Software License Terms
Subject to the terms and conditions ("Terms") of this agreement (“Agreement”), you are granted a limited, non-transferable, nonexclusive license to use SMART PRODUCT (‘SOFTWARE”). For the purpose of this Agreement, ‘SMART BUSINESS’ LLC, a company registered and acting in accordance with the Law of Ukraine (hereinafter – “Company”) is the only one owner of the proprietary rights and intellectual property rights for SOFTWARE. The following Terms and Conditions govern the use of the SOFTWARE. By buying and/or downloading SOFTWARE, you expressly agree to be bound by these Terms and refrain from actions set forth in this Agreement. The Company permits you to use the SOFTWARE for single user use only upon the terms and subject to the conditions contained herein.
1. Limited License Permitted Use. You are granted personal, non-transferable and nonexclusive rights to use SOFTWARE solely for its functional purposes, in strict accordance with these Terms. SOFTWARE is available via downloading of it to your device.
(a) Your use of the SOFTWARE will comply with all applicable state, local and foreign laws, statues, rules and regulations.
The Company reserves the right to change, modify or otherwise alter these Terms at any time at Company’s sole discretion. Any and all modifications shall become effective immediately once posted. You acknowledge you are responsible to keep yourself apprised of any changes and updates to this agreement.
1.1 Limitations on Use.
(a) Unless specifically authorized in advance and in writing by the Company, you will not modify, lease, rent, loan, redistribute, sublease, sublicense or create derivative works from the SOFTWARE, you will not share, sell, transfer or otherwise make the SOFTWARE available to any third person or entity and you will use your best efforts to prevent the misuse or unauthorized use of the SOFTWARE by any third person or entity.
(b) You will not name or refer to SOFTWARE or your use of the SOFTWARE in any of your advertisements or promotional or marketing materials without prior written permission from the Company.
(c) Without the Company's written permission, you shall not transfer the SOFTWARE to the third parties in temporary or constant usage.
(d) Without the Company's written permission, you shall not duplicate, copy, break or change any built-in security tools of the SOFTWARE for any commercial use, or for any purpose other than as described in these Terms. You acknowledge that the Company owns and retains all proprietary rights to material contained on the SOFTWARE, including trademarks, content, and other proprietary content and you will not create or direct anyone to create a competitive product.
(e) You shall not use the SOFTWARE in any manner that harasses, invades the privacy of or harms a person in any way.
(f) You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy SOFTWARE or the content contained thereon or for any other unauthorized purpose without the Company’s prior expressed written permission. You agree that you will not copy, reproduce, alter or publicly display any content (except for your own personal, non-commercial use) from SOFTWARE without the prior expressed written permission from the Company.
(g) You agree that you shall not use the SOFTWARE in violation of any international, state, or local Law, rule or regulation, whether now existing or enacted in the future, or in any manner that would cause the SOFTWARE to violate any such Laws, rules, or regulations.
(h) Company does not make any claims, approvals or warranties of any kind that the SOFTWARE will meet your business needs.
(i) You are forbidden to make available the Software on a public bulletin board, web site, chat room or by any other unauthorized means.
(q) You are obliged within 14 days after the date of termination or discontinuance of this Agreement for whatever reason, to destroy the Software and all upgrades.
1.2 Violation of the Terms.
1.3. License Fee
To use the SOFTWARE you should buy license and pay License Fee. Unless otherwise specified by the Company, the SOFTWARE is NOT free. The License Fee is specified by the Company and to be paid by you at the time of downloading of the SOFTWARE. Trial versions of the SOFTWARE for defined period may be provided for free unless other is specified on this web site.
(a) The term Company’s SOFTWARE Property means all programs, files, systems, documentation, information, content, graphics, page layouts, service designs, user interfaces utilized or provided by the Company, work product produced by SOFTWARE, and derivate works of any of the foregoing, including, without limitation, any HTML programming performed as part of providing you with SOFTWARE and any other special programs, functionalities, interfaces and other work product, ideas, concepts or techniques which SOFTWARE may develop, use or rely upon in providing the SOFTWARE to you.
(b) All SOFTWARE Property shall be and will remain the property of the Company.
(c) Intellectual Property Rights. All copyright, trademarks and other intellectual property rights subsisting in or used in connection with the SOFTWARE (including but not limited to all images, animations, audio and other identifiable material relating to the SOFTWARE) are and remain the sole property of the Company.
3. Disclaimer of Warranties.
COMPANY DOES NOT PROMISE THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, THAT IT WILL PROVIDE SPECIFIC RESULTS FROM USE, SEARCH, OR LINK ON IT, OR THAT THE INFORMATION ON THE SOFTWARE IS COMPLETE OR ACCURATE. THE COMPANY SHALL NOT BE HELD RESPONSIBLE FOR ANY ERRORS OR OMISSIONS ON THE SOFTWARE. THE SOFTWARE IS DELIVERED ON AN "AS-IS" AND "AS- AVAILABLE" BASIS. THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF SOFTWARE, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, AND PUNITIVE AND CONSEQUENTIAL DAMAGES.
The Company is not responsible for the products, services, actions, or failure to act of any third party in connection with or referenced to SOFTWARE. You acknowledge that SOFTWARE in general is not error-free and agree that the existence of such errors shall not constitute a breach of this Terms. The Company may create new versions of the SOFTWARE (‘upgrades’) which may correct such errors and although the Company has no obligation to notify existing licensees of such upgrades, the upgrades can be created in accordance with Company’s schedule.
Without limiting the generality of the foregoing, the Company disclaims any warranty in relation to:
4. Limitation of Liability.
The Company will not be liable for any claim, demand, loss, liability, damage, injuries, cost or expense (including reasonable attorney's fees and legal costs), whether general, direct, special, incidental, consequential or other damage caused in whole or in part or directly or indirectly by any use or misuse of the SOFTWARE, whether or not any such damages were foreseeable. The Company’s maximum liability will not exceed the amount you paid for SOFTWARE under the Agreement within the 12 months preceding the event that gave rise to Company’s liability.
6. Your Indemnification of Company.
You shall indemnify, defend and hold harmless the Company, its stockholders, directors, officers, employees, independent contractors and agents against any claim, demand, loss, liability, damage, injury cost or expense (including attorneys’ fees and legal costs) which arises, directly or indirectly, out of your act or omission with respect to the SOFTWARE or any violation of the Agreement or any violation of Laws.
You may terminate this Agreement at any time by destroying the SOFTWARE, license or license keys and documentation if such was provided to you. No License Fee is refundable. The Company may terminate this Agreement at any time if you are found in breach of any of these terms.
8. SOFTWARE Access.
In order to use the SOFTWARE, you will be required to pay for the SOFTWARE use (License Fee), register on the website and download the SOFTWARE from this website. By registering, you acknowledge and agree to receive e-mail confirming your registration, notices about your account activity as well as promotional marketing of other Company’s products and services. By having an account with SOFTWARE, you agree to take full responsibility for maintaining the confidentiality of your account user name, password, and all related activity that occurs under your account user name.
9. No Assignment by You.
You may not assign your rights or obligations under this Terms to any other person or entity without the prior written consent of the Company, whether by operation of law or otherwise, and any attempt to do so shall be void.
In the event that any of these terms, conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law and the invalid, unlawful or unenforceable provision shall be replaced by a valid, lawful and enforceable provision that, from its commercial purpose, it comes closed to the invalid, unlawful or unenforceable provision.
11. Governing Law; Jurisdiction.
This Agreement shall be governed by and construed under the Laws of Ukraine without regard for the principles of conflicts of Law of any state. Any litigation or other dispute relating to or arising under the Agreement shall only be brought in the state of registration of the defendant. You agree to submit to the exclusive jurisdiction of those courts and waive any objections to the venue of any such proceeding in those courts.
12. Entire Agreement; Amendment.
This Agreement contains the entire understanding between you and Company and supersedes any prior understandings or agreements, oral or written, relating to the subject matter of the Agreement. The Agreement may only be amended by a document signed by you and Company.