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Sales-n-Stats Software license agreement

Copyright © 2004-2008 Creative Development LLC <info@cdev.ru> All rights reserved.

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THIS AGREEMENT EXPRESSES THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THIS SOFTWARE PROGRAM AND ASSOCIATED DOCUMENTATION THAT CREATIVE DEVELOPMENT, LLC REGISTERED IN ULYANOVSK, RUSSIAN FEDERATION (hereinafter referred to as "THE AUTHOR") IS FURNISHING OR MAKING AVAILABLE TO YOU WITH THIS AGREEMENT (COLLECTIVELY, THE "SOFTWARE"). PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AND YOUR COMPANY (COLLECTIVELY, "YOU") ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE. VARIOUS COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY RIGHTS PROTECT THE SOFTWARE. THIS AGREEMENT IS A LICENSE AGREEMENT THAT GIVES YOU LIMITED RIGHTS TO USE THE SOFTWARE AND NOT AN AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE. THE AUTHOR RETAINS ALL RIGHTS NOT EXPRESSLY GRANTED BY THIS AGREEMENT. The author forbids, under any circumstances, the unauthorized reproduction of the Software or use of illegally obtained software. Making illegal copies of the Software is prohibited. Individuals who violate copyright law and software licensing agreements may be subject to criminal or civil action by the owner of the copyright.

1. LICENSE GRANT

Upon the terms and conditions of this Agreement, the Author grants to you a nonexclusive, nontransferable license, without right of sublicense, to install and use the Software. The Software is licensed solely in object code format. This license allows you to install the Software to (i) monitor online visitors activity at your website (ii) provide live communication services for your visitors (iii) provide consultations, technical support and other customer services (iv) analyze the traffic and related activity on a website (v) collect and process data provided by visitors according to the privacy policy published at your website.

2. PROPERTY RIGHTS AND RESTRICTIONS

2.1 Ownership. The Software and all modifications or enhancements to the Software and all copyrights, patents, trade secrets, trademarks and other intellectual property rights protecting or pertaining to any aspect of the Software or any modification, enhancement are and shall remain the sole and exclusive property of the Author. This Agreement does not convey title or ownership to you but instead gives you only the limited rights set forth in this Agreement.

2.2 Limited Rights. Pursuant to this Agreement, you may: a) install and use one copy of the Software (one copy of Data Center and Data Collector for the Enterprise edition) for the purposes described in section 1; b) merge the Software with your website and third party programs using URL patterns, documented API, scripting language and other integration tools built in the Software; c) transfer the Software and license to another party if the other party agrees to accept the terms and conditions of this Agreement. You must provide the Author with the exact URL (Uniform Resource Locator) to the location of web based part of the Software (Data Collector script). Except as expressly set forth in this Agreement, you have no right to use, make, sublicense, modify, transfer or copy either the original or any copies of the Software or to permit anyone else to do so.

2.3 Restrictions. You may not remove, disable, modify, or tamper with any copyright, trademark or other proprietary notices and legends contained within the Software. You may not tamper with, alter, or use the Software in a way that disables, circumvents, or otherwise defeats its built-in licensing verification and enforcement capabilities. You may not reverse engineer, decompile, or disassemble the Software except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

2.4 Confidentiality. The Software contains valuable trade secrets and proprietary information belonging to Author. You shall keep this information secret and confidential. You may not distribute, disclose, or disseminate in any way or form the Software and any other contents of the Software distribution package to any third party. You must impose the same obligation on your personnel, consultants and independent contractors.

3. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

We warrant that the Software will substantially operate as described in the applicable program documentation for 1 year after you download/copy it to install on your website. If ordered, technical support can be provided based on the current policies for the applicable services ordered. This Software is provided "as is" and these warranties do not guarantee that the Software will perform error-free or uninterrupted, or that we will correct all program errors. These warranties are exclusive and take the place of all other express or implied warranties or conditions including warranties or conditions of merchantability, satisfactory quality, and fitness for a particular purpose. If we cannot substantially correct a breach of our warranties, in a commercially reasonable manner, you may end your program license and recover the license fees or technical support fees paid to us under this license agreement, as applicable. This is your exclusive remedy.

4. LIMITATION OF LIABILITY

Neither party shall be liable for any indirect, incidental, special, punitive, or consequential damages, or any loss of profits, revenue, data, or data use. Our maximum liability for any damages whether in contract or tort will not exceed the fees which you have paid to us or are payable to us for this order, and if such damages result from your use of the Software or technical support, the liability shall be limited to the fees paid or payable for the Software or technical support.

5. TERM

The license is effective until terminated. You may terminate it at any other time by deleting the Software together with all copies, modifications and merged portions in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement. You agree upon such termination to delete the Software together with all copies, modifications and merged portions in any form.

6. GENERAL

If any provision of this Agreement is declared void or unenforceable by any judicial authority, this shall not nullify the remaining provisions of the Agreement which shall remain in full force and effect. You may not sublicense, assign or transfer the license or the Software except as expressly provided in this Agreement. Any attempt to otherwise sublicense, assign or transfer any of the rights, duties or obligations hereunder is null and void. This Agreement is governed by English law. Any dispute arising out or in connection with this agreement including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration ("LCIA") which Rules are deemed to be incorporated by reference into this clause. The place of arbitration shall be London, England.

The Initial Developer of the Original Code is Creative Development LLC.
Portions created by Creative Development LCC are copyright © 2004-2008 Creative Development LLC. All Rights Reserved.