Checkout License Agreement

This License Agreement is a legal agreement between you (either an individual or legal entity) and Acclivity NYC LLC, a limited liability company established and existing under the laws of the United States (hereinafter ‘Acclivity NYC') for the use of Checkout.

The Checkout Software (the computer programs in machine readable object code form issued by Acclivity NYC pursuant to this License Agreement) together with the Documentation (all manuals, user documentation and other related materials pertaining to the Checkout Software) and/or other materials distributed with the Checkout disk image, CD or any other media containing these materials) is licensed, not sold, to you by Acclivity NYC, and Acclivity NYC reserves all rights not expressly granted to you within this license agreement. Under no circumstances shall source code of Checkout be made available to you by Acclivity NYC. The Checkout Software and Documentation are collectively referred to as 'Checkout'.

By downloading, installing, copying or otherwise using all or any portion of the Checkout Software you agree to be bound by the terms of this License Agreement. If you do not agree to this License Agreement, do not use the Checkout Software. If you purchased Checkout and do not agree to this License Agreement, you may obtain a refund of the purchase price provided that you (a) do not use the Checkout Software, and (b) if you have purchased your copy from elsewhere than the checkoutapp.com website, forthwith return your purchased copy of Checkout with proof of payment to the location from which it was obtained.

By agreeing to this License Agreement you irrevocably waive, also for the benefit of Werck B.V. and Werck Sales B.V. (a limited liability company, established and existing under the laws of the Netherlands, also formerly known as Madebysofa B.V.), any rights under previous license agreements with Werck B.V., Werck Sales B.V. or Madebysofa B.V. for Checkout and unconditionally accept that your license for the use of current and previous copies of the Checkout software shall be exclusively governed by the terms and conditions of this License Agreement.

1. License Grant

Acclivity NYC may, at its sole discretion, grant you a Demo License, a Commercial License and/or a Not for Resale (NFR) License. Unless otherwise stated, the Demo License Terms as set out under (A) are applicable to your use of Checkout if you have not purchased or otherwise rightfully obtained a Commercial License or an NFR (Not For Resale) License for Checkout. The Demo License Terms are also applicable to your use of Checkout on any computers that are not covered under any NFR Licenses or Commercial Licenses you may have. The Commercial License Terms as set out under (B) are applicable to your use of the major version of Checkout corresponding to the current major version of Checkout as defined in (‘Limitation of License Validity’) if you have rightfully obtained a Commercial License for said major version of Checkout. The NFR (Not For Resale) License Terms under (C) are applicable to your use of the major version of Checkout corresponding to the current major version of Checkout as defined in (‘Limitation of License Validity’) if you have been rightfully provided with an NFR License for said major version of Checkout by Acclivity NYC or its subsidiaries.

A. Demo License Terms

Acclivity NYC grants you a non-exclusive, non-transferable license to use Checkout for time-limited evaluation purposes, only in accordance with the terms and conditions set forth herein. You agree not to transfer, assign, rent, lease, sublicense, or lend Checkout to any other person or entity, except as expressly provided herein, and that any attempt to do so in any other way shall render the license null and void. Checkout may be used for 30 days from the first time you run Checkout. Upon lapse of such period Checkout will disable automatically. Acclivity NYC may, at its sole discretion, decide to prolong the evaluation period and will inform you thereof via the website www.checkoutapp.com or by contacting you by email, by phone or in writing. If you wish to use Checkout after the evaluation period, you will need to purchase a Commercial License.

B. Commercial License Terms

Acclivity NYC grants you a non-exclusive license to use Checkout, only in accordance with the terms and conditions set forth herein. You agree not to transfer, assign, rent, lease, sublicense, or lend Checkout to any other person or entity, except as expressly provided herein, and that any attempt to do so in any other way shall render the license null and void.

B1. Online Activation

The Checkout Software requires online activation in order to use it under the Commercial License Terms. If you do not activate your copy of Checkout, your copy of Checkout will disable automatically 30 days after you first run it. Un-activated Checkout copies may also refuse to login as remote clients to another computer running The Checkout Software within the 30 day demo period or to an imported store file that was created before Checkout was installed. Acclivity NYC may at its sole discretion decide to adjust the exact technical conditions under which un-activated Checkout copies cease to work.

You are required to enter personal information during online activation. You need an active, functional internet connection to activate your copy of the Checkout Software. Your licensed use of Checkout is bound to the computer(s) you used to complete activation. You may need to reactivate your copy of Checkout after replacing the logic board of your computer or otherwise changing the hardware configuration of your computer. You may need to contact Acclivity NYC to complete reactivation.

This License does not allow Checkout to be activated and used on more computers than the number of computers you have purchased a Commercial License for.

B2. Transfer

The right to transfer the activated copy of the Checkout Software to another computer is personal. To transfer your activated copy of the Checkout Software to another computer you may need to contact Acclivity NYC. You may transfer your Checkout license rights only once and permanently to another person or legal entity under the conditions that you transfer Checkout in its entirety, you do not retain a copy of Checkout or any part thereof yourself and the receiving party reads and agrees to accept the terms and conditions of this License Agreement. If you activated your license before transferring it you may need to contact Acclivity NYC to complete the transfer.

B3. Personal Information

Acclivity NYC may render this License Agreement null and void if it finds that the personal information you submitted during online activation is incorrect, inaccurate or outdated. It is your sole responsibility to keep Acclivity NYC informed of any changes in your personal information. You may do so by contacting Acclivity NYC through the 'Contact' or 'Support' sections of the website www.checkoutapp.com or if available from within Checkout itself. Acclivity NYC may require you to verify any changes to personal information.

Acclivity NYC may use your personal information to validate your personal license rights, to prove to the reseller where you purchased your Checkout license that you purchased your Checkout license there and to contact you with information related to Checkout. Acclivity NYC will not sell your personal information to third parties.

C. NFR (Not For Resale) License Terms

Acclivity NYC grants you a non-exclusive, non-transferable license to use Checkout for evaluation, promotional and/or review purposes, only in accordance with the terms and conditions set forth herein. You agree not to transfer, assign, rent, lease, sublicense, or lend Checkout to any other person or entity, except as expressly provided herein, and that any attempt to do so in any other way shall render the NFR License null and void. If you wish to use Checkout for other than the stated purposes, you need to purchase a Commercial License to use Checkout. Acclivity NYC may, at its sole discretion, decide to extend your allowed usage of Checkout beyond the stated uses and will inform you thereof via the website www.checkoutapp.com or by contacting you by email, by phone or in writing.

C1. Online Activation

The Checkout Software requires online activation in order to use it under the terms of the NFR License. If you do not activate your copy of Checkout, your copy of Checkout will disable automatically 30 days after you first run it. Un-activated Checkout copies may also refuse to login as remote clients to another computer running The Checkout Software within the 30 day demo period or to an imported store file that was created before Checkout was installed. Acclivity NYC may at its sole discretion decide to adjust the exact technical conditions under which un-activated Checkout copies cease to work.

You are required to submit personal information during online activation. You need an active, functional internet connection to activate your copy of Checkout. Your licensed use of Checkout is bound to the computer(s) you used to complete activation. You may need to reactivate your copy of Checkout after replacing the logic board or otherwise changing the hardware configuration of your computer. You may need to contact Acclivity NYC to complete reactivation.

By default an NFR License allows you to activate and use Checkout on two (2) computers. If you want to use Checkout on more computers, please contact Acclivity NYC through the 'Contact' section of the website www.checkoutapp.com to request extension of your NFR License to cover more computers.

C2. Transfer

The rights to transfer your activation of Checkout to another computer are bound to you personally. To transfer your Checkout activation to another computer you may need to contact Acclivity NYC. You may not transfer your Checkout license rights to another person or legal entity. If you know of anyone else who should obtain an NFR License for Checkout, please contact Acclivity NYC through the 'Contact' section of the website www.checkoutapp.com

C3. Personal Information

2. General Terms

These General Terms are applicable on the Demo License, the Commercial License and the NFR License.

Copyright and restrictions

Copyright and other intellectual, industrial and/or proprietary rights to Checkout and to any whole or partial copies that you make are owned by Acclivity NYC or its licensors. Acclivity NYC permits you to use Checkout only in accordance with the terms of this License Agreement. All rights not specifically granted by Acclivity NYC are reserved by Acclivity NYC. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to reveal the inner workings or modify the functionality of Checkout except for those uses allowed in this License Agreement. Acclivity NYC is willing to provide you the necessary information to be able to perform tasks regarding compatible programming at reasonable terms. You agree not to remove any label indicating that Checkout is the subject of copyright and other intellectual, industrial or proprietary rights of Acclivity NYC and/or third parties.

Modification Rights

You are free to replace those libraries and resources included in the Checkout software that are covered explicitly under a license that allows for such modification. Documentation on which libraries and resources in the Checkout software are covered can be found through the “About” window in the Checkout software, or can be emailed to you upon request. Acclivity NYC is not responsible for any malfunctions or incompatibilities that may occur after any adjustments you make to the Checkout software. You may not reverse engineer and debug Checkout for any other purpose than to make it work with the replaced libraries and resources. Checkout's update mechanism may replace the entire contents of the Checkout software. Any changes you have made to the Checkout application package will be lost during an update. Acclivity NYC is free to deny support if you refuse to use the update mechanism. Acclivity NYC is free to change the structure and contents of the Checkout software in any way in an update or new release.

You may not use the Checkout name or logo or the Acclivity NYC name or logo to advertise any changes you make to Checkout. You may not redistribute Checkout or any part thereof except for those parts explicitly covered under a license that allows for such redistribution. Acclivity NYC will take best effort to provide you with more information concerning the used versions of the above mentioned libraries and resources in a timely manner when you request such information through the 'Contact', 'Support' or similar sections of the website www.checkoutapp.com.

Limitation of License Validity

Any License to use Checkout granted to you under this License Agreement is limited to the current major version of Checkout exclusively. Acclivity NYC will at its sole discretion decide when a new version of Checkout will be considered a new major version. The current major version is defined as the major version of Checkout you rightfully obtained a copy of. In the case that the current major version is Checkout 1, said rights will also be extended to cover your usage of Checkout 2.

Additional Services

Fees may apply for additional services and products offered by Acclivity NYC and others, including, but not limited to, services that integrate with Checkout or extend the functionality of Checkout.

Warranties

In the event your original copy of Checkout appears to be damaged on receipt thereof you have the right to return the damaged copy, which will then be replaced by Acclivity NYC or its distributors free of charge in case the damaged copy is received by Acclivity NYC or the distributor where you purchased Checkout within eight (8) days from the receipt by you of the original copy. Any damaged copies received by Acclivity NYC or its distributor after said period will be replaced only against payment by you of all costs incurred by performing to the replacement. Acclivity NYC does not warrant that Checkout operates on the type of computer owned by you and you shall be solely responsible for obtaining a computer compatible with Checkout. The warranty does not apply if the Checkout Software a) has been altered, except by Acclivity NYC, b) has not been installed, operated, repaired or maintained in accordance with the instructions supplied by Acclivity NYC, c) has been subjected to abnormal physical or electrical stress, misuse, negligence or accident. Acclivity NYC is providing you Checkout on an "as-is" basis without warranty of any kind. Acclivity NYC does not and cannot warrant the performance or results you may obtain by use of Checkout. Acclivity NYC does not and cannot warrant that Checkout operates error-free.

Limitation of Liability

To the maximum extent permitted by applicable law, Acclivity NYC is not liable to you or to any third party for any damages, either direct, indirect, incidental, consequential or otherwise (including in each case, but not limited to damages rising from inability to use Checkout or access data, loss of data, loss of business, loss of profits, business interruptions or the like) arising out of the use or inability to use Checkout even if Acclivity NYC has been advised of the possibility of such damages. In no event shall Acclivity NYC total liability to you exceed the amount of 499 US Dollars (USD $499.00) or the amount for which you purchased a Checkout Commercial License if less than USD 499. If you purchased your license in another currency, a fair estimation of the purchase price will be made by Acclivity NYC or its subsidiaries. Notwithstanding the above, or anything else contained in this License Agreement, neither party’s liability for death or personal injury resulting from its own negligence shall be limited. Some states and/or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

Infringement

If Checkout is, or in Acclivity NYC opinion is likely to become, the subject of a claim of infringement, Acclivity NYC shall have the right, without obligation and at its sole discretion, to: (i) procure for you the right to continue to use Checkout; (ii) replace or modify Checkout In such a way as to make the modified Checkout non-infringing; or (iii) terminate this License Agreement, provided that in the event of such termination, Acclivity NYC shall refund the License fees paid by you on a prorated basis, taking into account the term Checkout has been used by you. The foregoing states Acclivity NYC's and its subsidiaries entire liability and obligation to you and your sole remedy with respect to any actual or alleged infringement of intellectual property rights of any kind.

Technical and Related Information

Acclivity NYC and its subsidiaries may collect and use technical and related information, including but not limited to technical information concerning your computer, system and application software. Acclivity NYC and its subsidiaries are free to use this information in any form that does not personally identify you or your computer.

Third Party Software Licenses

Checkout may make use of third party software. Notwithstanding the foregoing, use of some third party materials included in the Checkout Software may be subject to other terms and conditions. The official copyright notices and specific license conditions of this third party software are to be found are to be found via the About box of Checkout or can be emailed to you upon request. You hereby agree to the terms and conditions for such third party software.

Term and Termination

This License Agreement is effective until terminated. Without prejudice to any other rights, Acclivity NYC may immediately terminate this License Agreement if you fail to comply with any of the terms and conditions set out in this License Agreement. In such event you must cease all use of Checkout and destroy all copies of Checkout that are in your possession.

Miscellaneous

Your delivery and payment conditions or any other general or special conditions shall not apply. This License Agreement is the entire agreement between you and Acclivity NYC relating to Checkout and supersedes all prior oral or written communications and representation with respect to Checkout or any other subject matter covered by this License Agreement. If any of the provisions of this license Agreement is held to be void, unenforceable or illegal, the other provisions shall continue in full force and effect. The affected provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the applicable law.

Export Controls

You agree not to export, reexport or use Checkout except as explicitly authorized by United States Law and the laws of the jurisdiction in which you obtained your Checkout license. If you purchased or use Checkout in the United States, you may not export or re-export Checkout to any U.S. embargoed country or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Checkout, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use Checkout for any purposes prohibited by United States law, including without limitation, the development, design, manufacture or production of nuclear missiles or chemical or biological weapons.

U.S. Government End Users

Checkout is defined as “Commercial Items”, as defined by 48 C.F.R. §2.101 and consists of “Commercial Computer Software” and “Commercial Computer Software Documentation” as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Checkout is being licensed to U.S. Government end users only as Commercial Items, consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202–1 through 227.7202–4 as applicable, and with only the same rights granted to all other end users in the terms and conditions of this License Agreement. All unpublished rights are reserved under the Copyright laws of the United States, the Netherlands and International agreements.

Applicable Law

This License Agreement is governed by United States Law or at Acclivity NYC's sole discretion the law of any court which may have jurisdiction. This License shall not be governed by the UN Convention on contracts for the international sale of goods. You agree that Acclivity NYC, at Acclivity NYC's sole discretion, may elect to bring legal action regarding any dispute arising from or in connection with this License Agreement before the courts of the State of New York in the United States or in any court in any country which may have jurisdiction and you herewith irrevocably and unconditionally submit to the exclusive jurisdiction of the courts chosen by Acclivity NYC.

Should you have any questions concerning this License Agreement, please contact Acclivity NYC through the appropriate sections of the website www.checkoutapp.com.