Licence Agreement
Prior to purchasing our products and services, we
kindly ask you to get acquainted with our licensing policy. We are ready
to answer all questions that may arise.
LICENSE AGREEMENT
IMPORTANT:
READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN
OPTIMUM LINKUP ("OPTIMUM LINKUP" OR "WE", "US" AND "OUR") AND YOU
("YOU", "YOUR") ACTING AS AN INDIVIDUAL OR, IF APPLICABLE, ON BEHALF OF
THE INDIVIDUAL OR COMPANY.
BY
CLICKING THE "I ACCEPT" BOX AND DOWNLOADING THE UNDERLYING SOFTWARE,
YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT
("AGREEMENT") AND, TO THE EXTENT THAT YOU ARE ACTING ON BEHALF OF A
COMPANY, THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY. IF YOU DO NOT
AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "I
ACCEPT" BOX AND DO NOT PURCHASE, DOWNLOAD, INSTALL OR USE THE LICENSED
SOFTWARE. YOU HAVE NOT BECOME A LICENSEE OF, AND YOU ARE NOT AUTHORIZED
TO INSTALL OR USE THE SOFTWARE UNLESS YOU AGREE TO THIS AGREEMENT.
ANY
USE OF THE LICENSED SOFTWARE, AND ANY RESALE OR FURTHER DISTRIBUTION OF
THE LICENSED SOFTWARE, OTHER THAN AS EXPRESSLY AUTHORIZED BY THIS
AGREEMENT, CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND MAY
VIOLATE APPLICABLE COPYRIGHT LAWS.
DEFINITIONS
"Licensed Software"
shall mean any and all computer programs produced, created, developed,
or provided by Optimum Linkup, including, but not limited to PHP
scripts, website components, hosted services, source code, modules,
corresponding documentation, updates, upgrades, or modifications
thereto.
“License Fee” means the applicable fee for which Licensed Software is licensed.
"Developer"
shall mean an individual who has a primary job function of developing
websites, stand-alone software, scripts, programs and is involved with
phases, all or partly, of the development process, design and coding.
"Licensed Developer" shall mean a Developer who has been licensed to use the Licensed Software under the Developer License.
"End Customer"
shall mean a third-party who is authorized by Licensed Developer to use
an installed copy of the Licensed Software solely for ordinary business
use and not for distribution or sale.
“License Key”
shall mean a set of unique characters associated with a specific copy
of the Licensed Software issued by Optimum Linkup to Licensed Developer.
"Source"
form shall mean the preferred form for making modifications, including
software source code, documentation source, and configuration files.
“Extended Developer” means an authorized Licensed Developer under the Extended Developer License.
GRANT OF DEVELOPER LICENSE
In
consideration of payment of the Developer License fee Optimum Linkup
hereby grants Licensed Developer a non-exclusive, non-transferable,
worldwide, life-time right to install, modify and implement the Licensed
Software on their or a End Customer’s website. Upon purchasing Optimum
Linkup shall provide a License Key set forth the specific Licensed
Software.
SCOPE OF THE RIGHTS UNDER DEVELOPER LICENSE
Under the Developer License the Licensed Developer may:
a)
install an unlimited number of instances of the Licensed Software,
modified or not, on their own or their End Customers’ websites;
b)
private label the Licensed Software with their own logo and modify the
styles, colours, and the ‘look and feel’ of the Licensed Software;
c) remove Optimum Linkup's copyright notice in the source code;
d)
modify the functionality and features, make their own changes to the
source code, the design and the features. The Licensed Developer must
distinguish such modifications from Optimum Linkup original code by
including the following notice: "File modified by You/Your Company" in
the part that you have modified.
e) display a notice such as "Managed
by Your Company" if you maintain the Licensed Software and /or provide
technical support on your behalf or in other cases "Powered by Your
Company".
f) apply for Extended Developer License. Under the Extended
Developer License you may advertise, promote and/or market the Licensed
Software, show its interface and/or functionality to potential
customers or end-users, including but not limited to Demo installation,
web pages, video or other multimedia explaining the Licensed Software
features, and present the ‘look and feel’ of the Licensed Software.
RESTRICTIONS UNDER DEVELOPER LICENSE
Under the Developer License the Licensed Developer shall not:
a)
insert "Copyright by Your Company" title or in any other way state that
you own the copyright of the Licensed Software. In case you choose to
display your company notice in accordance with the previous clause in no
case should the note be displayed in a way that is misleading;
b) de
compile, reverse engineer or modify the PHP core framework files, which
are obfuscated and are not editable. More information about the source
code can be found at
https://www.optimumlinkupsoftware.com/our-php-code.php
c) install the
Licensed Software without the use of the original product installer
wizard and without providing valid License Key if such is required;
d) assign, sub-license, transfer, pledge, lease, rent, or share your rights under this License Agreement;
e)
sub-license to the End Customer the right to install, modify or re-sell
the Software or give the right to use your License Key to anyone else
except you;
f) reproduce, distribute, sub-license, disclose, market,
rent, lease or transfer the Licensed Software and the License Key in a
way that is not permitted by this Agreement;
g) authorize any portion of the Licensed Software to be copied to another individual or entity;
h) use the Licensed Software in violation of any applicable law, regulation or ordinance;
i)
digitally transmit or make available the Licensed Software or its
source code through local networks, intranets, extra-nets, FTP, online
discussion boards, forums, list-serve, peer-to-peer networks or
technologies, newsgroups, bulletin boards, or any other mode of shared
communication system, or place the Software onto a server so that it is
accessible via a public network such as the Internet; use the Software
in any way that violates these terms and conditions or any law; or
authorize or assist any third party to do any of the things described in
this section;
j) advertise, promote and/or market the Licensed
Software, show its interface and/or functionality to potential customers
or end-users, including but not limited to Demo presentations, web
pages, video or other multimedia explaining the Licensed Software
features, and present the ‘look and feel’ of the Licensed Software, if
not licensed under the Extended Developer License.
Any breach of
the above mentioned clauses (from a. to j) will result in terminating
this Agreement, deactivating your License Key and you will not be able
to install the Licensed Software anymore.
TECHNICAL SUPPORT UNDER DEVELOPER LICENSE
Free
technical support and single installation is provided by Optimum Linkup
for one year from the date of entering this License Agreement. Optimum
Linkup is obligated to provide technical support only to Licensed
Developers but not to any End Customer. Note that Optimum Linkup
provides technical support only via a ticket based support system.
Optimum
Linkup may choose at its sole discretion to void technical support on
modified Software. Modification of the Software may make it impossible
to upgrade with any releases we may offer in the future.
MODIFICATIONS TO THE LICENSED SOFTWARE
Licensed
Developers agree and acknowledge that any alteration and modification
to the Licensed Software (a) is made and used at their own risk, (b) are
made in accordance with the limited purposes set forth in this
Agreement.
GRANT OF USER LICENSE
In
consideration of payment of the User Licence fee Optimum Linkup grants
You a non-exclusive, non-transferable, worldwide, life-time right to
install, modify and implement the Licensed Software on their or on an
End Customer’s website. You may install and use the Licensed Software on
an unlimited number of websites and domains
RESTRICTIONS UNDER USER LICENSE
You shall not:
a) modify the source code, remove proprietary notices and labels contained in the Licensed Software;
b)
install the Licensed Software without the use of the original product
installer wizard and without providing valid License Key if such is
required;
c) reproduce, distribute, sub-license, disclose, market,
rent, lease, remote computing services, networking or transfer the
Licensed Software and the License Key;
d) reverse engineer, de-compile, or disassemble the Software;
e) authorize any portion of the Licensed Software to be copied to another individual or entity;
f) remove or alter Optimum Linkup copyright notices in the Licensed Software;
g) use the Licensed Software in violation of any applicable law, regulation or ordinance;
h)
digitally transmit or make available the Licensed Software or its
source code through local networks, intranets, extra-nets, FTP, online
discussion boards, forums, list-serve, peer-to-peer networks or
technologies, newsgroups, bulletin boards, or any other mode of shared
communication system, or place the Licensed Software onto a server so
that it is accessible via a public network such as the Internet; use the
Software in any way that violates this terms and conditions or any law;
or authorize or assist any third party to do any of the things
described in this section.i) advertise, promote and/or market the
Licensed Software, show its interface and/or functionality to potential
customers or end-users, including but not limited to Demo presentations,
web pages, video or other multimedia explaining the Licensed Software
features, and present the ‘look and feel’ of the Licensed Software, if
not licensed under the Extended Developer License.
Any
breach of the above mentioned clauses (from a. to i) will result in
terminating this Agreement, deactivating your License Key and you will
not be able to install the Licensed Software anymore.
TECHNICAL SUPPORT UNDER USER LICENSE
Free
technical support and single website installation is provided by
Optimum Linkup for six months from the date of entering this License
Agreement. Note that Optimum Linkup provides technical support via only a
ticket based support system.
LICENSE FEES
Both
the Developer and the User Licenses are contingent upon the payment of
license fees charged during the purchasing process.You are responsible
for payment of any sales, value added, excise, or other taxes or duties
that may be imposed upon or with respect to delivery, deployment, or use
of the Licensed Software.
You
agree that an additional fee may be due for any custom modifications
that you may need notwithstanding of the paid license fees.
DISCLAIMERS AND WARRANTY INFORMATION
Unless
expressly provided otherwise in a separate agreement between you and
Optimum Linkup, all information and Software on and from this website
are provided "as is," without warranty of any kind, either expressed or
implied, including but not limited to; the implied warranties of
merchantability, fitness for a particular purpose and non-infringement.
Optimum Linkup assumes no responsibility for errors or omissions in the
information or Software or other documents at, referenced by, or linked
to this website. You assume the entire risk for the results and
performance of the Licensed Software. Any references to corporations,
their services and products, are provided "as is" without warranty of
any kind, either expressed or implied including the warranties of
merchantability, fitness for a particular purpose and non-infringement.
DISCLAIMERS AND WARRANTY INFORMATION
Unless
expressly provided otherwise in a separate agreement between you and
Optimum Linkup, all information and Software on and from this website
are provided "as is," without warranty of any kind, either expressed or
implied, including but not limited to; the implied warranties of
merchantability, fitness for a particular purpose and non-infringement.
Optimum Linkup assumes no responsibility for errors or omissions in the
information or Software or other documents at, referenced by, or linked
to this website. You assume the entire risk for the results and
performance of the Licensed Software. Any references to corporations,
their services and products, are provided "as is" without warranty of
any kind, either expressed or implied including the warranties of
merchantability, fitness for a particular purpose and non-infringement.
NO LIABILITY FOR DAMAGES
In
no event shall Optimum Linkup or anyone else involved in the creation,
production or delivery of the Licensed Software or any accompanying
written materials be liable for any damages whatsoever, including
without limitation any special, incidental, indirect or consequential
damages of any kind, or any damages whatsoever resulting from loss of
use, loss of data, loss of other materials, loss of profits, business or
other work interruption, or any other pecuniary losses, whether or not
advised of the possibility of such damage, and based on any theory of
liability, arising out of, or in connection with the use of or inability
to use information, software or other materials obtained from using
this Software or from the performance or lack of performance of this
Software.
NO LIABILITY FOR ERRORS OR OBLIGATION TO UPDATE
Note
that Licensed Software could include technical or other inaccuracies or
typographical errors. Optimum Linkup will undertake reasonable efforts
to correct any reported error in accordance with any terms and
conditions of the support provided. Anyway, updates are only
incorporated in the NEW VERSION of the Licensed Software and at Optimum
Linkup's sole discretion. Optimum Linkup may make improvements and/or
changes in the Licensed Software and any other product(s) or program(s)
described on our website at any time. Optimum Linkup has no obligation
to notify you of any changes of the Licensed Software or any other
products or programs.
SOFTWARE UPDATES & UPGRADES
Update
is a minor change made to the Licensed Software that improves certain
feature of the Licensed Software. Updates are available for a free
download to anyone who has ordered a major upgrade from the same
release. This means that if your purchased version is 1.1 you will
receive all future versions - 1.2, 1.3, 1.4, etc. for free.
Upgrade
is a subsequent version (2.0, 3.0, etc.) of the Licensed Software
identified as a new release and includes major changes to the Licensed
Software and may contain new features or changes to the interface. To
receive and use an Upgrade, you must pay the applicable fees for that
Upgrade which is 50% off the then-current Software price, and agree to
Optimum Linkup's terms and conditions governing the use of that Upgrade
(EULA). If no such standard terms and conditions are stated by Optimum
Linkup, the terms of this Agreement shall apply and the Upgrade shall be
deemed Licensed Software. All instances and installations of the prior
major version will continue to work.
REFUND POLICY
Once
a product is downloaded by a client we cannot issue a refund. All sales
are final and non-refundable. By completing Your purchase of the
Licensed Software, you agree that you are purchasing digital,
non-tangible goods and as such are not entitled to a refund. Prior to
ordering, please, make sure you have carefully read and understood the
product's system requirements and features. If you are not sure about
product compatibility, or have questions about its features, please
contact our Customer Support Center. All inquiries are free of charge.
We
may make exceptions with this “no refund” rule of the Licensed Software
cannot be installed for some reason on a server that meets the software
requirements in full. Anyway, your refusal to permit Optimum Linkup to
install the Licensed Software will void your right to a refund. We
cannot issue a refund if the product does not meet your expectations.
Note that intangibles, licenses and access to digital content are NOT
eligible for claims under buyer protection according to PayPal policies.
YOUR RESPONSIBILITY
You
are responsible for providing and maintaining all equipment and
Internet connections necessary to properly use the Licensed Software. We
do not access, control, edit or screen any message or posting content
transmitted using The Licensed Software or related services; therefore,
you are solely responsible for the receipt or transmission of any and
all content using the Licensed Software as and when you use the
Software.
END USER AGREEMENT
You
shall be responsible for entering into a binding end-user license
agreement with End Customers. The terms and conditions of the agreement,
including but not limited to the warranties, limitations of liability
and grant of license, and intellectual property provisions, shall be at
least as restrictive as Optimum Linkup 's standard terms and conditions,
set forth herein. You shall maintain a copy of the license agreement
for each End Customer, and shall, promptly following execution of such
agreements.
If
you learn of any breach of the license agreement or other that could
damage Optimum Linkup (or its third party licensors), you shall take
prompt, commercially reasonable corrective action at its expense to
remedy the breach and/or obtain all other appropriate relief and shall,
in addition, immediately notify Optimum Linkup of the breach and
corrective action taken. The execution of these duties by you shall not
preclude Optimum Linkup from also taking corrective action. The
foregoing obligations to enforce the license agreement shall survive
expiration or termination of this Agreement.
TERM AND TERMINATION
This
Agreement is effective immediately upon downloading the Licensed
Software. Proof of download will be based on Optimum Linkup's client
status using our records and logs. This Agreement shall commence on the
Effective Date and continue in effect until terminated as provided
herein.
You may
terminate this Agreement at any time for its convenience upon written
notice to Optimum Linkup. In such event, your License Key will terminate
and you will not be able to use the Licensed Software anymore.
Without
prejudice to any other rights, Optimum Linkup may suspend, revoke, or
terminate this Agreement if you fail to comply with any of its
provisions. In such event, your License Key will terminate and all
instances of the Licensed Software will stop working.
All
provisions of this Agreement which by their nature shall survive
termination, including, without limitation, scope of rights, warranty
disclaimers, indemnity and limitations of liability.
GOVERNING LAW
You
agree that this Agreement shall be governed in all respects by the laws
and courts of the Republic of Bulgaria. The contracting parties agree
that all disputes arising from and regarding the Agreement will be
resolved by common efforts of the parties. In case that the common
consent can be obtain, any claim or dispute You may have against Optimum
Linkup Ltd. must be resolved by a court located in the Republic of
Nigeria.
If any
provision of this Agreement is held to be invalid or unenforceable,
this Agreement shall be construed without such provision and the balance
of the Agreement will remain in full force and effect. The failure by a
party to exercise any right herein shall not operate as a waiver of
such party's right to exercise such right or any other right in the
future.