EXCEL COMMERCE SOLUTION LLC SOFTWARE LICENSE AGREEMENT
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY. By installing, copying, or otherwise using the software (“Software”), you (“Licensee”) agree to be legally bound by the terms of this License Agreement. If you do not accept these terms, you must not install, use, or distribute the Software.
1. GRANT OF LICENSE:
Excel Commerce Solution LLC (“Licensor”) grants the Licensee a limited, non-exclusive, non-transferable right to use the Software on a single website or platform, subject to the terms and conditions set forth in this Agreement.
2. LICENSE RESTRICTIONS:
a. Licensee shall not sublicense, distribute, resell, lease, or license the Software to any third party.
b. Licensee shall not modify, reverse engineer, decompile, or disassemble the Software, except as expressly permitted by applicable law without the possibility of contractual waiver.
c. Licensee shall not remove, obscure, or alter any copyright notices, trademarks, or other proprietary rights notices affixed to or contained within the Software.
3. INTELLECTUAL PROPERTY:
All rights, titles, and interests in and to the Software, including but not limited to copyrights, patents, trademarks, and trade secrets, are owned by the Licensor. This Agreement does not transfer any ownership rights to the Licensee.
4. UPDATES & SUPPORT:
Licensor may provide updates, patches, or upgrades to the Software at its discretion. Any such updates will be subject to the terms of this Agreement unless provided under separate terms.
5. TERMINATION:
This license is effective until terminated. Licensor reserves the right to terminate this license immediately if the Licensee breaches any term of this Agreement. Upon termination, the Licensee must cease all use of the Software and destroy all copies.
6. DISCLAIMER OF WARRANTIES:
The Software is provided “as is” and without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
7. LIMITATION OF LIABILITY:
To the fullest extent permitted by applicable law, Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) the use or inability to use the Software; (b) unauthorized access to or use of the Software; or (c) any other matter relating to the Software.
8. GOVERNING LAW & JURISDICTION:
This Agreement is governed by the laws of the United States of America, without regard to its conflict of laws principles. Any disputes arising from this Agreement shall be resolved in the federal or state courts located within the United States of America.
9. ENTIRE AGREEMENT:
This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the parties regarding the subject matter contained herein.