CAREFULLY READ THE FOLLOWING END-USER LICENSE AGREEMENT (the “Agreement”) CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. THIS DOCUMENT CONTAINS A DISPUTE RESOLUTION CLAUSE. BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON OR LEAVE THE WEBSITE.
Please contact us at firstname.lastname@example.org for any queries.
“You” means the person or company who is being licensed to use the software.
The “Company” means Newseptic, LLC, an Ohio Limited Liability Company with offices located at 223 Deepwood Drive, Wadsworth, Ohio 44281.
“You” and the “Company are collectively referred to as the “Parties”.
NOW, THEREFORE, THIS AGREMENT WITNESSETH that, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS BEFORE AGREEING TO VIEW THE FOLLOWING PAGES OR PRIOR TO USING ALL OR ANY PORTION OF WWW.NEWSEPTIC.NET (THE “SOFTWARE”).
- A. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU HEREBY ACKNOWLEDGE AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (AN INDIVIDUAL AND/OR A SINGLE ENTITY), THE END-USER, AND COMPANY FOR THE SOFTWARE, WHICH INCLUDES WITHOUT LIMITATION ANY COMPUTER SOFTWARE OR CODE AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MEDIA, AND “ON-LINE” OR ELECTRONIC DOCUMENTATION, INCLUDING DRAFTS OF AND THE FINAL DESIGN OF YOUR RESIDENTIAL AND/OR COMMERCIAL SEPTIC SYSTEM (COLLECTIVELY, THE “PRODUCT”).
- B. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINS THE PRODUCT AND ON WHOSE BEHALF IT IS USED. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT INSTALL, COPY, DOWNLOAD OR USE THE SOFTWARE PRODUCT.
- C. YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
2. LICENSE GRANT AND RESTRICTIONS
- A. Company hereby grants you a non-exclusive, non-transferable license (log-in rights) to use the Software for the design of one (1) residential and/or commercial septic system. The Company reserves the right to suspend your log-in rights should you attempt to use the Software to design more than one (1) residential and/or commercial septic system.
- B. You may install, download and use one (1) copy of the Product on a single laptop or desktop computer.
- C. You may also install, download and use one (1) copy of the Product as an archival backup copy. Such a backup copy shall not be installed or used on any computer. You hereby agree, acknowledge and covenant that. Any other copies you make or authorize are in violation of this Agreement.
- D. Unless provided otherwise in this Agreement or by prior express written consent of Company, you shall not display, modify, reproduce and distribute any part or portion of the Product, nor any related Product or documentation, if any.
- A. Company shall retain all worldwide rights, title and interest in and to the Product (including without limitation ownership of all copyrights and other intellectual property rights therein), as well as all right, title and interest in and to its trademarks, service marks, trade names worldwide, including any goodwill associated therewith.
- B. Under no circumstances shall any provision of this Agreement be understood or deemed to restrict, bar, prohibit, or limit Company’s right to market, sell, distribute, display or otherwise provide access to the Product directly or indirectly anywhere in the world, or enter into contracts, grant licenses or make arrangements with any other party to market, sell, distribute, display or otherwise provide access to the Product anywhere in the world.
- C. You shall not sublicense, transfer or assign any right granted herein to any other person or entity.
- A. The Product is licensed to you, not sold, for use only under the terms and conditions of this Agreement.
- B. You hereby acknowledge, understand and agree that the Product is protected by the copyrights laws of the United States and international copyright treaties in addition to other intellectual property laws in the United States and throughout the world.
- C. You further hereby acknowledge, understand and agree that the terms and conditions of this Agreement will apply to any upgrades, improvements, alterations or modifications of the Product (collectively the “Improvements”), unless such Improvements are accompanied by a separate license. The terms and conditions of such a separate license will apply to the Product or product it accompanies.
D. You further agree to utilize the software solely for the purpose of designing a residential and/or commercial septic system.
E. You agree that the Company may perform such tests as the Company shall deem necessary to monitor compliance with applicable Software licenses at any time, with or without notice, during normal business hours.
The term Product as used herein means any code, program, documents, materials, marks, trademarks, names, logos, trade names, service marks or any portion thereof downloaded as a part of this Product.
6. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
- A. Company may, from time to time, provide you with support services related to the Product (“Support Services”). Company reserves the right to alter, suspend, and terminate the Support Services at any time and for any reason. Use of Support Services is governed by this Agreement.
- B. You may not transfer your rights under this Agreement without the express written permission of Company on terms to be agreed upon by the parties and any entity or individual to which the license is transferred.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY COMPANY.
8. TERM AND TERMINATION
- A. This License is effective from the moment you agree to the terms and conditions of this Agreement and begin to download any portion of the Product.
- B. You may terminate this Agreement at any time by destroying the Product along with all copies, full or partial, and removing all of its component parties.
- C. If, at any time, you fail to comply with or breach any term (or terms) of this Agreement, your rights under this Agreement will AUTOMATICALLY TERMINATE without notice from Company. In such an event, Company is under no obligation to provide notice.
- D. Upon termination or expiration of this Agreement, all rights granted herein shall revert to the original owner. You must immediately cease all use of the Product and destroy all remaining copies, including the originally downloaded copy.
9. INTELLECTUAL PROPERTY RIGHTS
- A. The Parties hereby agree and acknowledge that Company shall retain all rights, titles, and interest in the Product and to any modifications or Improvements made thereto. You will not obtain any rights in the Product.
- B. You acknowledge Company’s exclusive rights in the Product.
- C. You acknowledge that the Product is unique and original to Company and that Company is the owner thereof.
- D. Unless otherwise permitted by law, You shall not, at any time during or after the effective Term of the Agreement, dispute or contest, directly or indirectly, Company’s exclusive right and title to the Product or the validity thereof.
- E. You shall have no rights to duplicate, translate, decompile, reverse engineer, or adapt the Product without Company’s prior written consent, nor shall You attempt to develop any product, service, or Product that contains content of the “look and feel” of the Product, or any portion thereof.
10. LAW ASSURANCES
You hereby agree to fully comply with the laws of the United States, the State of Ohio, and the County in which you will be installing the septic system regarding the regulations governing the design and installation of residential and/or commercial wastewater treatment systems.
11. ADDITIONAL WARRANTIES AND REPRESENTATIONS OF COMPANY
- A. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCT IS PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY AND COMPANY’S AFFILIATES (EXPRESSLY REFERRED TO AS COMPANY FOR PURPOSES OF THIS SECTION ONLY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PRODUCT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
- B. COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH END-USER’S ENJOYMENT OF THE PRODUCT, THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET THE END-USER’S REQUIREMENTS, THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR A COMPANY-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
- C. SHOULD THE PRODUCT PROVE DEFECTIVE, THE END-USER SHALL ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR OR CORRECTION.
- A. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE USE OF OR INABILITY TO USE THE PRODUCT OR ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.
- B. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE DISTRIBUTOR SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF PRODUCT.
- C. YOU AGREE TO BE SOLELY RESPONSIBLE FOR THE DESIGN, REPAIR AND CONFIGURATION YOUR EQUIPMENT, MACHINERY, SYSTEMS AND/OR PRODUCTS. YOU ASSUME ALL RISKS AND LIAIBLITY FOR RESULTS OBTAINED BY THE USE OR IMPLEMENTATION OF THE DESIGNS IN ANY WAY INFLUENCED BY THE USE OF THE PRODUCT OR THE PROVISION OF SERVICES, WHETHER SUCH DESIGNS ARE USED SINGLY OR IN COMBINATION WITH OTHER DESIGNS OR PROUDCTS.
- D. YOU AGREE THAT COMPANY WILL BE INDEMNIFIED AND HELD HARMLESS BY YOU FOR ANY CLAIMS THAT ARISE AS A RESULT OF INJURIES AND/OR DAMAGES, INCLUDING ATTORNEY’S FEES, RESULTING FROM THE IMPROPER INSTALLATION AND/OR USE OF THE PRODUCT.
13. JURISDICTION AND DISPUTES
This Agreement shall be governed in accordance with the laws of the State of Ohio. All disputes under this Agreement shall be resolved by litigation in the courts of the County of Medina, State of Ohio including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
The Company may at any time revise the terms of this Agreement by updating these terms and by providing notice to you of that change.
15. AGREEMENT BINDING ON SUCCESSORS
The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
You may not assign any of your obligations, rights or remedies hereunder and any such attempted assignment shall be null and void. You may not in any manner or form disclose, provide or otherwise make available, in whole or in part, the Product, including but not limited to your log-in information, the ultimate design and/or documentation to any third parties.
18. SECTION HEADINGS
The section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Agreement.
The waiver or failure of the Company to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. This Agreement constitutes the entire terms and conditions between the parties with respect to the subject licensing of the Product and supersedes all proposals, all previous negotiations and agreements, written or oral, express or implied, between the parties with respect to the license.