Licensing
DerbyWeb Licensing:
Licensing is on an annual subscription basis. Purchasing a subscription entitles you to the latest version of the software, as well as free software updates and technical support during the subscription period. You can continue to use the software past the end of the subscription, but you will not be entitled to free updates or technical support. Your subscription starts the day that we have completed your order and have issued a software serial number. The subscription ends one year from that date.
The full license text is listed below:
END-USER LICENSE AGREEMENT FOR DERBYWEB
IMPORTANT READ CAREFULLY:
This End-User License Agreement (EULA) is a legal agreement between you (either an individual or a single entity, referred to hereinafter as "you" or "your") and Lisano Enterprises, LLC for the software product identified above, which includes computer software and may include online or electronic documentation (Software Product or Software). By copying, installing, downloading, or using all or any portion of the Software, you accept all the terms and conditions of this Agreement. Lisano Enterprises, LLC owns all intellectual property in the Software, with the exception of the Yii Framework that the Software runs upon. If you do not agree to the terms of this EULA, do not use the Software. This Agreement is enforceable against you and any legal entity that obtained the Software and on whose behalf it is used.
Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the Software. The Software is licensed, not sold.
GRANT OF LICENSE
This EULA grants you the following rights:
1. USE AND COPY
Provided you comply with the term and conditions of this Agreement and have paid the applicable license fees, Lisano Enterprises, LLC grants you a revocable, non-exclusive, non-transferable, worldwide, limited license to install, download and use a single instance of the Software on a single website domain in a manner consistent with its designs and Documentation as further set forth below and not for purposes of resale or re-compilation, re-distribution, re-syndication, time sharing or use for the benefit for any third-party (the "License"). Upon Lisano Enterprises, LLC’s receipt of the applicable license fees, a unique license number will be issued to you.
1.1 Limited Use. You may not transfer, rent, sublicense, assign, lease, loan, resell for profit, redistribute, encumber, publish or otherwise share the Software (or related materials based upon the Software or any part thereof) without the prior written consent of Lisano Enterprises, LLC. You must not use the Software other than as permitted by the License or in a manner inconsistent with its design and Documentation. If you are domiciled in the E.U., please refer to Section 16.
1.2 Notices. The Software must contain Lisano Enterprises, LLC’s copyright and other proprietary notices that appear on or in the Software.
1.3 Illegal Activity. You may not use the Software to engage in or allow others to engage in any illegal activity where the Software is accessed and/or used. You may not use the Software to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties.
1.4 Usage. The Software may only be used on a single computer. Any modification of the Software intended to circumvent the foregoing is prohibited and will result in revocation of the License.
1.5 Need for Content licenses. The License provides no rights with respect to any content that may be reproduced, encoded, distributed, transmitted, performed, or otherwise used in connection with the Software. You are responsible for ensuring that any content is properly used in accordance with applicable laws and the rights of any third party with respect to such content.
1.6 Backup Copy. You may make one (1) copy of the Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. You may only use the backup copy if the original copy of the Software is no longer usable and the only way to use the Software is to reinstall the Software by use of the backup copy. Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software, unless a Branding Free License is purchased.
1.7 Test Copy. You may make one (1) additional temporary test copy for the purpose of testing code, template and database modifications.
1.8 Modification of the Code. You may modify the Software source code; provided, however, you may not rent, sublicense, assign, lease, loan, resell for profit, distribute, publish or otherwise share the Software or related materials or derivative works based upon the Software or any part thereof without the prior written consent of Lisano Enterprises, LLC. If you are domiciled in the E.U., please refer to Section 16.
1.9 Pre-release Software Additional Terms. If the Software is pre-commercial release or beta software ("Pre-release Software"), then this section applies. The Pre-release Software is a pre-release version, does not represent a final product from Lisano Enterprises, LLC., and may contain bugs, errors, and other problems that could cause system or other failures and data loss and may only be used for testing purposes. Lisano Enterprises, LLC. may never commercially release the Pre-release Software. Lisano Enterprises, LLC. may alter features, licensing terms, or other characteristics of any version of the Pre-release Software that it releases. If you received the Pre-release Software pursuant to a separate written agreement, ("Test Agreement") for Pre-release Software, your use of the Software is also governed by the Test Agreement. If there is a conflict between this Agreement and the Test Agreement, the Test Agreement controls. You may not disclose, publish or disseminate any information regarding the Pre-release Software to anyone, including but not limited to any new features or faults to any Internet forums. YOUR USE OF PRE-RELEASE SOFTWARE IS AT YOUR OWN RISK. SEE SECTIONS 7 AND 8 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS THAT APPLY TO THE PRE-RELEASE SOFTWARE.
1.10 Subscription Period. The Software is provided on a subscription basis. During the subscription period, you will be entitled to use of the Software, free updates and technical support. After the subscription expires, you may continue to use the Software, however, you will not be entitled to any further updates or technical support, unless you renew your subscription. All terms of this Agreement will still be in effect after the subscription period has ended.
1.11 Updates. "Update(s)" will mean the release of a version of the Software containing improvements, corrections, modifications, alterations, revisions, extensions, language versions, and/or enhancements to the Software and/or Documentation made during the term of this Agreement. The change to an Update will be recognized by an increase in the version number. In order to install an Update, you must possess a valid license to the previous version of the Software and be within your subscription period. Once an Update is installed, this Agreement pertains to the Updated version of the Software. We recommend that you install all Updates that specifically contain bug fixes and security improvements.
2. INTELLECTUAL PROPERTY OWNERSHIP, RESERVATION OF RIGHTS
The Software and any authorized copies that you make are the intellectual property of and are owned by Lisano Enterprises, LLC. The structure, organization, arrangement and source code of the Software are the valuable trade secrets and confidential information of Lisano Enterprises, LLC. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Lisano Enterprises, LLC. DerbyWeb is a trademark of Lisano Enterprises, LLC.
3. REPRESENTATIONS
You represent and warrant that you have the legal capacity to enter into this Agreement, that you will use the Software only for lawful purposes and in accordance with this Agreement, and that you will not use the Software to violate any law, regulation or ordinance or any right of Lisano Enterprises, LLC or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent.
4. TERMINATION
Should you breach this Agreement, your right to use the Software will terminate immediately and without notice. The respective rights and obligations of Lisano Enterprises, LLC and you under the provisions of Sections 1.1 ("Limited Use"), 1.5 ("Need for Content Licenses"), 2 ("Intellectual Property Ownership, Reservation of Rights"), 4 ("Termination"), 7 ("Warranty"), 8 ("Limitation of Liability"), 9 ("Indemnification"), 11 ("Governing Law"), 12 ("General Provisions"), and 14 ("Electronic Notice Delivery Policy") shall survive expiration or termination of this Agreement and you agree to continue to be bound by those terms. Upon termination of the License, you must destroy all copies of the Software, including any Updates.
5. FEEDBACK
We may provide you with a mechanism to give us feedback, including for example feedback on usability, bug reports, test results, documentation, suggestions and ideas about the Software (together, the "Feedback"). You agree that we may use the Feedback you provide in any way, including in future modifications of the Software. You grant us a perpetual, worldwide, fully transferable, non-revocable, royalty-free right and license to make, use, modify, sell, license, create derivative works from, distribute and display any information you provide to us in the Feedback. You acknowledge that you have all rights necessary to provide the Feedback under this Agreement and acknowledge that we are in no way obligated to incorporate, use or otherwise acknowledge any Feedback that you have provided or compensate you.
6. NO REFUND
No refunds will be offered for the Software once it has been purchased, except as required by law or as otherwise stated herein. If you are domiciled in the E.U., please refer to Section 16.
7. LIMITED WARRANTY
THE SOFTWARE IS PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LISANO ENTERPRISES, LLC DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING THE SOFTWARE AND ANY RELATED MATERIALS, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. LISANO ENTERPRISES, LLC DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES IS SECURE, OR IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE THROUGH THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. SEE SECTION 16 FOR JURISDICTION-SPECIFIC STATEMENTS. LISANO ENTERPRISES, LLC DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. THIS SECTION 7 WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
8. LIMITATION OF LIABILITY
EXCEPT FOR THE EXCLUSIVE REMEDY OFFERED BY LISANO ENTERPRISES, LLC IN SECTION 7 ABOVE AND ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, LISANO ENTERPRISES, LLC, ITS AFFILIATES, RESELLERS, AND CERTIFICATE AUTHORITIES 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 LISANO ENTERPRISES, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, CLAIMS, OR COSTS. IN ANY EVENT, LISANO ENTERPRISES, LLC’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, RESELLERS AND CERTIFICATE AUTHORITIES UNDER OR IN CONNECTIOIN WITH THIS 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 BY LISANO ENTERPRISES, LLC OF THIS AGREEMENT. Lisano Enterprises, LLC is acting on behalf of its 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.
THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME JURISDICTIONS. YOU MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. SEE SECTION 16 FOR E.U.-SPECIFIC STATEMENTS. LISANO ENTERPRISES, LLC DOES NOT SEEK TO LIMIT YOUR WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. THIS SECTION 8 WILL SURVIVE THE TERMINATION OF THIS AGREEMENT.
9. INDEMNIFICATION
You agree to defend, indemnify and hold Lisano Enterprises, LLC. and our officers, directors, employees, agents or affiliates, harmless from and against any and all claims, losses, liability, costs and expenses (including but not limited to reasonable attorneys' fees) arising from your use of the Software or your users' use of the Software, laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of this Agreement.
10. EXPORT RULES
You acknowledge that the Software is subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively, the "Export Laws") and that you will comply with the Export Laws. You will not ship, transfer, export, or re-export the Software, directly or indirectly, to: (a) any countries that are subject to U.S. export restriction or the United Nations Security Council arms embargoes (currently including, but not necessarily limited to, Cuba, Iran, Iraq, North Korea, Sudan, Rwanda, Cote d'Ivoire (Ivory Coast), Democratic Republic of the Congo, Eritrea, Lebanon, Liberia, Libya, Somalia, and Syria) (each, an "Embargoed Country"), (b) any end user who you know or have reason to know will utilize them in the design, development or production or nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a "Prohibited Use"), or (c) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government (each, a "Sanctioned Party"). In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Software. You represent and warrant that (i) you are not a citizen or, or located within, and Embargoed Country, (ii) will not use the Software for a Prohibited Use, and (iii) are not a Sanctioned Party. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
11. GOVERNING LAW
The License and this Agreement are governed by and construed in accordance with the laws of the State of Colorado, United States of America. You hereby consent to the exclusive jurisdiction and venue in the state and federal courts of the County of Douglas, Colorado. The License will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty, or right arising under the License or this Agreement or by law with respect to the Software or Services must be commenced within one (1) year after the cause of action or lawsuit arises or accrues. Notwithstanding any provision in this Agreement, either Lisano Enterprises, LLC or you may request any judicial, administrative, or other authority to order any provisional or conservatory measure, including injunctive relief, specific performance, or other equitable relief, prior to the institution of legal proceedings, or during the proceedings, for the preservation of its rights and interests or to enforce specific terms that are suitable for provisional remedies. By agreeing to the terms of this Agreement, you are waiving claims that you might otherwise have against Lisano Enterprises, LLC. based on the laws of other jurisdictions.
12. GENERAL PROVISIONS
If for any reason a court of competent jurisdiction finds any provision, or portion of the License or this Agreement, to be unenforceable, the remainder of the License or this Agreement will continue in full force and effect. This Agreement may only be modified in writing, signed by an authorized officer of Lisano Enterprises, LLC and you. This is the entire agreement between Lisano Enterprises, LLC and you relating to the Software and the License and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software. You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations without the prior written consent of Lisano Enterprises, LLC. Lisano Enterprises, LLC may assign this Agreement to any entity at its sole discretion. The English version of this Agreement will be the version used when interpreting or construing this Agreement.
13. PRIVACY
Our Privacy Policy (http://grandprix-software-central.com/index.php/general/privacy/) are incorporated by reference and made a part of this Agreement and may change from time to time at Lisano Enterprises, LLC sole discretion.
14. ELECTRONIC NOTICE DELIVERY POLICY
Lisano Enterprises, LLC, when possible, transacts with users of its products electronically. When you provide Lisano Enterprises, LLC with your email address, you consent to receive electronically from Lisano Enterprises, LLC any privacy or other notices, agreements, disclosures, reports, documents, communications, or other records (together, "Notices"). You agree that Lisano Enterprises, LLC can send you electronic Notices to the email address that you provide. The delivery of any Notice from Lisano Enterprises, LLC is effective when sent, regardless of whether you read the Notice when received or whether you actually receive the delivery.
15. ELECTRONIC CONTRACTING
Your use of the Software includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO WITH LISANO ENTERPRISES, LLC, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.
16. SPECIFIC PROVISIONS AND EXCEPTIONS
This Section 16 sets forth specific provisions related to the Software and the License as well as limited exceptions to the above terms and conditions. This Section 16 only applies if you are domiciled in the E.U. To the extent that any provision in this Section 16 is in conflict with any other term or condition in this Agreement, this Section will supersede such other terms or conditions.
16.1 No Prejudice, E.U. Provisions.
16.1.1 No Transfer. YOU WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN, OR TRANSFER YOUR RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY’S COMPUTER.
16.1.2 This Agreement will not prejudice the statutory rights of any party, including those dealing as consumers.
16.1.3 This Agreement, and in particular, this Section 16.1.3, is intended to describe your rights (including your statutory rights) in the event there should be problems with your use of the Software. If your statutory rights are greater than this description, your statutory rights will apply. If you obtained the Software in the E.U., you usually reside in the E.U., and you are a consumer (that is you use the Software for personal, non-business related purposes), then Section 7 does not apply to your purchase and use of the Software. Instead, Lisano Enterprises, LLC warrants for a period of one (1) year from purchase that the Software provides the functionalities when used on the recommended hardware configuration. Non-substantial variation from the agreed upon functionalities will not establish any warranty rights. THIS WARRANTY DOES NOT APPLY IF THE SOFTWARE FAILS TO PERFORM BECAUSE IT HAS BEEN ALTERED BY YOU. To make a warranty claim, you must notify the Lisano Enterprises, LLC Customer Support Department at This email address is being protected from spambots. You need JavaScript enabled to view it. during this one (1) year period, providing details or proof of purchase of the Software. Lisano Enterprises, LLC will verify with you whether there is a defect in the Software or advise you that the error arises because you have not installed the Software correctly (in which case, Lisano Enterprises, LLC will assist you). If there is a defect in the Software, you may request from Lisano Enterprises, LLC either a refund or replacement copy of the Software. Requests must be accompanied by proof of purchase. In the event your warranty details are not substantiated, Lisano Enterprises, LLC will meet your request for replacement Software, unless it is not reasonable for Lisano Enterprises, LLC to do so, in which case Lisano Enterprises, LLC will provide you with a refund. For warranty assistance, please contact the Lisano Enterprises, LLC Customer Support Department.
The provisions of Section 8 (Limitation of Liability) will continue to apply to any damages claims you make in respect of your use of the Software. Lisano Enterprises, LLC may be liable if so determined by a court of competent jurisdiction for direct losses that are reasonably foreseeable in the event of a material breach by Lisano Enterprises, LLC of this Agreement. You are advised to take all reasonable measures to avoid, reduce or otherwise mitigate damages, in particular by making one (1) back-up copy of the Software and your computer data, and we strongly recommend installing Updates, as they can contain important security patches.
