IMPORTANT: READ THIS AGREEMENT CAREFULLY. BY INSTALLING, COPYING, RUNNING, OR OTHERWISE USING THE AMMAP SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, PLEASE DO NOT INSTALL, RUN, COPY, OR OTHERWISE USE THE AMMAP SOFTWARE.
This License Agreement ("License") is a legal agreement between you and Antanas Marcelionis ("AMMAP") concerning your use of the AMMAP Software, together with any electronic documentation that may be provided therewith (collectively, "the Software") through the Software. YOU HEREBY AGREE, BOTH ON YOUR OWN BEHALF AND AS AN AUTHORIZED REPRESENTATIVE OF ANY ORGANIZATION FOR WHICH YOU ARE USING THE SOFTWARE ("EMPLOYER"), THAT YOU AND THE EMPLOYER WILL USE THE SOFTWARE ONLY IN ACCORDANCE WITH THE FOLLOWING TERMS:
1. Disclaimer of Warranty. You expressly acknowledge and agree that use of the Software is at your sole risk. THE SOFTWARE IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. AMMAP does not warrant that the functions contained in the Software will meet your requirements or those of the Employer, or that the operation of the Software will be uninterrupted or error-free. Furthermore, AMMAP does not warrant or make any representation regarding the use or the results of the use of the Software (including the related documentation) in terms of their correctness, accuracy, reliability, or otherwise.
AMMAP EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE.
The Software may be provided with third-party plug-ins or other third-party software, or this Software may be provided as a plug-in for or otherwise in association with third-party software. Use of any such third-party software will be governed by the applicable license agreement, if any, with such third party.
AMMAP IS NOT RESPONSIBLE FOR ANY THIRD-PARTY SOFTWARE AND WILL HAVE NO LIABILITY OF ANY KIND FOR YOUR USE OF SUCH THIRD-PARTY SOFTWARE AND MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO SUCH THIRD-PARTY SOFTWARE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MIGHT NOT APPLY TO YOU.
2. Limitation of Liability. In no event will AMMAP' total liability for all damages exceed the amount of money paid to AMMAP for the software that caused the damages unless caused by the gross negligence or intentional misconduct of AMMAP.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL AMMAP BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA, LOST REVENUE, OR LOST PROFITS, ARISING OUT OF OR RELATING TO THIS LICENSE OR THE SOFTWARE UNLESS CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF AMMAP.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INDIRECT DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
3. License Grant. Subject to the terms and conditions of this Agreement and upon Licensee's full payment of the applicable fees AMMAP grants to you, and you accept, a personal, nonexclusive, nontransferable license to install and use the Software at an unlimited number of websites and redistribute as a part of your own applications. This License is effective until terminated as provided below. You may terminate this License by destroying the Software and any copies of the Software in your possession. This License will terminate automatically upon any violation of its terms by you or the Employer.
4. Support and upgrading. Licensee is entitled to receive Minor Version Upgrades of the Software at no additional fees. "Minor Version Upgrade" shall mean versions "1.xx", where "xx" represents any number or symbol combination. Licensee will receive support at no additional fees during 6 months after the purchase of Software.
5. License Restrictions. You may not do any of the following yourself, or through any third party, and you may not permit any third party with whom you have a business relationship to do any of the following: (A) modify or create derivative works based upon the Software; (B) decompile, disassemble, or reverse engineer the Software in whole or in part; (C) defeat, disable, or circumvent any protection mechanism related to the Software; (D) use the Software or any parts of it to develop a product directly competing with the Software.
6. Title and Ownership. This software is protected by copyright laws and international treaty provisions. Except for the rights expressly granted above, this License transfers to you no right, tide, or interest in the Software, or any copyright, patent, trademark, trade secret, or other intellectual property or proprietary right in the Software. AMMAP retains sole and exclusive title to all portions of the Software and any copies thereof. You agree not to disclose the Software to anyone.
7. Indemnification. Licensor will indemnify Licensee against liability to third parties resulting from claims that the Licensed Software infringes on or violates any patents, copyrights, trade secrets or any other intellectual property rights of such third parties.
8. Controlling Law and Severability. This License will be governed by the laws of the Republic of Lithuania without regard to their provisions regarding conflicts of laws. This License will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You irrevocably submit to the jurisdiction of the state courts sitting in, and any action or proceeding arising out of this License will be heard and determined in such court. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, such provision will be interpreted in order to give effect to such provision to the maximum extent permitted by law, and the remainder of this License will continue in full force and effect.
9. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by AMMAP.
SOURCE CODE AGREEMENT
IMPORTANT: READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING THE SOURCES YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, PLEASE DO NOT DOWNLOAD, INSTALL, RUN, COPY, OR OTHERWISE USE THE SOURCES OF THE SOFTWARE.
This source code agreement (hereinafter - "Agreement”) is made between Antanas Marcelionis (hereinafter - "AMMAP") and you, the customer (hereinafter - "Licensee"). AMMAP and Licensee agree as follows:
1. DEFINITIONS
1.1. For purposes of this Agreement, the following definitions shall apply:
(a) "Software" shall mean the particular Software product purchased by Licensee from AMMAP.
(b) "Source Code" shall include computer programming code or any computer instructions necessary to compile the Software.
(c) "Derivative Works" means any software programs which are developed by Licensee and which incorporate or contain modifications of any part of Source Code, and including any revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion or any other form in which Source Code, may be recast, transformed or adapted.
(d) "Purpose" means the creation of bug-fixes, corrections, enhancements, revisions, modifications and adaptations of Source Code and addition of new user interfaces, features and functionality to the Software.
2. LICENSEE RIGHTS AND RESTRICTIONS
2.1. By completing this Agreement and subject to the restrictions and consideration stated below, AMMAP grants Licensee a nonexclusive, nontransferable, perpetual, worldwide right to:
1. use and reproduce as many copies of the Source Code as are reasonably necessary only for the purpose of exercising the rights granted under this Agreement;
2. modify and create Derivative Works of the Source Code for the Purpose;
3. use, reproduce, have reproduced, sell (via sublicense), distribute (via sublicense), perform or otherwise transfer (via sublicense), directly or through distributors or resellers, Derivative Works, only in object code format, that are consistent with the Purpose and subject to the reporting and audit provisions of the Agreement.
2.2. No right is granted to Licensee hereunder to permit, authorize, license or sublicense any third party to view or use the Source Code.
2.3. No right is granted to Licensee hereunder to sell, distribute, make available, publish or otherwise transfer the Source Code except as provided in section 2.1 above.
2.4. Licensee shall not use the Source Code for anything other than its intended, legitimate, and legal purpose.
2.5. Licensee shall not employ Source Code in any way that competes either directly or indirectly with AMMAP including but not limited to creation of Derivative Works that compete either directly or indirectly with Software.
2.6. Licensee shall not use the Source Code in any manner not specifically permitted under this Agreement.
2.7. No right is granted under any patents, copyrights, trade secrets, trademarks or other proprietary rights of AMMAP, except as expressly granted herein.
2.8. The terms of this Agreement do not entitle Licensee to receive any support or maintenance services from AMMAP with respect to the Source Code.
3. OWNERSHIP
AMMAP maintains title and ownership of all copyright interests in the Source Code.
4. CONFIDENTIALITY AND PROPRIETARY
Licensee agrees and acknowledges that the Source Code is proprietary, valuable, and not generally known in the industry. Licensee agrees that it will maintain, through reasonable means, the confidentiality of the Source Code, and will not disseminate or allow unrestricted access. Licensee shall not distribute the Source Code to anyone other than employees and software developers of Licensee's organization or third party contractors working on behalf of Licensee’s organization with a need to know. Licensee may be held legally responsible for any infringement of intellectual property rights that is caused or encouraged by Licensee‘s failure to abide by this Agreement.
5. LIMITATION ON LIABILITY
To the maximum extent permitted by applicable law, AMMAP shall not be liable to Licensee for any incidental, consequential, special, punitive or indirect damages, including without limitation, damages for loss of profits, business opportunity, data or use, incurred by Licensee or any third party, even if it has been advised of the possibility of such damages.
6. WARRANTY AND DISCLAIMER
6.1. AMMAP warrants that it has all right, power and authority to enter into this Agreement and to grant the licenses granted hereunder.
6.2. Except as set forth in section 6.1 above, AMMAP makes no representations or warranties with respect to the Source Code. All express or implied representations and warranties, including without limitation any implied warranty of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, is hereby expressly disclaimed. Licensee specifically acknowledges that the Source Code is provided "as is" and may have bugs, errors, defects or deficiencies.
7. INDEMNITY.
Licensee agrees to defend, indemnify and hold harmless AMMAP from and against any damages, costs and expenses (including, without limitation, reasonable attorneys fees and costs) arising from or relating to any third party claims, actions or demands that the sale, distribution or other transfer of any Derivative Works by Licensee or its distributors or resellers infringes the intellectual property rights of any third party.
8. TERMINATION.
8.1. This Agreement shall become effective on the date when Licensee pays agreed amount to AMMAP, and shall remain in effect perpetually unless terminated as provided herein.
8.2. Without prejudice to any other rights, AMMAP shall have the right to terminate this Agreement if Licensee fails to comply with the terms and conditions of this Agreement. In such event, Licensee shall destroy all copies of the Source Code and all of its component parts.
9. MISCELLANEOUS
9.1. Assignment and Effect: This Agreement shall inure to the benefit of and be binding upon both parties, as well as their employees, employers, agents, parents, subsidiaries, representatives, licensees, and assigns.
9.2. Modifications: There will be no modifications, alterations, or amendments to this Agreement, unless both parties agree in writing.
9.3. Governing Law: This Agreement shall be governed by and construed under the laws of the Republic of Lithuania.
9.4. Jurisdiction and Venue: Should any dispute arise under the terms of this Agreement, such dispute will finally be solved under the procedure established by the laws of the Republic of Lithuania in the Lithuanian court according to the place of domicile of AMMAP.
9.5. Transfer of Rights: Without prejudice to any other rights, AMMAP shall have the right to transfer any rights and/or obligations hereunder to any third party.