The End User License Agreement
SINGLE USER LICENSE
This is a legal agreement between you, the 'Licensee' (individual or organization) and Distributor ('PLM' or 'PlanMagic Corporation') or Publisher ('Publisher'). Please read this agreement carefully. Licensee's purchase of our product(s) is a declaration that you accept and will abide by this agreement.
1. Single user license
This license agreement gives one (1) Licensee the right to use only one copy of the purchased product ('Licensed Product' or 'Licensed Product(s)') on one standalone computer system and one laptop of the same user.
PlanMagic Corporation, the copyright owner, publisher or supplier ('Publisher') grants Licensee a non-assignable, non-transferable and non-exclusive license. The license is granted to Licensee only and Licensee may use the Licensed Product(s) solely for his/her own internal use and benefit, subject to the terms and conditions specified in this agreement. The Licensee may not install the Licensed Product(s) in any form of environment which allows other parties access to the software, for example via remote- or web-based access, whether for free or in return for any form of consideration. This includes, but is not limited to, providing remote access over a network, over the Internet, or a web site. No license is granted to Licensee for any other purpose. None of the rights granted by PlanMagic Corporation or the Publisher hereunder may be sold, assigned, distributed, transferred or sub-licensed to any other person, in any media (including electronic media), without the prior written consent of PlanMagic Corporation or the Publisher. PlanMagic Corporation reserves the right to refuse to grant a license to any Licensee, accept any order or any payment for any reason without disclosing the reasons(s) for such refusal.
Not permitted with this license is the use of one copy by more than one user, using more than one copy at the same time by one or more users in the same of different locations, using the product in a network, using the product(s) as a consultant providing a third party with written business, marketing or financial plans, using the product(s) for courses or classes (educational license is required).
If the Licensed Product(s) is an upgrade from a previous version Licensee may use the upgraded Licensed Product(s) only in accordance with this Single User License Agreement. This agreement does not of itself provide for the licensing or provision of any maintenance releases or upgrades with respect to the Licensed Product(s), or the provision of any technical support, maintenance or installation services on the part of PlanMagic Corporation or the Publisher. The license of the Licensed Product(s) and the payment of any license fees are unrelated to and not conditioned upon the provision of any such releases or upgrades or support services. Provision of any upgrades are at the sole discretion of PlanMagic Corporation or the Publisher, may be subject to additional license fees, and are not included within the scope of any support services agreement unless PlanMagic Corporation or the Publisher and Licensee expressly agree to the contrary.
All title, copyrights and interests in and to the Licensed Product(s) (including but not limited to any trademarks, trade secrets, images, photographs, animations, video, audio music and text, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sounds effects, musical works, and moral rights incorporated into the Licensed Product(s), the accompanying printed materials, and any copies of the Licensed Product(s)), are owned by PlanMagic Corporation and/or the Publisher. The Licensed Product(s) is protected by United States copyright laws and international treaty provisions. Licensee may not copy, reproduce, or distribute the Licensed Product(s), the programs or the printed materials, by any means without the explicit written permission of the author or copyright owner. Any persons copying, reproducing or distributing all or any portion of the Licensed Product(s) in any manner or medium, will be willfully violating the copyright laws and may be subject to civil and criminal penalties in the USA or their local country. Be advised that U.S. Copyright violations are subject to statutory penalties of up to $150,000 per violation. The Licensed Product(s) contains certain licensed materials and Publisher's licensors may also protect their rights in the event of any violation of this Agreement. All rights not expressly granted to you herein are reserved by PlanMagic Corporation and the Publisher. Unpublished rights are reserved under the copyright laws of the United States of America.
4. Other limitations
Licensee does not have the right to commercially exploit, distribute, sell, lend, lease or rent out any Licensed Product(s). The Licensee may not install the software in any form of environment which allows other parties access to the software, for example via remote- or Web-based access, whether for free or in return for any form of consideration. This includes, but is not limited to, providing remote access over a network or Intranet, over the Internet, or a Web site.
Licensee does not have the right nor the permission to use the Licensed Product(s) for the creation of business, financial and/or marketing plans or perform an analysis for others, be it free of charge or any form of payment. This right is only obtained if the consultant checkbox was checked during the order process. Failure to register correctly and promptly may result in the cancellation of any obtained single user license without the right to refund and will result in the non-acceptance of any order or payment for another Licensed Product. PlanMagic Corporation reserves the right to determine the maximum number of Licensed Product(s) it will grant the Licensee.
5. Non disclosure and non reproduction
Licensee understands and agrees that Licensed Product(s) constitute confidential and proprietary information of PlanMagic Corporation or the Publisher that embodies valuable trade secrets. Licensee agrees not to duplicate or otherwise reproduce, directly or indirectly, said Licensed Product(s) in whole or in part or any materials relating thereof (except that Licensee may make such limited number of copies of Licensed Product(s) as is necessary for archival or back-up purposes).
Licensee agrees to take all necessary steps to ensure that no unauthorized persons shall have access to Licensed Product(s) and that all authorized persons having access to said Licensed Product(s) while in the possession of such will adhere to all conditions stated in this agreement. Licensee will not alter or remove any copyright, trade secret, patent, proprietary and/or legal notices contained on or in copies of the Licensed Product(s).
In the event of any unauthorized disclosure of confidential information or other form of abuse by Licensee, PlanMagic Corporation will terminate this agreement immediately. Because unauthorized use or transfer of the License Product(s) may substantially diminish the value of such materials and may irrevocably harm PlanMagic Corporation or the Publisher, PlanMagic Corporation or the Publisher will be entitled to injunctive and/or other equitable relief, in addition to other remedies afforded by law, without any requirement for the posting of a bond.
6. Limited warranty
PlanMagic Corporation, the Publisher and/or its suppliers only guarantee that the Licensed Product(s) will perform substantially in accordance with the mentioned requirements for a period of 90 days from the date of receipt. Under no circumstances is PlanMagic Corporation or the Publisher under any obligation to provide a hard-copy of the Licensed Product(s), upgrades, enhancements, modifications, or other support, including, without limitation, phone support.
7. Customer remedies
PlanMagic Corporation, the Publisher and its suppliers' entire liability and your exclusive remedy shall be, at PlanMagic Corporation's option, and may consist of repair or replacement of the software that does not meet the Limited Warranty and which is returned to PlanMagic Corporation or the Publisher, unopened with the original receipt. Once software is downloaded, it is regarded as opened voiding all remedies. By agreeing to this license agreement when purchasing a product you forfeit the right to a refund. The Limited Warranty is void if failure of the product has resulted from accident, abuse, or misapplication. Any replacement will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
8. No liability for consequential damages
In no event shall the copyright owner, PlanMagic Corporation, the Publisher or its suppliers be liable for any damages whatsoever (including without limitation, direct or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use or inability to use the Licensed Product(s), even if the copyright owner, PlanMagic Corporation, the Publisher and its suppliers have been advised of the possibility of such damages. In any case, PlanMagic Corporation's, the Publisher's, and their suppliers' entire liability under any provision of this agreement shall be limited to the amount actually paid by you for the Licensed Product(s). Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, you explicitly agree to this limitation.
9. Taxes and Duties
Unless Licensee provides PlanMagic Corporation or the Publisher with a copy of a valid tax exemption certificate, in which case PlanMagic Corporation or the Publisher will exempt Licensee in conformity with applicable law, Licensee shall pay or, upon receipt of invoice from PlanMagic Corporation or the Publisher, reimburse PlanMagic Corporation or the Publisher for all sales, use, property, customs, excise or other taxes (however designated and whether foreign or domestic, but not including taxes based upon PlanMagic Corporation's or the Publisher's net income) imposed on Licensee, or required to be collected by PlanMagic Corporation or the Publisher, or imposed on Licensed Product(s) or the use thereof, irrespective of whether included in any invoice sent to Licensee at any time by PlanMagic Corporation or the Publisher.
10. No other warranties
To the maximum extent permitted by applicable law, the copyright owner, PlanMagic Corporation, the Publisher and its suppliers disclaim all other warranties, either express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular accompanying hardware or software. This limited warranty gives you specific legal rights.
PLANMAGIC CORPORATION, THE PUBLISHER OR THEIR SUPPLIER FURNISHES THE LICENSED PRODUCT(S) ON AN "AS IS" BASIS ONLY, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR CONFORMANCE TO DESCRIPTION. IN PARTICULAR, PLANMAGIC CORPORATION, THE PUBLISHER OR THEIR SUPPLIER DO NOT WARRANT THAT THE LICENSED PRODUCT(S) WILL BE FREE OF ERRORS OR THAT THEIR USE WILL BE UNINTERRUPTED OR SUITABLE FOR THE LICENSEE'S BUSINESS OR OPERATIONAL REQUIREMENTS.
The Licensed Product(s) may include measures to control access to the Licensed Product(s), prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. If the Licensed Product(s) permits access to additional online features, only one copy of the Licensed Product(s) may access those features at one time (unless otherwise provided in the Licensed Product(s)documentation). Additional terms and registration may be required to access online services and to download Licensed Product(s) updates and patches. Only Licensed Product(s) subject to a valid license can be used to access online services, and download updates and patches. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the Licensed Product(s) will not function properly.
User created content
The Licensed Product(s) may allow you to create content, including but not limited to a plan, a template, screenshot or a video. In exchange for use of the Licensed Product(s), and to the extent that your contributions through use of the Licensed Product(s) give rise to any copyright interest, you hereby grant PlanMagic Corporation and the Publisher an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose in connection with the Licensed Product(s) and related goods and services, including the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. You hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to Publisher's and other Licensees' use and enjoyment of such assets in connection with the Licensed Product(s) and related goods and services under applicable law. This license grant to PlanMagic Corporation and the Publisher, and the above waiver of any applicable moral rights, survives any termination of this license.
The Licensed Product(s) may require an Internet connection to access Internet-based features, authenticate the Licensed Product(s), or perform other functions. In order for certain features of the Licensed Product(s) to operate properly, you may be required to have and maintain (a) an adequate Internet connection and/or (b) a valid and active account with PlanMagic Corporation, the Publisher or its affiliates. If you do not maintain such account, then certain features of the Licensed Product(s) may not operate or may cease to function properly, either in whole or in part.
Wherever Licensee acquired the Licensed Product(s), Licensee may not reverse engineer, decompile, or disassemble the Licensed Product(s) except to the extent and for the express purpose authorized by applicable law. Licensee will not permit others to attempt to reverse compile, decompile, disassemble or reverse engineer or otherwise attempt to derive the program code of the Licensed Product(s), or from other information made available by PlanMagic Corporation or the Publisher to Licensee if such is the case.
Notwithstanding the foregoing, PlanMagic Corporation and/or the Publisher or any of its resellers shall have the right, exercisable at its sole discretion, to terminate this agreement immediately without notice thereof for any reason and/or in the event of any breach of obligation by Licensee under the scope of this agreement.
This license is valid only if the Licensed Product(s) were duly paid for. If for any reason payment of the Licensed Product(s) is revoked, canceled, or otherwise not received by PlanMagic Corporation or the Publisher, the license is automatically deemed invalid, and therefore revoked. Licensee will immediately remove all instances of the Licensed Product(s) on any computer system it was installed upon if non-payment of the Licensed Product(s) occurs. Failure to do so will result in prosecution for copyright infringement to the maximum extent of the law.
Upon any termination or expiration of this agreement for any reason, all rights and obligations of the parties under this agreement shall cease except for (i) the obligations of Licensee to pay to PlanMagic Corporation or the Publisher any license fees or other amounts payable that have accrued prior to the effective date of such termination or expiration, (ii) the rights and obligations of the parties under any provision of this agreement which, by its expressly stated terms, is intended to survive the termination of this agreement for a specified period, which provision shall survive such termination or expiration for such specified period.
Licensee grants PlanMagic Corporation and/or the Publisher permission to name Licensee as a customer. Licensee also grants PlanMagic Corporation and the Publisher permission to name Licensee and use Licensee's logo on the PlanMagic Corporation or the Publisher's Web site, in PlanMagic Corporation or the Publisher marketing or advertising material, and in any media coverage related to PlanMagic Corporation or the Publisher, subject to the terms of Licensee's trademark policy.
Neither party will be liable for any failure, deficiency or delay in the performance of its obligations (but excluding only obligations to make payments) under this agreement due to events or conditions beyond that party's control if the party makes reasonable efforts to perform. In the event of such a force majeure, the affected party will be entitled to a reasonable extension of time for the performance of its obligations under this agreement.
The Licensed Product(s) and technical data delivered under this agreement may be subject to export or import regulations. Licensee agrees to comply strictly with all such laws and regulations and acknowledges that he/she has the responsibility to obtain such licenses to export, re-export or import as may be required after delivery to Licensee. Licensee agrees to cooperate fully with any official or unofficial audit or inspection that relates to export controls. Licensee shall have sole responsibility for obtaining any licenses and permits that are required by any nation to possess or use the Licensed Product(s), and agrees to indemnify, defend and hold harmless PlanMagic Corporation and the Publisher with respect to any claims or causes of action that may arise as result of any breach by Licensee of the foregoing obligation.
The Licensed Product(s) and any accompanying documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U.S. Government or its contractors is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or any successor regulation or as set forth in the particular department or agency regulations or rules which provide PlanMagic Corporation, the Publisher or their licensors with protection equivalent to or greater than that clause.
The invalidity, illegality or unenforceability, in whole or in part, of any provision, term or condition herein shall not affect the validity and enforceability of the remainder of such provision, term or condition or of any other provision, term or condition, and, to the extent possible, such invalid, illegal or unenforceable provision shall be replaced by a provision most nearly reflecting the fundamental objectives of the original provision.
Status of the parties
Nothing in this agreement shall be construed to place PlanMagic Corporation or the Publisher and Licensee in a relationship of agents, partners or joint ventures, and neither party shall have the power to obligate or bind the other party in any manner whatsoever without the prior written consent of the other.
This agreement shall be governed by, and construed in accordance with, the substantive laws of the State of Delaware, United States of America, without regard to its principles of conflicts of laws. Licensee hereby consents to the exclusive jurisdiction and venue of the courts selected by PlanMagic Corporation. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this agreement.
This agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes all previous and contemporaneous agreements and understandings, whether oral or written, including any agreement included in the Licensed Product(s), between the parties hereto with respect to the subject matter of this agreement. This agreement can be modified without prior notice.