Transparent Technologies Commercial Software License Agreement

IMPORTANT! READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Transparent Technologies, Inc. or one of its affiliates ("Transparent Technologies") for the Transparent Technologies software that accompanies this EULA, which includes computer software and may include associated media, printed materials, "online" or electronic documentation, and Internet-based services ("Software"). An amendment or addendum to this EULA may accompany the Software. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY OBTAINING, INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE.
  1. GRANT OF LICENSE. Transparent Technologies grants you the following rights provided that you comply with all terms and conditions of this EULA:
    1. Installation and use. You may install, use, access, display and run one copy of the Software on a single website.
    2. Storage/Backup. You may also store a backup copy of the Software on a storage device for archival/restoration purposes.
  2. AUTOMATIC INTERNET-BASED SERVICES. The Software features described below are enabled by default to connect via the Internet to Transparent Technologies computer systems automatically, without separate notice to you.
    1. License Validation. The Software will check at periodic intervals with our license servers, to verify that you are running a legal Software copy which has a valid license installed for your domain. Software requires this periodic check is successful, any failed license checks or license checks which indicate that the license used is invalid or configured for a different domain/install will result in Software immediately being disabled. Disabled Software can be reactivated by entering a valid license key or by contacting Transparent Technologies.
    2. License Limitations. The Software may impose certain limitations to software's functionality based on the license type you obtained. Any attempts to bypass, use functionality, or remove product branding not provided for in your license will result in termination of the Software license and possible legal action.
    3. Upgrades. Under the Software's default configuration, if you are connected to the Internet, the Software is enabled by default to retrieve content from Transparent Technologies computer systems regarding the latest version of Software and display it to you. You may choose to switch this version check off and not use it.
  3. RESERVATION OF RIGHTS AND OWNERSHIP. Transparent Technologies reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Transparent Technologies or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold.
  4. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You 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.
  5. ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, product support services, or Internet-based services components, of the Software that you may obtain from Transparent Technologies after the date you obtain your initial copy of the Software, unless you accept updated terms or another agreement governs. Transparent Technologies reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software.
  6. SUPPORT/UPGRADES. Upon the purchase of a new license Transparent Technologies and/or its designated agents will provide 12 months of technical support and software updates to the license holder. All technical support will be provided online via Transparent Tech's support ticket system at: http://www.transparent-support.com. To use Software identified as an upgrade, you must first be licensed for the software identified by Transparent Technologies as eligible for the upgrade. After upgrading, you may no longer use the software that formed the basis for your upgrade eligibility. Prior to the initial 12 month support period expiring, you may elect to renew your eligibility to obtain technical support and software upgardes, at a cost to be determined by Transparent Technologies and published in our online marketing materials. If you have a credit card on file with Transparent Technologies for making automatic payments, annual Technical support and upgrade renewal invoices will be sent to you at least 2-weeks prior to support expiration to the email address you used to create your account at Transparent Technologies, you will be automatically charged for a 1-year renewal if you do not cancel the invoice before expiration.
  7. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
  8. END USER PROOF OF LICENSE. Upon purchase you will receive a copy of your invoice and a license key. You should keep both the invoice and license key to prove that you are licensed to use the Software. The license key will be required to access our Support Department.
  9. SOFTWARE TRANSFER . You may move the Software to a different website/domain. After the transfer, you must completely remove the Software from the former website/domain. The initial license holder of this Software may not transfer this software, license or any rights contained here in to any third party.
  10. TERMINATION. Without prejudice to any other rights, Transparent Technologies may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts.
  11. NOTICE REGARDING SECURITY. To help protect against breaches of security and malicious software, periodically back up your data and system information, use security features such as firewalls, and install and use security updates.
  12. DISCLAIMER OF WARRANTY. The software and accompanying document ion and files are sold “As Is” and without warranties as to performance or merchantability or any other warranty expressed or implied.
  13. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRANSPARENT TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF 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 OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF TRANSPARENT TECHNOLOGIES OR ANY SUPPLIER, AND EVEN IF TRANSPARENT TECHNOLOGIES OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  14. LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of Transparent Technologies and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by Transparent Technologies with respect to any breach of the Limited Warranty) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software or US$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 13 and 14) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
  15. APPLICABLE LAW. This EULA is governed by the laws of the State of Pennsylvania, United States of America, and should any issues of Law arise in regards to the enforcement or terms of this License Agreement, jurisdiction shall be exclusive to that specific Venue.
  16. ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and Transparent Technologies relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any Transparent Technologies policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.