Software License Agreement

IMPORTANT -- READ CAREFULLY:
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE AGREEMENT") CAREFULLY BEFORE PURCHASING, ACQUIRING, OR USING THE SOFTWARE. BY PURCHASING, ACQUIRING, OR USING THIS SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT PURCHASE, INSTALL AND/OR USE THE SOFTWARE AND, IF PRESENTED WITH THE OPTION TO “ACCEPT” OR “DECLINE” THE TERMS, CLICK “DECLINE”. NO REFUNDS WILL BE GIVEN FOR PURCHASED SOFTWARE IN THE EVENT OF DECLINING THE TERMS AFTER PURCHASE. This End User License Agreement (“Agreement”) is entered into between you, for yourself and for the company or other person(s), if any you represent (the final user, a legal entity or natural person hereinafter known as “You” or “Licensee”) and Programation LLC (a Limited-Liability Company registered in the state of Florida, USA, hereinafter known as “Programation.io”) and concerns the Software and Documentation. You shall inform all authorized users of the terms and conditions of this Agreement.

I. GRANT OF LICENSE:
Programation.io hereby grants to Licensee a non-exclusive license to use the Software and Documentation subject to the following terms: Licensee may: (i) install, use, and run the Software on their computer systems, computer systems owned and operated by their company, and on direct client systems (wherein the direct client or “end user” are a party of contractual agreement of services), and (ii) copy the Software for back-up, archival purposes provided any copy must contain all of the original Software's proprietary notices. Licensee may not: (i) permit other individuals to use, copy, or otherwise acquire the Software except under the terms listed above; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation; (iii) copy the Software or Documentation (except for back-up purposes); (iv) rent, lease, sell, or otherwise transfer rights to the Software or Documentation; or (v) remove any proprietary notices, labels, or branding on the Software or Documentation.

II. SOFTWARE:
If Licensee receives the first copy of the Software electronically and a second copy on media the second copy may be used for archival purposes only and may not be transferred to or used by any other person. This license does not grant Licensee any right to any enhancement or update. Title, ownership, intellectual property rights including copyrights, and all other rights in and to the Software and Documentation shall remain in Programation.io.

III. LIMITATION OF LIABILITY:
Except as provided otherwise in this Agreement, THE SOFTWARE IS PROVIDED ‘AS IS’ AND ‘AS AVAILABLE’ FOR USE, WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, NO WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE WHATSOEVER IS MADE REGARDING THE SOFTWARE AND DOCUMENTATION. PROGRAMATION.IO AND ITS THIRD PARTY LICENSORS (AS APPLICABLE) MAKE NO WARRANTY THAT THE SOFTWARE WILL PERFORM WITHOUT INTERRUPTION OR FREE FROM ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS. PROGRAMATION.IO AND ITS THIRD PARTY LICENSORS MAKE NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS, USEFULNESS OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE SOFTWARE. IN NO EVENT SHALL PROGRAMATION.IO OR ITS THIRD PARTY LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, ACCESSORY, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO BODY OR MATERIAL INJURY, LOSS OF PROFIT, INTERRUPTION OF ACTIVITY, LOSS OF INFORMATION OR OTHER PECUNIARY LOSSES ARISING FROM OR CAUSED BY USE OF, RELIANCE ON, OR INABILITY TO ACCESS AND USE THE SOFTWARE AND DOCUMENTATION, EVEN IF PROGRAMATION.IO OR ITS THIRD-PARTY LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. In any action against Programation.io or its third party licensors arising out of, related to, or in any way connected with this Agreement or with respect to the Software or Documentation furnished to Licensee under this Agreement or otherwise, Licensee shall not be entitled to recover any sum as damages, reimbursement, contribution, indemnity or otherwise, in excess of the total of all fees, less costs, made by Licensee to Programation.io for the Software and Documentation under this Agreement. Regardless of the form of action, no action arising from the Agreement may be brought by Licensee more than one (1) month after the cause of action arises. Licensee agrees to defend, indemnify and hold Programation.io, its licensors, affiliates, directors, officers, and employees of each harmless against all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) arising out of, related to, or in any way connected with any breach of this Agreement or use by Licensee or any third party of the Software and Documentation. Programation.io reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee.

IV. LIMITED WARRANTY:
Programation.io warrants that for a period of thirty (30) days from the date of acquisition the Software, if operated as directed, will substantially achieve the functionality described in the Documentation. Programation.io does not warrant however that Licensee's use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure.

V. INFRINGEMENT:
Programation.io represents and warrants that, as of the date of this Agreement, it is not aware of any claim or action alleging that the Software or Documentation infringes any third party intellectual property right. Programation.io, however, disclaims any obligation of defense or indemnity of the Licensee or its customer with respect to any such claim or action, or otherwise arising out of this Agreement. Programation.io shall have no liability arising out of any such actual or alleged intellectual property infringement. The Licensee, however, shall promptly notify Programation.io, in writing, of each such infringement claim of which the Licensee becomes aware.

VI. GOVERNING LAW; JURISDICTION AND VENUE:
1. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, USA, with venue in Orange County, Florida as applicable to agreements made and wholly performed within that state regardless of the place, time or sequence of its execution. As applicable to International Agreements, the parties hereby disclaim and expressly exclude the application of the 1980 U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.

VII. INJUNCTIVE RELIEF:
Regardless of Licensee’s geographic location, Licensee acknowledges that a breach of any term of this Agreement could result in irreparable injury to Programation.io and its business for which monetary damages may not be sufficient, and agrees that Programation.io will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, as well as such further relief at law as may be proper from a court of competent jurisdiction, as determined by Programation.io.

VIII. NOTICE:
Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail, courier, express service, or by e-mail, which provides the sender with written proof of delivery, to the address listed on the Programation LLC business filing with the State of Florida Division of Corporations (accessible via www.sunbiz.org) and to the last physical or e-mail address provided to Programation.io during registration to use, access, or download the Software.

IX. MISCELLANEOUS PROVISIONS:
1. In the event a court finds any provision of this Agreement to be invalid, void or unenforceable, the remainder of this shall remain valid and enforceable according to its terms.
2. Should Licensee or Programation.io fail to exercise or enforce any provision of this Agreement or to waive any rights in respect thereto, such waiver or failure shall not be construed as constituting a continuing waiver or waiver of any other right.
3. Nothing herein shall be construed to create a partnership, joint venture or agency relationship between the parties. Each party shall be solely responsible for their payment of all compensation owed to its employees, as well as employment related taxes and benefits.
4. Licensee shall comply with all local laws and regulations of a country, while in that country and shall comply with all provisions of any applicable export laws of the United States.