This Software License Agreement (the “Agreement”) is a binding legal agreement between you (the “Licensee”) and Hot Bricks, LLC (the “Licensor”). The Licensor reserves all rights not expressly granted to Licensee. The Product (“Hot Budget”) that is subject to this license is referred to in this license as the “Software Product.” By installing or using Hot Budget you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not permitted to install, copy, share, or use the Software Product. The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software Product is licensed, not sold.
1. GRANT OF LICENSE
Subject to the terms and conditions of the Agreement, Licensor grants to Licensee a non-exclusive, non-transferable license to use the Software Product on one computer by one person until the expiration date programmed into each file by the Licensor further described in Section 3 of this agreement. Licensee may not, however, transfer or sublicense the Software Product to any third party, in whole or in part, in any form, whether modified or unmodified.
2. CUSTOM VERSIONS
In some circumstances, special modifications of the Software Product have been made by the Licensor for a specific company or individual entity (“Custom Version”). If the Software Product is a Custom Version, then Licensee may only use the Software Product for the entity for whom the Custom Version was created. Licensee may not install, copy, share, or use the Software Product for the benefit of any company or specific entity for whom the Custom Version was not created. Custom Versions are labeled as such on the start up window that appears when the Software Product is launched.
3. EXPIRATION OF SOFTWARE
Each Software Product incorporates an expiration date. Upon and after the expiration date of each file or copy thereof set by the Licensor, including but not limited to, the following functions and programs will become disabled and the license to use said programs and functions is terminated:
(i) Licensee may no longer use the Software Product for the purpose of creating a new budget or modify the bid section of an existing budget where the modification will cause a change in the grand total amount of the bid.
(ii) Licensee shall not have license to access or use any and all of the functions and programs relating to the shooting budget.
The license to use all programs and functions required for basic actualization purposes shall remain.
4. PROPRIETARY RIGHTS
Licensee recognizes that the Software Product is the Licensors proprietary information, confidential trade secret, and of considerable economic value.
(i) BASIC VERSION – PROPRIETARY RIGHTS
Licensee agrees not to provide or to otherwise make available in any form the Software Product, or any portion thereof, to any person other than the employers, employees, or coworkers of Licensee without the prior written consent of Licensor.
(ii) CUSTOM VERSION – PROPRIETARY RIGHTS
Licensee agrees not to provide or to otherwise make available in any form the Software Product, or any portion thereof, to any person other than the employees or officers of the company for which the Custom Version of the Software Product was created without the prior written consent of Licensor.
Licensee further agrees to treat the Software Product with at least the same degree of care with which Licensee treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Software Product.
Licensee may make copies of the Software Product in executable code form as necessary for use by Licensee and for backup or archive purposes. The source code in each copy is copyrighted but unpublished by Licensor. Licensee agrees to reproduce and apply the copyright notice and proprietary notice of Licensor to all copies made hereunder, in whole or in part, and in any form, of the Software Product.
The original copy of the Software Product, and any copies made by the Licensee, including translations, compilations, partial copies, modifications, and updates, are the property of Licensor.
The license granted under this Agreement shall continue unless and until terminated pursuant to Section 8 herein and subject to Licensee’s proper performance of its obligations hereunder.
Licensor may terminate this Agreement if Licensee is in default of any of the terms and conditions of this Agreement. In the event of termination, Licensee must immediately discontinue use of the Software Product. The provisions of sections 4, 6, 8, 10, 11, 12, 13, 14, 15, and 16 herein shall survive any termination of this Agreement.
9. MAINTENANCE SUPPORT
Licensor will provide to Licensee the following support with respect to the Software Product under reasonable circumstances:
(i) If Licensee has reason to believe that an error exists in the Software Product then Licensee may notify Licensor. Licensor holds no legal obligation to respond to the notification but shall make its best effort to do so within two (2) business days of receiving the notification. At Licensors discretion, the Licensor may at its expense verify and attempt to correct such error.
(ii) In the case that Licensee has technical questions in the use of the Software, Licensee may submit those questions to Licensor. At the Licensors discretion, the Licensor may provide consulting to answer such questions with or without charge to Licensee.
10. SOFTWARE ACTIVATION
It is agreed that the Licensor may use the Licensee’s internet connection for the purpose of (a) transmitting license-related data to the Licensor at the time of activation, installation, registration, or update, and (b) validating the authenticity of the license-related data in order to protect Hot Bricks against unlicensed or illegal use of the Software Product. Activation is based on the exchange of license related data between the Licensee and the Licensor electronically, verbally or otherwise. The Licensee agrees that the Licensor may use these measures to follow any applicable requirements.
11. REVERSE ENGINEERING
The Licensee agrees that neither the Licensee nor its employees, contractors, or associates have attempted, or intend to attempt to circumvent, interfere with or remove any license metering mechanism which is apart of the Software Product, or assist any third party in doing so. Breach of this section will constitute a material breach of this Agreement.
The Licensee shall be responsible for the security of copies of the Software Product and shall use all reasonable endeavors to ensure that access to such copies is restricted to persons authorized to use under this Agreement.
13. SOURCE CODE
Nothing in this agreement shall give the Licensor or any other person or entity any right to access or use the Software Product’s code in human readable form (“Source Code”) weather complied or decompiled.
14. WARRANTY DISCLAIMER
Licensor licenses, and Licensee accepts, the licensed programs “AS IS.” HOT BRICKS PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.
15. LIMITATION OF LIABILITY
LICENSOR MAINTAINS NO LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT FOR ANY DAMAGES WHATSOEVER. IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.
This agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by Licensee.
17. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions and understandings, express or implied, concerning such matters. This Agreement shall take precedence over any additional or conflicting terms, which may be contained in any form of communication between Licensee and Licensor.