Software License Agreement
CsCheckTLS_OA License 2019-02-14
- This is an agreement between Licensor and Licensee, who is being licensed to use the Software described in Exhibit A.
- Licensee acknowledges that this is only a limited nonexclusive license. Licensor is and remains the owner of all titles, rights, and interests in the Software.
- This License permits Licensee to install the Software on the Number of computer systems described in Exhibit A. Licensor may increase response times for any computer system that tests more than 500 Internet Domain Names in a 24 hour period.
- The Software may only be used by employees or contractors of Licensee and only for email from Licensee’s Internet Domain Name and any additional Domain Names listed in Exhibit A.
- The Fee as described in Exhibit A of this License Agreement will constitute the entire license fee and is the full consideration for this License Agreement.
- Licensee may use the Software for the Term as described in Exhibit A. Licensor and Licensee may extend the Term at any time before the end of the then current Term by mutually agreeing on a new Term and Fee.
- This License Agreement is valid without Licensor's signature. It becomes effective, and the first Term begins, upon Licensee's first use of the Software.
- This Software is subject to a limited warranty. Licensor warrants to Licensee that the Software will perform according to its online documentation, and to the best of Licensor's knowledge Licensee's use of this Software according to the online documentation is not an infringement of any third party's intellectual property rights. To the extent permitted by law, THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE. No agent of Licensor is authorized to make any other warranties or to modify this limited warranty. Any action for breach of this limited warranty must be commenced before the end of the current Term. Licensee has specific legal rights pursuant to this warranty and, depending on Licensee's jurisdiction, may have additional rights.
- In case of a breach of the Limited Warranty, Licensee's exclusive remedy is as follows: Licensee will uninstall all copies of the Software and attest to same in writing, email acceptable, to Licensor. Licensor will then issue a refund to Licensee. Any refund provided under this section may be reduced where the Licensee has gained significant use and value from the Software. This reduction will be prorated over the then current Term.
- Notwithstanding the foregoing, LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE'S USE OF THIS SOFTWARE. Licensee's jurisdiction may not allow such a limitation of damages, so this limitation may not apply.
- Licensee agrees to defend and indemnify Licensor and hold Licensor harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Licensee's business operations.
- Licensor has the right to terminate this License Agreement and Licensee's right to use this Software upon any material breach by Licensee.
- Licensee agrees to uninstall all copies of the Software upon termination of the License.
- Licensee will be entitled to email support at no additional cost during the Term of this agreement.
- Licensee will be entitled to maintenance upgrades and bug fixes at no additional cost during the Term of this agreement.
- This License Agreement is the entire and exclusive agreement between Licensor and Licensee regarding this Software. This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Licensor and Licensee regarding this Software.
- This License Agreement is governed by the law of the State of Ohio applicable to State of Ohio contracts. The parties to this agreement submit to the jurisdiction of the courts of the State of Ohio for the enforcement of this License Agreement or any arbitration award of decision arising from this License Agreement.
The Software, called CsCheckTLS_OA, is a Microsoft Outlook add-in that tests email recipient domains when the user clicks Send.
The Number of PCs licensed to use the Software is
The Fee for this License is $
The Term of this License in years is
Additional Domain Names for which the Software may be used: