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THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is hereby entered into between eCatalogBuilders, Inc.
(eCB / we"), and Licensee ("you / your").
1. LICENSE
(A) Scope of Use. In consideration for your License Fee payment, you shall be granted one
non-exclusive, non-transferable license ("License") to use the eCB's Shopping Cart software
("CatalogIntegrator") on a single computer system (CPU) for the usage of one merchant.
Additional merchant licenses can be purchased separately.
(B) License Not Transferable. Neither this License, nor any rights hereunder, may be sold,
transferred, assigned, sublicensed, or distributed to any other person or entity, in whole or in part,
without eCB's prior express written consent, and any attempt to the contrary shall be void and of no legal
effect.
(C) Term, Termination. This License shall continue for as long as you use the CatalogIntegrator
Software ("Term"). However, this License will terminate if you fail to comply with any of its terms or
conditions. You agree, upon termination, to destroy or return all copies of the CatalogIntegrator Software.
The Limitations of Remedies & Liabilities, and the Warranty as set out below shall continue in force
even after termination of this License.
2. SERVICES. The eCB services below are available under separate agreements and/or sales contracts.
(A) Installation. This Agreement does not provide for CatalogIntegrator Software installation.
(B) Support. This Agreement does not provide for CatalogIntegrator Software support.
(C) Training. This Agreement does not provide for CatalogIntegrator Software training.
(D) Maintenance. This Agreement does not provide for CatalogIntegrator Software maintenance.
3. RESPONSIBILITIES. Report any defects if found in the software to eCB.
4. LIMITED WARRANTY. eCB warrants that the storage media of the CatalogIntegrator Software will be free
from defects in materials and workmanship for 90 days from the date you acquire it. If such a defect occurs,
return the CatalogIntegrator Software to eCB and it will be replaced at no charge. Additionally, eCB warrants
that the CatalogIntegrator Software, if configured correctly, will substantially achieve the functionality
described in the web site (www.CatalogIntegrator.com) at the time of purchase. This warranty does not include
or imply the setup of product pages for your eCatalog nor setup of the shopping cart.
5. CONFIDENTIAL INFORMATION NON-COMPETITION.
(A) Acknowledgment of Confidentiality. You hereby acknowledge that the CatalogIntegrator
Software (including documentation, source code, translations, compilations, partial copies, and
derivative works) contains proprietary and confidential information belonging elusively to eCB
("Confidential Information").
(B) Covenant Not to Disclose. With respect to the Confidential Information, you hereby agree that
during the Term and at all times thereafter, you shall not misappropriate such Confidential Information or
disclose it to any person or entity, and you shall use at least the same degree of care in safeguarding the
Confidential Information as you use in safeguarding your own confidential information. You shall not alter,
modify, disassemble, decompile, reverse engineer, or otherwise manipulate or copy the CatalogIntegrator
Software or any portion of the CatalogIntegrator software for usage in any other shopping cart system. You
may not alter or remove from any CatalogIntegrator Software or associated documentation, any proprietary,
copyright, trademark, or trade secret legends.
Although CatalogIntegrator Cart shares certain source code with the CatalogIntegrator Lite Cart, that fact does not weaken or modify any of the provisions of this agreement.
(C) Injunctive Relief. You acknowledge that violation of the provisions of this Section would cause
eCB irreparable harm that may not be adequately compensable by monetary damages. In addition to other relief,
it is agreed that injunctive relief shall be available to prevent any actual or threatened violation of these
provisions.
6. LIMITATIONS OF REMEDIES & LIABILITIES.
(A) Remedies. Except for certain injunctive relief authorized under Section 6 hereof, your sole and
exclusive remedy for eCB's default hereunder shall be to request the repair, replacement, or correction
of the CatalogIntegrator Software to the extent covered by the Warranty.
(B) Liabilities. EXCEPT FOR DAMAGES ARISING FROM BODILY INJURY CAUSED SOLELY BY THE NEGLIGENCE OF
eCB, eCB SHALL NOT BE LIABLE FOR ANY AMOUNT WHICH EXCEEDS THE LICENSE FEES ACTUALLY PAID BY YOU. IN NO
EVENT SHALL eCB BE LIABLE, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), FOR ANY INDIRECT, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT OR BUSINESS INTERRUPTION EVEN IF eCB IS NOTIFIED IN ADVANCE
OF SUCH POSSIBILITY) ARISING OUT OF OR PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT.
7. GENERAL. This Agreement is the entire agreement and supersedes any other agreement or
discussions, oral or written, and may not be changed without an agreement in writing. This Agreement shall
be governed and constructed in accordance with the laws of the State of California. If any provision of
this Agreement is declared in Court of competent jurisdiction to be invalid, illegal, or unenforceable, such
provision shall be considered removed from this Agreement and the remaining provisions shall remain in
effect.
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