This Interact2Day Single Site Software
License Agreement (this "Agreement") is entered into on the date set
forth below between Interact2Day, Inc. ("Interact2Day") and the undersigned
party (referred to herein as "you" and "your"). Intending to be
legally bound and in consideration of the mutual premises, covenants and agreements set
forth in this Agreement, and other good and valuable consideration, the adequacy of which
is acknowledged by the parties, the parties agree as follows:
The software and documentation identified in Exhibit A to this Agreement, whether distributed to you on disk, by electronic transmission or on other media or in any other form (the "Interact2Day Software") are licensed to you by Interact2Day, Inc. ("Interact2Day") solely for use as set forth below and for no other purposes (the "License"). You own the media on which the Interact2Day Software is recorded, but Interact2Day and/or Interact2Days licensor(s) retain title to the Interact2Day Software. The Interact2Day Software and any and all copies made and/or distributed under this License are subject
to the provisions of this Agreement.
II. Limited Grant of Rights.
A. Source Code License for Internal Purpose Use
of Software. You are granted only the right to copy, install and use the Interact2Day
Software for internal purposes with respect to a single internet website associated with a
single internet Universal Resource Locator ("URL") (the "Home Page
URL"). It is not a violation of this Agreement to use the Interact2Day Software with
respect to additional "virtual" URLs in connection with the Interact2Day
software if, but only if, requests to the virtual URL appear to serve the same web site
information; that is, any equipment serving internet http protocol (web) requests directed
to the "virtual" URL is configured to respond identically to a corresponding
internet http protocol query to the Home Page URL. You may not, however, use the
Interact2Day Software to provide internet web hosting or similar services to third
parties, or to otherwise function as a service bureau or otherwise offer as a service for
the benefit of others the primary functionality of the Interact2Day Software.
B. No Redistribution of the Software. The
Interact2Day Software is provided for your own use and may not be copied or distributed by
you on any magnetic or optical media, or over networks, electronic bulletin boards, web
sites or other on-line services or in any other form or media; provided, however, that
portions of the Interact2Day Software designated by Interact2Day as "For Public
Distribution" may be disseminated in the course of the ordinary operation of the
Interact2Day Software in accordance with its documentation.
C. No Modification, Sublicensing or Resale of the
Software. Except as expressly permitted by applicable law and this License, you may
not modify or create derivative works in any way, disassemble, rent, lease, loan, sell,
distribute either for profit or without charge, or sublicense the Interact2Day Software or
any portion thereof; provided, however, that the first line and only the first line of
each module may be modified as may be necessary to properly use the software, provided
that such modifications are made solely in conformity with the documentation. The
Interact2Day Software is licensed as a single product and may not be separated or divided
up for use on more than one computer.
III. Intellectual Property Rights.
A. Ownership of Interact2Day Software and Related
Works. You agree that this Agreement shall convey no interest in or to any of the
Interact2Day Software, and you acknowledge that as between you and Interact2Day, all
right, title and interest in or to the Interact2Day Software and any and all derivative
works that may be made therefrom, either by you, an employee or an agent, whether licensed
or without a license, are and shall be the sole and exclusive property of Interact2Day.
B. Confidentiality. The term "Confidential Information" as used herein shall include all confidential and proprietary information disclosed to you by Interact2Day, whether in tangible or intangible form or media, and in particular shall include the source code of the Interact2Day Software, documentation and related materials. You agree to hold the Confidential Information in confidence and shall not use or disclose Confidential Information without first obtaining Interact2Days consent in writing. You agree that the distribution to you of the Confidential Information creates a confidential relationship between
you and Interact2Day.
C. Equitable Remedies. You agree that the
Interact2Day Software and Confidential Information constitute a unique, proprietary and
valuable property of Interact2Day, particularly when distributed in source code form. You
further agree that in the event of a breach of the provisions of this Agreement with
respect to the use, distribution or disclosure of this software, Interact2Day would suffer
irreparable injuries that could not be remedied by an award of money damages alone, and
that Interact2Day shall be entitled in addition to other remedies available at law or
equity, to equitable relief for such breaches, including without limitation, specific
performance of the provisions of this Agreement and injunctive relief.
IV. Term and Termination.
A. Term. Unless otherwise agreed between the
parties in writing, this License and Agreement shall begin upon payment in full for the
Interact2Day Software, and shall last for an initial term of one (1) year (the
"Initial Term"). Unless earlier terminated for cause or by operation of your
breach of this License and Agreement, this License and Agreement shall be automatically
renewed at the conclusion of each previous term for an additional one (1) year period.
B. Termination of License by Breach. Your
rights under this License and Agreement will terminate automatically without notice from
Interact2Day if you fail to comply with any term(s) of the License or other provisions of
V. Limited Warranty.
A. The Interact2Day Software and documentation are sold "AS IS" and without warranties as to performance, merchantability, or fitness for any particular purpose. Interact2Day makes no other representation or warranty with respect to the software. To the maximum extent permitted by applicable law, Interact2Day EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, express OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. INTERACT2DAY DOES NOT WARRANT
THAT THE FUNCTIONS CONTAINED IN THE INTERACT2DAY SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE INTERACT2DAY SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE INTERACT2DAY SOFTWARE WILL BE CORRECTED.
FURTHERMORE, INTERACT2DAY DOES NOT WARRANT OR MAKE
ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE INTERACT2DAY
SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR
OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INTERACT2DAY OR AN
INTERACT2DAY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE
SCOPE OF THIS WARRANTY. SHOULD THE INTERACT2DAY SOFTWARE PROVE DEFECTIVE, WITHIN THE SCOPE
OF THIS WARRANTY, INTERACT2DAY RESERVES THE RIGHT TO REPAIR OR REPLACE THE SOFTWARE, OR TO
RETURN THE PURCHASE PRICE TO YOU. OTHERWISE YOU (AND NOT INTERACT2DAY) ASSUME THE RISK OF
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THE TERMS OF THIS
DISCLAIMER DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER ACQUIRING
INTERACT2DAY PRODUCTS OTHERWISE THAN IN THE COURSE OF A BUSINESS, NEITHER DO THEY LIMIT OR
EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY INTERACT2DAY'S NEGLIGENCE.
VI. Limitation of Liability.
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL INTERACT2DAY BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT EVEN IF INTERACT2DAY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Interact2Days total liability to you for all damages exceed the purchase price, paid to Interact2Day, of the Interact2Day Software or Ten Dollars ($10.00), whichever is the greater amount.
VII. Miscellaneous Provisions
A. Government End Users. If the Interact2Day Software is supplied to the United States Government, the Interact2Day Software is classified as "restricted computer software" as defined in clause 52.227-19 of the FAR. The United States Governments rights to the Interact2Day Software are as provided in clause 52.227-19 of the FAR. Manufacturers name is Interact2Day, Inc., 3126 Riverview Blvd. West, Bradenton, FL 34205.
B. Choice of Law, Venue and Severability.
This Agreement shall be governed by the laws of the United States and the State of
Florida. Any action or suit in law or equity with respect to this Agreement or any matter
arising out of or relating to this Agreement shall be brought exclusively in the State of
Florida and in such county or federal district in which Interact2Day may be residing. Each
party agrees and consents to in personam jurisdiction of the state and federal courts of
the State of Florida. If for any reason a court of competent jurisdiction finds any
provision, or portion thereof, to be unenforceable, the remainder of this Agreement shall
continue in full force and effect.
C. Assignment. Neither this License nor this
Agreement may be assigned or delegated to third parties without the express written
consent of Interact2Day, which Interact2Day may grant or deny in its sole and exclusive
discretion, except to a successor in interest of a corporation or business entity, or the
assignee of all or substantially all of its rights.
D. Complete Agreement. This Agreement
constitutes the entire agreement between the parties with respect to the use of the
Interact2Day Software and supersedes all prior or contemporaneous understandings regarding
such subject matter. No amendment to or modification of this Agreement will be binding
unless in writing and signed by Interact2Day. No term or provision of this Agreement shall
be deemed waived and no breach excused unless such waiver or consent is in writing and
signed by the party claimed to have waived or consented.
E. Headings. The headings in this Agreement
are for reference purposes only and shall not be construed as a part of this Agreement.