License Agreement
LICENSE AGREEMENT FOR IDYOURLOVEDONE.COM SOFTWARE SERVICE AND ASSOCIATED SOFTWARE
IMPORTANT READ CAREFULLY. This License Agreement (Agreement) is a legal agreement between you (either an individual or a single entity, BUYER) and NTW IDEAS LLC (SELLER) for the software product identified above which includes computer software and online or electronic documentation and may include associated media and printed materials (SOFTWARE PRODUCT or SOFTWARE). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the SOFTWARE PRODUCT.
SOFTWARE PRODUCT LICENSE
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
1. GRANT OF LICENSE. This Agreement grants you certain limited, non-exclusive rights. NTW IDEAS LLC reserves all rights not expressly granted to you.
1a. MULTIPLE COMPONENTS OF THE SOFTWARE PRODUCT. The SOFTWARE PRODUCT consists of multiple components, the EXE software, ODBC DSN files, Web Pages, Microsoft products and other associated programs, files, and database files.
1b. If possible, you may install the SOFTWARE PRODUCT on multiple computers within your single organization.
1c. The SOFTWARE PRODUCT must have been purchased via NTW IDEAS LLC or an authorized reseller for usage in your environment.1d. The demo version is intended for evaluation purposes only.
2. COPYRIGHT. All rights, title, and copyrights in and to the SOFTWARE PRODUCT (including, but not limited to, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT) and any copies of the SOFTWARE PRODUCT are owned by NTW IDEAS LLC or its suppliers. The SOFTWARE PRODUCT is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material, except that you may make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.
3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
3a. Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
3b. Rental. You may not rent or lease the SOFTWARE PRODUCT.
3c. Termination. Without prejudice to any other rights, NTW IDEAS LLC may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.
4. COMPLIANCE WITH MICROSOFT LICENSE AGREEMENTS. All rights granted to you by this Agreement are contingent upon your compliance with the terms of the End User License Agreement which accompanies Microsoft Windows. If you are not a legally licensed user of Microsoft Windows, then you are not licensed to use the SOFTWARE PRODUCT.
5. EXPORT RESTRICTIONS. You agree that neither you nor your customers intend to or will, directly or indirectly, export or transmit (a) the SOFTWARE PRODUCT or related documentation and technical data, or (b) your Application as described in Section 1 of this Agreement (or any part thereof), or process, or service that is the direct product of the SOFTWARE PRODUCT to any country to which such export or transmission is restricted by any applicable U.S. regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.
6. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is NTW IDEAS LLC.
MISCELLANEOUS
NO WARRANTIES. To the maximum extent permitted by applicable law, NTW IDEAS LLC expressly disclaims any warranty for the SOFTWARE PRODUCT. The SOFTWARE PRODUCT and any related documentation are provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose. The entire risk arising out of use or performance of the SOFTWARE PRODUCT remains with you.
LIMITATION OF LIABILITY. AUTHORITY TO SIGN AGREEMENT
The individual executing this Agreement on behalf of Buyer warrants and represents to Seller that he or she has full authority to execute this agreement on behalf of Buyer, and that this agreement constitutes a legal, valid and binding agreement and obligation of Buyer in accordance with its terms. In the event Seller is advised or notified that the individual executing this Agreement does not have said authority on behalf of Buyer, or in the event Buyer fails to pay, then the individual executing this agreement shall be personally liable under the terms hereof, including, without limitation, any and all sums due Seller.
JURISDICTION/INDEMNIFICATION
If the Buyer fails to make payment in accordance with the stated terms, Seller may declare all obligations of the Buyer to Seller immediately due and payable and proceed to enforce payment and exercise any and all of the rights and remedies provided by the Uniform Commercial Code. The Buyer shall pay all expenses incurred in the collection of the amounts due Seller, including attorney’s fees. Buyer agrees that any dispute or claim arising out of this Agreement shall be enforced by lawsuit in Lorain County, Ohio court only. Buyer shall indemnify and hold Seller harmless from all expenses (including reasonable attorneys’ fees), claims, demands, suits, judgments, actions, costs and liabilities (including those alleging negligence on the part of Seller) which arise from, relate to or are connected with the Buyer’s negligent possession, use, operation and/or resale of the parts, materials and/or equipment described herein.
EXCLUSIVE REMEDY/LIMITATION OF LIABILITY
BUYER’S SOLE AND EXCLUSIVE REMEDY IN CONNECTION WITH ANY CLAIM, ARBITRATION, LAWSUIT OR OTHER CAUSE OF ACTION WHATSOEVER DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF THIS AGREEMENT, OR ANY SERVICES RENDERED BY SELLOR IN CONNECTION THERE-WITH, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, SHALL BE REPAIR OR REPLACEMENT OF THE DEFECTIVE PART, MATERIAL AND/OR EQUIPMENT WITH CONFORMING PARTS, MATERIALS AND/OR EQUIPMENT. SELLER SHALL NOT IN ANY EVENT BE LIABLE FOR PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE. ANY LAWSUIT OR ARBITRATION BASED ON OR RELATED TO THIS AGREEMENT OR THE PARTS, MATERIALS, EQUIPMENT AND LABOR SOLD OR RENDERED BY SELLER MUST BE COMMENCED WITHIN NINTY DAYS (90) AFTER DELIVERY TO THE BUYER OF THE GOODS OR SERVICES OR SUCH LAWSUIT SHALL BE FOREVER BARRED. BUYER SHALL NOT BE ENTITLED TO EITHER REMEDY UNLESS SELLER HAS RECEIVED WRITTEN NOTICE OF THE BUYER’S CLAIM WITHIN NINETY (90) DAYS AFTER THE DELIVERY OF THE EQUIPMENT AND/OR SERVICE TO THE BUYER.
MISCELLANEOUS PROVISIONS
Customer understands that Customer is responsible for data back-up to tape or other media prior to service by NTW IDEAS LLC. NTW IDEAS LLC accepts no responsibility for loss of customer data, records, files or other data caused by installation, integration or use of the goods or equipment sold herein. Customer understands and agrees that all data will be backed up by tape or other media in an attempt to prevent losses of this nature. Product returns will only be accepted by NTW IDEAS LLC if made within seven (7) days of purchase and is accompanied by all original packaging, documentation, and the original purchase receipt. This Agreement shall be construed and interpreted under, and governed and enforced according to, the laws of the State of Ohio applicable to contracts wholly performed within the State of Ohio. The parties acknowledge and warrant that this Agreement is the complete agreement between them and that no promises, representations or warranties other than those contained herein have been made or relied upon unless by written agreement signed by all of the parties hereto. In the event that any provision of this Agreement or the application thereof to any person or in any circumstances shall be determined to be invalid, unlawful or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful or unenforceable, shall not be affected thereby, and each remaining provision of this Agreement shall continue to be valid and may be enforced to the fullest extent permitted by law. Any product left in shop for a period over 90 days will be sold for the cost of the repairs and/or disposed of without notice.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in no event shall NTW IDEAS LLC or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profit, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of, or inability to use, this NTW IDEAS LLC product, even if NTW IDEAS LLC has been advised of the possibility of such damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.