IMPORTANT: READ CAREFULLY. YOU AGREE TO BE BOUND BY THE TERMS OF THIS TRIAL SOFTWARE DISTRIBUTION AGREEMENT, AND THE PRODUCTS END USER LICENSE AGREEMENT BY DISTRIBUTING, COPYING, OR OTHERWISE USING THE PRODUCT.
GENERAL: This Trial Software Distribution Agreement (“TSDA”) is a legal agreement between you (either an individual or a single entity) and CoffeeCup Software, Inc. (“CoffeeCup”, “we”, “us” or “our”) for all CoffeeCup products and services, which includes computer software and may include associated media, printed materials, and online or electronic documentation (Product).
LICENSE GRANT: Subject to your agreement and compliance with the terms and conditions of this TSDA, CoffeeCup grants to you a limited, personal, non-exclusive, non-transferable and revocable license (without the right to sublicense) to copy and distribute exact copies of the installer for the Product in either .exe or .zip format via tangible media, e-mail, or public Internet website. For purposes of the foregoing, the term “exact copy” means a file that is identical at the time you create the copy to the CoffeeCup installer for the Product available at www.coffeecup.com, in its unaltered form with all files included unmodified, without any additional, new or renamed files or elements (in whole or in part).
STORAGE: You may store the Product installer in either .EXE or .ZIP format on your servers for the sole purpose of distribution as outlined in this agreement.
RESERVATION OF RIGHTS: CoffeeCup Software, Inc. reserves all rights not expressly granted to you in this TSDA.
SCOPE OF DISTRIBUTION: You may distribute the trial or shareware versions of the Product via Website, Magazine, Book, or CD with no further permission from CoffeeCup Software. Any other methods of distribution must be approved in writing. You must not distribute the Product under any other name or representation.
TERMINATION: Without prejudice to any other rights, CoffeeCup Software, Inc. may cancel this TSDA if you do not abide by the terms and conditions of this TSDA, in which case you must destroy all copies of the Product and all of its component parts.
CONSENT TO USE OF DATA: You agree that CoffeeCup Software, Inc. and its affiliates may collect and use technical information you provide as a part of support services related to the Product. CoffeeCup Software, Inc. agrees not to use this information in a form that personally identifies you.
LIMITATION OF LIABILITY: YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER COFFEECUP NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, ADVERTISERS, BUSINESS AND PROMOTIONAL PARTNERS, OPERATIONAL SERVICE PROVIDERS, SUPPLIERS, RESELLERS AND CONTRACTORS SHALL, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, IN CONNECTION WITH OR ARISING FROM ANY DISTRIBUTION OR USE OF THE SOFTWARE OR OTHERWISE IN CONNECTION WITH THIS TSDA. YOU FURTHER ACKNOWLEDGE AND AGREE YOUR SOLE RIGHT AND EXCLUSIVE REMEDY FOR ANY LOSS OR DAMAGE ASSOCIATED WITH THE SOFTWARE OR THIS TSDA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCTS OR U.S. $5.00.
GOVERNING LAW AND INTERPRETATION: This TSDA and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of New York applicable to contracts wholly made and to be performed within the State of New York. You agree to irrevocably submit to the sole and exclusive jurisdiction of the courts of New York State and the Federal courts of the Southern District of New York, situated in the City, County and State of New York. You further irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that New York is an inconvenient forum. No amendment, modification, waiver or discharge of any provision of this TSDA shall be valid unless made in writing and signed by an authorized representative of CoffeeCup. No failure or delay by CoffeeCup to exercise any right or enforce any obligation shall impair or be construed as a waiver or on-going waiver of that or any or other right or power, unless made in writing and signed by CoffeeCup. If any provision of this TSDA is held to be illegal, invalid or unenforceable, the remaining provisions of this TSDA shall be unimpaired and remain in full force and effect.
ENTIRE AGREEMENT: This TSDA (including any addendum or amendment to this TSDA which is included with the Product) are the entire agreement between you and CoffeeCup Software, Inc. relating to the Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered by this TSDA. To the extent the terms of any CoffeeCup Software, Inc. policies or programs for support services conflict with the terms of this TSDA, the terms of this TSDA shall control.
COPYRIGHT AND INTELLECTUAL PROPERTY: CoffeeCup products and services, including but not limited to our Software, Books, PDFs, and Web Services, are protected by copyright and other intellectual property laws and treaties. CoffeeCup directly or indirectly owns all right, title and interest in and to those products and services including, without limitation, all intellectual and proprietary rights appurtenant thereto, and nothing in this TSDA shall be construed to transfer, convey, impair or otherwise adversely affect CoffeeCup’s ownership or proprietary rights therein or any other CoffeeCup information or materials, tangible or intangible, in any form and in any medium.
This document was last modified on April 26th, 2010, and is effective immediately.