Enterprise Application Annual License Agreement for JSpell Software

IMPORTANT – READ CAREFULLY: This Enterprise Application Annual License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and Page Scholar Inc. ("Licensor") for the JSpell software product, which includes computer software and may include associated media, printed materials, and online or electronic documentation ("Software").

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE.

1. Grant of License:

Subject to your compliance with the terms of this Agreement and payment of the applicable annual license fee, Licensor grants to you a non-exclusive, non-transferable right to use the Software for your internal business purposes.

2. Permitted Uses and Restrictions:

  1. You may install and use the Software within your organization on a per application basis on up to three servers or virtual servers.
  2. You may designate one individual per application within your organization, per JSpell license, to receive technical support for each enterprise application license. Additional support contacts require additional licenses under this agreement.
  3. You may make a reasonable number of copies of the Software for backup and archival purposes.

You may NOT:

  1. Use the Software across different top-level domains not expressly covered by your license.
  2. Redistribute the Software or any portion thereof.
  3. Decompile, reverse engineer, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
  4. Create derivative works based on the Software.
  5. Rent, lease, lend, or transfer the Software, or host the Software for third parties.
  6. Use the Software as part of a Software as a Service (SAAS) offering without obtaining a supplemental license from Page Scholar Inc. The supplemental license will be specifically tailored to the SAAS use-case and will be based on the number of SAAS tenants accessing the Software.

3. Domain Limitations:

Use of the Software is limited to the domain(s) for which the license was originally purchased. Use on additional domains requires a separate or additional license.

4. Support and Maintenance:

Licensor will provide technical support to one designated contact within your organization for each active enterprise application license. Up to two (2) changes to the designated contact are allowed per year without additional fees.

5. Annual Renewal:

The license granted hereby is conditioned upon annual renewal. You must renew your license each year to maintain your rights to use the Software. If the license is not renewed, your rights under this Agreement will terminate. Usage of the software beyond the license term and subsequent renewal requires renewal backdated to the license expiration.

6. Intellectual Property Rights:

The Software is the intellectual property of Page Scholar Inc. and is protected by copyright and other intellectual property laws. You acknowledge that the source code is confidential and proprietary.

7. Warranty Disclaimer:

Except for the limited warranty provided herein, the Software is provided "AS IS." PAGE SCHOLAR INC. DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SOFTWARE.

8. Limitation of Liability:

PAGE SCHOLAR INC.'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL NOT EXCEED THE PRICE PAID FOR THE SOFTWARE.

9. Governing Law:

This Agreement shall be governed by the laws of the State of Florida without regard to its conflict of laws principles.

10. General:

This Agreement constitutes the entire agreement between you and Page Scholar Inc. concerning the Software and supersedes all prior agreements and understandings, both written and oral. No amendment to this Agreement will be effective unless in writing and signed by Page Scholar Inc.

U.S. Government Restricted Rights: Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable.

ACKNOWLEDGEMENT:

BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND PAGE SCHOLAR INC. REGARDING THE SOFTWARE.