INSERCORP LTD END USER LICENSE AGREEMENT
This Agreement as it may be amended from time to time (the "Agreement"), is between you (herein referred to as "you" or the "End User") and INSERCORP LTD (herein referred to as "we" or "us" or "INSERCORP") and describes the terms and conditions of your use of the iPlasmaCMS Browser-Based Software Application, or "the Software". If you are using the Software in any capacity as a Representative (as defined below) of an Entity (as defined below), then this Agreement is by and among you, the Entity and INSERCORP. We may amend this Agreement by making the amended version available to you on the iPlasmaCMS website (www.iPlasmaCMS.com) or the Insercorp website (www.insercorp.com) or in your iPlasmaCMS Administrative Control Panel the next time you log on. You agree that your continued use of the Software after such amendment shall signify your acceptance of any such amendment. Otherwise, this Agreement may not be amended except in a writing signed by us.
If you are using the Software in any capacity as an employee, contractor, representative or agent (collectively, a "Representative") of another person, agency, institution, corporation, partnership or other business entity (an "Entity"), then your assent to this Agreement shall constitute both (i) your assent to the terms and conditions of this Agreement, individually, and (ii) such Entity's assent or affirmation of assent to this Agreement. If you are using the Software in any capacity as a Representative of an Entity, then unless otherwise stated, references to "you" shall be deemed to be references to both you and such Entity. By using or continuing to use the Software as a Representative, you are representing and warranting to INSERCORP that either (A) you are authorized on behalf of the Entity to bind the Entity to this Agreement, or (B) another individual who is authorized on behalf of the Entity to bind the Entity to this Agreement has previously agreed to the terms and conditions of this Agreement on behalf of the Entity. If you have any questions about your use of the Software as a Representative, please contact us at www.iPlasmaCMS.com or www.insercorp.com.
Any inquiries relating to our website, the Software or this Agreement should be directed to www.iPlasmaCMS.com or www.insercorp.com or in writing to INSERCORP LTD, 300 N Main Street, Suite 100, Franklin, VA 23851.
IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND INSERCORP LTD. READ IT CAREFULLY BEFORE COMPLETING THE REGISTRATION PROCESS AND USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY SELECTING TO INSTALL USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT USE THE SOFTWARE.
(a) "INSERCORP" means Insercorp LTD and its licensors, if any.
(b) "Software" means only the INSERCORP software programs and third party software programs, in each case, supplied by INSERCORP herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to you.
(c) "Software" includes but it is not limited to all versions of iPlasmaLite, all versions of iPlasmaCMS, all versions of iPlasmaCMS2, and all versions of iPlasmaCMS and iPlasmaCMS2 Modules.
2. License Grants
(a) The Software may only be installed on a single server that has a UNIX operating system that is managed by INSERCORP unless otherwise agreed upon. The License must only be used for one website and a single domain name. A license for the Software may not be shared, installed or used concurrently on different servers and/or domain names and websites.
(b) You may access the user web-based interface of the Software from any point of access to the Internet.
(c) If your hosting agreement includes backups, the backups may be retrieved for you in case of hardware failure at a reasonable cost paid to INSERCORP for labor involved. Backups may only be retrieved for purposes of restoring data due to hardware failure or malicious attacks that may result in loss of data.
(d) You agree that INSERCORP may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse INSERCORP for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
(e) Your license rights under this EULA are non-exclusive.
(f) Certain rights are not granted under this Agreement, but may be available under a separate agreement(s). If you would like to enter into a distribution agreement or learn of other licensing strategies and multi-license options, please contact INSERCORP.
3. License Restrictions
(a) You may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.
(b) You may not alter, merge, modify, adapt or translate the Software, or decrypt, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.
(c) You may not sell, rent, lease, or sublicense the Software.
(d) You may not modify the Software or create derivative works based upon the Software.
(e) You shall not use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a similar manner as the Software.
(a) The foregoing license gives you limited license to use the Software. INSERCORP retains all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by INSERCORP.
(b) Software is copyrighted by INSERCORP.
(c) Content of the website for which the Software is used remains property of and is copyrighted to the owner of the website.
In the event that you fail to comply with this EULA, INSERCORP may terminate the license and you must destroy all copies and backups of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such termination).
6. Choice of Law, Venue, Dispute Resolution
Any dispute arising from this Agreement, including, without limitation, a breach of this Agreement, shall be governed by the laws of the Commonwealth of Virginia. Client and INSERCORP agree to submit to the exclusive jurisdiction and consent to exclusive venue in the General District Court or Circuit Court of the City of Virginia Beach, Virginia.
7. Warranty Disclaimer
(a) INSERCORP AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. INSERCORP DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
(b) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
(c) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INSERCORP, ITS PARTNERS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.
(d) INSERCORP SHALL HAVE NO RESPONSIBILITY IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED SYSTEM PLATFORM, OPERATING SYSTEM OR OTHER THIRD PARTY SOFTWARE USED TO ACCESS THE WEB-BASED USER INTERFACE OF THE SOFTWARE.
(e) INSERCORP SHALL PROVIDE SUPPORT OF THE SOFTWARE AND TRAINING FOR USING THE SOFTWARE AS AGREED UPON IN THE ANNUAL IPLASMACMS LICENSE AGREEMENT.
8. Limitation of Liability
(a) NEITHER INSERCORP NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INSERCORP OR ITS REPRESENTATIVES 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.
(b) INSERCORP’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.
(c) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THIS EULA.
9. Basis of Bargain
The Warranty Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between INSERCORP and you. Such Warranty Disclaimer and Limited Liability inure to the benefit of INSERCORP’s licensors.
10. Third Party Software
The Software may contain third party software (in the form of Plugins, modules, or APIs) which requires notices and/or additional terms and conditions. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein.
This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of INSERCORP to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
No INSERCORP partner, agent, or employee is authorized to make any amendment to this EULA without written approval from the Board of Directors of INSERCORP or the Corporate Attorney.
All questions concerning this EULA shall be directed to:
INSERCORP LTD, 300 N Main St, Suite 100, Franklin, VA 23851.
iPlasmaCMS, iPlasmaCMS2, and iPlasmaLite are trademarks of INSERCORP in the United States and/or other countries.
Zend Framework is a registered trademark of ZEND TECHNOLOGIES LTD and is used with permission.
Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners.
You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.
This EULA does not authorize you to use INSERCORP’s or its licensors' names or any of their respective trademarks.