Version:1.0
This license agreement (the “Agreement”) is between the entity you represent, or, if you do not designate an entity, you individually (“you”, “your”), and Letrium LTD (“Letrium”, “we”, “us”, or “our”).
By copying, installing, downloading, or using all or any portion of the Software, you accept all the terms and conditions of the Agreement.
You represent and warrant that you have full power, capacity, and authority to accept the Agreement. If you are agreeing to be bound by the Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to the Agreement. If you do not have the requisite authority, you may not accept the Agreement or use the Software on behalf of your employer or other entity.
The Software provided by Letrium is licensed, not sold, to you for use only under the terms and conditions of the Agreement.
If you do not agree to the terms and conditions of the Agreement, you are not permitted to install, copy, or use the Software.
The Agreement is enforceable against you and any legal entity that obtained the Software and on whose behalf it is used.
DEFINITIONS
“EspoCRM” is a web-based customer relationship management (CRM) application.
“Open-Source Components” means any software component that is subject to any open source copyright license agreement, including software available under the GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative.
“Upgrades” means all updates, upgrades, bug fixes, patches, error corrections, enhancements, new versions, and other modifications to the Software.
“Software” means all products identified on an Order Form.
“Order Form” means an ordering document or online order specifying the Software to be licensed. It contains all of the details about your purchase, including your license term, products purchased, and your fees.
“Licensed Period” is the period of time that Letrium has granted permission to you to use the Software, the duration of which is shown in the Order Form.
1. SOFTWARE LICENSE
1.1 Subject to your continuous compliance with the Agreement and payment of the applicable license fees, Letrium grants you a non-exclusive, non-transferable, worldwide, limited right to use the Software on a single EspoCRM instance on a single server for the Licensed Period. After the license period expires, you must renew or purchase a new license to continue using the Software. You may use or modify the Software only for your own internal business purposes or for non-commercial or personal use.
1.2 Restrictions and Limitations. You shall not, and will not allow end users or third parties under its control to:
- (a) license, sublicense, sell, resell, rent, lease, lend, distribute, redistribute, market, publish, commercialize, or otherwise transfer rights or usage to the Software or any modified version or derivative work of the Software created by or for you;
- (b) provide the Software to third parties as a hosted or managed service;
- (c) provide the Software, or any modified version or derivative work of the Software created by or for you, on a time-sharing, service bureau, application service provider, or other similar basis;
- (d) remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Software;
- (e) use the source code of the Software, or any part thereof, as a dataset or input for the purpose of training machine learning algorithms or artificial intelligence technologies;
- (f) change, disable, or circumvent the license key functionality in the Software, and you may not remove or obscure any functionality in the Software that is protected by the license key;
- (g) copy any features, functions, or graphics of the Software for any purpose other than what is expressly authorized in the Agreement;
- (h) use any Intellectual Property Rights protected by applicable laws and contained in or accessible through the Software for the purpose of building a competitive product or service or copying its features or user interface.
1.3 Backup Copy. You can make one (1) copy of the Software for backup and archival purposes, provided, however, that the original and each copy is kept in your possession or control, and that your use of the Software does not exceed that which is allowed in the Agreement. The backup copy must contain all copyright or other proprietary notices contained in the original.
1.4 Development and Staging Servers. You may install the Software for non-production purposes on two (2) additional EspoCRM instances, solely for development, testing, or staging purposes. These EspoCRM instances with the installed Software must not be made available to the general public at any time.
2. SOFTWARE UPGRADES AND UPDATES
Letrium, at its discretion, may make available future Upgrades to the Software. The terms of the Agreement will govern any software Upgrades provided by Letrium that replace and/or supplement the original Software, unless such Upgrades are accompanied by a separate agreement in which case the terms of that agreement will govern. You agree to be bound by any additional license terms, including, without limitation, additional or different fees, or restrictions on use, that accompany such Upgrades. If you do not agree to the additional license terms that accompany such Upgrades, you may not download, install, copy, or otherwise use such Upgrades. You are only entitled to download and use the Upgrades if you have a valid license to use the Software. All Upgrades are provided to you on a license exchange basis. You agree that you will not continue to use earlier versions of the Software.
3. PAYMENT OF FEES
3.1 In consideration of the limited license granted herein, you agree to pay Letrium the then applicable license fees set forth in the order form for the Software (the “Fees”). The Fees are non-refundable in the event of early termination of the Agreement. Letrium reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the term or any renewal term, upon thirty (30) days prior notice to you (which may be sent by email). If you believe that Letrium has billed you incorrectly, you must contact Letrium no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
3.2 Fees are exclusive of taxes. Absent appropriate exemption certificates or other conclusive proof of tax-exempt status, you should pay any use taxes, sales taxes, goods and services taxes (GST) and/or value-added taxes (VAT). You shall be responsible for any foreign exchange transaction fees. Without limiting the foregoing, you shall be responsible for and bear taxes associated with its purchase of, payment for, access to, or use of the Software. You shall hold Letrium harmless from all claims and liability arising from your failure to pay any such taxes, duties, or charges.
4. LICENSE VERIFICATION
You agree that Letrium may transmit, collect, maintain, and process information such as IP address, the domain name where the Software is installed, installation and update dates, the license key, and the version number of the Software, without notice on install, on launch, and on an intermittent or regular basis thereafter, for the purpose of verifying the number of installations and your eligibility to use the Software and its various features.
5. OPEN-SOURCE COMPONENTS
The Software may include Open-Source Components. The Agreement does not apply to any Open-Source Components. Any use of Open-Source Components is subject to and governed solely by the terms and conditions of the applicable open-source license agreement(s).
6. DISCLAIMER OF WARRANTIES
6.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, LETRIUM AND LETRIUM’S LICENSORS HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS, EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE, REGARDING THE SOFTWARE AND ANY RELATED MATERIALS, INCLUDING, BUT NOT LIMITED TO, THE FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, THEIR ACCURACY, OR THEIR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LETRIUM OR A LETRIUM-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
6.2 LETRIUM DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES IS SECURE, OR IS FREE FROM BUGS, ERRORS, OR WILL BE UNINTERRUPTED, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS, OR THIRD-PARTY SERVICES.
6.3 YOU FURTHER ACKNOWLEDGE THAT THE SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN THE OPERATIONS OF AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, NUCLEAR FACILITIES, EMERGENCY COMMUNICATION SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, WEAPONS SYSTEMS, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE OR TIME DELAYS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE.
7. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EXCEPT FOR THE EXCLUSIVE REMEDY OFFERED BY LETRIUM IN SECTION 6 ABOVE AND ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, LETRIUM, ITS AFFILIATES, RESELLERS, AGENTS, OR PRINCIPALS WILL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY, OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF LETRIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, CLAIMS, OR COSTS. IN ANY EVENT, LETRIUM’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, RESELLERS, AGENTS, AND PRINCIPALS OR IN CONNECTION WITH THE AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OF THE AGREEMENT BY LETRIUM. Letrium is acting on behalf of its agents, affiliates, and resellers for the purpose of disclaiming, excluding, and limiting obligations, warranties, and liability, but in no other respects and for no other purpose.
8. OWNERSHIP
Letrium owns all rights, titles, and interests in and to the Software and Upgrades. Except as expressly granted hereunder, Letrium reserves all rights, titles, and interests in and to the Software and Upgrades.
9. CONTROLLING LAW AND SEVERABILITY
The Agreement is governed by and construed in accordance with the laws of the State of California, except for its conflicts of laws principles. Any cause of action arising under or relating to the Agreement must be brought exclusively in the local, state, or federal courts in Los Angeles County, California, USA. The Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of the Agreement shall continue in full force and effect.
10. EXPORT CONTROL LAWS
You must comply fully with all applicable laws related to export control and economic sanctions of the European Union, the EU Member States, and the United States, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, and end-user, end-use, and destination restrictions issued by the United States and other governments.
11. TERMINATION
11.1 The Agreement is effective until terminated. Your rights under the Agreement will terminate automatically or otherwise cease to be effective without notice from Letrium if you fail to comply with any term(s) and condition(s) of the Agreement. Sections 3.2, 4, 6, 7, 9, 10, and 11 of the Agreement shall survive any such termination.
11.2 Upon termination of the Agreement for any reason whatsoever, or if the license expires, you must uninstall the Software and destroy, and upon request of Letrium certify the destruction of, all copies of the Software including Upgrades, and all components of it in your possession.
12. MISCELLANEOUS
12.1 The Agreement is not assignable, transferable, or sublicensable by you except with Letrium’s prior written consent.
12.2 Letrium may transfer and assign any of its rights and obligations under the Agreement without consent, including, but not limited to, any successor to its business or assets to which the Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise.
12.3 The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
12.4 No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement and you do not have any authority of any kind to bind Letrium in any respect whatsoever.
12.5 All notices under the Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed if transmitted by facsimile or e-mail; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt if sent by certified or registered mail, return receipt requested. You agree that Letrium can provide notices regarding the Software or the Agreement to you through the EspoCRM interface.