END-USER SOFTWARE LICENSE AGREEMENT
NO LICENSE FEE
YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT BY DOWNLOADING THIS SOFTWARE.
“Licensee” or “You” means the person or nonprofit entity that is being licensed to use the Software and Documentation. “Licensor,” “Us,” or “We” is ComicControl, LLC.
A. We develop and market computer software applications for creatives to independently put their work out in the digital world without the assistance of a publisher, including a platform known as ComicControl (“Software”), which is more particularly described in the user manuals and other written materials to describe the functionality and use of the Software (“Documentation”); and
B. You desire to acquire a license to use and reproduce the Software and Documentation, for free, to promote the same goals of making the Software available to assist self-publishing by individuals and not-for-profit entities (“Intended Use”) and We desire to grant you this license.
Therefore, for valuable consideration, receipt of which is acknowledged, You agree:
"Documentation" means all user manuals and other written material We created to describe the functionality or assist in the use of the Software. A list of the Documentation provided with the Software is set forth in Exhibit A.
1.2 License Fee
"License Fee" means the fee You pay Us as consideration for the license granted under this Agreement and the right to use the Software and the Documentation. The License Fee is $00, so long as You are an individual (human) or a not-for-profit entity and You adhere to the Intended Uses.
“Software” means the computer program or programs marketed and sold (or distributed) as ComicControl, in object code form only, and the Documentation. Software includes any updates, modification, bug fixes, upgrades, enhancements, or other modifications. It does not include any version of the Software that constitutes a separate product because of differences in function or features.
2. Grant of License and License Restrictions
Subject to the terms and conditions in this Agreement, We grant You a nonexclusive, royaltybearing, nontransferable license in the Software, to use and reproduce the Software exclusively for the Intended Use and to use the Documentation solely in connection with Your use of the Software.
2.2 License Restrictions
Except as specifically granted in this Agreement, We own and retain all right, title, and interest in the Software, Documentation, and any and all related materials. This Agreement does not transfer ownership rights of any description in the Software, Documentation, or any related materials to You or any third party. You shall reproduce, install, and render the Software operational only only for the Intended Use.
You shall not
- modify, reverse engineer, or decompile the Software, the source code (whether modified or not), or create derivative works based on the Software
- deploy, sell, give away, or use a rebranded version of the Software
- use or allow the Software to be modified to include harmful content, whether the code is distributed publicly or not
- distribute or sell the Software or service to any persons or entities other than Your employees, consultants, or contractors
- sell the Software to any person or make any other commercial use of the software
- use the Software to assist or facilitate publication of hate speech, hate crimes, threats of harm to humans or institutions, or call for or incite violence against a human or institution.
You shall retain all copyright and trademark notices on the Software and Documentation and take other necessary steps to protect our intellectual property rights.
In addition to other amounts payable under this Agreement, You shall pay any and all federal, state, municipal, or other taxes, duties, fees, or withholding currently or subsequently imposed on Your use of the Software or the payment of the License Fee to Us, other than taxes assessed against Our net income. Such taxes, duties, fees, withholding, or other charges shall be paid by You or You shall provide the appropriate authority with evidence of exemption from such tax, duty, fee, withholding, or charge. If You are required to pay any such tax, duty, fee, or charge, or to withhold any amount from monies due to Us from You pursuant to this Agreement, You shall promptly reimburse Us any such amounts.
4. Licensor's and Licensee’s Obligations
4.1 Access to Software
We will grant You access to the Software in a format appropriate for Your use together with the Documentation.
4.2 No Support and Maintenance
We provide no technical support or maintenance in connection with Your free License.
4.3 Eligibility for Free License
You covenant and warrant that at all times You use the Software at no charge, you will use it only for the Intended Purposes.
4.4 Acceptance of Terms
Your use of the Software means that You agree to the terms and conditions of use, whether those terms are included in this Agreement, or within the Software itself.
5. Term and Termination
This Agreement, and the License granted under this Agreement, becomes effective when You download the software from ComicCtrl.com or any other source used to make the Software officially available to the public. You may terminate it at any time by notifying Us that You no longer want to use it, and by destroying all copies of the Software and Documentation in Your possession. The License will also terminate if you do not comply with this License Agreement.
5.2 Rights on Termination
We have and reserve all rights and remedies we have by operation of law or otherwise to enjoin the unlawful or unauthorized use of Software or Documentation. On termination, (a) all rights granted to You cease and You will promptly cease all use and reproduction of the Software and Documentation, and (b) You will promptly destroy all copies of the Software and certify to Us in writing within fourteen (14) days of termination. Sections 2.1, 6, 7, and 8 will survive termination or expiration of this Agreement as will any cause of action or claim of either party, whether in law or in equity, arising out of any breach or default.
6. Warranties, Disclaimer, Changes, and Limitations
6.1 Warranty of Ownership
We warrant to You that We are the owner of the Software and the Documentation, or have the right to distribute the software under various other free licenses owned by third parties, such as Summernote (MIT license), Lokesh Dhakar Lightbox (MIT license) and PhpConcept Library – Zip Module, and We have the sole right to grant to You the license to use the Software and Documentation in the manner and for the purposes set forth in this Agreement without violating any rights of a third party.
6.2 Disclaimer of All Other Warranties
WE PROVIDE THE SOFTWARE AS-IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, OTHER THAN THE WARRANTY IN 6.1, INCLUDING, WITHOUT LIMITATION, (a) ANY WARRANTY THAT THE SOFTWARE IS ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, OR IS COMPATIBLE WITH ALL EQUIPMENT AND SOFTWARE CONFIGURATIONS; (b) ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY; AND (c) ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE.
YOU USE THE SOFTWARE AT YOUR OWN RISK.
6.3 Licensee’s Warranty
You warrant that You meet the eligibility requirements to use the Software for no License Fee, and that you will notify Us immediately if that eligibility changes.
You can request changes, new features, or report bugs to firstname.lastname@example.org . You relinquish and waive any ownership or other rights in any changes, improvements, fixes, features, alterations and the like that may be added to the Software.
6.5 Limitation of Liability
WE ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THE LOSS OF PROFITS, REVENUE, DATA, OR USE OR COST OF PROCUREMENT OF SUBSTITUTE GOODS INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF WE OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO US UNDER THIS AGREEMENT.
6.6 Limitations Period
You may not bring any claim or action arising out of or in connection with this Agreement or the transactions contemplated by the Agreement more than sixty (60) days after the action accrues.
You are responsible for and indemnify and hold Us harmless for any and all losses, liability, or damages arising out of, or incurred in connection with, Your use or reproduction of the Software pursuant to this Agreement.
You acknowledge that the Software and Documentation, and all information relating to Our business and operations that You learn or have learned during or prior to the term of this Agreement, may be Our valuable, confidential, and proprietary information, and is made available to You in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.
While this Agreement is in effect, and at all times afterwards, You, and Your employees, contractors, consultants, and agents, will (a) safeguard the confidential information with the same degree of care that You use to protect your own confidential information; (b) maintain the confidentiality of this information; (c) not use the information except as permitted under this Agreement; and (d) not disseminate, disclose, sell, publish, or otherwise make available the information to any third party without Our prior written consent.
8.2 Limitations on Confidentiality Restrictions
Section 8.1 does not apply to any information that (a) is already lawfully in Your possession (unless received pursuant to a nondisclosure agreement); (b) is or becomes generally available to the public through no fault of You; (c) is disclosed to the You by a third party who may transfer or disclose such information without restriction; (d) is required to be disclosed by You as a matter of law (provided that You will use all reasonable efforts to provide Us with prior notice of such disclosure and to obtain a protective order therefor); (e) is disclosed by the You with Our approval; and (f) is independently developed by You without any use of confidential information. In all cases, You will use all reasonable efforts to give the Us thirty (30) days' prior written notice of any disclosure of information under this Agreement. You will maintain the confidentiality of all confidential and proprietary information learned pursuant to this Agreement for a period of one hundred (100) years from the date of termination of this Agreement.
8.3 Injunctive Relief for Breach
You acknowledge that any breach of Section 8.1 will irreparably harm Us. In the case of a breach, We are is entitled to seek injunctive relief in addition to any other remedies that We may have at law or in equity.
9. Export Controls and Restricted Rights
9.1 Export Controls
The Software, the Documentation, and all underlying information or technology may not be exported or re-exported into any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. You shall not export the Software or Documentation or any underlying information or technology to any facility in violation of these or other applicable laws and regulations. You represent and warrant that You are not a national or resident of, or located in or under the control of, any country subject to such export controls.
9.2 Restricted Rights
The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraph (d) of the Commercial Computer Software - Licensing at NASA FAR supplement 16-52.227-86, or their equivalent, as applicable.
You may not assign, sublicense, or transfer Your rights or delegate Your obligations under this Agreement without Our prior written consent, which will not be unreasonably withheld. This Agreement is binding upon the successors and assigns of the parties to this Agreement.
10.2 Entire Agreement
This Agreement, along with the Exhibits attached and referenced in this Agreement, is the final and complete understanding between the parties, and replaces and supersedes all previous oral or written agreements, understandings, or arrangements with respect to the subject matter of this Agreement.
This Agreement may not be modified or amended except in writing signed by an authorized representative of each party. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of the provisions or of the right to later enforce that or any other provision.
All notices, claims, demands required under this Agreement are effective when received, and are sufficient if given in writing, by email (with confirmation of transmission) hand-delivered, sent by facsimile with confirmation of receipt, sent by First Class Mail, return receipt requested (for all types of correspondence), postage prepaid, or sent by overnight courier service to the addresses on the first page of this Agreement.
Without the prior written consent of the other party, neither party shall disclose the terms and conditions of this Agreement, except disclosure may be made as is reasonably necessary to the disclosing party's bankers, attorneys, or accountants or except as may be required by law.
10.6 Independent Contractor
Nothing in this Agreement shall be deemed to create an employer/employee, principal/agent, or joint venture relationship. Neither party shall have the authority to enter into any contracts on behalf of the other party.
10.7 Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and jurisdiction for any disputes is in Travis County, Texas.
In case any provision of this Agreement is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of this Agreement.
Any dispute between the parties shall be resolved by arbitration under the rules of the American Arbitration Association by an arbitrator agreed upon in writing by the parties. If the parties cannot agree upon the choice of an arbitrator, each party shall appoint one individual representative and the two party representatives shall, between themselves, chose an arbitrator.
10.10 Attorney Fees
In any dispute between the parties, the prevailing party shall be entitled, in addition to any other rights and remedies it may have, to recover its reasonable attorney fees and costs.