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This Service Agreement
("Software Service Agreement") is a legal agreement between
Customer (either an individual or a single entity) (referred
to herein as "Client or Licensee") and ResaleCart.com
(“Company or Licensor”). By using the Resale
Cart Software Service, Client agrees to be bound by the terms
of this Agreement. If Client does not agree to the terms of
this Agreement, do not purchase the Resale Cart Software.
This Agreement constitutes the entire and only agreement
between Client and Company, and supersedes all prior or
contemporaneous agreements, representations, warranties and
understandings with respect to the web site, the content, or
services provided by or through the web site, and the subject
matter of this Agreement.
Company may amend this Agreement at any time, without specific
notice to Licensee. The latest Agreement will be posted on the
Site, and Licensee should review this Agreement prior to using
the Site.
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 Resale Cart
Software, 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
Licensor warrants, for Licensee benefit alone, that the
Licensed Program conforms in all material respects to the
specifications for the current version of the Licensed
Program. This warranty is expressly conditioned on Licensee’s
observance of the operating, security, and data-control
procedures set forth in the Owners Manual.
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
(Pinnacle Cart) 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. Resale 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 Resale Cart
Software to Client except as specifically set forth herein.
COPYRIGHT
All title and
copyrights in and to the Resale Cart Software (including but
not limited to any scripts, images, photographs, and copy
into the Resale Cart Software), the accompanying printed
materials, are owned by Company, and copyright laws and
international treaty provisions protect Resale Cart
Software. Therefore, Client must treat the Resale Cart Software like any other copyrighted material.
CUSTOMER SUPPORT
Company may provide Client with
customer support related to the Resale Cart Software Service
Agreement. Use of Customer Support is governed by the
policies and programs described in the handbook or under the
“help” area of the Resale Cart
website. With respect to technical information Client provides
to Company, as part of the Customer Support, Company, may use
such information for its developmental purposes, including for
Software support and upgrades. Company will not utilize such
technical information in a form that personally identifies
Client.
SOFTWARE SERVICE - RESTRICTED
RIGHTS
The Resale Cart Software Service and documentation are
provided with RESTRICTED RIGHTS. Use, duplication, or
disclosure by the Government is subject to restrictions as set
forth in subparagraph (c)(1)(ii) of the Rights in Technical
Data and Computer Software clause at DFARS 252.227-7013 or
subparagraphs (c)(1) and (2) of the Commercial Computer
Software, Restricted Rights at 48 CFR 52.227-19, as
applicable. Creator is Desert Dog Software, LLC, 202 E
McDowell Road, Suite 251, Phoenix, AZ 85004.
TERMS OF USE
Client and Company can terminate this agreement with a 10-day
written notice. Termination by Client must be in the form of
a support ticket sent to Company at
http://resalesupport.com.,
Company will acknowledge receipt of Termination request.
Company will notify Client, by email, of any cancellation
notice. Company will further outline steps Client may need to
take in order to transition Service to another provider.
TERMINATION DUE
TO BREACH
Company may terminate this Software Service Agreement if
Client fails to comply with the terms and conditions of this
Software Service Agreement. Company also reserves the right to
take additional legal action for violations of this Software
Service Agreement.
30 DAY (Limited) RETURN POLICY
Unqualified Guarantee Company will fully refund Client for the
purchase of the shopping cart only,
for any reason, within the first 30 days after storefront
purchase. The applicable return policy dollar amount will be in the sum of
$399.00. All other expenses incurred by the client are for
the product catalog, and installation services (if
applicable) that the client will retain and be given
all rights to resell the products based on the "Reseller
Agreement" located in the file of each product. For Client
to receive their refund, a request must be sent via a
support ticket at our main support website http://resalesupport.com
prior to midnight CST on the 30th day from time of purchase. Provide Company name, contact and date of
purchase in the email correspondence. Refunds are processed
one-time per week and payment will be returned within 30 days
of request. The resale products are ALL non-refundable,
as we have no way of recovering those digital
products and cannot prevent you (the client) from reselling
the products There is no return policy for digital
products. Refund is for shopping cart only.
MISCELLANEOUS
UNITED STATES LAW
If Client is located in the United States of America; this
Software Service Agreement is governed by the laws of the
State of Texas, United States, excluding any conflict of law
principles, and specifically excludes the United Nations
Convention on Contracts. The U.S. federal and state courts of
the State of Texas shall have sole and exclusive jurisdiction
and venue to adjudicate over any actions relating to the
subject matter of this Software Service Agreement. The parties
hereto consent to the exclusive jurisdiction of the courts
specified above, and expressly waive any objection to the
jurisdiction or convenience of such courts. Client may contact
the Company, for any reason. Please write: Resale Enterprises,
P.O. Box 37402, Houston, TX 77237. Attention: Legal or send
support ticket to
http://resalesupport.com
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 EXPECTATIONS, (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
Software Service 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 Software Service Agreement
relates.
Please note:
The store products that we provide you are with resale
rights, but the store itself is not a resale item, which
means that it is
still 100% yours, you completely own the store, you may sell
whatever you wish in it, and keep it forever. The license for
your store is for one domain you are not allowed to make and
or/use the store at more than one url without obtaining
another license from ResaleCart.com (fees will be applied).
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