MamboCHARGE-PLUS LICENSE AGREEMENT

This LICENSE Agreement, hereinafter referred to as the LICENSE, is a legal agreement between you as Purchaser of this software, either as an individual or as a legally constituted entity, hereinafter referred to as LICENSEE, and Internet Resource Group, Inc., hereinafter referred to as IRG, for the use of SOFTWARE that accompanies this LICENSE, which includes computer SOFTWARE, associated electronic media, printed materials, online or electronic documentation, support services and internet-based services, all hereinafter collectively referred to as SOFTWARE.

 

1.    GRANT OF LICENSE. The SOFTWARE is protected by intellectual property laws and international treaties. The SOFTWARE is Licensed for use by LICENSEE, not sold. IRG hereby grants LICENSEE the following rights provided that LICENSEE complies with all terms and conditions of this LICENSE:

 

1.1   Software licensed hereunder is an internet web script to be served by a web server hosted on a computer system and serving content on a single internet Uniform Resource Locator or URL. LICENSEE may install and use one copy of the SOFTWARE for use on one URL under its ownership and direct control. A LICENSE for the SOFTWARE may not be shared amongst more than one URL even if those URL's share a domain name, server or host computer.

1.2   In the event that licensee has purchased an unlimited site license then the software may be served on an unlimited number of web servers or URL's under its ownership and direct control. IRG reserves the right to request Licensee to provide reasonable documentation to demonstrate that it owns the sites on which the licensed software is being used. 

1.3   Anyone is free to make and distribute unlimited copies of the software for evaluation purposes only. Such distributions of software shall include ONLY the software distribution downloaded from IRG's site and must specifically  EXCLUDE the file containing the software license key.

1.4   Distribution and copying of any software license key is forbidden.

1.5   IRG reserves all rights not expressly granted herein to LICENSEE.

 

2.    RIGHTS, LIMITATIONS AND OBLIGATIONS.

2.1   Limitations on Reverse Engineering, Decompilation, and Disassembly.  LICENSEE may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. IRG reserves the right to distribute the software, or any part thereof in source code or in compiled format and to change the format of such distribution at any time.

 

2.2   LICENSEE shall not attempt in any way to tamper with, hack, break, crack, circumvent, alter or otherwise affect the normal operation of LICENSE authentication functions inherent in the SOFTWARE.

 

2.3   Add-ons and Customization.  LICENSEE may write its own programs that access the database, programming interface (API) and data structures of the SOFTWARE and data generated by the use of the SOFTWARE. All such add-ons and modifications shall be deemed to be a derivative work as generally defined under international copyright law and shall not confer upon the licensee or author any rights to distribute or copy the SOFTWARE except under the terms of this LICENSE.

 

2.4   Separation of Component Parts.  The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one Computer System unless expressly permitted by this LICENSE.

 

2.5   Rental, leasing or commercial hosting.  LICENSEE may render services to third parties using the SOFTWARE as an Application Service Provider and provide access to third parties to the Management Tools portion of the SOFTWARE.

 

2.6   Trademarks.  This LICENSE does not grant LICENSEE any rights in connection with the use of any trademarks or service marks of the software or of IRG or any trademarks or service marks of any third party that may be contained herein or incorporated into the SOFTWARE.


2.7   LICENSEE may not alter, remove or prevent the display of Copyright notices incorporated into the SOFTWARE.


2.8   Support Services.  IRG may provide LICENSEE with support services related to the SOFTWARE, hereinafter referred to as Support Services.  Use of Support Services is governed by the terms of this LICENSE and other materials provided with or in connection with the SOFTWARE.

Any additional SOFTWARE, updates, upgrades, patches or other code provided as part of the Support Services shall be considered part of the SOFTWARE and subject to the terms and conditions of this LICENSE.  With respect to technical information LICENSEE provides to IRG as part of the Support Services, IRG may use such information for its business purposes, including for product support and development.  IRG will not utilize such technical information in a form that personally identifies LICENSEE.

 

2.9   Assignment of LICENSE. The LICENSEE may not sell, assign, transfer or alienate any of its rights under this LICENSE without the express written permission of IRG, which will not be unreasonably withheld. Such transfer shall only be permitted in the case of the sale of all or substantially all of the LICENSEEs business whether by the sale of assets, goodwill or capital stock.

 

2.9.1 The transferee shall provide a written confirmation of intent to comply with all the terms of this LICENSE.
 

3.0   Termination. This LICENSE shall continue in full force and effect in perpetuity unless terminated as provided herein. Without prejudice to its other rights, IRG may terminate this LICENSE if LICENSEE fails to comply with the terms and conditions of this LICENSE.  In such event, LICENSEE must destroy all copies of the SOFTWARE and all of its component parts and provide IRG with written, notarized evidence of its destruction.

 

4.    INTELLECTUAL PROPERTY RIGHTS.  All title to and intellectual property rights in and to the SOFTWARE and its component parts and supporting materials, and any copies of the SOFTWARE are owned by IRG. Any documentation that is provided only in electronic form may be printed without restriction solely for the internal use of LICENSEE and/or third-party customers as defined in Section 2. LICENSEE may not provide such materials to competitors or other SOFTWARE developers for the purpose of reengineering, duplicating the functionality of the product or assistance in incorporating functionality into a competing product.

  

5.    ADDITIONAL SOFTWARE AND SERVICES.  This LICENSE applies to updates, supplements, add-on components, or Internet-based services components of the SOFTWARE that IRG may provide to LICENSEE or make available after the date LICENSEE obtains its initial copy of the SOFTWARE, unless IRG provides other terms along with the update, supplement, add-on component.  IRG reserves the right to discontinue any Support Services provided to LICENSEE or made available to LICENSEE through the use of the SOFTWARE upon giving reasonable notice. 

 
6.    APPLICABLE LAW.  This LICENSE is governed by the laws of the State of Arizona, United States of America.  If you acquired this SOFTWARE outside the United States then additional local or international law may apply. In the event of any dispute arising out of this LICENSE the parties hereto elect domicile in the State of Arizona and agree to avail themselves of the courts of Arizona to resolve or litigate such dispute.

7.    DISCLAIMER OF WARRANTIES.  To the maximum extent permitted by applicable law, IRG and its suppliers and agents provide the SOFTWARE and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanship and of lack of negligence, all with regard to the SOFTWARE, and the provision of or failure to provide support services.  ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT.

 

8.    EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IRG OR ITS SUPPLIERS OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, EXPOSURE OF CONFIDENTIAL OR OTHER INFORMATION REGARDLESS OF WHETHER SUCH INFORMATION IS PROTECTED BY STATUTE, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO COMPLY WITH OR MEET ANY DUTY INCLUDING WITHOUT LIMITATION STATUTORY COMPLIANCE, GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER,  ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS LICENSE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF IRG OR ANY SUPPLIER, AND EVEN IF IRG OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE LICENSEE ASSUMES FULL RESPONSIBILITY AND LIABILITY FOR OPERATION OF THE SOFTWARE AND IN THE EVENT OF ANY CLAIM BY A THIRD PARTY AGAINST IRG IN ANY WAY CONNECTED TO LICENSEE'S USE OF THE SOFTARE THEN LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD IRG HARMLESS FROM ANY AND ALL LOSSES OF ANY ORIGIN WHATSOEVER IN CONNECTION THEREWITH.

 

9.   LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any loss or damages that you might incur for any reason whatsoever, including, without limitation, all damages referenced elsewhere herein and all direct or general damages, the entire liability of IRG and any of its suppliers or agents under any provision of this LICENSE and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid TO IRG for the SOFTWARE, exclusive of periodic Support fees.  The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

 

10.   SEVERABILITY. In the event that any provision of this LICENSE should be held unenforceable by a court of competent jurisdiction then the remainder of this LICENSE shall remain in full force and effect and the unenforceable clause shall be replaced by a clause which, being enforceable, embodies the intent underlying the unenforceable clause. In the event that a LICENSEE holds more than one LICENSE to the SOFTWARE in multiple jurisdictions then the LICENSE with respect to those other jurisdictions and other copies of the SOFTWARE shall remain in full force and effect without modification.

 

11.   ENTIRE AGREEMENT.  This LICENSE, including any addendum or amendment to this LICENSE which is included with the SOFTWARE or any Update or add-on SOFTWARE is the sole and entire agreement between LICENSEE and IRG relating to the SOFTWARE and the support services, if any, and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the SOFTWARE or any other subject matter covered by this LICENSE, whether made by IRG or its representatives, suppliers or agents. To the extent the terms of any IRG policies or programs for support services conflict with the terms of this LICENSE, the terms of this LICENSE shall prevail.

 

12.   LICENSEE includes the LICENSEE entity and its agents, employees, contractors, suppliers and permitted assigns. Any references made herein to you, your or  LICENSEE whether in the masculine, feminine or neutral gender, whether in the first or third person and whether in the proper form or otherwise shall apply mutatis mutandis to LICENSEE.

 

13.   LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF LICENSEE DOES NOT AGREE THEN LICENSEE IS ENJOINED TO NOT INSTALL, COPY, OR USE THE SOFTWARE. NO SIGNATURES ARE REQUIRED TO GIVE LEGAL FORCE AND EFFECT TO THIS LICENSE AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE SIMPLE ACT OF INSTALLING OR USING THE SOFTWARE IS NECESSARY AND SUFFICIENT EVIDENCE THAT THE LICENSEE HAS AGREED TO ITS TERMS.
