SOFTWARE USE LICENSE AGREEMENT 1. GENERAL SOFTWARE LICENSE A. General License Grant SmartASPAd is not a free software. SmartASP.net grants to you the nonexclusive right to use the software for evaluation purposes without charge for a period of 30 days. If you use this software after the 30 days evaluation period you must register. SmartASP.net grants you the choice of modifying the Software source code to better fit your company's needs. You may use the Software under all domains that is owned, operated and is controlled by your REGISTERED LICENSED company, organization or personal identity. SmartASP.net grants you the right to create multiple instances of the software with the restriction of each copy branded with your REGISTERED LICENSED company, organization or personal identity AND the Software is deployed on system(s) owned by or rented by REGISTERED LICENSED company, organization or personal identity of this License Agreement. All instances of the software MUST be branded with your REGISTERED LICENSED company, organization or personal identity. BRANDING IDENTIFICATION INCLUDES BUT NOT LIMITED TO LOGO, URL LINKS, and POWERED BY MARK. You are bound to this Agreement during Your entire possession time span of this Software, in its original or altered state. SmartASP.net reserves the rights to suspend, revoke or terminate your license to use the software if these terms are violated. See Section 5 of this License Agreement for termination procedures. B. Copyright The Software (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Software) is owned by SmartASP.net or its suppliers and is protected by United States copyright laws and international treaty provisions. Therefore, You must treat the Software like any other copyrighted material. You may not copy the Software for DISTRIBUTION or RESELL in any way. You may not copy any written materials accompanying the Software without express written authorization from SmartASP.net. All copies of the Software, in its original or altered state, MUST be in the possession of the by REGISTERED LICENSED company, organization or personal identity of the Software. Proofs of infringement of copyright violations include but not limited to similar code style and structures, similar layout and design, similar database design, and containing parts of the original Software source code. YOU MAY NOT REMOVE THE ORIGINAL SmartASP.net COPYRIGHT NOTICE FROM THE SOURCE CODES OF THE SOFTWARE. Modification of the software is granted, but removing the copyright notice is PROHIBITED. You may display your code contribution copyright notice in conjunction with SmartASP.net's original copyright mark, BUT YOU MUST CLEARLY DISTINGUISH YOUR MODIFICATIONS FROM THAT OF SmartASP.net'S ORIGINAL SOURCE CODE. All SmartASP.net Copyright notice must remain intact and cannot be removed from the Software and user visibility. You may place a "powered by" mark in conjunction with SmartASP.net's original copyright mark C. Other Restrictions Each Software package purchased under this Agreement is licensed as a single product. Its component parts CAN be separated, but from there after, SmartASP.net will no longer provide support or upgrades. You may not distribute copies of the Software or any accompanying written materials to others, in its original or altered state. All instances of the software must be branded with your REGISTERED LICENSED company, organization or personal identity and all instances of the Software MUST reside on the server(s) you own or lease. BRANDING IDENTIFICATION INCLUDES BUT NOT LIMITED TO LOGO, URL LINKS, and POWERED BY MARK. YOU MAY NOT DISTRIBUTE OR RESELL THE SOFTWARE IN ITS ORIGINAL OR ALTERED STATE. YOU MAY NOT PROVIDE OR RENT THE SOFTWARE USE TO OTHERS - OTHERS CAN BE DEFINED AS PARTIES THAT DO NOT FALL UNDER THE STAFF BASE OR ARE NOT DIRECTLY RELATED TO THE REGISTERED LICENSED company, organization or personal identity of this License Agreement. If any portion of the current SmartASP.net's software source is merged, inserted, copied, or ported to your previous SmartASP.net's software source, THIS CURRENT LICENSE AGREEMENT WITH OSI CODES WILL IMMEDIATELY GO IN EFFECT AND NULLIFY YOUR PREVIOUS SmartASP.net'S LICENSE AGREEMENT. D. Trademarks The trademarks, logos and service marks ("Marks") displayed on this Site; Software and any accompanying written materials are the property of SmartASP.net or other third parties. You are not permitted to use the Marks without the prior written consent of SmartASP.net or such third party that may own the Marks. E. User Infringement Liability You may be held legally responsible for any infringement that is caused or encouraged by your failure to comply with the licensing provisions of this Agreement. Upon purchase of the SmartASP.net Software, legal actions from SmartASP.net can be directed towards you if you do not comply with the license agreement. 2. DISCLAIMERS AND WARRANTY INFORMATION NO WARRANTY UNLESS EXPRESSLY PROVIDED OTHERWISE IN A SEPARATE AGREEMENT BETWEEN YOU AND SmartASP.net, ALL INFORMATION AND SOFTWARE ON AND FROM THIS SITE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SmartASP.net ASSUMES NO RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE INFORMATION OR SOFTWARE OR OTHER DOCUMENTS AT, REFERENCED BY, OR LINKED TO THIS SITE. YOU ASSUME THE ENTIRE RISK FOR THE RESULTS AND PERFORMANCE OF THE SOFTWARE. ANY REFERENCES TO CORPORATIONS, THEIR SERVICES AND PRODUCTS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO LIABILITY FOR DAMAGES IN NO EVENT SHALL SmartASP.net OR ANYONE ELSE INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE OR ANY ACCOMPANYING WRITTEN MATERIALS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, LOSS OF DATA, LOSS OF OTHER MATERIALS, LOSS OF PROFITS, BUSINESS OR OTHER WORK INTERRUPTION, OR ANY OTHER PECUNIARY LOSSES, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE INFORMATION, SOFTWARE OR OTHER MATERIALS OBTAINED FROM USING THIS SOFTWARE OR FROM THE PERFORMANCE OR LACK OF PERFORMANCE OF THIS SOFTWARE. NO LIABILITY FOR ERRORS OR OBLIGATION TO UPDATE SmartASP.net SOFTWARE COULD INCLUDE TECHNICAL OR OTHER INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN; THESE CHANGES WILL BE INCORPORATED IN NEW OF THE SOFTWARE AT SmartASP.netS' SOLE DISCRETION. SmartASP.net MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SOFTWARE AND ANY OTHER PRODUCT(S) OR PROGRAM(S) DESCRIBED ON OUR SITE AT ANY TIME. SmartASP.net HAS NO OBLIGATION TO NOTIFY YOU OF ANY CHANGES OF THE SOFTWARE OR ANY OTHER PRODUCTS OR PROGRAMS. 3. CUSTOMER REMEDIES. In no event shall SmartASP.net's total liability to you for all damages, losses, and causes of action arising from or connected in anyway with this Agreement (including without limitation liability in contract, tort or under any other legal theory) ever exceed the INITIAL amount paid by You for the Software. INITIAL amount is defined as the first payment to purchase the software and DOES NOT include other fees incurred there after. This shall constitute Your sole and exclusive remedy. 4. FEES AND PAYMENT A. Fees and Payment Obligation. Please carefully review and consider the price list before purchasing any products covered by this Agreement. SmartASP.net reserves the right to change our prices at any time. We will post all price changes on our Site. Your acceptance of this Agreement indicates consent to the published prices. By accepting this Agreement, You consent to pay all fees and costs that You incur. Failure to pay timely and in full constitutes a material breach of this Agreement. B. Method of Payment. B-A. Payment SmartASP.net requires a credit card transaction, wire transfer, or a mailed check prior to obtaining the software. SmartASP.net will allow You to download or issues a release of purchased Software 1-5 business days upon receiving authorization from Your account holder. B-B. Refunds Refunds are based on Software failure, NOT server issues. Refunds are provided ONLY AFTER our tech has assisted in your installation and the Software fails to function fully. SmartASP.net will determine if a refund is necessary based on individual situations. If refund is provided, You must follow the termination guidelines detailed on Section 5 of this License Agreement. REFUNDS ARE NOT AVAILABLE AFTER 1 MONTH FROM PURCHASE DATE. REFUNDS ARE NOT PROVIDED if a client has NOT fully evaluated the Software demo or the Software trial prior to purchase. 5. TERMINATION. This Agreement is effective IMMEDIATELY upon Your Software download and Software transfer from SmartASP.net's severs to your computer. Proof of download will be based on SmartASP.net's client status using OUR records and logs. Unless sooner terminated by SmartASP.net, any license granted by this Agreement terminates in accordance with the method and timeframes specified in Section 1-A of this Agreement. Without prejudice to any other rights, SmartASP.net may suspend, revoke, or terminate this Agreement if You fail to comply with any of its provisions. In such event, You shall delete all copies and instances of SmartASP.net's Software(s) from your possession within 3 days of SmartASP.net's License Agreement termination notice. IF YOU FAIL TO COMPLY WITH OUR TERMINATION PROCEDURE, LEGAL ACTIONS WILL BE TAKEN WITHIN 24 HOURS OF THE GIVEN 3 DAYS GRACE PERIOD OF COMPLIANCE. 6. LAW This License Agreement shall be construed, interpreted and governed by the laws of the State of New York without regard to conflicts of laws provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate federal or state court sitting in New York City, New York, USA. This License Agreement shall constitute the entire Agreement between the parties hereto. SmartASP.net has the right to modify this agreement with each new release of the Software. You have the right to waiver the modifications and opt to abide by the previous Agreement and choose not to accept the new Software release and the modified License Agreement. If a court of competent jurisdiction finds any part of this License Agreement invalid or unenforceable, the remainder of this License Agreement shall be interpreted so as to reasonably affect the intention of the parties.
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