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END-USER LICENSE AGREEMENT

This End-User License Agreement, by and between

COUNTRY OF INCORPORATION: corporation having its place of business at :
Oracle Tower, 17901 Von Karman Avenue,
Suite 600 Irvine, California 92614, USA.
Telephone: +1 949-556-8831
(Collectively, the “Parties” or individually a “Party”)

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Licensor and Licensee agree that the following provisions shall govern the licensing of the software package manufactured by Licensor entitled WALL POST SOFTWARE PROGRAM, as described in Exhibit A hereto (the “Product”).

  1. Definition of Parties.  For the purposes of this Agreement, “Licensee” shall include only the Licensee entity listed above, excluding all subsidiaries and affiliates thereof.  For purposes of this Agreement, “Licensor” shall include all affiliates and subsidiaries of Licensor.
  2. Terms and Conditions.  These terms and conditions shall apply to the Product, and any enhancements, modifications, and upgrades thereto. 
  3. License Grant.
    1. Subject to the terms and conditions herein, Licensor hereby grants to Licensee a nontransferable, nonexclusive, limited license to use the Product in machine-readable form. 
    2. Licensee shall not reverse engineer, decompile or disassemble the Product.
    3. Licensee may make one (1) copy of the Product and any documentation that is provided along with the Product, whether in hardcopy or in electronic form, for archival and backup purposes only.  All copies must bear the copyright notice(s) of Licensor contained in or on the original Licensed Software.
    4. Licensee acknowledges and agrees that title to the Product and all of the intellectual property embodied therein, including without limitation, all copies of the Product, remains in Licensor or in the third parties from whom Licensor has been granted a license.  Licensee acknowledges and agrees that it does not have and does not hereby acquire any title to or ownership of the Product including, without limitation, any copies of the Product.
    5. Licensee acknowledges that certain components of the Product may be patented and protected under both domestic and international patent laws and that the Product is copyrighted and protected under both domestic and international copyright laws.  Licensee specifically agrees to respect and preserve Licensor’s patents and/or copyrights therein and agrees that as a matter of contract, the patent and/or copyright laws may be enforced to their fullest extent against Licensee. 
    6. Licensee shall not sublicense the Product or distribute copies thereof to third parties.  Licensor shall have the right to assign this Agreement, in whole or in part, and any or all of its rights, obligations and privileges hereunder.  Licensee shall not assign its rights or obligations under this Agreement without Licensor’s express prior written consent, such consent to be granted or withheld at Licensor’s sole discretion.  Any assignment of this Agreement by Licensee, in whole or in part, without the consent of Licensor, shall be null and void.
  4. Term and Termination.
    1. Term.  The term of this agreement begins as of the Effective Date and shall continue, subject to payment of license fees.
    2. Termination.
      1. This Agreement shall terminate immediately in the event of breach hereof by Licensee.
      2. Licensor may terminate this Agreement upon thirty (30) days’ prior written notice to Licensee if Licensee fails to comply with any of the material terms and conditions of this Agreement and if such failure to comply is not cured within the thirty (30) day notice period.
      3. Upon termination of this Agreement, Licensee shall immediately discontinue use of the Product.  In such event, the license and rights granted herein shall expire and be terminated and Licensee shall have no further rights or access to the Product, and Licensee shall promptly destroy or return to Licensor all copies in Licensee’s possession.
  5. Nondisclosure and Confidentiality Obligations.
    1. Licensor expressly reserves any rights it may have under applicable statutory or common law with respect to Trade Secrets that may be embodied in the Products sold or licensed to Licensee hereunder or which are otherwise made available to Licensee in performance of this Agreement.  For purposes of this Agreement, “Trade Secrets” shall include but not be limited to that which is deemed a trade secret under applicable statutory or common law, as well as any formula, pattern, compilation, program, device, method, technique, process, design, engineering detail, schematic, drawing and or other similar information pertaining to the Products.
    2. “Proprietary Information” means that information which Licensor desires to protect against unrestricted disclosure or competitive use and which is designated as such in writing by Licensor or is disclosed orally and within thirty (30) days thereafter is reduced to tangible form pursuant to this license.  All Proprietary Information shall be marked and noted as such prior to disclosure.  Proprietary Information may include the property of third parties who have granted a license to Licensor.
    3. In the performance of its obligations under this Agreement, Licensor may disclose to Licensee certain information which is identified as a Trade Secret, Proprietary Information, or otherwise confidential in a similar manner (“Confidential Information”).  Licensee agrees that it shall not disclose Confidential Information to any third party and that it shall limit internal disclosure of Confidential Information to those employees who have a need to know and who have been made aware of and have agreed in writing to be bound by the terms of this Agreement.
    4. Licensee understands and agrees that the Product contains Trade Secrets and Proprietary Information of Licensor and as a result is considered a valuable commercial asset.  Licensee agrees that it shall not provide, disclose, license or otherwise make available the Product or any copies, modifications, alterations or enhancements, to any person or entity other than Licensor as provided herein.
    5. Licensee shall take all action necessary to protect the Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own confidential information.
  6. Limitations on Liability.
    1. IN NO EVENT WILL Licensor BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, ANY LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE PRODUCT (OR ANY HARDWARE FURNISHED WITH THE SOFTWARE), EVEN IF Licensor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
  7. Disclaimer of Warranty.
    1. LICENSOR MAKES NO WARRANTIES OR REPRESENTATION TO LICENSEE OR ANY THIRD PARTY CONCERNING THE OPERATION OR PERFORMANCE OF ANY PRODUCT OR THE VALIDITY OR ENFORCEABILITY OF ANY INTELLECTUAL PROPERTY RIGHTS.  UNLESS OTHERWISE MANDATED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
  8. Intellectual Property.
    1. No license, rights or interest in any trademark, trade name or service mark of Licensor or any third party from whom Licensor has acquired license rights is granted under this Agreement.
    2. All title and intellectual property rights in and to the content which may be accessed through use of the Product is the property of the respective content owner and may be protected by applicable copyright and other intellectual property laws and treaties. This Agreement grants the Licensee no right to use such content. 
    3. Indemnification.
      1. Licensee agree to defend Licensor, its subsidiaries, affiliates and/or their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, business and promotional partners, operational service providers, suppliers, partners and contractors (the “Licensor Indemnified Parties”) against any and all claims, demands and/or actions, and indemnify and hold the Licensor Indemnified Parties harmless from and against any and all losses, damages, costs and expenses (including reasonable attorneys’ fees), resulting from any breach or violation of this Agreement, infringement, violation or noncompliance with any law or regulation, as well as any use, alteration, or export of the Product.  Licensor reserves the right to assume, at Licensor’s expense, the exclusive defense and control of any claims or actions and all negotiations for settlement or compromise, and Licensee agrees to fully cooperate upon request.
      2. Licensor shall defend Licensee against any third party claim that the Product infringes any patent, trademark or copyright of such third party, or misappropriates a trade secret (but only to the extent that the misappropriation is not a result of Licensee’s actions) (“Infringement Claim”) and indemnify Licensee from the resulting costs and damages finally awarded against Licensee to such third party by a court of competent jurisdiction or agreed to in settlement. The foregoing obligations are applicable only if Licensee: (i) promptly notifies Licensor in writing of the Infringement Claim; (ii) allow Licensor sole control over the defense for the claim and any settlement negotiations; and (iii) reasonably cooperate in response to Licensor’s requests for assistance. Licensee may not settle or compromise any Infringement Claim without the prior written consent of Licensor.
      3. If the alleged infringing Product becomes the subject of an Infringement Claim, Licensor will, at Licensor’s option and expense, do one of the following: (a) procure the rights necessary for Licensee to make continued use of the Product; (b) replace or modify the Product to make it non-infringing; or (c) terminate the license to the Product and discontinue the related support services, and, upon Licensee’s certified deletion of the Product, issue a pro rata refund of the prepaid fees for the remaining portion of the term (if applicable).
      4. Licensor will have no obligation with respect to any claim based on: (a) a combination of the Product with non-Licensor Products; (b) use for a purpose or in a manner for which the Product was not designed; (c) use of any older version of the Product when use of a newer Product version would have avoided the infringement; (d) any modification to the Product made without Licensor’s express written approval. THIS INDEMNIFICATION SECTION STATES YOUR SOLE AND EXCLUSIVE REMEDY AND LICENSOR’S ENTIRE LIABILITY FOR ANY INFRINGEMENT CLAIMS OR ACTIONS.
  9. Notices.
    1. All notices under this Agreement shall be in writing and shall be deemed to have been given upon actual receipt by the receiving Party.  The address of the Parties (until written notice of change shall have been given) shall be as follows:
      1. E-mail For Owner: info@wallpostsoftware.com
      2. Attention: Smart Management IT Solutions
  10. General Provisions.
    1. All rights not expressly granted herein are reserved by Licensor.
    2. Governing Law.  This Agreement will be construed in accordance with and governed by the laws of California, without giving effect to the conflict of law principles.
    3. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies or damages, and Licensor’s rights with respect to Confidential Information, Proprietary Information and Trade Secrets shall survive any termination of this Agreement.
    4. Failure of either Party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.  In the event that any portion of this Agreement shall be held by a court of competent jurisdiction to be unenforceable, the remaining portions of this Agreement shall remain in full force and effect.
    5. The licenses, the Product and any other information provided by Licensor to Licensee and any licenses and rights granted hereunder, may not be sold, leased, rented, assigned, sublicensed or otherwise transferred, in whole or in part, by Licensee except as allowed in this Agreement.  All transfers or assignments in violation of this Agreement shall be deemed void ab initio.

LICENSEE ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.  LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND LICENSOR, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

ACCEPTED AND AGREED

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