Checkout License Agreement

This Checkout License Agreement is a legal agreement between you (either an individual or legal entity) and Madebysofa B.V., a limited liability company established and existing under the laws of the Netherlands (hereinafter 'Madebysofa') for the use of Checkout.

The Checkout Software (the computer programs in machine readable object code form issued by Madebysofa 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 Madebysofa, and Madebysofa reserves all rights not expressly granted to you. Under no circumstances source codes of Checkout will be made available to you by Madebysofa. 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 Checkout License Agreement. If you do not agree to the Checkout License Agreement do not use the Checkout Software. If you purchased Checkout and do not agree to the Checkout License Agreement you may obtain a refund of the purchase price provided that you a) do not use the Checkout Software, and b) forthwith return the Checkout with proof of payment to the location from which it was obtained.

1. License Grant

Madebysofa may, at its sole discretion, grant you A Demo License, a Commercial License 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 obtained a Commercial License for Checkout and have not obtained 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 Checkout if you have purchased a Commercial License for Checkout. The NFR (Not For Resale) License Terms are applicable to your use of Checkout if you have been provided with an NFR License of Checkout by Madebysofa or its subsidiaries.

A. Demo License Terms

Madebysofa 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 as of the first time you run Checkout. Upon lapse of such period Checkout will disable automatically. Madebysofa may, at its sole discretion, decide to prolong the tryout 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 tryout period, you need to purchase a Commercial License to use Checkout.

B. Commercial License Terms

Madebysofa 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

Checkout requires online activation in order to use the Checkout Software under the terms of the Commercial License. If you do not activate your copy of the Checkout Software, your copy of Checkout will disable automatically 30 days after you first run the Checkout Software.

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. During online activation no information is transferred that allows Madebysofa to reversely identify your computer. 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 Madebysofa 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 Madebysofa. 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 Madebysofa to complete the transfer.

B3. Personal Information

Madebysofa 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 Madebysofa informed of any changes in your personal information. You may do so by contacting Madebysofa through the 'Contact' or 'Support' sections of the website www.checkoutapp.com. Madebysofa may require you to verify any changes to personal information

Madebysofa 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 critical information related to Checkout. Madebysofa will not disperse your personal information to third parties, except for situations where Madebysofa is required to do so by law or as a direct extent to the above stated purposes.

C. NFR (Not For Resale) License Terms

Madebysofa 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. Madebysofa 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

Checkout 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 the Checkout application.

You are required to submit personal information during online activation. You need an active, functional internet connection to activate your copy of Checkout. During online activation no information is transferred that allows Madebysofa to reversely identify your computer. 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 Madebysofa 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 Madebysofa 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 Madebysofa. 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 Madebysofa through the 'Contact' section of the website www.checkoutapp.com

C3. Personal Information

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

Madebysofa may use your personal information to validate your personal license rights and to contact you with critical information related to Checkout. Madebysofa will not disperse your personal information to third parties, except for situations where Madebysofa is required to do so by law or as a direct extent to the above stated purposes.

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 Madebysofa or its licensors. Madebysofa permits you to use Checkout only in accordance with the terms of this License Agreement. All rights not specifically granted by Madebysofa are reserved by Madebysofa. 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. Madebysofa 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 Madebysofa 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, namely: "SQLObject", "pyXLWriter" and "FormEncode". Madebysofa is not responsible for any malfunctions or incompatibilities that may occur after any adjustments you make to the Checkout software. You may solely reverse engineer and debug Checkout with the goal 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. Madebysofa is free to deny support if you refuse to use the update mechanism. Madebysofa 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 Madebysofa 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. Madebysofa will provide more information concerning the used versions of the above mentioned libraries and resources of the Checkout application package when you request such information through the 'Contact' or 'Support' 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. The major version of Checkout is defined as any version of Checkout of which the version number starts with "1.".

Additional Services

Fees may apply for additional services and products offered by Madebysofa 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 Madebysofa free of charge in case the damaged copy is received by Madebysofa 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 Madebysofa or its distributor after said period will be replaced only against payment by you of all the costs related to the replacement. Madebysofa 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 Madebysofa, b) has not been installed, operated, repaired or maintained in accordance with the instructions supplied by Madebysofa, c) has been subjected to abnormal physical or electrical stress, misuse, negligence or accident. Madebysofa is providing you Checkout on an "as-is" basis without warranty of any kind. Madebysofa does not and cannot warrant the performance or results you may obtain by use of Checkout. Madebysofa does not and cannot warrant that Checkout operates error-free.

Limitation of Liability

To the maximum extent permitted by applicable law, Madebysofa 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 Madebysofa has been advised of the possibility of such damages. In no event shall Madebysofa's total liability to you exceed the amount of 379 euros (€ 379,-) or the amount for which you purchased a Checkout Commercial License if less than €379,-. 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 Madebysofa's opinion is likely to become, the subject of a claim of infringement, Madebysofa 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, Madebysofa 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 Madebysofa'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

Madebysofa 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. Madebysofa 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 and over here. 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, Madebysofa 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.

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 Madebysofa 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 Dutch 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 these products 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, Netherlands and International agreements.

Applicable Law

This License Agreement is governed by Dutch law or at Madebysofa’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 Madebysofa, at Madebysofa'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 Amsterdam, the Netherlands 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 Madebysofa.

Should you have any questions concerning this License Agreement, please contact Madebysofa through the 'Contact' or 'Support' sections of the website www.checkoutapp.com.