EULA

END USER LICENSE AGREEMENT

READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY, BECAUSE BY INSTALLING, COPYING, USING OR DISTRIBUTING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS OR DO NOT WISH TO BE BOUND BY THIS EULA, DO NOT INSTALL, COPY, USE OR DISTRIBUTE THE SOFTWARE.
 
  1. GENERAL: This EULA governs the use of the Software made available by or on behalf of We Hear You 2, Inc. ("WHY2", "we", "us" or "our"). For purposes of this EULA, "Software" means such application software, extensions, templates, or web designs; together with all components thereof and all updates, patches, fixes, modifications and enhancements thereto, including releases of new versions, whether provided to you via download, automatically without additional consent or action on your part or otherwise, and any and all accompanying documentation, files and materials.
 
  1. LICENSE GRANT: Subject to your agreement and compliance with the terms and conditions of this EULA, WHY2 grants to you a limited, personal, non-exclusive, non-transferable and revocable license (without the right to sublicense) to install, use, access, display and run one copy of the Software on one live domain and one AbanteCart installation.  You may also install one copy for a test installation on a non-public website. 
 
  1. RESTRICTIONS: The foregoing rights in and to the Software are the only rights granted to you in connection with this EULA, and any and all rights not expressly granted to you by the license described Section 2 above are expressly and fully reserved by us and/or our licensors. Except as specifically provided in this EULA or for backup or archival purposes specifically permitted by law, you may not use or make any other copies of the Software. Modifications are allowed pursuant to the use of third party libraries as specified under section 5 of this agreement. However, any such modifications must be strictly limited to personal usage and cannot be shared, distributed or otherwise made public.
 
  1. PROPRIETARY RIGHTS: Except where specifically stated otherwise, WHY2 owns all right, title and interest in and to the Software including, without limitation, all intellectual and proprietary rights appurtenant thereto, and, except for the limited license granted to you herein, nothing in this EULA shall be construed to transfer, convey, impair or otherwise adversely affect WHY2’s ownership or proprietary rights therein or any other WHY2 information or materials, tangible or intangible, in any form and in any medium.
 
  1. THIRD PARTY RIGHTS AND NOTICES: This software may provide links to third party libraries or code (collectively “Third Party Software”) to implement various functions link with libraries which use and are licensed under and covered by the GNU Lesser General Public License (LGPL) version 2.1. The full LGPL v2.1 license is available here: http://www.gnu.org/licenses/lgpl-2.1.html#SEC3.  In some cases, access to Third Party Software may be included along with the Software delivery as a convenience.  Such source code and libraries may be included in the source tree delivered with the Software and do not comprise the Software. Licensee acknowledges
  1. that some part of Third Party Software may require additional licensing of copyright and patents from the owners of such, and
  2. that distribution of any of the Software referencing or including any portion of a Third Party Software may require appropriate licensing from such third parties
 
  1. CHANGE IN POLICIES: WHY2 reserves the right to change these policies at any time. While it is not our intention to do so, there may be factors outside of our control that require us to implement changes to our policies.
 
  1. REFUND POLICY:  Due to the digital nature of the Software offered WHY2 maintains a “No Refunds” policy for all Software.
 
  1. UPGRADE POLICY: Future updates and upgrades will be provide for 12 months after purchase free of charge. When a new version that require rewrites of the application or parts of the application that requires significant research, design, development and testing time, WHY2 reserves the right to require a fee for upgrading to the new and improved version of the software. We highly recommend subscribing to our newsletter to be informed about both minor and major updates to your applications. Also this is usually the best way to get a “good deal” on both new software and new functionality releases.
 
  1. SUPPORT: Our support is limited to our Software as provided by WHY2.   Any modification(s) to our products to fit your purposes will void our support and future upgrades and updates.
 
  1. DISCONTINUED PURCHASE POLICY: As technology on the internet evolves there are times we may need to discontinue a program, theme, graphic, etc.  When that happens, these are removed from our website and will no longer be accessible through the Customer Care Center.  We suggest you always keep local backups of all purchases so that you have them available to you.
 
  1. DATA COLLECTION AND USE: You hereby agree that WHY2, its parent, subsidiaries, affiliates, and their respective successors and assigns, may collect and use certain technical information associated with your use of the Software, including, without limitation, any information provided in connection with any support or technical services for the Software, in accordance with WHY2’s privacy policy available at AbanteCart Extensions Privacy Policy.
 
  1. TERMINATION: We have the right to terminate this license and your right to use the Software at any time for any reason, including in the event we reasonably believe you have failed to comply with any term or condition of this EULA. If this license or your right to use the Software terminates for any reason or you must stop all use of the Software and either return to us or destroy the Software and all copies of the Software that are in your possession or under your control. We may ask you to certify your compliance with the foregoing in writing, and you agree to do so if we request you to do so.  All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
 
  1. DISCLAIMER OF WARRANTY: THERE ARE NO REPRESENTATIONS OR WARRANTIES THAT APPLY OR THAT ARE MADE TO YOU IN ANY WAY IN CONNECTION WITH THE SOFTWARE OR THIS EULA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SOFTWARE AND YOUR ACCESS TO AND USE THEREOF, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES OF TITLE, NON-INFRINGEMENT AND/OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SOFTWARE IS MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WHY2 DOES NOT GUARANTEE, WARRANT OR REPRESENT THAT THE SOFTWARE SHALL MEET YOUR REQUIREMENTS OR THAT YOUR USE, OPERATION OR RESULTS OF USE OF THE SOFTWARE SHALL BE UNINTERRUPTED, COMPLETE, RELIABLE, ACCURATE, CURRENT, ERROR-FREE, FREE OF COMPUTER VIRUSES OR OTHERWISE SECURE. YOU ASSUME THE ENTIRE RISK OF DOWNLOADING, INSTALLING, COPYING, OPERATING, AND USING THE SOFTWARE.
 
  1. LIMITATIONS OF LIABILITY: YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WHY2 NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, ADVERTISERS, BUSINESS AND PROMOTIONAL PARTNERS, OPERATIONAL SERVICE PROVIDERS, SUPPLIERS, RESELLERS AND CONTRACTORS SHALL, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, IN CONNECTION WITH OR ARISING FROM ANY USE OF THE SOFTWARE OR OTHERWISE IN CONNECTION WITH THIS EULA.  YOU FURTHER ACKNOWLEDGE AND AGREE YOUR SOLE RIGHT AND EXCLUSIVE REMEDY FOR ANY LOSS OR DAMAGE ASSOCIATED WITH THE SOFTWARE OR THIS EULA, EVEN IF YOU CLAIM THAT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL BE TO HAVE WHY2, UPON WRITTEN NOTICE FROM YOU, ATTEMPT TO REPAIR, CORRECT OR REPLACE THE SOFTWARE. IF REPAIR, CORRECTION OR REPLACEMENT IS NOT REASONABLY COMMERCIALLY PRACTICABLE IN THE SOLE AND ABSOLUTE DISCRETION OF WHY2, EITHER YOU OR WHY2 SHALL HAVE THE RIGHT TO TERMINATE AND DISCONTINUE YOUR USE OF THE SOFTWARE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES. ACCORDINGLY, SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS EULA MAY NOT APPLY TO YOU.
 
  1. INDEMNIFICATION: You agree to defend WHY2, its parent, subsidiaries, affiliates and/or their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, business and promotional partners, operational service providers, suppliers, resellers and contractors (the "WHY2 Indemnified Parties") against any and all claims, demands and/or actions and indemnify and hold the WHY2 Indemnified Parties harmless from and against any and all losses, damages, costs and expenses (including reasonable attorneys' fees), resulting from any breach or violation of this EULA, infringement, misappropriation or any violation of the rights of any other party, violation or noncompliance with any law or regulation, the breach or violation of any term or condition of your Agreement with us, any use, alteration or export of the Software or otherwise in connection with this EULA. We reserve the right to assume, at our expense, the exclusive defense and control of any claims or actions and all negotiations for settlement or compromise, and you agree to fully cooperate with us upon our request.
 
  1. EXPORT RESTRICTIONS: WHY2 may be subject to certain export restrictions of the United States Government. If you are (a) in a country to which export from the United States is restricted for anti-terrorism reasons, or a national of any such country, wherever located, (b) in a country to which the United States has embargoed or restricted the export of goods or services, or a national of any such country, wherever located, or (c) a person or entity who has been prohibited from participating in United States export transactions by any agency of the United States Government, then you may not install, download, access, use, or license our Software. By accepting this License, you warrant and represent to WHY2 that (1) you do not match the criteria set forth in (a), (b), or (c) above, (2) that you will not export or re-export the Software to any country, person, or entity subject to U.S. export restrictions, including those persons and entities that match the criteria set forth in (a), (b), or (c) above, and (3) that neither the United States Bureau of Industry and Security, nor any other U.S. federal agency, has suspended, revoked, or denied your export privileges.
 
  1. ARBITRATION:  All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the State of Wyoming or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys' fees. Any such arbitration shall be conducted by an arbitrator experienced in software licensing and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after two years from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach.
 
  1. GOVERNING LAW AND INTERPRETATION: This EULA and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of Wyoming applicable to contracts wholly made and to be performed within the State of Wyoming.  You agree to irrevocably submit arbitration as specified in Section 17.  No amendment, modification, waiver or discharge of any provision of this EULA shall be valid unless made in writing and signed by an authorized representative of WHY2. No failure or delay by WHY2 to exercise any right or enforce any obligation shall impair or be construed as a waiver or on-going waiver of that or any or other right or power, unless made in writing and signed by WHY2. If any provision of this EULA is held to be illegal, invalid or unenforceable, the remaining provisions of this EULA shall be unimpaired and remain in full force and effect.
 
 
YOU ACKNOWLEDGE THAT YOU HAVE READ THE ENTIRE AGREEMENT, UNDERSTAND IT, ACKNOWLEDGE YOU ARE BOUND BY IT AND AGREE TO FULLY COMPLY WITH ALL OF ITS TERMS AND CONDITIONS.
This document was last modified on February 16, 2015 and is effective immediately.
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