Pye Brook Company, Inc. License Terms and Conditions
Preamble: This Agreement governs the relationship between LICENSEE, a duly registered company, (hereinafter: Licensee) and Pye Brook Company, Inc., a duly registered company in MA, United States whose principal place of business Topsfield, MA, United States (Hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on purchasing and/or using any product or service offered by Licensor and (hereinafter: The Product) created and owned by Licensor, as detailed herein.
Effective Date: This Agreement is effective as of the receipt by any means (digital download, email, or physical shipment of The Product.
License Grant: Licensor hereby grants Licensee an individual, Non-assignable and non-transferable, Commercial, Royalty free Non-exclusive License to use Software. Only the rights explicitly granted in by the License are allowed, all other rights are retained by the Licensor.
Rights Granted: Licensee may use Software for the purpose of:
Running Software on Licensee’s Website, Server or Mobile Device; Number if installations is as specified at time of Licensor purchase of Software.
Using Software output for the purposes it is intended and providing that software output to others as appropriate;
Publishing Software’s output to Licensee and 3rd Parties;
Modify Software to suit Licensee’s needs and specifications.
Creating, but not distributing, derivative works from software.
Non Assignable and Non-Transferable: Licensee may not assign or transfer his rights and duties under this license. However, Licensee is permitted to install software on behalf of one client on client’s Website and Server providing that Licensee’s client agrees with this agreement and it’s the terms and conditions.
Commercial, Royalty Free: Licensee may use Software for any purpose, including paid-services, without any royalties
Including the Right to Create Derivative Works: Licensee may create derivative works based on Software, including amending 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.
Other Rights, RIghts not explicitly granted: Licensor reserves all other rights.
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 :
distributes this software in violation; or
became insolvent or otherwise entered into any liquidation process; or
exported The Product to any jurisdiction where licensor may not enforce his rights under this agreements in; or
Licensee was in breach of any of this agreement’s terms and conditions and such breach was not cured, immediately upon notification; or
Licensee in breach of any of the terms of clause License Grant to this license; or
Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.
Payment: In consideration of the License granted under clause License Grant, Licensee shall pay Licensor a fee, via Credit-Card, PayPal or any other mean which Licensor may deem adequate. Failure to perform payment shall construe as material breach of this Agreement.
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 Product 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.
Upgrades: for the purpose of this license, an Upgrade shall be a material amendment in The Product, which contains new features and or major performance improvements and shall be marked as a new version number. For example, should Licensee purchase The Product under version 1.X.X, an upgrade shall commence under number 2.0.0.
Updates: for the purpose of this license, an update shall be a minor amendment in The Product, which may contain new features or minor improvements and shall be marked as a new sub-version number. For example, should Licensee purchase The Product under version 1.1.X, an upgrade shall commence under number 1.2.0.
Fix: for the purpose of this license, a fix shall be a minor amendment in The Product, intended to remove bugs or alter minor features which impair the The Product's functionality. A fix shall be marked as a new sub-sub-version number. For example, should Licensee purchase Software under version 1.1.1, an upgrade shall commence under number 1.1.2.
Support: Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in The Product.
Bug Notification: Licensee may provide Licensor of details regarding any bug, defect or failure in The Product promptly and with no delay from such event; Licensee shall comply with Licensor's request for information regarding bugs, defects or failures and furnish him with information, screenshots and try to reproduce such bugs, defects or failures.
Feature Request: Licensee may request additional features in Software, provided, however, that (i) Licensee shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) Licensee developed, envisioned or created the feature solely by himself.
Liability: To the extent permitted under Law, The Product 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 Licensee as a result of Software’s actions, failure, bugs and/or any other interaction between The Product and Licensee’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 Product or using The Product’s source code.
Limitation of Liability: In any event, Licensor total aggregate liability to Licensee for all damages of every kind and type (regardless of whether based in contract or tort) shall not exceed the purchase price of the product.
Intellectual Property: Licensor hereby warrants that The Product 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: The Product is provided without any warranty; Licensor hereby disclaims any warranty that The Product 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 Product on License’s Server[s] and Website[s].
Prior Inspection: Licensee hereby states that prior to using The Product, Licensee inspected The Product 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 Product 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 Product's incompatibility, performance, results and features, and warrants that Licensee inspected the The Product.
No Refunds: Licensee warrants that Licensee inspected The Product according to Warranty clause paragraph (c) and that it is adequate to his needs. Accordingly, as The Product is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if The Product contains material flaws.
Indemnification: Licensee agrees to defend, indemnify and hold harmless Licensor, and any of its directors, officers, employees, affiliates and agents, from and against any and all claims, losses, damages, liabilities and other expenses (including reasonable attorneys’ fees), arising from use of The Product.
Governing Law, Jurisdiction: This Agreement shall be governed, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts, Unites States of America, without regard to its conflict of laws rules.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.