Regarding Awedesk Plugin
This Software License Agreement (“Agreement”) is entered into as of the date of download or first use of the software by and between Awedesk, Inc., a corporation organized and existing under the laws of Delaware, United States of America (“Licensor”), and the individual or entity downloading or using the software (“Licensee”).
1. Grant of License
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the software (“Software”), any associated images (“Images”), and any and all Awedesk proprietary code written in JavaScript that does not fall under Open Source licensing (“JavaScript Code”) solely for Licensee’s internal purposes.
2. Restrictions
Licensee shall not, without the prior written consent of Licensor:
- Distribute, transfer, sublicense, lease, rent, or otherwise provide the Software, Images, or JavaScript Code to any third party.
- Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, Images, or JavaScript Code.
- Use the Software, Images, or JavaScript Code for any purpose other than as expressly permitted under this Agreement.
3. Ownership
The Software, Images, and JavaScript Code are licensed, not sold, to Licensee. Licensor retains all right, title, and interest in and to the Software, Images, and JavaScript Code, including all intellectual property rights therein. Licensee acknowledges that no ownership rights are being conveyed under this Agreement.
4. Term and Termination
This Agreement is effective upon Licensee’s download or use of the Software, Images, and/or JavaScript Code and shall continue until terminated. Licensor may terminate this Agreement immediately upon written notice to Licensee if Licensee breaches any term of this Agreement. Upon termination, Licensee must immediately cease all use of the Software, Images, and JavaScript Code and destroy all copies of the Software, Images, and JavaScript Code in Licensee’s possession or control.
5. Disclaimer of Warranties
The Software, Images, and JavaScript Code are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Licensor does not warrant that the Software, Images, or JavaScript Code will meet Licensee’s requirements or that the operation of the Software or use of the Images or JavaScript Code will be uninterrupted or error-free.
6. Limitation of Liability
In no event shall Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits or revenue, arising out of or in connection with this Agreement or the use or performance of the Software, Images, or JavaScript Code, whether in an action in contract, tort, strict liability, or otherwise, even if Licensor has been advised of the possibility of such damages.
7. Indemnification
Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with Licensee’s use of the Software, Images, or JavaScript Code or breach of this Agreement.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles.
9. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, regarding such subject matter. No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.
10. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
11. Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Licensor’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
IN WITNESS WHEREOF, the parties hereto have executed this Software License Agreement as of the date first above written.