THIS LICENSE AGREEMENT (“Agreement”) by and between purchaser, (“Licensee”), and BAMF Investments LLC. (“Licensor”). WHEREAS, Licensee wishes to license software (“Software”) from Licensor and Licensor desires to license Software to Licensee.
NOW THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows:
- 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 final compiled and executable version of the Software. Licensee may use Software in executable format for its own personal and NOT COMMERCIAL use. Licensee may not, however, transfer or sublicense either the executable Software or source code associated therewith to any third party, in whole or in part, in any form, whether modified or unmodified.
- Term. The license granted hereunder shall continue unless and until terminated pursuant to Section 3 hereof and subject to Licensee’s proper performance of its obligations hereunder.
- Termination. Licensor may terminate this Agreement if Licensee is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) days after written notice thereof from Licensor.
- Termination Certificate. In the event of termination, Licensee will immediately discontinue use of Software. Within one (1) month after termination of this Agreement, Licensee will furnish to Licensor a certificate which certifies with respect to Software that, through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and in any form, of Software have been destroyed. The provisions of Sections 2, 3, 5, 6, 7, 8, 9, and 10 hereof shall survive any termination of this Agreement.
- Disclaimer of Warranty. Software is provided by Licensor “as is” and any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed.
- LIMITATION OF LIABILITY. LICENSOR’S LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY LICENSEE TO LICENSOR. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
- Severability. If any provision of this Agreement shall, in whole or in part, prove to be invalid for any reason, such invalidity shall affect only the portion of such provision which shall be invalid, and in all other respects this Agreement shall stand as if such invalid provision, or other invalid portion thereof, had not been a part hereof.
- Governing Law/Forum. This Agreement shall be governed and interpreted by the laws of the State of Georgia. Fulton County, Georgia shall be the appropriate venue and jurisdiction for the resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive jurisdiction.
- Assignment. The rights and obligations of Licensee under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Licensee; provided, however, that neither this Agreement nor the rights and obligations of Licensee under this Agreement may be assigned by Licensee without the written consent of Licensor; provided further, that nothing contained in this Agreement shall restrict or limit Licensee from assigning any or all of its rights, benefits or obligations under this Agreement to an entity formed, owned and controlled by Licensee.
- Export Regulations. Licensee understands that Licensor is subject to regulation by agencies of the U.S. Government, including the U.S. Departments of Commerce and State, which prohibit export or diversion of certain technical products to certain countries. Licensee warrants that it will comply in all respects with the export and re-export restrictions set forth in the export license for the Software and all other applicable export regulations. Licensee agrees to indemnify and hold Licensor harmless from any loss, damages, liability or expenses incurred by Licensor as a result of Licensee’s failure to comply with any export regulations or restrictions.
- Entire Agreement. This Agreement sets forth the entire understanding of the parties, and supersedes any and all prior agreements, arrangements and understandings, written or oral, relating to the subject matter hereof. This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.