IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE UNDER THIS AGREEMENT. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “you”), AND Tmotions Global Limited. (“Tmotions” or “Licensor”) AND CONCERNS THEMES, TEMPLATES MODULES, PLUGINS, EXTENSIONS OR ANY OTHER SOFTWARE ("The Software") MADE AVAILABLE BY Tmotions THROUGH THIS WEBSITE. BY CHECKING THE “I HAVE READ AND AGREE TO THE END USER LICENSE AGREEMENT” BOX BEFORE PURCHASING A PRODUCT AND/OR BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY Tmotions THROUGH THIS WEBSITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY.
Vendors of nopCommerce products, which include themes, templates, extensions or any other nopCommerce software are not allowed to download or use the Software without the express permission of Tmotions. If you or the company you represent is a nopCommerce software vendor, you may not purchase a license for or use the software unless you contact Tmotions directly and obtain permission. This does not apply to companies who provide services based on nopCommerce.
Terms and Definitions
1. The Agreement Grant and the Software usage
Tmotions grants you a non-exclusive limited license to use the Software in accordance with this LICENSE AGREEMENT (THE “AGREEMENT”)
1.1 Unauthorized Use
You may not place the Software, modified or unmodified, on a diskette, CD, website or any other medium and offer them for redistribution or resale of any kind without prior written consent from Tmotions.
Creating any Derivative Works of the Software, or disclosing the source codes of the Software in any way, porting of the Software to other software platforms and systems without prior written approval from Tmotions is prohibited.
In the case when the Software being purchased or downloaded by You from this web site, contains several standalone software parts or libraries, which work together to perform the intended function of the Software, You may not use these constituent software parts individually as standalone software pieces out of the whole of the purchased Software. Such constituent parts may include plugins, templates, extensions, software libraries, code functions or any other software entity which can work independently as a software system.
You may not sub-license, assign, or transfer this license to anyone else without prior written consent from Tmotions.
You may not claim intellectual or exclusive ownership to any of the Software, modified or unmodified. The Software is property of Tmotions. The Software is provided "as is" without warranty of any kind, either expressed or implied. In no event shall Tmotions or our juridical person be liable for any damages including, but not limited to, direct, indirect, special, incidental or consequential damages or other losses arising out of the use of or inability to use the Software.
1.4 Illegal Use
The Software may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. We will be the sole arbiters as to what constitutes a violation of this provision, provided that all such determinations shall be made reasonably in good faith based on applicable law, regulation and the accepted norms of the Internet community.
2. The License Types
2.1 Free License
The terms and conditions set forth in this Article 2.1 apply only if you have obtained a Free License for the Software from Tmotions. They do not apply to your use if you have obtained a Single Domain or a Multiple Domain license.
For the Software, licensed under this Free License, Tmotions hereby grants to Licensee and Licensee hereby accepts, a non-transferable, nonsublicensable, perpetual, non-exclusive license (the “Free License”) to install and use this Software and any accompanying documentation by strictly adhering to the terms and conditions set forth in this Agreement.
2.2 Single Domain License
The terms and conditions set forth in this Article 2.2 apply only if you have obtained a Single Domain License for the Software from Tmotions. They do not apply to your use if you have obtained a Free License or a Multiple Domain license.
For the Software, licensed under this Single Domain License, Tmotions hereby grants to Licensee and Licensee hereby accepts, a non-transferable, nonsublicensable, perpetual, non-exclusive license (the “Single Domain License”) to install and use this Software and any accompanying documentation only on a single web site domain and by strictly adhering to the terms and conditions set forth in this Agreement.
2.3 Multiple Domain License
The terms and conditions set forth in this Article 2.2 apply only if you have obtained a Multiple Domain License for the Software from Tmotions. They do not apply to your use if you have obtained a Free License or a Single Domain license.
For the Software, licensed under this Multiple Domain License, Tmotions hereby grants to Licensee and Licensee hereby accepts, a non-transferable, nonsublicensable, perpetual, non-exclusive license (the “Multiple Domain License”) to install and use this Software and any accompanying documentation on one or several web site domains and by strictly adhering to the terms and conditions set forth in this Agreement.
3. Software Updates
If you have purchased the Software licensed under the Single Domain License or the Multiple Domain License, you are entitled to free updates of the Software 1 year after the date of purchasing the Software.
4. Software Support
If you have purchased the Software licensed under the Single Domain License or the Multiple Domain License, you are entitled to a free software support 1 year after the date of purchasing the Software. Tmotions will provide an initial response (but not necessarily a resolution) to each support inquiry within twenty four (24) hours of receipt of such support inquiry, and will use reasonable efforts to resolve the issue generating the inquiry as soon as is reasonably possible. You are only entitled to use such support inquires during the 365 days after the date on which you purchased the Software licensed under the Single Domain License or the Multiple Domain License. You will lose the right to receive support after 365 days period, unless you purchase additional support from Tmotions at additional cost.
All support inquiries shall only be related to the Software offered on this web site.
Tmotions shall not issue refunds after the Software is shipped\downloaded. Please make sure, before buying a software product (the Software) from this web site, that you have read carefully the description, specifications and all other information published on the software product page of the software product, which you intend to buy and that you have carefully tested the demo of the software product. Despite our non-refundable policy Tmotions will carefully examine every individual claim for a refund. If your motives to be refunded for your purchase are deemed reasonable by Tmotions, Tmotions will refund your purchase in 14 days after receiving your purchase refund claim.
6. Term and Termination
This Agreement and the Licenses granted hereunder shall last as long as you use the Software in compliance with this Agreement.
Tmotions may terminate this Agreement and the Licenses granted hereunder if you fail to comply with any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason the License granted to you hereunder shall terminate automatically and you must immediately cease use of the Software and destroy all copies of the Software in your possession. Unless otherwise prohibited by law and without prejudice to Tmotions's other rights or remedies, and without limiting the generality of the foregoing, Tmotions shall have the right to terminate this Agreement and the License granted hereunder immediately in the event that: (i) you breach any of the License restrictions set forth herein, or engage in, or participate with any third party in the unauthorized manufacture, duplication, reverse-engineering, distribution of any software of Tmotions (including the Software), or engage in any activities involving the Software that are prohibited by law; or (ii) you engage in the unauthorized use of any software of Tmotions (including the Software) or infringe upon any intellectual property right of Tmotions.
7. Product Discontinuance
Tmotions reserves the right to discontinue at any time any component of the Software, whether or not it is offered as a standalone product or solely as a component of the Software. However, to the extent Tmotions is obligated to provide support for the Software in accordance with the terms set forth in this Agreement, Tmotions will provide support for all such discontinued components for a period of six (6) months after the date of discontinuance.
8. Limited Warranty
This limited warranty applied only to the Software licensed under the Single Domain License or the Multiple Domain License. This limited warranty does not apply to the Software licensed under the Free License.
Tmotions warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days after the date on which you purchase the Software. Tmotions does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) Licensee’s negligence or improper use of the Software, (iv) modifications to the Software by any person or entity other than Tmotions. In the event of a breach of the foregoing express warranty, Licensee’s sole and exclusive remedy and Tmotions's sole and exclusive obligation, is repair or replacement of the defective Software. If such remedy fails of its essential purpose, Licensee’s sole remedy and Tmotions’s maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if Tmotions receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, TMOTIONS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability
To the maximum extent permitted by applicable law, in no event will Tmotions be liable for any indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, Tmotions's entire liability regarding your use of the Software under this Agreement shall not exceed in the aggregate the sum of the license fees Licensee paid to Tmotions for the Software giving rise to such damages, notwithstanding any failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this exclusion and limitation may not be applicable. Tmotions and its licensors are not responsible for any liability arising out of content provided by Licensee or a third party that is accessed through the Software, on a website built using the Software, any material linked through such content or such website, any add-on modules you develop using the Software. The extent of Tmotions's liability for the limited warranty section shall be as set forth therein.
You agree to indemnify, hold harmless, and defend Tmotions, its licensors and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney’s fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (a) your use or misuse of the Software or from the websites that you develop and administer through the use of the Software (but excluding such Claims that are solely attributable to infringement of third party intellectual property rights solely as a result of your authorized use of the Software), or (b) the add-on modules you develop using the Software.
11. No Use By nopCommerce software vendors
Vendors of nopCommerce products, which include themes, templates, extensions or any other nopCommerce software are not allowed to download or use the Software without the express permission of Tmotions. If you or the company you represent is a nopCommerce software vendor, you may not purchase a license for or use the software unless you contact Tmotions directly and obtain permission. This does not apply to companies, who provide services based on nopCommerce.
12. LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with English Law and the parties hereto submit to the jurisdiction of the English Courts.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE, BY LOADING OR RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN TMOTIONS AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.