NON-EXCLUSIVE SOFTWARE LICENSE AGREEMENT
This Non-Exclusive Software License Agreement (the “Agreement”) is made between you (if you are an individual who will make personal use of the Software) or your organization (if you are acting on behalf of an organization who will use the Software) (in either case, “You” or “Your”) and Cooperstock Software (the “Licensor”). The effective date of this Agreement is when You accept this Agreement in accordance with the procedure set out in the installation program (namely, clicking “I agree to the terms of this license agreement” when presented with this Agreement during the installation of the Software). For good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), We agree as follows:
Definitions. In this Agreement, “We” or “Us” means You and Licensor. The term “Software” as used in this Agreement means the software “Dan Cooperstock’s DONATION” TM, as well as accompanying user documentation, and any updates thereto provided by Licensor.
Evaluation License. Licensor licenses to You the non-exclusive, non-transferable, non-assignable right to install and run the Software in executable object code format as follows:
The Software shall be installed and may be run on one or more of Your computers;
The Software shall be used and accessed only by You or, if You are an organization, by employees or volunteers of Your organization only in respect of evaluating the Software and its potential use in Your organization’s operations; and
The Software shall be used by only one user at a time.
You may make copies of the Software in any machine-readable form for back-up purposes, in support of Your use of the Software, provided that each copy contains all proprietary notices.
Paid License. Upon payment of the Annual Fee as set out on the program’s web site and in consideration of the fees paid, You will be notified by email that You are entitled to a license key, at which point Section 2 shall no longer apply and Licensor shall license to You the non-exclusive, non-transferable, non-assignable right to install and run the Software in executable object code format as follows:
The Software shall be installed and may be run on one or more of Your computers;
The Software shall be used and accessed only by You or, if You are an organization, by employees or volunteers of Your organization only in respect of Your organization’s operations; and
The Software shall be used by only one user at a time unless You have paid a License Fee in respect of each simultaneous user.
You may make copies of the Software in any machine-readable form for back-up purposes, in support of Your use of the Software, provided that each copy contains all proprietary notices. Only the current version of the software will ever be available on the program's website, so if You wish to be able to reinstall your current version of the program after Your 12 month support and upgrades eligibility period has expired, without further payment, You must keep a secure permanent copy of the installation program from before your expiry date.
Updates. The Licensor may from time to time release new versions of the Software or patches or other fixes to the Software (collectively, “Updates”). Your eligibility to download and install Updates is subject to additional fees after each 12 month payment period. If You wish to be notified when Updates are released, and when further payment is required in order to extend your eligibility for support and updates, You must keep the Licensor informed of a current email address at which you wish to be contacted. The Licensor will have no obligation to make further attempts to reach You if delivery to your registered email address fails. All new versions or releases which are provided to You shall be considered part of the Software and shall be governed by the terms of this Agreement.
Restrictions. You shall not copy (except as provided in Section 2 or Section 3), distribute, translate, transmit, merge, modify, host, publish, make, sell, transfer, adapt, loan, rent, lease, assign, share, sub-license or make available to another party, the Software or any copy, in any way, in whole or in part. You shall not reverse engineer, disassemble or decompile the Software, or electronically transfer it into another computer language. You must take all necessary precautions to prevent anyone else from violating the terms of this Agreement. This section shall survive the termination of this Agreement.
Copyright. The Software is protected by Canadian, United States, and international copyright and intellectual property laws. All rights to the Software are owned by Licensor and Licensor retains all rights not expressly licensed. By using or purchasing this Software, You do not become the owner of the Software, but are entitled only to use the Software in accordance with the terms as set out in Section 2 or Section 3 of this Agreement, as applicable.
Warranty and Disclaimer.
Licensor warrants that the Software will perform substantially in accordance with the accompanying documentation for a period of one (1) year from the date of download. The Licensor will make commercially reasonable efforts to fix any significant bugs found in the Software, and to resolve any significant deficiencies in reference to its documented features. The Licensor shall not be liable under the said warranty above if the Software fails to operate in accordance with the said warranty as a result of any modification, variation or addition to the Software not performed by the Licensor or caused by any abuse, corruption or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible.
Licensor gives no other express or implied terms, warranties, representations, or conditions of any kind, statutory or otherwise, with respect to the software, including but not limited to any warranty that it will meet Your requirements, that the operation of the software will be uninterrupted, error- or virus-free, or any implied warranties of merchantability, quality or fitness for a particular purpose. The entire risk as to the downloading and use of the software is with You. You assume all responsibility for the selection of the software to achieve Your intended results and for the installation, use and results obtained from the software. This section shall survive the termination of this agreement.
Limitation of Liability.
Although Licensor has taken all reasonable precautions to ensure the software is error- and virus-free, the inherent complexity of computer technology prevents Licensor from giving such warranties. You are advised to ensure You have sufficient back-up systems in place. Licensor’s entire liability in contract, tort or otherwise and Your exclusive remedy shall be, at the option of Licensor, either: (a) a refund of the amount You paid to Licensor for the use of the software; or (b) Licensor providing You with corrected software; provided that You provide to Licensor a copy of proof of payment for any amounts paid within one year from the date of purchase. In no event will Licensor be liable for any indirect damages, howsoever caused, including but not limited to, any lost profits, lost savings, loss of use or lack of availability of facilities including computer resources and stored data, special, incidental, punitive, exemplary, aggravated, economic or consequential damages, contribution or indemnity, arising out of the use, or inability to use the software, or for claim by any other party, even if Licensor or any of its lawful agents, dealers or employees have been advised of the possibility of such damages or claim. In no case will Licensor be liable for more than the amount paid by You for the use of the software. Some jurisdictions do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to You. This section shall survive the termination of this agreement.
Third Party Licenses. The Software incorporates third party licenses. You also agree to comply with any third-party software licenses, the terms of which are located at www.software4nonprofits.com/3rdParty.htm and will also be installed with the Software in a folder named “3rd Party” under the Software’s main installation directory. You should print a copy of these licenses for Your reference.
Governing Law. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada and shall be treated in all respects as an Ontario contract, without reference to the principles of conflicts of law. In the event of a dispute, We agree to submit to the non-exclusive jurisdiction of the Ontario courts. We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and the International Sale of Goods Act (Ontario) as amended, replaced or re-enacted from time to time.
Print This License. A copy of the Agreement will be kept in the same location as the executable programs of this Software, typically, in the directory C:\Program Files\DONATION. You should print a copy of the Agreement for Your reference after the installation process is complete. There is a Print button in the screen of the installation program that displays this license, and there is also a menu option in the Software that will display a copy of the Agreement and allow You to print it.
Interpretation. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. In this Agreement, words importing the singular number include the plural and vice versa, words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.
Termination. This Agreement is effective until terminated. This Agreement shall terminate: (a) when You provide notice of termination to Licensor; or (b) upon Your failure to comply with any of the terms or obligations of this Agreement, which shall constitute a material breach, and You will be subject to all applicable legal and equitable remedies. You agree, upon such termination, to destroy all copies of the Software in any form.
General. If a court of competent jurisdiction should find any part of this Agreement to be invalid, illegal or unenforceable, that part shall be severed from the rest of the Agreement, which shall remain in full force and effect. This is the complete license agreement between Us and it is binding upon You, Licensor, and our respective successors and permitted assigns. No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.
Notice. The Licensor may be contacted at 57 Gledhill Ave., Toronto, Ontario, Canada, M4C 5K7 and by email at info@Software4Nonprofits.com.
TM trade-mark of Cooperstock Software.
© Cooperstock Software, 2013.