LICENSE AGREEMENT
This Software License Agreement ("Agreement") is made and
effective the date of purchase by and between Franchise 123,
Inc. ("Franchise123, Inc.") and purchaser ("Licensee").
Franchise123, Inc. has developed and licenses to users its
software and consulting marketed under the name Franchise
123, Inc, dba. Frandocs, Experts In Franchising, Franchise
Your Business Programs (the "Software").
Licensee desires to utilize a copy of the Software.
NOW, THEREFORE, in consideration of the mutual promises set
forth herein, Franchise123, Inc. and Licensee agree as
follows:
1.License.
Franchise123, Inc. hereby grants to Licensee a
non-exclusive, limited license to use the Software for the
named business on licensee’s Invoice only, as set forth in
this Agreement.
2.Restrictions.
Licensee shall not license or sublicense the Software, or
transfer or convey the Software or any right in the Software
to anyone else without the prior written consent of
Franchise123, Inc..
Licensee shall only use the software to develop a single
franchise program for the named business on licensee’s
invoice only.
3. Fee.
In consideration for the grant of the license and the use of
the Software, Licensee agrees to pay Franchise123, Inc. the
Software Fee. The warranty does not allow for a refund for
the purchase of the software.
4. Warranty of Title.
Franchise123, Inc. hereby represents and warrants to
Licensee that Franchise123, Inc. is the owner of the
Software and has the right to grant to Licensee the rights
set forth in this Agreement.
In the event of any breach or threatened breach of the
foregoing representation and warranty, Licensee's sole
remedy shall be to require Franchise123, Inc. to replace the
Software functionality that does not cause any breach.
Obligation for payment of the license fee shall be made
prior to delivery of the Software or on terms set forth by
Franchise123, Inc, described in the program and is
non-refundable.
5. Warranty of Functionality. The warranty does not allow
for a refund for the purchase of the software.
6. Payment.
Payment of the license fee shall be made prior to delivery
of the Software and is non-refundable. Purchaser hereby
agrees to make full payment on any products purchased on a
time payment basis whether a credit card used is able to be
charged or not. If on a time payment basis then ongoing
payments are the responsibility of purchaser and purchaser's
company irregardless of the amount of credit available on
the credit card. The warranty does not allow for a refund
for the purchase of the software.
If Franchise123, Inc., the copyright owner, brings a civil
action against you non payment or illegal distribution of
the software, then Franchise123, Inc. can seek to stop you
from using its software immediately and can also request
monetary damages. The copyright owner may then choose
between actual damages, which includes the amount it has
lost because of your infringement as well as any profits
attributable to the infringement, and statutory damages,
which can be as much as $150,000 for each program copied
illegally. In addition, the government can criminally
prosecute you for copyright infringement. If convicted, you
can be fined up to $250,000, or sentenced to jail for up to
five years, or both.
7.Taxes.
In addition to all other amounts due hereunder, Licensee
shall also pay to Franchise123, Inc., or reimburse
Franchise123, Inc. as appropriate, all amounts due for
sales, use, excise taxes or other taxes.
8.Warranty Disclaimer.
Franchise123, Inc.'s WARRANTIES SET FORTH IN THIS AGREEMENT
ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE WARRANTY DOES NOT ALLOW FOR A REFUND
FOR THE PURCHASE OF THE SOFTWARE.
9. Limitation of Liability.
Franchise123, Inc. shall not be responsible for, and shall
not pay, any amount of incidental, consequential or other
indirect damages, whether based on lost revenue or
otherwise, regardless of whether Franchise123, Inc. was
advised of the possibility of such losses in advance. In no
event shall Franchise123, Inc.'s liability hereunder exceed
the amount of license fees paid by Licensee, regardless of
whether Licensee's claim is based on contract, tort, strict
liability, product liability or otherwise.
10. Notice.
Any notice required by this Agreement or given in connection
with it, shall be in writing and shall be given to the
appropriate party by personal delivery or by certified mail,
postage prepaid, or recognized overnight delivery services.
If to Franchise123, Inc.:
Franchise 123, Inc. P.O. Box 149, Islamorada, Florida 33036
If to Licensee: At Licensee's business and/or home address
11. Governing Law.
This Agreement shall be construed and enforced in accordance
with the laws of the state of Florida, United States of
America and that any dispute shall have venue in Monroe
County, or Palm Beach, County Florida under the laws of the
State of Florida, United States of America.
12. No Assignment.
Neither this Agreement nor any interest in this Agreement
may be assigned by Licensee without the prior express
written approval of Franchise123,Inc..
13. Final Agreement.
This Agreement terminates and supersedes all prior
understandings or agreements on the subject matter hereof.
This Agreement may be modified only by a further writing
that is duly executed by both parties.
14. Severability.
If any term of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, then
this Agreement, including all of the remaining terms, will
remain in full force and effect as if such invalid or
unenforceable term had never been included.
15. Headings.
Headings used in this Agreement are provided for convenience
only and shall not be used to construe meaning or intent.
IN WITNESS WHEREOF, Franchise123, Inc. and Licensee have
agreed to Software License Agreement on the day and year
purchased and do agree to the terms and conditions of this
license and licensee by purchasing the software license
agrees that the warranty does not allow for a refund for the
purchase of the software*
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