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Terms and License Agreement

Below is a combination of terms and license agreement required by Pinnacle Cart (third party source provider) and AllMerchants for the AllMerchants Shopping Cart software.

TERMS

"Company or Licensor" referes to Pinnacle Cart.

"Product" refers to the AllMerchants modified version of the Pinnacle Cart Shopping Cart product.

"End User" refers to customer to whom the Product has been licensed to.

Upon purchase of Product, AllMerchants shall obtain any registration codes necessary to unlock Product for use by End User. End User agrees to use each registration code for exactly one copy of Product sold to End User, or as otherwise instructed by AllMerchants. Registration codes are not to be re-used, or used for multiple End Users, or for multiple installations for the same End User, or in any way that violates Product's License Agreement, unless otherwise authorized by Pinnacle Cart.

End User shall be bound by the terms of the License Agreement accompanying this Product.

End User agrees not to, directly or indirectly, sub license, publish, distribute, disclose, disseminate, reverse engineer, decompile, copy, or reproduce the product except as provided for in this Agreement.

End User agrees that all of AllMerchants' rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain with AllMerchants.

End User agrees that all of Pinnacle Cart's rights, including but not limited to, intellectual property rights, trademarks, and copyrights, shall fully remain with Pinnacle Cart.

AllMerchants and Pinnacle Cart MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY WAY OF EXAMPLE BUT NOT OF LIMITATION, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. PINNACLE CART SOFTWARE SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY RESELLER OR THIRD PARTY ON ACCOUNT OF OR ARISING FROM THE USE OF THE PRODUCT.

End User shall not assign, transfer, and/or otherwise sell their rights in this Agreement without first obtaining in writing the express permission of Pinnacle Cart.


LICENSE AGREEMENT

BY DOWNLOADING, INSTALLING AND/OR USING THIS SOFTWARE, LICENSEE AGREES TO THE FOLLOWING LICENSE:

LICENSOR'S PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). LICENSOR DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED PROGRAM TO LICENSEE.

LICENSE GRANT

Licensor hereby grants to Licensee, and Licensee accepts, a nonexclusive license to use the downloaded Product, in object code form only (collectively referred to as the "Software" and "Program"), and any accompanying User Documentation, only as authorized in this License Agreement. The Software may be
used on any one website owned by Licensee, or if Licensee is a company or corporation, any one website owned by Licensee company or corporation. Licensee agrees that Licensee will not assign, sublicense, transfer, pledge, lease, rent, or share Licensee's rights under this License Agreement. Licensee agrees that Licensee may not reverse assemble, reverse compile, or otherwise translate the Software.

Upon loading the Software into Licensee's computer, Licensee may make a copy of the Software for backup purposes. Any such copies of the Software or the Owners Manual shall include Licensor's copyright and other proprietary notices. Except as authorized under this paragraph, no copies of the Program or
any portions thereof may be made by Licensee or any person under Licensee's authority or control.

LIMITED WARRANTY

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSEE DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR
DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.

LIMITATION OF LIABILITY

Licensee's cumulative liability to Licensee or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the license fee paid to Licensee for the use of the Program. In no event shall Licensee be liable for any indirect, incidental, consequential, special, or exemplary damages or lost profits, even if Licensee has been advised of the possibility of such damages.

PROPRIETARY PROTECTION

Licensor shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Program and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to Licensee herein by Licensor. This Agreement does not provide Licensee with title or ownership of the Licensed Program, but only a right of limited use. Licensee must keep the Licensed Program free and clear of all claims, liens, and encumbrances.

RESTRICTIONS

Licensee may not use, copy, modify, or distribute the Licensed Program (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Licensor. Licensee may not reverse assemble, reverse compile, or otherwise translate the Licensed Program. Licensee rights may not be transferred, leased, assigned, or sublicensed except for a transfer of the Licensed Program in its entirety to (1) a successor in interest of Licensee's entire business who assumes the obligations of this Agreement or (2) any other party who is reasonably acceptable to Licensor, enters into a substitute version of this Agreement, and pays an administrative fee intended to cover attendant costs. No service bureau work, multiple-user license, or time-sharing arrangement is permitted, except as expressly authorized by Licensor. If Licensee uses, copies, or modifies the Licensed Program or if Licensee transfers possession of any copy, adaptation, transcription, or merged portion of the Licensed
Program to any other party in any way not expressly authorized by Licensor, Licensee license is automatically terminated.

LICENSOR'S RIGHT OF ENTRY

Licensee hereby authorizes Licensor to access Licensee's web server in order to inspect the Licensed Program in any reasonable manner during regular business hours to verify Licensee's compliance with the terms hereof.

INJUNCTIVE RELIEF

Licensee acknowledges that, in the event of Licensee breach of any of the foregoing provisions, Licensor will not have an adequate remedy in money or damages. Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies.

SERVICE AGREEMENT

Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect this Software Service Agreement. Pinnacle Cart Software is a service and is not sold on a licensed basis. This Agreement does not transfer any right, title or interest in the Pinnacle Cart Software to Client except as specifically set forth herein.

COPYRIGHT

All title and copyrights in and to the Pinnacle Cart Software (including but not limited to any scripts, images, photographs, and copy into the Pinnacle Cart Software), the accompanying printed materials, are owned by Desert Dog Software, LLC, and copyright laws and international treaty provisions protect Pinnacle Cart Software. Therefore, Client must treat the Pinnacle Cart Software like any other copyrighted material.

All title and copyrights in and to the modifications made by AllMerchants to Pinnacle Cart Software (including but not limited to any scripts, images, photographs, and copy into the Pinnacle Cart Software), the accompanying printed materials, are owned by AllMerchants, LLC, and copyright laws and international treaty provisions protect the modified version of Pinnacle Cart Software. Therefore, Client must treat the modified version of Pinnacle Cart Software like any other copyrighted material.

INDEMNIFICATION

Client agrees to indemnify, defend, and hold Company and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, cost, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with, this Software Service Agreement. Company agrees to indemnify, defend, and hold the Client and its successors, officers, directors, agents and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including attorneys' fees) arising out of any breach of this Agreement by the Company.

LIMITATION REMEDY

Company, its Affiliates, and Service Providers entire liability and Client's exclusive remedy shall be, at Company's option from time to time exercised subject to applicable law, return of the price paid for the Service. Client will receive the remedy elected by Company without charge, except that Client is responsible for any service expenses Client may incur in returning monies.

TRADEMARKS

Company may use Client's trademarks, service marks, trade names, logos, or other commercial or product designations (collectively, "Marks") for promotional purposes only with prior written consent of the other Party. Client may use Company's trademarks, service marks, trade names, logos, or other commercial or
product designations (collectively, "Marks") for promotional purposes only with prior written consent of the other Party. Notwithstanding the foregoing, Client grants to Company a non-exclusive, nontransferable, royalty-free, worldwide license to use Client's Marks (a) for the purposes of marketing, promotion, and content directories or indexes and (b) in electronic or printed advertising, publicity, press releases, newsletters and mailings about the Client and the Client/Company relationship.

DISCLAIMER OF WARRANTIES

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, COMPANY PROVIDES THAT ALL SERVICES PERFORMED HEREUNDER ARE "AS IS". THE COMPANY HEREBY EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, REGARDING COMPANY'S SOFTWARE SERVICE OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, TRADE PRACTICE, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS (A) ANY WARRANTY REGARDING: THE NUMBER OF PERSONS WHO WILL ACCESS THE CONTENT; (B) THAT THE SERVICES WILL MEET THE CLIENT'S NEEDS OR EXPECATIONS, (C) THAT ALL NON-CONFORMITIES CAN OR WILL BE CORRECTED; OR (D) THE OPERATION OR APPEARANCE OF THE SOFTWARE. COMPANY DOES NOT GUARANTEE OR WARRANT THAT ACCESS TO OR USE OF THE DATABASE SHALL BE CONTINUOUS, UNINTERRUPTED, SECURE BEYOND COMPANY'S FIREWALL OR ERROR-FREE. IN THE EVENT OF INTERRUPTION OF THE SERVICE, COMPANY'S SOLE OBLIGATION SHALL BE TO RESTORE SERVICE AS SOON AS REASONABLY POSSIBLE.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANY DAMAGES THAT CLIENT MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF COMPANY AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND CLIENT'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING (EXCEPT FOR ANY REMEDY OF REPAIR ELECTED BY COMPANY WITH RESPECT TO ANY BREACH OF THE LIMITED WARRANTY) SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY CLIENT FOR THE SERVICE OR U.S. $5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS (INCLUDING SECTIONS ABOVE) SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

ASSIGNMENT

The Company shall have the right to transfer and assign this LICENSE Agreement, in whole or in part, to any person or entity who acquires all or substantially all of the business or assets of the Company or that portion of the business or assets to which this LICENSE Agreement relates.