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# Proprietary Software License Agreement | ||
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**Effective Date:** July 1, 2024 | ||
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## 1. Grant of License | ||
Subject to the terms and conditions of this Agreement, WP STAGING ("Licensor") grants a user (Licensee) a non-exclusive, non-transferable, revocable license to use the executable version of the Go-based extractor binary for the command line ("Software") solely for your internal business purposes. | ||
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## 2. Restrictions on Use | ||
Licensee shall not: | ||
- Copy, distribute, or modify the Software, except as explicitly permitted by this Agreement. | ||
- Reverse engineer, decompile, or disassemble the Software, or attempt to derive the source code from the Software. | ||
- Rent, lease, lend, sublicense, or transfer the Software or any of its components. | ||
- Use the Software for any purpose that is unlawful or prohibited by this Agreement. | ||
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## 3. Ownership | ||
The Software is licensed, not sold. Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights. Licensee acknowledges that no title to the intellectual property in the Software is transferred to Licensee and that Licensee does not obtain any rights, express or implied, other than those expressly granted under this Agreement. | ||
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## 4. Confidentiality | ||
Licensee agrees to maintain the confidentiality of the Software and any proprietary information related thereto and to not disclose or provide access to the Software to any third party without the prior written consent of Licensor. | ||
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## 5. Term and Termination | ||
This Agreement is effective until terminated. Licensor may terminate this Agreement at any time if Licensee fails to comply with any of the terms and conditions of this Agreement. Upon termination, Licensee shall immediately cease all use of the Software and destroy all copies, full or partial, of the Software. | ||
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## 6. Warranty Disclaimer | ||
**THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.** | ||
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## 7. Limitation of Liability | ||
**IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF LICENSEE'S USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.** | ||
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## 8. Indemnification | ||
Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees), that Licensor may incur as a result of or arising from Licensee's use of the Software or any breach of this Agreement by Licensee. | ||
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## 9. Governing Law | ||
This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in [Your Jurisdiction], and the parties hereby consent to the personal jurisdiction and venue therein. | ||
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## 10. Entire Agreement | ||
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter. | ||
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## 11. Amendments and Waivers | ||
No amendment to or waiver of this Agreement will be effective unless it is in writing and signed by both parties. No waiver of any breach or default will constitute a waiver of any subsequent breach or default. | ||
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## 12. Severability | ||
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. | ||
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**IN WITNESS WHEREOF, the parties hereto have executed this Proprietary Software License Agreement as of the Effective Date.** | ||
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**WP STAGING** | ||
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By: WP STAGING | ||
Name: René Hermenau | ||
Title: CEO | ||
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**Licensee** | ||
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By: ___________________________ | ||
Name: [Licensee Name] | ||
Title: [Licensee Title] |
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