WILL BONTRAGER SOFTWARE, LLC
SOFTWARE LICENSE AGREEMENT
Will Bontrager Software, LLC, an Indiana limited liability company, ("Bontrager")
licenses Licensee to use the computer program(s) to which this license agreement
("Agreement") is attached (the "Software"), and related user documentation, subject
to the following terms and conditions:
1. Scope of License. This license covers the Software, its user documentation, and
any related computer programs, documentation and information provided by
Bontrager. Nothing in this Agreement will be deemed to grant Licensee any
proprietary rights in the computer program(s) or in any other work embodied in the
software or related materials supplied to Licensee by Bontrager.
2. License. Bontrager grants Licensee a nonexclusive, nontransferable license to
use the Software on a single internet server for the domain name for which it was
purchased. Licensee will not:
(a) Copy. Make any copies of any computer program contained in the Software
except for back up or for archival purposes, and will not make any copies of all or
any part of the user documentation, except for Licensee's own use. To every copy
of the Software (whether in whole or in part) made by Licensee for the purposes set
forth above, Licensee shall retain the same copyright or other proprietary rights
notice as was originally affixed to the Software when delivered by Bontrager.
(b) Disseminate. Provide or disseminate all or any part of the Software to any other
person, except in accordance with Paragraph 5 below. Licensee will safeguard the
Software and related user documentation with a reasonable degree of care, using
procedures designed to protect the trade secrets and proprietary information of
Bontrager, so that no unauthorized use is made of them and no disclosure of any
part of their contents is made to anyone other than Licensee and any employees,
agents or consultants of Licensee whose duties reasonably require such disclosure.
(c) Reverse Engineer. Attempt to reverse engineer the Software. Licensee may
modify the Software for Licensee's own use.
3. Term and Termination. The license granted under this Agreement will continue
in force until terminated, as set forth herein. If Licensee fails to pay any monies or
provide any services due in connection with the Software, or violates any term or
condition of this Agreement, Bontrager or its agent may terminate this License
immediately by giving notice of termination to Licensee. Licensee is responsible
for providing valid contact information to Bontrager. If no valid contact
information is available for Licensee in Bontrager's records, Bontrager is not
required to give notice of termination to Licensee. Licensee also may terminate this
License voluntarily by giving notice of termination to Bontrager and destroying or
returning to Bontrager all copies of all or any part of the Software and related user
documentation in Licensee's possession or under Licensee's control.
4. Effect of Termination. Immediately upon termination, Licensee will destroy or
return to Bontrager all copies of all or any part of the Software in Licensee's
possession or under Licensee's control. Licensee will have no right to keep or use
any copy of the Software and related user documentation for any purpose after
termination of this Agreement.
5. Transfer of Software. Licensee shall not have the right to transfer this Software
license, without the prior written consent of Bontrager.
6. Installation. If Licensee requests installation services with respect to the
Software, Bontrager will use its best efforts to install the Software on Licensee's
server. Due to factors outside of Bontrager's control, including but not limited to
server configuration and file availability, successful installation of the Software is
not guaranteed. Bontrager will not be responsible for any losses or damages
suffered by Licensee as a result of the installation or attempted installation of the
Software.
7. Confidentiality. The parties to this Agreement will take all reasonable steps to
ensure that any material or information identified by either party to be confidential
("Confidential Information"), which the other party has possession or knowledge of
in connection with this Agreement, will not be disclosed to others, in whole or in
part, without the prior written permission of the other party. Neither party will
have the obligation to maintain the confidentiality of any data or information which
(i) was in the receiving party's lawful possession prior to receipt from the other
party, (ii) is later lawfully obtained by the receiving party from a third party having
no obligation of secrecy to the other party, (iii) is available to the public through no
act or failure of the receiving party, (iv) is readily available in the public domain, or
(v) is independently developed by the receiving party. The receiving party will
immediately return or destroy any or all Confidential Information that has been
provided to it by the other party, upon the other party's request.
8. Software Warranty. Bontrager warrants the Software to conform to the
description of its function and performance. In the event that the Software does not
perform in accordance with this warranty, Bontrager agrees to repair or fix any
non-conformity free of charge, or to refund any amount paid by Licensee for the
Software. Software that does not perform in accordance with its description due to
one or more of the following causes will not be covered by this warranty: (i) The
code or related files are changed by anyone other than Bontrager, or (ii) if the
Software is custom Software developed for Licensee, the custom Software is
installed by anyone other than Bontrager.
9. Refunds. In the event that Bontrager refunds any amounts paid by Licensee for
the Software, pursuant to Paragraph 8 above, Licensee understands and agrees that
this Agreement and the Software license are terminated, and Bontrager will
withdraw all Software, code and related documentation provided under this
Agreement. Upon receipt of such refund, Licensee agrees that it will no longer use,
display or otherwise control the Software, code or related documentation for which
the refund was issued.
10. DISCLAIMER OF WARRANTY FOR SOFTWARE . EXCEPT FOR THE
EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, BONTRAGER
DISCLAIMS ALL IMPLIED WARRANTIES FOR THE SOFTWARE,
INCLUDING WARRANTIES OF MECHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. BONTRAGER MAKES NO REPRESENTATIONS
CONCERNING THE QUALITY OF THE SOFTWARE AND DOES NOT
PROMISE THAT THE SOFTWARE WILL BE ERROR FREE OR WILL
OPERATE WITHOUT INTERRUPTION.
11. LIMITATION OF LIABILITY. IN NO EVENT WILL BONTRAGER BE
LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF THE USE OF
THE SOFTWARE BY ANY PERSON, REGARDLESS OF WHETHER
BONTRAGER IS INFORMED OF THE POSSIBILITY OF DAMAGES IN
ADVANCE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION,
INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY,
BONTRAGER'S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION
AND OTHER TORTS.
12. Ownership of Software. Bontrager has and will retain all ownership rights in
the Software, including all patent rights, copyrights, trade secrets, trademarks,
service marks, related goodwill and confidential and proprietary information.
Licensee will have no rights in the Software except as explicitly stated in this
Agreement.
13. Assignment and Delegation. Licensee may not assign this Agreement or any
rights under it and may not delegate any duties under this Agreement without
Bontrager's prior written consent. Any attempt to assign or delegate without that
consent will be void.
14. General: This Agreement constitutes the entire understanding between
Bontrager and Licensee with respect to subject matter hereof. Any change to this
Agreement must be in writing, signed by Bontrager and Licensee. Terms and
conditions set forth in any purchase order which differ from, conflict with, or are
not included in this Agreement, shall not become part of this Agreement unless
specifically accepted by Bontrager in writing. Licensee shall be responsible for and
shall pay, and shall reimburse Bontrager on request if Bontrager is required to pay,
any sales, use, value added (VAT), consumption or other tax (excluding any tax that
is based on Bontrager's net income), assessment, duty, tariff, or other fee or charge
of any kind or nature that is levied or imposed by any governmental authority on
the Software.
LICENSEE HAS READ THIS AGREEMENT AND UNDERSTANDS AND
AGREES TO ALL OF ITS TERMS AND CONDITIONS.
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