Software License
Novo Solutions, Inc. "Product" License Agreement
READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE LICENSED TO YOU.
THE SOFTWARE AND ANY DOCUMENTATION PROVIDED TO YOU (COLLECTIVELY THE "SOFTWARE") COVERED BY THIS AGREEMENT IS COPYRIGHTED AND IS LICENSED, NOT SOLD. THIS LICENSE REPRESENTS THE ENTIRE AGREEMENT CONCERNING ALL LICENSED SOFTWARE BETWEEN YOU AND NOVO SOLUTIONS, INC., AND IT SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING BETWEEN THE PARTIES. BY TAKING POSSESSION OF THE SOFTWARE, YOU AND YOUR COMPANY (COLLECTIVELY "YOU" OR "LICENSEE") ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT
1. SCOPE. You agree to take reasonable steps to keep in confidence and protect the Software from unauthorized copying or use. These steps include, without limitation, obtaining the agreement of all persons having access to the Software that they will respect the terms of this License and using the Software in such a way as to prevent unauthorized copying. Licensee agrees that it is fully responsible for the actions of each of its employees and agents with respect to the Software whether such individual is or was acting within the scope of his or her employment, and agrees to indemnify and hold harmless Novo Solutions, Inc. from all loss and damages, however caused as a result of a breach of this license.
2. GRANT. Subject to receipt by Novo Solutions, Inc. of the applicable license fee, you are granted a non-exclusive right to use one copy of the Software only as authorized in this license. You may use and execute one copy of the Software for your own benefit and purposes on one computer, owned, leased or controlled by you to create and manage content for one web site. You may not assign your right to use the Software and content to a third party. You may not make additional copies of the Software, except for one copy for backup or archival purposes. Such copy is subject to this Agreement and shall contain all of Novo Solutions, Inc.'s notices regarding copyrights, trademarks and other proprietary rights as contained in the Software originally provided to you.
3. RESTRICTED USE. You may not sub-license, share, rent, or lease your right to use the Software. You may not use the Software to create content for third parties, or that will be linked to or framed by other web sites related to you in any way, including without limitation other web sites created by you unless such other web sites or third parties have a separate license for the Software. You may not use the Software in a way that will result in any visible on-line notices relating to Novo Solutions, Inc.'s ownership of the Software or its trademarks, including "powered by" wording, being invisible to an on-line user. You will return or destroy all copies of the Software when your right to use it ends. If you wish to use the Software to create content for third parties or that third parties will link to, contact us at www.novosolutions.com for additional licenses.
4. TITLE. Title, ownership rights, and all intellectual property rights in and to all Software licensed to you, including without limitation all images, html, and text incorporated into the Software, remains with Novo Solutions, Inc. You agree that we may list your website in our promotional material, including our website for as long as you are using the Software.
5. TRADEMARK/COPYRIGHT NOTICES. All copyright notices used throughout the Software, within the scripts and within the HTML that the scripts generate, must remain intact and cannot be altered and where applicable must remain visible on-line to the human eye.
6. DISCLAIMER OF WARRANTY. The Software is provided on an "AS IS" basis, without warranty of any kind, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. The entire risk as to the quality and performance of the Software is borne by you. Should the Software prove defective, you, and not Novo Solutions, Inc., assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of the agreement.
7. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL NOVO SOLUTIONS, INC. BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL NOVO SOLUTIONS, INC. BE LIABLE FOR ANY DAMAGES IN EXCESS OF 50% OF THE AMOUNT PAID TO LICENSE THE SOFTWARE, EVEN IF YOU OR ANY OTHER PARTY SHALL HAVE INFORMED NOVO SOLUTIONS, INC. OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM.
8. TERMINATION. This Agreement terminates immediately in the event of default by you. You and your permitted assigns agree that we may disable the Software without notice in the event that you breach the terms of this license. You agree to indemnify us for reasonable attorney fees in enforcing our rights pursuant to this license. Upon any termination of this Agreement, you shall immediately discontinue the use of the Software and shall within ten (10) days return to Novo Solutions, Inc. all copies of the Software or confirm that you have destroyed all copies of it. You may terminate this Agreement at any time by destroying the Software and all copies thereof. Your obligations to pay accrued charges and fees, if any, shall survive any termination of this Agreement.
9. INTERPRETATION. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be ignored only to the extent necessary to make this license enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances or (ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting this Agreement. Any amendment to this agreement must be in writing and signed by both parties.
10. NO WAIVER. The failure of either party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
11. APPLICABLE LAW. The laws of the United States of America and the Commonwealth of Virginia govern this agreement.