License Agreement

LICENSE AGREEMENT

Besttoolbars End User License Agreement

(THIS IS A LICENSE AND NOT A SALE)

The individual using this Software or documentation (“You”) represents and warrants that he or she has authority to enter into this agreement with Besttoolbars on behalf of the Licensee, that he or she has read the terms and conditions set out herein and that the Licensee accepts and agrees to be bound by this agreement. If the Licensee does not agree with the terms and conditions, the Licensee must not use or permit the use of the Software.

1. DEFINITIONS
1.1 “Software” shall mean ToolbarStudio software program, Toolbar Framework, Add-ons Framework, documentation, associated media, printed materials, and online and electronic documentation.
1.2 “Object Code” shall mean the computer executable embodiment of software computer code, which is derived from Source Code by a process generally known as “compilation” or any other process that translates Source Code or some intermediate code derived from Source Code into a form that can be executed by a computer.
1.3. “Source Code” shall mean the human readable embodiment of software computer code, which must be translated by a process generally known as “compilation” into Object Code before such software can be executed by a computer.
1.4. “Besttoolbars” means Toolbarstudio Inc of 901 N. Pitt Street, Suite 325, Alexandria, VA 22314, USA.
1.5. “License Fee” shall mean a one-time fee paid by Licensee to Besttoolbars, as designated by Software.

 

2. LICENSE GRANT
2.1 Subject to the terms of this agreement, including limitations defined by the License, Besttoolbars grants to Licensee, and Licensee accepts from Besttoolbars, a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable License to use the Software as defined by Authorised Use.
2.2 Object Code. Besttoolbars hereby grants to Licensee a non-exclusive, non-transferable, terminable (in accordance with Section 7.1) license to distribute Object Code created from Source Code and to authorize third parties to use such Object Code.

 

3. NO WARRANTY
THE SOFTWARE IS PROVIDED “AS IS” WITH ALL FAULTS. BESTTOOLBARS HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BESTTOOLBARS DOES NOT WARRANT THAT THE USE OR OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE SOFTWARE. LICENSEE ASSUMES ALL RISKS ASSOCIATED WITH USE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT AND UNAVAILABILITY OR INTERRUPTION OF OPERATIONS.

 

4. BESTTOOLBARS OBLIGATIONS
Upon receipt of Licensee Fee from Licensee, Besttoolbars will supply the Licensee with the Software via electronic download.

 

5. LIMITATION OF LIABILITY AND INDEMNIFICATION
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES UNDER THIS AGREEMENT EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. BESTTOOLBARS SHALL NOT BE LIABLE FOR THE LOSS OF OR DAMAGE TO, LICENSEE’S RECORDS OR DATA OR ANY DAMAGES CLAIMED BY LICENSEE BASED ON A THIRD PARTY CLAIM.

 

6. SOFTWARE MAINTENANCE
Besttoolbars has no obligation to provide technical support or updates to You. Nothing in this Agreement requires Besttoolbars to enter into any license with You for any other edition of the Software.

 

7. LICENSEE’S RESTRICTIONS
Licensee must not, without the prior written consent of Besttoolbars (a) decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, the Protected Code; (b) sell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate In addition, the Software includes license protection mechanisms that are designed to manage and protect the intellectual property rights of Besttoolbars. Licensee must not modify or alter those features to try to defeat the Software use rules that the license protection mechanisms are designed to enforce.

 

8. TERM
The term of this agreement begins on the Commencement Date and will continue in full force and effect until terminated in accordance with Clause 9.

 

9. TERMINATION
This Agreement and Licensee’s license rights granted under it remain in effect until it is terminated by either party as provided herein. If this Agreement is terminated, then the Licensee’s rights under the license set forth in Section 2.1 shall immediately terminate. Besttoolbars may terminate this Agreement thirty days after notifying Licensee of a material breach of this Agreement if such material breach remains uncured after such period. Licensee may terminate this Agreement upon providing written notice to Besttoolbars. The provisions concerning indemnification and those that by their nature should survive the termination of this Agreement shall survive the termination of this Agreement.

 

10. INTELLECTUAL PROPERTY
The Licensee acknowledges that the Software and all intellectual property rights in relation to the Software are the property of Besttoolbars. Except as expressly stated herein, this Agreement does not grant Licensee any rights in any Besttoolbars patents, copyrights, trademarks, trade names, or service marks.

 

11. PUBLICITY RIGHTS
(a) The Licensee grants Besttoolbars the right to include the Licensee as a customer in Software promotional materials.
(b) Licensee can deny Besttoolbars the right to include the Licensee as a customer in Software promotional materials by submitting a written request via email to sales@besttoolbars.net. Upon receipt of such request, Besttoolbars will remove any reference to the Licensee from such promotional material within 30 days and make no further reference to the Licensee.

 

12. ASSIGNMENT; DELEGATION
Besttoolbars may assign its rights and obligation under this agreement without consent of Licensee.Licensee may assign its rights and/or delegate any of its duties to succeeding parties as part of a merger, acquisition or other change of control, given that Besttoolbars is notified in writing within 30 days of such transaction.

 

13. GOVERNING LAW
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF OR TO THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS. FOR PURPOSES OF ALL CLAIMS BROUGHT UNDER THIS AGREEMENT, EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE STATE COURTS OF THE COMMONWEALTH OF VIRGINIA LOCATED IN FAIRFAX COUNTY AND THE COURTS OF THE UNITED STATES FOR THE EASTERN DISTRICT OF VIRGINIA, ALEXANDRIA DIVISION.

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