This Software Subscription License Agreement (“Agreement”) is entered into by and between DemoEasel LLC, a Delaware corporation having its principal place of business at 1521 Concord Pike, Suite 301, Wilmington, DE 19803 (“DemoEasel”), and the entity identified as Licensee in the corresponding Invoice (“Licensee”) to provide the terms and conditions under which DemoEasel will license its software products and provide related services to Licensee.
This Agreement is the entire agreement and replaces any other understandings or agreements (whether oral or written) between regarding the licensing and provision of DemoEasel’s products and services to Licensee. This Agreement is effective on the (“Effective Date”) and remains in effect for an initial one-year period (“Initial Term”) and for successive one-year periods after the Initial Term. However, either party can provide the other with written notice of its intent not to renew at least 60 days before the end of the then-current term (“Term”).
LICENSE GRANT AND RESTRICTIONS. Subject to the terms and conditions of this Agreement, including the payment of the applicable subscription fees, DemoEasel grants a personal, limited, non-exclusive, non-transferable license to each named user (User), during the term of the subscription to use the Software.
In addition to the DemoEasel software, the term Software includes any other programs, tools, internet-based services, components and any updates (for example, Software maintenance, service information, help content, bug fixes, or maintenance releases etc.) of the Software that DemoEasel provides or makes available.
The Software is licensed, not sold and payments are due yearly starting on the Effective Date. The Software is and remains the property of DemoEasel. The Software is copyrighted by DemoEasel and contains Trade Secrets developed and exclusively owned by DemoEasel. All concepts implemented herein remain the intellectual property of DemoEasel with all rights reserved. Use by any party other than Licensee constitutes a breach of contract and will be subject to prosecution for Copyright Infringement and other applicable criminal and civil damages. Any attempt to duplicate the functionality or reverse-engineer any part of the Software constitutes a breach of contract and invalidates all rights to use of the Software and will be subject to prosecution for all Applicable Infringements. The Software is provided 'AS-IS' and without warranty.
The User of the Software bears the entire risk relating to the quality and performance of the Software as well as the accuracy and validity of all content created using this software. Further, the User of this software bears the entire responsibility to adhere to any applicable Copyright Law, Trademark Law, Patent Law or any other applicable restriction(s) on reproduction of content, including, but not limited to software User Interfaces.
DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE, SERVICES, AND ANY CONTENT ACCESSIBLE THROUGH THE SOFTWARE ARE PROVIDED "AS-IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEMOEASEL, ITS AFFILIATES, LICENSORS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, DEALERS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL GUARANTEES AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SOFTWARE, SERVICES, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, AND NON-INFRINGEMENT. DEMOEASEL DOES NOT WARRANT THAT THE SOFTWARE IS SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS, OR THAT THE SOFTWARE WILL MEET REQUIREMENTS OF THE LICENSEE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SOFTWARE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS, AND LICENSEE MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
LIMITATION OF LIABILITY AND DAMAGES. THE ENTIRE CUMULATIVE LIABILITY OF DEMOEASEL, ITS SUPPLIERS, AND SERVICES PROVIDERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEMOEASEL, ITS SUPPLIERS, AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR ANY DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, THE LOSS, CORRUPTION OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF LICENSEE, ITS SUPPLIERS, SERVICE PROVIDERS, OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE LIMITATION AND/OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO LICENSEE.
EFFECTIVE DATE. The Effective Date is determined by when Licensee receives the initial license keys from DemoEasel. If additional licenses are bought during the Initial Term or Term, those licenses will be pro-rated to the Effective Date.
AMENDMENT. DemoEasel shall have the right, to change or add to the terms of its Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of Software and Services upon notice by any means DemoEasel determines in its discretion to be reasonable, including posting information concerning any such change, addition, deletion, discontinuance or conditions in Software or on any DemoEasel-sponsored web site. Any use of the Software by you after DemoEasel's publication of any such changes shall constitute your acceptance of this Agreement as modified.
TERMINATION. Your rights under this Agreement may be terminated or suspended by DemoEasel immediately and without notice if you or any of your authorized users fail to comply with any term or condition of this Agreement. Upon termination, you must immediately cease using the Software and Services. Any termination of this Agreement shall not affect DemoEasel’s rights hereunder.
ASSIGNMENT. This Agreement is binding upon and is for the benefit of the parties, their permitted successors and permitted assigns. Licensee may not transfer, sublicense or otherwise assign this Agreement or any of its rights or obligations under this Agreement, by operation of law or otherwise, without DemoEasel’s prior written consent, which consent will not be unreasonably withheld. Any attempted transfer, sublicense or assignment by Licensee in violation of this Section shall be null and void. DemoEasel may assign, transfer and/or delegate this Agreement and any or all of its rights and obligations under this Agreement without Licensee’s consent.
MISCELLANEOUS. Except as expressly set forth in this Agreement, this Agreement is a complete statement of the agreement between Licensee and DemoEasel and sets forth the entire liability of DemoEasel, its Suppliers, and service providers, and Licensee’s exclusive remedy with respect to the Software, and its use. Any waiver of the terms herein by DemoEasel must be in a writing signed by an authorized officer of DemoEasel and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by California law as applied to agreements entered into and to be performed entirely within Santa Clara County, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word including means including but not limited to. This Agreement does not limit any rights that DemoEasel may have under trade secret, copyright, patent or other laws.