FUSIONBB SOFTWARE LICENSE AGREEMENT
INTERACTIVEPHP, INC., A NORTH CAROLINA CORPORATION ("INTERACTIVEPHP") HAS CREATED FUSIONBB
MESSAGE BOARD SOFTWARE (THE "SOFTWARE") WHICH IS AN ALL RIGHTS RESERVED © 2003-2007
INTERACTIVEPHP, INC. COPYRIGHTED WORK OF AUTHORSHIP PROTECTED UNDER APPLICABLE UNITED
STATES AND INTERNATIONAL COPYRIGHT LAWS AND DATABASE LAWS. INTERACTIVEPHP IS NOT SELLING
TO YOU THE ORIGINAL SOFTWARE OR ANY COPIES, BUT RETAINS OWNERSHIP OF THE SOFTWARE AND ANY
COPIES OF IT, REGARDLESS OF FORM, AND ALL ASSOCIATED GRAPHICS AND ICONS.
BY INSTALLING AND USING THE SOFTWARE ON YOUR SERVER, YOU AGREE TO BE BOUND BY THE FOLLOWING
TERMS AND CONDITIONS (THIS "AGREEMENT") ON YOUR BEHALF OR, IF YOU ARE INSTALLING AND USING
IT FOR ANY ENTITY, ON BEHALF OF SUCH ENTITY (YOU AND/OR YOUR ENTITY IS REFERRED TO AS THE
"LICENSEE"). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT,
THEN DO NOT INSTALL OR USE THE SOFTWARE.
1. License. Although InteractivePHP shall at all times be the sole owner of
the Software and its source code, it hereby grants to the Licensee the non-exclusive and
non-assignable right and license to make a single test installation and a single installation
of the Software and use it to create a publicly accessible bulletin board on one website.
A separate license is required for each additional installation of the Software. Sublicenses
for the sale and marketing of the Software may be granted only at the sole discretion of
InteractivePHP, upon terms and conditions satisfactory to it.
2. License Fee. In consideration of InteractivePHP granting the license to
Licensee and permitting it to access the Member Area to download updates and obtain support
during the term hereof, Licensee shall pay to InteractivePHP an One Hundred Fourty-Nine
Dollars ($149.00) initial license fee ("Initial License Fee"). A 5 Year Initial License
fee option is available for Two Hundred Fifty-Five Dollars ($255.00) initial license fee
("Initial License Fee"). The License may be renewed annually after the Initial License Fee
period for an annual renewal fee of Thirty-Nine Dollars ($39.00) ("License Renewal Fee").
Licensee may avoid having to renew the License annually by purchasing a lifetime License,
with unlimited upgrades for a one time fee of Four Hundred Twenty-Five Dollars ($425.00)
(the "Lifetime License Fee"). InteractivePHP reserves the right to amend any of its
License fees, from time to time, in its sole discretion.
3. Member Area Access. Licensee is solely responsible for delivery and
installation of the Software. Licensee may complete delivery and installation of the
Software by accessing the Member Area of InteractivePHP's website. Upon receipt of full
payment of the Annual License Fee or Lifetime License Fee, InteractivePHP will e-mail
Licensee a license number and password that will enable Licensee to access the Member Area
for the relevant time period. In the Member Area, Licensee may download updates of the
Software and obtain support. After such License period has expired, access to the Member
Area is subject to Licensee's renewal of its license and payment of the then current
License Renewal Fee. Except as specified herein, InteractivePHP is not obligated to provide
training or maintenance of any kind for the Software. In its sole discretion and at any
time, InteractivePHP may discontinue the Member Area or any service or feature available
through the Member Area.
4. Term. This Agreement is for a term of one (1) year (unless the 5 Year or Lifetime
License Fee has been paid) and shall remain and continue in full force and effect for such
period unless terminated. InteractivePHP may terminate this License if Licensee fails to
comply with the terms of this Agreement. Licensee may terminate this Agreement at any
time by destroying or removing all copies of the Software from all of Licensee's hard
drives, networks and other storage media. Upon expiration of the term hereof, Licensee
may continue to run the Software, but will lose its Member Area Access and ability to
download updates and obtain support unless Licensee renews its annual subscription at the
then current license fee.
5. Representations by Licensee. The Licensee represents that Licensee will
not:
- a. Sell, reproduce, distribute or grant any rights in all or any portion of the Software
to any third party;
- b. Remove the copyright, "Powered By" legends or any proprietary notices from the
Software or any copy thereof, unless specificially authorized to do so;
- c. Use the Software in violation of any applicable law, regulation or ordinance
including, but not limited to, the U.S. export laws and the United States Children's
Online Privacy Protection Act of 1998 ("COPPA");
- d. Use the Software or any related services to develop, generate, transmit or store
information that (i) infringes any third party's intellectual property or other proprietary
right, or (ii) or is illegal; or
- e. Take any action to jeopardize, limit or interfere with InteractivePHP's ownership
of and rights with respect to the Software.
Licensee acknowledges that any violation of these representations by Licensee is a breach
of this Agreement and these representations shall survive the expiration or termination
of this Agreement for the longest time permitted by law.
6. Breach of Agreement by Licensee. The Licensee agrees that in the event
of a breach of this Agreement, InteractivePHP would be irreparably harmed and could not
be made whole by money damages alone. Therefore, this Agreement shall be enforceable by
all remedies at law or in equity including the right to enjoin any further breach.
Licensee agrees to waive any requirement for security or posting of any bond in connection
with such remedy for breach of this Agreement and acknowledge that equitable relief shall
not be exclusive but shall be in addition to any other remedy in this Agreement or at
law or in equity. InteractivePHP, in any such action, also be entitled to recover all
damages, costs and attorney's fees.
7. Disclaimer of Warranties. The Software is provided "as is" and Licensee
assumes all risk with its use of the Software. INTERACTIVEPHP MAKES NO WARRANTIES,
CLAIMS OR REPRESENTATIONS REGARDING THE SOFTWARE OR THE USE THEREOF. ALL WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. InteractivePHP
does not promise that the Software, Member Access Area or support will always be available
or without errors. InteractivePHP does not guarantee that its inclusion of COPPA compliance
tools in the Software or the use thereof will provide complete COPPA protection. Licensee
acknowledges that it will use the age screening and parental permission tools contained
in the software. These disclaimers are an essential part of this Agreement used for
determining the price charged for this License. Some states do not allow exclusion of an
implied warranty, so this disclaimer may not apply to Licensee.
8. Limitation of Liability. InteractivePHP is not liable for the content
of any message posted on a bulletin board created from use of the Software. LICENSEE
ASSUMES ALL RISK OF USING THE SOFTWARE. ANY LIABILITY OF INTERACTIVEPHP WILL BE LIMITED
EXCLUSIVELY TO REFUND OF THE ANNUAL LICENSE FEE. In no event will InteractivePHP be
liable to Licensee for any damages, including any lost profits or savings, loss of data
or any indirect, special, incidental or consequential damages arising out of the use of
or inability to use the Software.
9. Entire Agreement. This Agreement contains the entire agreement and
understanding of the parties hereto with respect to the subject matter contained herein,
and all prior agreements or understandings of the parties hereto are hereby revoked.
There are no agreements, restrictions, promises, warranties, covenants or other
undertakings other than those expressly set forth herein.
10. Parties in Interest. This Agreement shall inure to the benefit of, and
be binding upon, InteractivePHP and Licensee and their respective representatives,
successors and assigns, provided, however, that if the ownership of Licensee is transferred,
for whatever reason, the rights granted hereunder are not transferable.
11. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of North Carolina.
12. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be settled by arbitration in Charlotte,
North Carolina, in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the Arbitrator(s) may
be entered in any court having jurisdiction thereof.
This license may be revised from time to time with or without notice.
Posted: March 17, 2005
Revised: April 11, 2005
Revised: December 16, 2006
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