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SOFTWARE LICENSE AGREEMENT
IMPORTANT! BE SURE TO CAREFULLY READ AND
UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS SET FORTH IN THIS END-USER
LICENSE AGREEMENT ("EULA"). BY USING THE SOFTWARE, YOU AGREE TO
BE BOUND BY THE TERMS OF THIS EULA.
rSitez, Inc. provides and hosts social networking software and services
that allow individuals, organizations, and groups to create communities
online in order to find, network, and communicate with others. This
EULA (herein "Agreement" or "EULA") is a binding legal agreement
between you ("you", "your", "user") and rSitez, Inc (hereinafter
"Licensor", "rSitez", "we", "us", "our") for the materials accompanying
this EULA, including the hosted computer software, associated media,
printed materials and any "online" or electronic media or documentation
(hereinafter the "Software", "Service"). By using the Software, you
agree to be bound by the terms of this EULA. If you do not agree to the
terms of this EULA, do not use or attempt to use the Software.
1.
Grant of License
The Software is protected by
copyright laws and international copyright treaties, as well as other
intellectual property laws and treaties. The Software is licensed, not sold.
This EULA grants you the following rights:
A.
You may configure, use, access, manage usage of
the software only on the hosted servers provided by rSitez. The Software
cannot be copied, installed or hosted in any other environment under this
agreement.
B.
Your license rights under this EULA are
non-exclusive. All rights not expressly granted herein are reserved by
Licensor.
C.
You may not sell, transfer or convey the
Software to any third party without Licensor's prior express written
consent.
D. You may not sublicense or resell
Software to any third party without Licensor's prior express written
consent.
2. Proprietary Rights in
Content on rSitez.
- rSitez does not claim any ownership
rights in the text, files, images, photos, video, sounds, musical works,
works of authorship, or any other materials (collectively, "Content")
that you or members or users of the site (collectively, “you” or “your”)
post to the rSitez Services. After posting your Content to the rSitez
Services, you continue to retain all ownership rights in such Content,
and you continue to have the right to use your Content in any way you
choose. By displaying or publishing ("posting") any Content on or
through the rSitez Services, you hereby grant to rSitez a limited
license to use, modify, publicly perform, publicly display, reproduce,
and distribute such Content solely on, through, or in reference to the rSitez Services.
- Without this license, rSitez would
be unable to provide the rSitez Services. The license you grant to
rSitez is non-exclusive (meaning you are free to license your Content to
anyone else in addition to rSitez), fully-paid and royalty-free (meaning
that rSitez is not required to pay you for the use of the Content that you post), sublicensable (so that rSitez is
able to use its affiliates and subcontractors such as Internet advertising, marketing and content
delivery networks to provide the rSitez Services), and worldwide
(because the Internet and the rSitez Services are global in reach). This
license will terminate at the time you remove your Content from the
rSitez Services. The license does not grant rSitez the right to sell
your Content.
- You represent and warrant that: (i)
you own the Content posted by you on or through the rSitez Services or
otherwise have the right to grant the license set forth in this section,
and (ii) the posting of your Content on or through the rSitez Services
does not violate the privacy rights, publicity rights, copyrights,
contract rights or any other rights of any person. You agree to pay for
all royalties, fees, and any other monies owing any person by reason of
any Content posted by you to or through the rSitez Services.
- The rSitez Services contain Content
of rSitez ("rSitez Content"). rSitez Content is protected by copyright,
trademark, patent, trade secret and other laws, and rSitez owns and
retains all rights in the rSitez Content and the rSitez Services. rSitez
hereby grants you a limited, revocable, nonsublicensable license to
reproduce and display the rSitez Content (excluding any software code)
solely in connection with viewing the rSitez Website and using the
rSitez Services.
3. Content Posted.
1.
rSitez may delete any Content that in the sole
judgment of rSitez violates this Agreement or which may be offensive,
illegal or violate the rights, harm, or threaten the safety of any person.
rSitez assumes no responsibility for monitoring the rSitez Services for
inappropriate Content or conduct. If at any time rSitez chooses, in its sole
discretion, to monitor the rSitez Services, rSitez nonetheless assumes no
responsibility for the Content, no obligation to modify or remove any
inappropriate Content, and no responsibility for the conduct of the User
submitting any such Content.
2.
You are solely responsible for the Content that
you post on or through any of the rSitez Services, and any material or
information that you transmit to your Members and for your interactions with
Users of the site. rSitez does not endorse and has no control over the
Content. Content is not reviewed by rSitez and does not necessarily reflect
the opinions or policies of rSitez. rSitez makes no warranties, express or
implied, as to the Content or to the accuracy and reliability of the Content
or any material or information that you transmit to Members or Users of the
rSitez Service.
4 Content/Activity Prohibited.
The following is a partial list of the
kind of Content that is illegal or prohibited to post on or through the
rSitez Services. rSitez reserves the right to investigate and take
appropriate legal action against anyone who, in rSitez's sole discretion,
violates this provision, including without limitation, removing the
offending communication from the rSitez Services and terminating the
Service of such violators. Prohibited Content includes, but is not
limited to Content that, in the sole discretion of rSitez:
1.
is patently offensive and promotes racism,
bigotry, hatred or physical harm of any kind against any group or
individual;
2.
harasses or advocates harassment of another
person;
3.
pornographic materials or content that exploits people in a sexual or violent manner;
4..
promotes information that you know is false or
misleading or promotes illegal activities or conduct that is abusive,
threatening, obscene, defamatory or libelous;
5.
promotes an illegal or unauthorized copy of
another person's copyrighted work, such as providing pirated computer
programs or links to them, providing information to circumvent
manufacture-installed copy-protect devices, or providing pirated music or
links to pirated music files;
6.
involves the transmission of "junk mail,"
"chain letters," or unsolicited mass mailing, instant messaging, "spimming,"
or "spamming";
7.
contains restricted or password only access
pages or hidden pages or images (those not linked to or from another
accessible page);
8.
furthers or promotes any criminal activity or
enterprise or provides instructional information about illegal activities
including, but not limited to making or buying illegal weapons, violating
someone's privacy, or providing or creating computer viruses;
9.
solicits passwords or personal identifying
information for commercial or unlawful purposes from other Users;
10.
includes a photograph of another person that
you have posted without that person's consent; or
The following is a partial list of the
kind of activity that is illegal or prohibited on the rSitez Website and
through your use of the rSitez Services. rSitez reserves the right to
investigate and take appropriate legal action against anyone who, in
rSitez's sole discretion, violates this provision, including without
limitation, reporting you to law enforcement authorities. Prohibited
activity includes, but is not limited to:
1.
criminal or tortuous activity, including child
pornography, fraud, drug dealing,
harassment, stalking, spamming, spimming, sending of viruses or other
harmful files, copyright infringement, patent infringement, or theft of
trade secrets;
2.
If you breach this Agreement and send
unsolicited bulk email, instant messages or other unsolicited communications
of any kind through the rSitez Services, you acknowledge that you will have
caused substantial harm to rSitez, but that the amount of such harm would be
extremely difficult to ascertain. As a reasonable estimation of such harm,
you agree to pay rSitez $50 for each such unsolicited email or other
unsolicited communication you send through the rSitez Services;
3.
interfering with, disrupting, or creating an
undue burden on the rSitez Services or the networks or services connected to
the rSitez Services;
4.
using the rSitez Services in a manner
inconsistent with any and all applicable laws and regulations.
5. Price and Payment
rSitez licensing fees are posted on the
www.rsitez.com website. Licensing fees must be electronically paid
according to the payment schedule posted on our website for continued usage of
the Software. You understand that your credit card or paypal account will be billed automatically for the payment amount at each renewal period (monthly, 6-monthly, yearly) until your account is cancelled. You can cancel your subscription at any time for any reason per Section 8 of this EULA.
6. Support Services
Licensor may provide you
with support services related to the Software ("Support Services"), at its
discretion. Use of Support Services, if any, is governed by Licensor's
policies and programs described in any users manual, in online
documentation, and/or in other Licensor-provided materials. Any supplemental
Software code provided as a part of Support Services will be considered part
of the Software and subject to the terms of this EULA. With respect to
technical information you provide to Licensor as part of the Support
Services, Licensor may use such information for its business purposes,
including for product support and development. Licensor will not utilize
such technical information in a form that personally identifies you except
to the extent necessary to provide you with support.
7.
Replacement, Modification and/or Upgrades
Licensor may, from time to
time, and for a fee, replace, modify or upgrade the Software. When accepted
by you, any such replacement or modified Software code or upgrade to the
Software will be considered part of the Software and subject to the terms of
this EULA (unless this EULA is superseded by a further EULA accompanying
such replacement or modified version of or upgrade to the Software).
7.1
Customization Service
Licensor provides, for an additional fee, software development services to create custom social networks per our client specification. This includes the creation of new features, functions, and integration with other products and application. Payments made for this service is non-refundable. Custom sites are created as individual, stand-alone websites and will not receive future upgrades. Additional features, warranties, or support for custom projects requires additional costs.
8. Termination
You may terminate this EULA at any time by notifying rSitez via email at
cancel@rsitez.com. The email must specify 1 - the name of
the site, 2 - reason for cancellation, 3 - Name on credit card/Paypal used
for purchase. Your license to the Software automatically
terminates if you fail to comply with the terms of this agreement or if
scheduled payments are not met because of decline of credit/debit card
(or other reasons), or if payments are cancelled by you. We may
terminate this EULA at any time at our discretion or for illegal or
prohibited activities (see Section 4 for partial list). Upon
termination of this Agreement and/or Services, your rights to use the
Service immediately ceases and we will have no further obligation to
provide any further services to you. We may require reactivation fees
to renew services, if renewal is possible, after termination of
service. Cancelled sites are deleted from our servers within 30 days of cancellation and may not be recoverable.
8.1 Refund Policy
All licensing fees are posted
on www.rsitez.com. No refunds are offered for plans that include a free trial period. In these cases, no payment is taken from your credit card until after the trial period. You can cancel during the trial period and you will not be billed. If you cancel after the trial period you will be billed for that period, but will not be billed for any future period.
Custom Development fees are provided per request. No refunds are offered for custom development projects.
rSitez do not refund for, and is not responsible for customer bank fees, financial loss, other debits or financial issues resulting from payments made for this service.
8.3 Own the Code
rSitez occassionally offers an 'Own the Code' program that gives customers the ability to purchase a copy of one of our social networking sites. This gives customers the ability to own the code, host it on their own server, and customize the software per their specific requirement with their own developers. This license is for 1 domain only. Therefore you can only use the software for only 1 domain, not multiple domains.
The Own the Code program DOES NOT include a money back guarantee. Full payment is required up front and all sales are final. There are NO REFUNDS for this program. You are purchasing the software AS-IS at the time of purchase.
Therefore, you will not receive future upgrades, bug fixes, or enhancements to the software. There is additional cost for support, enhancements, any requested changes, and hosting of the software.
Any customizations done for sites that qualify for this program will be billed at our normal billing rate.
We do not guarantee the ongoing or long term availability of this program.
.
9. Copyright
1.
All title and copyrights in and to the Software
(including but not limited to any software code, images, photographs, animations, video,
audio, music and text incorporated into the Software), are owned by Licensor
or its suppliers. You have no rights to use such content except as specified
in the EULA.
2.
You may not reverse engineer, de-compile,
disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make
copies of, create derivative works from, distribute or provide others with
the Software in whole or part, transmit or communicate the application over
a network.
10.
Export Restrictions
You may not export, ship,
transmit or re-export software in violation of any applicable law or
regulation including but not limited to Export Administration Regulations
issued by the U. S. Department of Commerce.
11.
Disclaimer of Warranties
LICENSOR AND ITS SUPPLIERS
PROVIDE THE SOFTWARE "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL
OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS
OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES,
AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO
WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NONINFRINGEMENT.
THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE IS
WITH YOU.
12.
Limitation of Damages
TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS SUPPLIERS BE
LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL,
PUNITIVE OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO
THE USE OF OR INABILITY TO USE THE SOFTWARE AND WHETHER BASED ON CONTRACT,
TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ANY
SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION
OF DAMAGES WILL BE EFFECTIVE EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL
PURPOSE.
13.
Arbitration
Any dispute arising under
this EULA will be subject to binding arbitration by a single Arbitrator with
the American Arbitration Association (AAA), in accordance with its relevant
industry rules, if any. The parties agree that this EULA will be governed by
and construed and interpreted in accordance with the laws of the State of
Florida. The arbitration will be held in Florida. The Arbitrator will have the
authority to grant injunctive relief and specific performance to enforce the
terms of this EULA. Judgment on any award rendered by the Arbitrator may be
entered in any Court of competent jurisdiction.
14.
Severability
If any term of this EULA is
found to be unenforceable or contrary to law, it will be modified to the
least extent necessary to make it enforceable, and the remaining portions of
this Agreement will remain in full force and effect.
15. No Waiver
No waiver of any right under
this EULA will be deemed effective unless contained in writing signed by a
duly authorized representative of the party against whom the waiver is to be
asserted, and no waiver of any past or present right arising from any breach
or failure to perform will be deemed to be a waiver of any future rights
arising out of this EULA.
16. Entire Agreement
This EULA constitutes the
entire agreement between the parties with respect to its subject matter, and
supersedes all prior agreements, proposals, negotiations, representations or
communications relating to the subject matter. Both parties acknowledge that
they have not been induced to enter into this EULA by any representations or
promises not specifically stated herein.
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