(IV) Modify or alter the Image(s) as necessary for your use, subject to the terms of Section 4, and provided that if such modification or alteration constitutes a derivative work you do not acquire any copyright ownership or equivalent rights in or to any of the Image(s) or any other property of Jupiterimages or its licensors and you shall only use such derivative work in accordance with this Agreement. If requested by Jupiterimages, you agree to execute a written assignment of any such rights, including copyrights, at no cost to Jupiterimages.
(V) Use the Image(s) as décor in an office, lobby, public area, restaurant, or retail store.
(VI) Use the Image(s) as design elements in video, film, or television broadcasts.
(VII) Use the Image(s) for any other uses approved in writing by Jupiterimages.
2.2 YOU MAY NOT:
Except as may be modified by a “License Module” that accompanies, precedes, or follows this license, Your rights and obligations with respect to the use of this Software are further limited as follows: YOU MAY NOT:
A. Copy, distribute, perform, display, or transmit the software, source code, object code, printed documentation that accompanies the Software, or any portion thereof except as expressly stated;
B. Sublicense, rent, or lease any portion of the Software without prior consent as required herein;
C. Reverse engineer, decompile, disassemble, modify, translate, circumvent any anti-piracy technology or make any attempt to discover the source code of the Software, or create derivative works from the Software;
D. Use a previous version or copy of the Software after You have received a an upgraded version. Upon upgrading the Software, all copies of the prior version must be destroyed;
E. Use a later version of the Software than is provided herewith unless You have otherwise separately acquired the right to use such later version;
F. Use the Software in any manner not authorized by this license;
G. Use the Software in any manner that contradicts any additional restrictions set forth below;
H. Use the software in any manner that violates any law or governmental regulation;
I. Use the software in any manner that violates the rights of any third party;
J. With respect to the ClipArt.com Images, you may not:
(I) Sublicense, distribute, transfer or assign the Image(s) or rights to the Image(s).
(II) Reverse engineer, decompile, translate, or disassemble any part of the Image(s).
(III) Copy or reproduce the Image(s), except as specifically provided for herein.
(IV) Remove any copyright, trademark or watermark from any place where it appears on the Image(s).
(V) Display the Image(s) in any digital format or for any digital use at a resolution greater than 72 dpi, except in editorial or preliminary design work. Doing so will be viewed as an attempt to distribute the Image(s) in violation of this Agreement.
(VI) Use the Image(s), or any part of the Image(s), as part of a trademark, service mark, or logo. Jupiterimages or its licensors retain the full rights to the Image(s), and therefore you cannot establish your own rights.
(VII) Use the Image(s) to compete with Jupiterimages. Jupiterimages is in the business of licensing images to its customers. It is the specific intent of this provision to prohibit you from using the Image(s) to enter, either directly or indirectly, a similar or competing business.
(VIII) Use the Image(s) in a product or service whereby the Image(s) can be used apart from a product or service.
(IX) Use the Images(s) in any downloadable format intended for multiple distribution including, without limitation, templates, Web site templates, software products, e-greetings, etc. Contact templatelicense@jupiterimages.com to find out about a special license for such use.
(X) Use the Image(s) in any way that could be considered defamatory, pornographic, libelous, immoral, obscene or fraudulent, or illegal, either by making physical changes to it, in the juxtaposition to accompanying text or images, or otherwise.
(XI) Without advance written consent from Jupiterimages and any model in such Image(s), use Image(s) that include people as part of any sensitive subject matters, as determined by Jupiterimages, see Website FAQs for examples. Sensitive subject use pertains to both commercial and editorial uses. Availability of model releases does not grant the right to use Image(s) in any sensitive subject matters.
(XII) Use the Image(s) beyond any limitations or restrictions noted on a Jupiterimages Website from which the Image(s) was downloaded.
(XIII) Stockpile, download, or otherwise store Images not used during the subscription term for future use.
(XIV) Resell the Image(s) for use in mobile devices, including but not limited to mobile telephones, handheld game consoles, and PDAs. Such usage is subject to additional licensing fees. Please contact bizdev@jupiterimages.com for information on reseller licenses.
(XV) Download more than one thousand (1,000) Images per day.
3. CONTENT UPDATES:
Certain portions of the Software may be updated from time to time at ONLINE STOREFRONT SOLUTIONS’s sole discretion (“Content Updates”). You shall have the right to obtain Content Updates for any updates ONLINE STOREFRONT SOLUTIONS provides during the term of this License agreement so long as You are current on all applicable license fees, subscription fees, royalties, taxes, etc.. However, ONLINE STOREFRONT SOLUTIONS reserves the right to provide certain customization or other content modules by separate paid subscription License Module. ONLINE STOREFRONT SOLUTIONS reserves the right to designate specified Content Updates as requiring purchase of a separate subscription at any time and without notice to You. This License does not otherwise permit You to obtain or use Content Updates.
4. SECURITY:
There are technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that ONLINE STOREFRONT SOLUTIONS may use these measures to protect ONLINE STOREFRONT SOLUTIONS against software piracy. This Software may contain enforcement technology that limits the ability to access, install or uninstall the Software.
You will hold all passwords in the strictest of confidence. You may not share or disclose any password to any other user or third party other than as specifically provided for herein. If you breach any provision of this section, we shall be entitled to (i) terminate this Agreement immediately, (ii) retain all payments paid pursuant to this Agreement and, (iii) seek any legal or equitable remedies.”
ONLINE STOREFRONT SOLUTIONS and/or Jupiterimages may, in their sole discretion (i) monitor anything You download from their respective web sites, (ii) limit downloads of ClipArt.com Images to a fixed amount of downloads per 24 hour period so as to insure the best possible service to all subscribers, (iii) track any abuse of your username and password, (iv) suspend or terminate your account, without notice, if ONLINE STOREFRONT SOLUTIONS or Jupiterimages believes there is a violation of this Agreement, the website terms and/or any abuse of your username and password.
5. LIMITED WARRANTY:
ONLINE STOREFRONT SOLUTIONS warrants that (i) it has the right to enter into this Agreement and grant the rights hereunder; (ii) the ClipArt.com Images will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of License; and (iii) the ClipArt.com Images provided hereunder, and used as permitted herein, will not infringe any copyright, trademark, moral right, right of privacy or any other intellectual property right of any third party.
Except as stated above, ONLINE STOREFRONT SOLUTIONS does not warrant that the Software will meet Your requirements or that operation of or access to the Software will be uninterrupted or that the Software will be error-free. The software is provided as is and without warranty of any kind.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.
THE WARRANTY STATED ABOVE DOES NOT APPLY TO ANY MODIFICATIONS YOU MAKE TO CLIPART.COM IMAGES OR OTHERWISE TO THE SOFTWARE, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY CLAIMS ARISING OUT OF YOUR MODIFICATION.
6. DISCLAIMER OF DAMAGES:
SOME STATES AND COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE BELOW LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL ONLINE STOREFRONT SOLUTIONS OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO ACCESS OR USE THE SOFTWARE EVEN IF ONLINE STOREFRONT SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL ONLINE STOREFRONT SOLUTIONS’S OR ITS LICENSORS’ LIABILITY EXCEED THE SUBSCRITION FEE PAID BY YOU OR YOUR PURCHASE PRICE PAID FOR THE SOFTWARE FOR THE APPLICABLE CALENDAR YEAR. Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived The disclaimers and limitations set forth above will apply regardless of whether You accept the Software.
7. INDEMNITY:
You agree to indemnify, defend, and hold harmless ONLINE STOREFRONT SOLUTIONS, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with ONLINE STOREFRONT SOLUTIONS from and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys’ fees) asserted against ONLINE STOREFRONT SOLUTIONS arising out of Your use of the Software in any manner except as expressly authorized herein or arising out of Your use of the ClipArt.com Images except as permitted herein or in connection with any breach of any of the terms of this Agreement. The disclaimers of warranties and damages and limitations on liability, and indemnity provisions shall survive termination.
You further agree to indemnify, hold harmless, and defend Jupiterimages, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with it, from and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys’ fees) asserted against Jupiterimages arising out of your use of the ClipArt.com Images except as permitted herein.
Provided that the Image(s) are used only in accordance with this Agreement and you are not otherwise in breach of this Agreement, Jupiterimages shall defend, indemnify and hold you harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney’s fees and authorized costs), arising out of or in connection with any actual or threatened lawsuit, legal proceeding or claim alleging that the ClipArt.com Images, or portion thereof infringes any third party’s intellectual property or privacy rights. The foregoing states Jupiterimages’ entire indemnification obligation under this Agreement and your sole and exclusive remedy for any actual breach of the representations and warranties set forth in Section 5(iii) herein. Jupiterimages shall have no obligation under this Section unless you promptly provide Jupiterimages with written notice of such claim. Jupiterimages shall have no liability or duty to indemnify if the claims, liabilities, costs, damages, or expenses result from: (i) the modification or alteration of the Images by anyone other than Jupiterimages or (ii) the combination of the Images with any other text or graphic material, whether in printed or electronic format, to the extent that such any claims would not have arisen had such modification or combination not been made.
At the indemnifying party’s option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought.
8. YOUR WARRANTIES:
You represent, warrant and covenant that:
(I) You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of you and/or your company, employer or principal;
(II) You do not reside in any country to which export of US products are prohibited or restricted and you may not ship, transfer or export the Software or any of the ClipArt.com Images into any country or use any portion thereof in any manner prohibited by any laws, restrictions or regulations;
(III) You will not use the Software or any of the ClipArt.com Image(s) in any way that is not permitted by this License;
(IV) Your use of the Software or any of the ClipArt.com Image(s) will not violate any applicable law or regulation of any country, state, or other governmental entity;
(V) The information that you provide under this Agreement is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary;
(VI) You are solely responsible for determining whether your use of any ClipArt.com Image(s) requires the consent of any other party or the license of any additional rights. If you are unsure whether additional rights are needed for your use of the Images, you are responsible for consulting with competent legal counsel; and
(VII) If you are acting as an agent, you must inform your client/principal of the terms of this License.
9. TERM & TERMINATION
This License Agreement is effective upon execution and shall continue for a subscription period of one year, such subscription period to automatically renew for successive one year subscription periods until it is terminated.
(I) This License Agreement will terminate automatically, without notice to YOU, if you fail to comply with any provision of this License Agreement.
(II) You can terminate this Agreement by destroying any copies of the Software, any copies of the Image(s), along with any copies or archives, any CD-ROM or accompanying materials (if applicable), and ceasing all use of the Software and Image(s) for any purpose. Such termination may not effect payment obligations.
(III) This Agreement may be terminated at the end of your subscription plan by serving written notice upon ONLINE STOREFRONT SOLUTIONS within 30 prior to expiration.
Upon termination of this Agreement for any reason, you agree to (i) destroy all copies and archives of the Software and Image(s), (ii) cease using the Software and Image(s) for any purpose, and (iii) confirm to in writing that you have complied with these requirements. Your right to use Image(s) shall immediately, and automatically, terminate upon the termination of this Agreement for any reason, provided, however, that after termination you may continue to use any Image(s) incorporated into a product or service during the term in the same product or service in accordance with the terms of this Agreement. Your obligations upon termination shall survive termination along with Sections 1, 2, 3, 4, 5, 6, 7, 8, 10, 11, and 12.
10. SUBSCRIPTION PLANS AND PAYMENT TERMS
The Software is offered on a monthly subscription basis. The current Subscription Plans are as follows unless otherwise agreed to by the parties:
GOLD: Initial Set Up Fee of $2,995.00 plus monthly Subscription Fee of $299.95 per month
SILVER: Initial Set Up Fee of $1,995.00 plus monthly subscription fee of $149.95 per month
BRONZE: Initial Set Up Fee of $995.00 plus monthly subscription fee of $59.95 per month
Unless otherwise agreed to by the parties, the Initial Set Up fee is due immediately upon execution of this Agreement, the first month’s Subscription Fee is due 5 business days after execution of this Agreement, and all subsequent monthly Subscription Fees shall be due on or before the 15th of each month.
Prices for the Subscription Plans are subject to change. ONLINE STOREFRONT SOLUTIONS reserves the right to increase fees each year effective January 1. You agree to pay all Subscription and Set Up Fees, and no rights are granted under this Agreement until all payments are made in full. ONLINE STOREFRONT SOLUTIONS reserves the right to deny or restrict Your access to the Software until full payment is received. A service charge of one percent (1%) per month, or the amount allowed by law, will be charged on any balance more than 30 days overdue. Any claims for adjustments must be made to ONLINE STOREFRONT SOLUTIONS within five (5) days of billing. You shall be liable for all past due amounts, interest and costs of collection, including attorneys’ fees. You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or your use of the Software, pursuant to this Agreement. All payment obligations shall survive termination.
11. ASSIGNMENT
You may assign this Agreement with the prior, express, written consent of ONLINE STOREFRONT SOLUTIONS, which shall not be unreasonably withheld; provided that You neither made nor retain any copies of the Software and the transferee agrees to the terms of this License. ONLINE STOREFRONT SOLUTIONS may freely assign its rights and obligations under this Agreement. Any assignment permitted herein shall be binding upon and shall inure to the benefit of the assignee party’s heirs, assigns, and successors.
12. CONFIDENTIAL INFORMATION
Each of the parties hereto agrees to keep confidential any and all information with respect to the other party, including without limitation, information relating to data, technology, business, financial affairs, and operations of the other party (“Confidential Information”) which it has received or may in the future receive in connection with this Agreement which is not otherwise available to the general public without restriction. Notwithstanding the foregoing, each of the parties shall be entitled to disclose such Confidential Information (i) to its agents, employees or representatives who have a need to know such Confidential Information for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, or (ii) to the extent required by applicable law, or (iii) during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement provided that the party wishing or required to disclose such Confidential Information shall give the other reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. Confidential Information shall not include that information defined as Confidential Information above which the receiving party can establish (i) was in the possession of the receiving party at the time of disclosure; (ii) prior to or after the time of disclosure became part of the public domain without the act or omission of the party to whom it was disclosed; (iii) was disclosed to the receiving party by a third party under no legal obligation to maintain the confidentiality of such information; or (iv) was independently developed by the receiving party without the use of Confidential Information.
The parties expressly agree that Your sales and customer information disclosed to ONLINE STOREFRONT SOLUTIONS pursuant to this Agreement shall be deemed Your Confidential Information. ONLINE STOREFRONT SOLUTIONS further agrees not to use Your customer information to contact Your customers for purposes of directly competing with you. Nothing in this Agreement, however, prevents ONLINE STOREFRONT SOLUTIONS from doing business with Your customers in the event they contact ONLINE STOREFRONT SOLUTIONS.
All confidentiality provisions shall survive termination.
13. EXPORT REGULATION:
The Software and its related documentation, including technical data, may not be exported or re-exported in violation of the U.S. Export Administration Act, its implementing laws and regulations, the laws and regulations of other U.S. agencies, or the export and import laws of the jurisdiction in which the Software was obtained. Export to any individual, entity, or country specifically designated by applicable law is strictly prohibited.
14. GENERAL:
This Agreement shall be construed in accordance with and shall be governed by the laws of the Commonwealth of Kentucky, without reference to or application of conflicts of law principles. Any litigation related to the enforcement of this Agreement shall be brought in the state or federal courts of the Commonwealth of Kentucky located in Louisville, Kentucky, to which You consent to jurisdiction and venue. If any action is brought to enforce the provisions of this Agreement, the prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees.
This Agreement and any related License Module is the entire agreement between You and ONLINE STOREFRONT SOLUTIONS relating to the Software and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communications between the parties.
If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent to make it enforceable, consistent with the parties’ intent.
This Agreement may only be modified by a License Module that references this License or by a written document that has been signed by both You and ONLINE STOREFRONT SOLUTIONS.
No action of ONLINE STOREFRONT SOLUTIONS or Jupiterimages, other than an express written, signed waiver may be construed as a waiver of any part of this Agreement, and no employee of ONLINE STOREFRONT SOLUTIONS or Jupiterimages is authorized to make an oral waiver. In the event of any waiver of a specific part of the Agreement, it shall not constitute waiver of any other part.
You have any questions concerning this Agreement, or if You desire to contact ONLINE STOREFRONT SOLUTIONS for any reason, please write to: ONLINE STOREFRONT SOLUTIONS Customer Service, 4414 Louisville Ave., Louisville, KY 40209, U.S.A., or contact ONLINE STOREFRONT SOLUTIONS via email at terri@ossdesigner.com.
|
