SOFTWARE LICENSE AGREEMENT

These terms and conditions constitute a legal agreement between you and Acclaro. Please read this carefully before installing or using the Programs.

"We," "us," and "our" refers to Acclaro Inc., 1 Bridge Street, Suite 31, Irvington NY 10533 (“Acclaro”). "You" and "your" refers to the individual or entity that wishes to use the Programs from Acclaro. "Programs" refers to any plug-in, extension or other software provided by Acclaro and associated with this Agreement that you download, install, and/or use (on premise or as a web software as a service), or that is included in work product provided by Acclaro to you, any modifications, updates or error corrections thereof provided by Acclaro, and any user manuals, programming guides and other documentation provided to you by Acclaro under this Agreement. "License" refers to your right to use the Programs under the terms of this Agreement.

This Agreement is governed by New York State law, excluding its conflict of law provisions. You and Acclaro agree to submit to the exclusive jurisdiction of, and venue in, the courts of New York County in New York in any dispute arising out of or relating to this Agreement.

We are willing to license the Programs to you only upon the condition that you accept all of the terms contained in this Agreement.

LICENSE RIGHTS

If you are an Acclaro client, or acting on behalf of an Acclaro client purchasing Acclaro work product (“Your Acclaro Work Product”) for which the Programs are designed to enable integration with or management of Your Acclaro Work Product and/or provide additional functionality for Your Acclaro Work Product, the Programs are licensed to you under to the License set forth below.

We grant you, (unless terminated as provided in this Agreement) a nonexclusive, nontransferable, limited License to use the Programs internally with Your Acclaro Work Product, and not for any other purpose. One license grants the right to perform one installation of the Software on a live/production website. Development, staging and sandbox servers do not require an additional purchase of a license. Each additional installation of the Software on a live/production website requires an additional purchased license. Should you receive an unpaid pilot version of the Program, and you do not secure a paid version within 15 days of receiving the pilot version,  you must destroy or return any Information related to that pilot to the Company promptly and will indefinitely treat as confidential such Information, except to the extent that it becomes generally available to the public without any actions on our part or on the part of our agents.  

All rights not expressly granted above are hereby reserved.

Software may contain source code that, unless expressly licensed for other purposes (for example, licensed under an open source license), is provided solely for reference purposes pursuant to the terms of this Agreement.

Third-Party Technology

The Programs may contain or be distributed with certain third-party technology. Acclaro may provide certain notices related to such third-party technology in the Program’s documentation, or in readme or notice files provided with the Programs.

Third party technology will be licensed to you either under the terms of this Agreement, or, if specified in the Programs documentation, readme files or otherwise in writing, under separate license terms ("Separate Terms") and not under the terms of this Agreement ("Separately Licensed Third Party Technology"). Your right to use such Separately Licensed Third Party Technology under the Separate Terms are not restricted or modified in any way by this Agreement.

 Ownership and Restrictions

We retain all ownership and intellectual property rights in the Programs. Unless enforcement is prohibited by applicable law. You may alter, modify, or extend the Programs for your own use, but you may not resell, redistribute or transfer the modified or derivative version without prior written consent from Acclaro. Components from this software may not be extracted and used in other programs without prior written consent from Acclaro.

You may make a sufficient number of copies of the Programs for the licensed use and one copy of the Programs for backup purposes, if applicable.

You may not:

• use the Programs in connection with software other than the software provided as part of Your Acclaro Work Product;
• distribute the Programs;
• use the Programs for any purpose not expressly permitted and applicable to you under this License;
• remove or modify any Programs markings or any notice of our proprietary rights;
• make the Programs available in any manner to any third party;
• assign this Agreement or give or transfer the Programs or an interest in them to another individual or entity;
• disclose results of any benchmark test results related to the Programs without our prior consent .

Disclaimer of Warranty and Exclusive Remedies

The Programs are provided "AS IS" without warranty of any kind. we further disclaim all warranties, express and implied, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, noninfringement, uninterrupted or error-free operation.

Limitations on Liability

You assume all risk associated with the installation and use of the software. In no event shall we be liable for any indirect, incidental, special, punitive or consequential damages, or damages for loss of profits, revenue, data or data use, incurred by you or any third party, whether in an action in contract or tort, even if we have been advised of the possibility of such damages. Our entire liability for damages hereunder shall in no event exceed the lesser of (i) the fees received by us in consideration of providing your work product and (ii) five hundred dollars (u.s. $500).

Indemnity

You agree to indemnify and hold harmless Acclaro for any third-party claims, actions or suits, as well as any related expenses, liabilities, damages, settlements or fees arising from your use or misuse of the Programs, or a violation of any terms of this License.

No Technical Support

Unless Acclaro support for the Programs, if any, is expressly included in a separate, current support or other services agreement between you and Acclaro, we will not provide technical support, phone support, or updates to you for the Programs licensed under this Agreement.

Termination of Agreement and License

You may terminate this Agreement by destroying all copies of the Programs. We have the right to terminate your right to use the Programs if you fail to comply with any of the terms of this Agreement, in which case you shall destroy all copies of the Programs.

Relationship between the Parties

The relationship between you and us is that of licensee/licensor. The Programs are licensed, not sold.

Open Source Software

"Open Source" software - software available without charge for use, modification and distribution - is often licensed under terms that require the user to make the user's modifications to the Open Source software or any software that the user 'combines' with the Open Source software freely available in source code form. If you use Open Source software in conjunction with the Programs, you must ensure that your use does not: (i) create, or purport to create, obligations of us with respect to the Acclaro Programs; or (ii) grant, or purport to grant, to any third party any rights to or immunities under our intellectual property or proprietary rights in the Acclaro Programs. For example, you may not develop a software program using an Acclaro Program and an Open Source program where such use results in a program file(s) that contains code from both the Acclaro Programs and the Open Source program (including without limitation libraries) if the Open Source program is licensed under a license that requires any "modifications" be made freely available. You also may not combine the Acclaro Programs with programs licensed under the GNU General Public License ("GPL") in any manner that could cause, or could be interpreted or asserted to cause, the Acclaro Programs or any modifications thereto to become subject to the terms of the GPL.

Entire Agreement

You agree that this Agreement is the complete agreement for the Programs and licenses, and this Agreement supersedes all prior or contemporaneous agreements or representations. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective.

Should you have any questions concerning this License Agreement, or if you desire to contact Acclaro for any reason, please write: product@acclaro.com.

Software License for Program: Translation Plugin for Craft CMS