End User License Agreement
LIMITED WARRANTY. The Smart Designer (Seller) makes no warranties (expressed, implied or statutory) with respect to the software system known as DesignSmart, and the accompanying optional software modules including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose. In no event will Seller be liable to [Your company name here] (Buyer) for any direct or indirect damages including loss of profits, lost savings, loss of data, or other special incidental or consequential damages arising out of Buyer’s use of or inability to use the Software. In no event, will Seller’s liability exceed one month of licensing fees.
CONTINUED USED OF SOFTWARE. Upon payment of the either the monthly or annual price, the Buyer is entitled to the use of software for the respective period of purchase. Buyer agrees to delete any and all licenses of FileMaker Pro software installed on all computers if they elect to no longer pay the monthly or annual fees.
PLACE OF USE. Buyer covenants and agrees not to allow the use of the Software by other businesses, entities or individuals and that said Software shall be used only on the workstations authorized by this purchase. Buyer further covenants and agrees not to copy, rent, sublease, license, transfer, donate, commercially exploit, reverse engineer, decompile, disassemble (or allow the same to occur) the Software, or any part thereof.
INDEMNITY. Buyer shall indemnify and hold Seller harmless of and from any and all claims, losses, liabilities (including negligence, tort and strict liability), damages, judgments, suits or legal proceedings, including court costs, expenses and reasonable attorneys’ fees, related to the use of the Software, provided however that Seller shall indemnify and hold Buyer harmless to the same degree expressed herein from any claim that Buyer’s use of the Software violates the intellectual property rights of another.
TECHNICAL SUPPORT – Technical support will be provided during the purchase period. Email and phone support will be available between 9:00 AM – 4:30 PM Central time during normal work days.
TITLE. All of the Software shall remain personal property and the title thereto shall remain with the Seller at all times. Buyer shall keep the Software free from any and all judgments, liens and encumbrances. Buyer shall give Seller immediate notice of the attachment or other judicial process, lien or encumbrance affecting the Software and shall indemnify and save Seller harmless of and from any loss or damage caused thereby.
CONFIDENTIALITY. During the course of this Agreement, either party may have or may be provided access to the other’s proprietary items or confidential information (“Confidential Information”). Each party agrees to maintain the confidentiality of the other’s Confidential Information in accordance with this provision and any separate nondisclosure agreement that expressly references the disclosure(s) between Seller and Buyer. At a minimum, each party agrees that it shall not make the other’s Confidential Information available to any third party without the written consent of the other and that title and ownership of the Confidential Information provided by one party to the other shall remain the exclusive property of that party who has the right to possess the Confidential Information.
ACCEPTANCE – Signature and return of the proposal form from The Smart Designer will constitute Buyer’s acceptance of this agreement.