DySE::AqAM Script : License Agreement

	DySE::AqAM Script : License Agreement
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License Agreement regarding the use of DySE::AqAM

NOTE TO USER: THIS IS A CONTRACT.

Read the License Agreement below carefully before installing the Software (defined below). By installing the Software, you accept the terms of the License Agreement.

If you do not agree with the terms and conditions of this License Agreement, do not install the Software.

License Agreement

updated: 2006-Jun-24

This License Agreement (sometimes referred to below as "Agreement") constitutes an agreement between Cusimano.Com Corporation (sometimes referred to as "CusCom" or "We") and the person or legal entity who has legally acquired a License (as defined and provided below) from Cusimano.Com Corporation to use the Software (as defined below) (referred to as "You" or "you" or "Licensee").

In this Agreement the following terms have the following meanings:

(a) "Affiliate ID" means the affiliate identification code assisgned to You so that Merchant can identify You.

(b) "Affiliate ID Display Time" means the time period in seconds during a specified minute period where the Links or Unmasked Destination URLs, as the case may be, generated by the Software contain the Affiliate ID.

(c) "Display Ratio" means the ratio calculated using the following formula: (A) Affiliate ID Display Time; divided by: (B) the Time Shared ID Display Time. For greater certainty, the specified minute used for determining each of the Affiliate ID Display Time and the Time Shared ID Display Time shall be the same one minute period.

(d) "Key Request Page" means www.c3scripts.com/aqam/key

(e) "Link" means the website URL link generated by the Software such that if such website URL link is clicked by the end user the click will be tracked by the Merchant as being associated with either the Affiliate ID or the Time Shared ID as the case may be.

(f) "Masked Link" means the website URL link generated by the Software such that if such website URL link is clicked by the end user the Software will redirect the end user to a URL equivalent to a corresponding Link.

(f) "Merchant" shall mean AquinasAndMore.com and the operators of such website.

(g) "Software" means the computer application from CusCom known as DySE::AqAM which includes the version of the program from CusCom known as make.pl that is designated by CusCom to work with the datafeed provided by the Merchant. Without limiting the generality of the foregoing, the term "Software" shall also include any demonstration versions, replacements, modified versions, patches, plug-ins, templates, additions, secondary software, "viewer" software from CusCom designed to work with the Software (view.pl), and copies of the Software licensed to you by CusCom, and shall also include any Software Key (as defined below) issued to You by CusCom to operate and/or unlock the Software.

(h) "Time Shared ID" shall mean an affiliate identification code assisgned to CusCom or another entity designated by CusCom from time to time to be displayed in the Link.

(i) "Time Shared ID Display Time" means the the time period in seconds during a specified minute period where the Links or Unmasked Destination URL, as the case may be, generated by the Software contain the Time Shared ID.

(j) "Time Sharing Ratio" shall be the ratio equal to 45 seconds divided by 60 seconds.

If and only if you agree to the terms and conditions in this Agreement, CusCom grants to you a non-exclusive, limited use revocable "single-user" license (the "License") to use the Software and the related documentation (the "Documentation") according to the terms and conditions set forth in this Agreement.

1. Use of the Software:

(a) Subject to section 1(b) herein, you as the Licensee of the Software may:

use the Software on any website that you own for the sole purpose of generating affiliate sales for yourself as part of the Merchant's affilate program operated through the Merchant's own in-house affiliate program;

may make one backup copy of the Software, provided your copy is for backup purposes only, that you copy all proprietary notices and licenses contained therein, and such copy is used only if the original copy is defective.

(b) You as the Licensee of the Software may NOT:

use or permit the use of the Software or the output generated by the Software, or any part thereof, in or in association with any website that you do not own;

use or permit the use of the Software or the output generated by the Software, or any part thereof, in or in association with any website that is not registered as an affiliate in good standing with the Merchant's own in-house affiliate program;

use the Software for any purpose other than promoting the products/services of the Merchant using the Links;

directly or indirectly remove, alter, subsitute, or interfere with any Link generated by the Software, including without limitation, Time Shared ID that may be included in a Link generated by the Software;

directly or indirectly alter or otherwise interfere with the Software or the output generated by the Software such that the Display Ratio is no longer equal to the Time Sharing Ratio;

use or permit the use of the Software or the output generated by the Software, or any part thereof, in or in association with fraudulent, pornographic, defamatory, immoral, infringing or illegal material;

use or copy the Software, or any part thereof, and/or Documentation except as permitted by the terms of the License Agreement;

use or permit the use of the Software, or any part thereof, as a trademark or service mark, or claim any proprietary rights of any sort in the Software or the output generated by the Software, or any part thereof;

sell, sublicense, distribute or otherwise grant rights or make available for use by others all or a portion of the Software or the output generated by the Software;

make some or all of the Software file(s) available on your web page as a separate or downloadable reusable file.

(c) The display of Links and any commissions resulting from sales generated from such Links shall be handled in the following manner:

it is intended that at certain times each Link will contain only the Affiliate ID and at other times each Link will contain only the Time Shared ID;

the determination of whether a Link at any given time contains the Affiliate ID or the Time Shared ID will be made at the time the webpage containing the Link is generated by the Software and not at the time that the end user clicks on the particular Link.

Links generated by the Software during the Affiliate ID Display Time will contain the Affiliate ID and not the Time Shared ID;

Links generated by the Software during the Time Shared ID Display Time will contain the Time Shared ID and will not contain the Affiliate ID.

subject to the terms and conditions between You and the Merchant, sales will be tracked to You or to CusCom, respectively, depending upon whether the Link contains the Affiliate ID or the Time Shared ID, respectively. For greater certainty, You will not receive any commission or other compensation from any sales generated from Links containing the Time Shared ID.

it is intended that the Display Ratio shall be on average equal to the Time Sharing Ratio. Notwithstanding the foregoing intention, You acknowledge and agree that certain factors beyond the control of CusCom or the Software may result in the Display Ratio not always being equal to the Time Sharing Ratio from time to time including without limitation: (i) the use of a cache by the end user's internet service provider or the use of a cache server or proxy server, and (ii) the cache settings on the end user's internet browser such as the settings for temporary internet files or similar settings.

(d) The display of Masked Links and any commissions resulting from sales generated from such Masked Links shall be handled in the following manner:

if the Software has enabled the link cloaking feature, the website URL links generated by the software will be Masked Links and not Links.

upon the end user clicking on a Masked Link, the Masked Link will cause the Software to redirect the end user's browser to a website URL equivalent to the website URL contained in a corresponding Link that the Software would have generated if the link cloaking feature was not enabled (the "Unmasked Destination URL").

it is intended that at certain times each Unmasked Destination URL will contain only the Affiliate ID and at other times each Unmasked Destination URL will contain only the Time Shared ID;

the determination of whether an Unmasked Destination URL at any given time contains the Affiliate ID or the Time Shared ID will be made at the time the Unmasked Destination URL is generated by the Software.

an Unmasked Destination URL generated by the Software during the Affiliate ID Display Time will contain the Affiliate ID and not the Time Shared ID;

an Unmasked Destination URL generated by the Software during the Time Shared ID Display Time will contain the Time Shared ID and will not contain the Affiliate ID.

subject to the terms and conditions between You and the Merchant, sales will be tracked to You or to CusCom, respectively, depending upon whether the Unmasked Destination URL contains the Affiliate ID or the Time Shared ID, respectively. For greater certainty, You will not receive any commission or other compensation from any sales generated from Unmasked Destination URLs containing the Time Shared ID.

it is intended that the Display Ratio shall be on average equal to the Time Sharing Ratio. Notwithstanding the foregoing intention, You acknowledge and agree that certain factors beyond the control of CusCom or the Software may result in the Display Ratio not always being equal to the Time Sharing Ratio from time to time including without limitation: (i) the use of a cache by the end user's internet service provider or the use of a cache server or proxy server, and (ii) the cache settings on the end user's internet browser such as the settings for temporary internet files or similar settings.

2. Representations and Acknowledgments

(a) The Licensee represents:

that it is an affiliate in good standing with the Merchant's own in-house affiliate program;

that it shall use the Software only with a valid software key obtained from CusCom (the "Software Key").

(b) The Licensee acknowledges that:

CusCom is not connected or associated with the Merchant in anyway with respect to the Software except as provided herein;

CusCom is not responsible for the contents of any datafeed provided by the Merchant for use with the Software, and any issues regarding copyright, trademark, or product information (including without limitation product descriptions, specifications, images, or prices) shall be a matter between You and the Merchant;

payment of any commission earned by the Licensee from affiliate sales generated by the Licensee shall be a matter between the Licensee and the Merchant, and for greater certainty, CusCom is not responsible for payment of any commissions that Licensee may have earned;

the Merchant, without notice, may alter the format of the Merchant's website or the datafeed provided by the Merchant and such alteration(s) may render the Software inoperable or unable to perform its function;

affiliate marketing on the Internet is a competitive undertaking and involves many other affiliates competing for the same business and/or offering the same products for sale, and also involves other factors that are constantly changing and/or are difficult to determine;

use of the Software does not guarantee that any affiliate sales will be generated for the Licensee;

the Licensee shall be responsible for all costs and expenses incurred by You during the use of this Software that may be charged by the Licensee's internet service provider or other third parties, including but not limited to costs and expenses related to data traffic, hosting, maintenance, operations, domain name, advertising, and web design;

CusCom is registered as an affiliate of the Merchant;

CusCom is not required to provide any support for the Software, however, CusCom may in its sole discretion offer assistance via email or through a discussion board designated by CusCom from time to tme.

3. Restrictions on Use and Termination

(a) In order to use the Software, You must be registered as an affiliate in good standing with the Merchant's in-house affiliate program, and You must have obtained a valid Software Key from CusCom using the affiliate identification number assigned exclusively to You by the Merchant. In order to request a Software Key You must complete the appropriate application form at the Key Request Page. CusCom will review the application submitted by You and upon acceptance by CusCom, CusCom will issue you a time-limited Software Key. For greater certainty, CusCom in its sole discretion may reject your application for a Software Key. You acknowedge that the Software Key is valid only for a limited time period as determined by CusCom from time to time, that the Software Key requires periodic renewal as specified by CusCom from time to time, and that the Software may not operate properly without a valid unexpired Software Key.

(b) You may not alter, merge, modify, adapt, de-compile or reverse engineer the Software in any way; remove, obscure or alter any of CusCom's copyright or other proprietary rights notices. You may not circumvent or otherwise defeat the Software Key used to operate the Software. You may not loan, rent, lease or license this Software or any copy. You may transfer the Software to another party provided: (i) you transfer the Software and all documentation and media, (ii) you do not retain any copies, (iii) you notify CusCom by e-mail that you have done so, (iv) the other party is a classified as affiliate in good standing with the Merchant's in-house affiliate program, (v) the other party agrees to accept the terms and conditions of this agreement, and (vi) the other party completes the requirements in section 3(a) above.

(c) The License granted to you by this Agreement is effective until terminated. You may terminate the License at any time by destroying all copies of the Software and Documentation. CusCom may terminate your License: (i) immediately if you violate any part of this Agreement, (ii) immediately if you violate any part of any other agreement between you and CusCom; (iii) upon giving you 10-days notice sent by email to the email address that CusCom has on record of You, or (v) as otherwise provided in this Agreement. This License shall automatically terminate: (i) if you are not or are no longer an affiliate of the Merchant, or (ii) in the event that the Software Key expires and has not been renewed by CusCom. In the event of termination of the License or this Agreement, you must immediately remove and destroy all copies of the Software and the Documentation in your possession and/or control and you must immediately remove all web pages and code generated by the Software from your website and any server that you are using.

4. Limitation of Warranties & Liability

(a) The Software is provided "as-is". CusCom makes no warranty or representation, promise or guarantee, express or implied with respect to this Software or Documentation including non-infringement of third party rights, quality, performance, merchantability or fitness for a particular purpose. Without limiting the generality of the foregoing, CusCom does not and cannot warrant the performance or results that you may obtain by using the Software or Documentation.

(b) You assume the entire risk as to the quality and performance of the Software. In developing this Software, CusCom has attempted to ensure that the Software performs its function when it is used in accordance with the instructions provided in the Documentation. Nonetheless, errors can occur and/or the Merchant may alter its website and/or servers so as to render the Software unable to perform its function. In the event that the Software is not able to perform its function for whatever reason, CusCom may immediately terminate this License without any further obligation to you upon giving you notice sent by email to the email address that CusCom has on record of You. CusCom does not warrant that the Software is free from bugs, errors or other application limitations.

(c) In no event shall CusCom be liable for any indirect, special, incidental, economic, or consequential damages arising out of the use of or inability to use the Software or Documentation, even if advised of the possibility of such damages. In the event any liability is imposed on CusCom, the liability of CusCom to you or any third party shall not exceed the purchase price, if any, that You paid for the Software and Documentation.

(d) THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 4 SHALL (I) APPLY IRRESPECTIVE OF THE CAUSE OF ACTION INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF A FUNDAMENTAL CONDITION OR TERM, FUNDAMENTAL BREACH, OR ANY OTHER LEGAL THEORY; AND (II) SURVIVE A FUNDAMENTAL BREACH.

(e) Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, and in such a case, those particular limitations may not apply to you.

5. Notice of Copyright, and Trademarks

All trademarks and registered trademarks are the property of their respective owners. The Software is owned by CusCom, and its structure, organization and code are the valuable trade secrets of CusCom. The Software is also protected by Canadian Copyright law and International Treaty Provisions. All rights are reserved by CusCom. Copying, duplicating, selling or otherwise distributing any part of the Software without the prior written consent of CusCom is prohibited.

6. Governing Law and General Provisions

This Agreement will be governed by the provincial laws of the Province of Ontario and the federal laws of Canada excluding the application of its conflicts of law rules. This 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. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by Canada or any other export laws, restrictions or regulations. This Agreement constitutes the entire agreement between you and CusCom. There are no warranties, representations or other agreements between you and Cusimano.Com Corporation in connection with the subject matter of this Agreement, except as indicated herein. No representation or warranty not set forth herein has been made or relied upon by you as an inducement to the entering into this Agreement. The headings used in this Agreement are for convenience only and shall not affect the interpretation. The rights and remedies conferred upon CusCom under this Agreement shall not be deemed exclusive but shall be cumulative and in addition to all other rights and remedies of CusCom existing at law or in equity. If any provision in this Agreement is determined to be void, invalid, or unenforceable, in whole or in part, by a Court of competent jurisdiction for any reason, it shall not be deemed to affect or impair the validity or enforceability of any other provision of this Agreement and such unenforceable provision or part thereof as the case may be shall be treated as severable from this agreement.

7. Amendments

CusCom reserves the right to change any of the terms and conditions of this Agreement at any time by sending to You a notice by email to the email address that You have provided to CusCom. You are responsible for complying with any changes to the Agreement within 10 calendar days from the date the the e-mail notice is sent to You. If You do not agree with any changes, then your only recourse is to terminate the License in accordance with section 3(c) herein.

http://www.c3scripts.com/aqam/