eDirectory Source License Agreement
This Software License Agreement (this "Agreement") is between you (either an individual or an entity, referred to hereinafter as "you" or "your") and Arca Solutions, Inc., a Delaware corporation with offices at 7138 Little River Turnpike #1825, Annandale VA, 22003 (hereinafter "ARCA.).
Grant of License. Subject to the terms and conditions of this Agreement, ARCA grants to you a limited, non-exclusive, worldwide license to install, download and use a single instance of the Software on a single website server ("License") through a single installation. Each License may run one instance of the Software on one domain. Any modification of the Software intended to circumvent the foregoing is prohibited and will result in revocation of the License. If you are the original licensee of the Software, you may make a one-time, permanent transfer of your license rights in the Software to a third party ("Subsequent Licensee") provided that three (3) conditions are met. The conditions are:
- you do not keep a copy of the Software for yourself,
- the Subsequent Licensee agrees to the terms of this Agreement and the License, and
- the Subsequent Licensee agrees to assume your license rights in the Software.
- Restrictions. You may not give copies to another person, or duplicate the Software by any other means, including electronic transmission. You may make copies of the Software in machine-readable form for backup purposes only; provided that the backup copies must include all copyright or other proprietary notices contained on the original. You may not rent, sublicense, assign, lease, loan, resell for profit, distribute, publish or network the Software or related materials or create derivative works based upon the Software or any part thereof. You may not use the Software to engage in or allow others to engage in any illegal activity where the Software is accessed and used. You may not use the Software to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties.
- Ownership Rights. The Software is licensed to you by ARCA for use only under the terms and conditions of the License. ARCA reserves all rights not granted to you. The Software in its entirety is protected by U.S. and international copyright laws and treaty provisions. ARCA owns and retains all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks, service marks and other intellectual property rights therein. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement. All copies of the Software made hereunder must contain the same proprietary notices that appear on and in the Software, including all Software copyright notices embedded in any design template which must remain unaltered from the original and visible at all times.
- Termination. The License for the Software is effective until terminated. You may terminate the License at any time by uninstalling the Software and destroying all copies of the Software in any media. This Agreement may be terminated by ARCA immediately and without notice if you fail to comply with any term or condition of the License or this Agreement. Upon such termination, you must immediately cease using the Software, and destroy all complete and partial copies of the Software.
- Refunds. We have a no refund policy on all of our software applications and bundles. This policy allows us to help fight fraudulent activity. Free, fully functional trial versions for all of our software are available online, on edirectory.com.
- DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARCA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE AND ANY RELATED MATERIALS, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. ARCA DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS SECURE, OR IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE THROUGH THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARCA, AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ARCA, OR ITS REPRESENTATIVES OR AFFILIATES 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. ARCA.S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE PURCHASE PRICE AMOUNT PAID BY YOU FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF THE DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARCA AND YOU; ARCA WOULD NOT HAVE BEEN ABLE TO PROVIDE THE SOFTWARE TO YOU WITHOUT SUCH LIMITATIONS.
- Indemnification. You agree to defend, indemnify and hold ARCA and our officers, directors, employees, agents or affiliates, harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your use of the Software or your users' use of the Software, laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of this Agreement.