SOFTWARE DISTRIBUTION AGREEMENT
IMPORTANT - PLEASE READ THESE TERMS CAREFULLY BEFORE APPLYING FOR, ACCEPTING, OR USING COMODO IceDragon. BY USING, APPLYING FOR, OR ACCEPTING THE SERVICES OR BY DISTRIBUTING THIS SOFTWARE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT APPLY FOR, ACCEPT, OR USE COMODO IceDragon.
1. LICENSE RIGHTS; TERMS AND CONDITIONS
1.1. License. Subject to the terms and conditions herein, Comodo grants Distributor a royalty-free, non-transferable, non-exclusive, and world-wide right license to make copies of and distribute Comodo IceDragon ("Software") via Distributor's normal distribution avenues, including web site, magazine, book, DVD, or CD. This license is free of charge to Distributor.
1.2. No Right to Create Derivative Works. Distributor may not create derivative works or make modifications to the Software except to bundle the Software with Distributor's other products or services.
1.3. Trademarks. Distributor is granted a limited license to Comodo's trademarks to distribute Software. Use of Comodo's trademarks shall inure to the sole benefit of Comodo. Distributor may not alter or add to any of Comodo's trademarks or incorporate Comodo's trademarks into Distributor's own trademarks, product names, service marks, company names, slogans, domain names or use the Comodo trademark to market other software or services that could cause customer confusion or dilute Comodo's trademarks.
1.4. Ownership. No ownership rights are granted herein. Comodo shall retain all rights, title, and interest in the Software and all associated intellectual property.
1.5. Access. Distributor may not use the Software to develop or manufacture goods or services which compete with Software. This Agreement does not preclude Distributor from independently developing similar technologies or products without reference to the Software.
1.6. Updates. Comodo is under no obligation to provide any updates to the Software or to make available any updates created. If updates are made available then Distributor shall have the same licenses, rights, and obligations to the Updates as with the original Software.
1.7. Support. Comodo is under no obligation to provide support or technical help services for the Software. All Software distributed by Distributor is provided on an "as is" basis.
1.8. Compliance with Laws. Distributor shall be exclusively responsible for compliance with all laws pertaining to its distribution of the Software.
2. TERM AND TERMINATION
2.1. Term. This Agreement will become effective upon the Effective Date, and will remain in force for a period of three (3) years (the "Term"), unless otherwise terminated as provided herein. Upon Expiration of the Term or a Renewal Term (as defined herein) of this Agreement, this Agreement shall automatically renew for an additional one-year term (a "Renewal Term").
2.2. Termination. Either party may prematurely terminate this Agreement at any time and for any reason by providing at least sixty (60) days written notice. Either party may terminate this Agreement immediately if the other commits a material breach of this Agreement.
2.3. Effect of Termination.
(a) Licenses Terminated. The licenses and rights granted herein will terminate immediately. Distributor shall discontinue distribution of Software.
(b) Return or Destruction of Information. Distributor shall return all Software in its possession to Comodo or destroy all Software in Distributor's possession. Distributor shall immediately cease all use of Comodo trademarks and immediately discontinue all representations or statements from which it might be inferred that any relationship exists between Distributor and Comodo.
(c) Continued Use by End-User. Software distributed to end-users prior to the effective date of termination shall continue in accordance with their terms and conditions of the applicable subscriber agreement.
3.1. TO THE MAXIMUM EXTENT ALLOWED BY LAW, ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE BY LAW.
4. LIMITATION ON LIABILITY
4.1. COMODO DISCLAIMS ALL LIABILITY FOR ITS SOFTWARE. IN NO EVENT SHALL COMODO OR ITS AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF COMODO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, COMODO'S LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW IN SUCH STATE. UNDER NO CIRCUMSTANCES WILL COMODO BE LIABLE ANY LOSS SUFFERED DUE TO USE OF SOFTWARE BY DISTRIBUTOR OR A THIRD PARTY.
5.1. Relationship of Parties. Distributor and Comodo are acting as independent contractors and not as an employee or agent of the other. Comodo and Distributor are not joint venturers, partners, principals, servants, employees, or fiduciaries of each other and shall not have the power to bind or obligate the other in any manner. Each party is responsible for its own expenses and employees/agents.
5.2. Notices. All notices shall be in writing and in English and may be made by first class mail, return receipt requested. Notices sent to Comodo shall be sent to Comodo Security Solutions, Inc., 525 Washington Blvd, Suite 1400, Jersey City, New Jersey 07310. All notices to Distributor shall be made by posting such notice on Comodo's web site.
5.3. Entire Agreement. This Agreement contains the entire and exclusive agreement and understanding between the parties on the subject matter. No representation, undertaking or promise shall be taken to have been given or implied from anything said or written in negotiations between the parties prior to this Agreement except as may be expressly stated in this Agreement. There are no oral understandings or undertakings of any kind. No agent of either party shall have any authority to change or modify any of the terms of this Agreement and no amendment or waiver of this Agreement shall be of any effect unless in writing and signed by a duly authorized officer of each party. The failure by any party to enforce any of the terms or conditions of this Agreement shall not constitute a waiver of that party's rights hereunder to enforce each and every term and condition of this Agreement.
5.4. Force Majeure and Internet Frailties. Any delays in or failure shall be excused to the extent that such delay or failure is caused by occurrences beyond such party's reasonable control, including acts of God, storms, hurricane, earthquakes, riots, war (whether declared or not), sabotage, interruption or failure of telecommunication or digital transmission links, Internet slow-downs or failures, and any other cause or causes, whether similar or dissimilar to those herein specified, that cannot reasonably be foreseen or controlled by such party. Each party acknowledges that the Internet consists of a series of networks that are subject to failures and errors in operation and transmission. In no event shall either party be liable for or as a result of any such failures, errors, access, modifications, diversions or disclosures.
5.5. Governing Law and Venue. This Agreement shall be interpreted and construed under the laws of the state of New Jersey without regard to its conflicts of law principles. Any claims or legal actions by one party against the other arising under this Agreement shall be commenced in the federal or state courts of New Jersey and both parties hereby submit to the jurisdiction and venue of any such court. If legal action is brought to enforce this Agreement or any rights arising under this Agreement, the prevailing party in such litigation will be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.
5.6. Assignment. Distributor may not shall assign its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise, without the prior written consent of the other party, and any attempt to do so shall be deemed null and void and a material breach of this Agreement.
5.7. Severability. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable statute or rule of law, such provision shall be reformed to the minimum extent necessary to cause such provision to be valid and enforceable, provided the reformed provision shall not have a material adverse effect on the substantive rights of either party. If no such reformation is possible, then such provision shall be deemed omitted, and the balance of the Agreement shall remain valid and enforceable, unaffected by such provision.
5.8. Survival. All provisions of this Agreement relating to proprietary rights and limitations of liability shall survive the termination of this Agreement.
BY DISTRIBUTING THIS SOFTWARE PROGRAM, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU WILL BE BOUND BY AND COMPLY WITH IT.