Sentient Matter Magento Extension EULA
www.sentientmatter.com
licenses@sentientmatter.com
Twitter – @SentientMatter
Facebook – http://www.facebook.com/SentientMatter
1. Preamble
This Agreement, effective the moment you obtain our Software from our website or receive
it by any other means [hereinafter: Effective Date] governs the relationship between You,
the person or company who is being licensed to use the software, (hereinafter: Licensee) and
Sentient Matter, a duly registered company in CO, United States whose principal place of
business is CO, United States (Hereinafter: Licensor). This Agreement sets the terms, rights,
restrictions and obligations on using this software (hereinafter: The Software) created and owned
by Licensor, as detailed herein.
2. License Grant
Licensor hereby grants Licensee a Personal, Assignable, Commercial, Royalty free, Including the rights
to create but not distribute derivative works, Non-exclusive license, all with accordance with
the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.
2.1. Limited
Licensee may use Software for the purpose of:
2.1.1. Running Software on Licensee’s Website[s] and Server[s];
2.1.2. Allowing 3rd Parties to run Software on Licensee’s Website[s] and Server[s];
2.1.3. Publishing Software’s output to Licensee and 3rd Parties;
2.1.4. Distribute Verbatim Copites of Software’s output;
2.1.5. Modify Software to suit Licensee’s needs and specifications.
2.2. Personal
Licensee may not sublicense, lease, rent or otherwise allow 3rd parties to use Software,
or any portions thereof, apart from being executed in any form apart from being run as a
server script on Licensee’s Website[s] or Server[s].
2.3. Assignable
Licensee may assign his rights and duties under this license as long as the party who Licensee
assigns the license accepts the license in full, and provides Licensor with a written confirmation
of Assignment.
2.4. Commercial, Royalty Free
Licensee may use Software for any purpose, including paid-services, without any royalties.
2.5. Including the Right to Create Derivative Works
Licensee may create derivative works based on Software, including amending Software’s source code,
modifying it, integrating it into a larger work or removing portions of Software,
as long as no distribution of the derivative works is made.
2.6. [Multi-]Site
2.6.1 Licensee may use Software on 1 Magento(tm) installation on 1 Server and unlimited Websites powered
by said Magento(tm) installation, for Licensee’s Websites only.
2.6.2 An additional Software license is required for each server constituting a load balanced, distributed
‘cluster’ for the Magento(tm) installation that makes use of the Software code.
2.6.3 Software may be used on 1 development Server used solely as a private testing and/or development
environment for said Magento(tm) installation, and is not part of a public facing Website or Store.
2.6.4 Software may be used on 1 backup Server per license, whose purpose is solely to be used in the event of
failure of the primary Server and is not used in the normal operations of the Magento(tm) Website[s]
and it’s stores.
2.7. With support & maintenance
Licensor shall provide Licensee email support for a period of 6 months from the Effective Date of
of this Agreement.
2.8. Additional licenses
Portions of the The Software may be based on source-code licensed under different licenses.
3. Term & Termination
The Term of this license shall be until terminated. Termination of this Agreement does not bind Licensor
to return you the amount spent for purchase of the Software. Licensor may terminate this Agreement,
including Licensee’s license in the case where Licensee:
3.1.1. became insolvent or otherwise entered into any liquidation process; or
3.1.2. exported The Software to any jurisdiction where licensor may not enforce his rights under
this agreements in; or
3.1.3. Licensee was in breach of any of this license’s terms and conditions and such breach was
not cured, immediately upon notification; or
3.1.4. Licensee in breach of any of the terms of clause 2 to this license; or
3.1.5. Licensee otherwise entered into any arrangement which caused Licensor to be unable to
enforce his rights under this License.
If Licensee continues to use the Software after Licensor gives notice of termination of Agreement,
Licensee hereby agrees to accept an injunction to prevent Licensee from its further use and to pay all costs
(including but not limited to reasonable attorney fees) to enforce the revocation of the Agreement and
any damages suffered by Licensor resulting from Licensee’s misuse of the Software.
4. Payment
In consideration of the License granted under clause 2, Licensee shall pay Licensor a {fee},
via PayPal or any other mean which Licensor may deem adequate. Failure to perform payment shall
construe as material breach of this Agreement.
5. Upgrades, Updates and Fixes
Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed
herein and according to his sole discretion. Licensee hereby warrants to keep The Software
up-to-date and install all relevant updates and fixes, and may, at his sole discretion, purchase
Upgrades, according to the rates set by Licensor. Licensor shall provide any Update or Fix
free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes.
5.1. Upgrades: for the purpose of this license, an Upgrade shall be a material amendment in The Software,
which contains new features and or major performance improvements and shall be marked as a
new version number. For example, should Licensee purchase The Software under version 1.X.X,
an upgrade shall commence under number 2.0.0.
5.2. Updates: for the purpose of this license, an update shall be a minor amendment in The Software,
which may contain new features or minor improvements and shall be marked as a new sub-version number.
For example, should Licensee purchase The Software under version 1.1.X, an update shall commence
under number 1.2.0.
5.3. Fix: for the purpose of this license, a fix shall be a minor amendment in The Software, intended
to remove bugs or alter minor features which impair the The Software’s functionality.
A fix shall be marked as a new sub-sub-version number. For example, should Licensee purchase
Software under version 1.1.1, an upgrade shall commence under number 1.1.2.
6. Support
Software is provided with limited support, as detailed in the Software’s SLA detailed under
the License Grant. Licensor shall provide support via electronic mail and on regular business days and hours.
6.1. Bug Notification: Licensee may provide Licensor of details regarding any bug, defect or failure
in The Software promptly and with no delay from such event; Licensee shall comply with Licensor’s
request for information regarding bugs, defects or failures and furnish him with information,
screenshots and try to reproduce such bugs, defects or failures.
6.2. Feature Request: Licensee may request additional features in Software, provided, however, that
(i) Licesee shall waive any claim or right in such feature should feature be developed by Licensor;
(ii) Licensee shall be prohibited from developing the feature, or disclose such feature request,
or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be,
following the development of such feature, in direct competition with Licensor;
(iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark,
trade-secret or any other intellectual property right; and
(iv) Licensee developed, envisioned or created the feature solely by himself.
7. Liability
To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never,
and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licesee
as a result of Software’s actions, failure, bugs and/or any other interaction between The Software
and Licesee’s end-equipment, computers, other software or any 3rd party, end-equipment, computer or services.
Moreover, Licensor shall never be liable for any defect in source code written by Licensee when relying
on The Software or using The Software’s source code.
8. Warranty
8.1 Intellectual Property: Licensor hereby warrants that The Software does not violate or infringe any
3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best
of its knowledge no legal action has been taken against it for any infringement or violation of any
3rd party intellectual property rights.
8.2. No-Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty
that The Software shall be error free, without defects or code which may cause damage to Licensee’s
computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to
any damage, defect or loss incurred as a result of operating software and undertake the risks
contained in running The Software on License’s Server[s] and Website[s].
8.3. Prior Inspection: Licensee hereby states that he inspected The Software thoroughly and found it
satisfactory and adequate to his needs, that it does not interfere with his regular operation and
that it does meet the standards and scope of his computer systems and architecture. Licensee found
that The Software interacts with his development, website and server environment and that it does
not infringe any of End User License Agreement of any software Licensee may use in performing
his services. Licensee hereby waives any claims regarding The Software’s incompatibility, performance,
results and features, and warrants that he inspected the The Software.
9. No Refunds
Licensee warrants that he inspected The Software according to clause 8.3 and that it is adequate to his
needs. Accordingly, as The Software is intangible goods, Licensee shall not be, ever, entitled to
any refund, rebate, compensation or restitution for any reason whatsoever, even if The Software contains
material flaws.
10. Indemnification
Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against
it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent
this license, Licensor’s intellectual property rights or Licensor’s title in The Software. Licensor
shall promptly notify Licensee in case of such legal action and request Licensee’s consent prior to any
settlement in relation to such lawsuit or claim.
11. Governing Law, Jurisdiction
Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this
license and to compensate Licensor for any legal fees, cots or attorney fees should any claim brought
by Licensee against Licensor be denied, in part or in full.
Recent Comments