Shrink Wrap Agreement
Document 4048B www.leaplaw.com
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SOFTWARE LICENSE AGREEMENT
Notice: The software accompanying this Agreement (the “Software”) should not be used
until this Agreement has been carefully read. This Agreement governs the terms and
conditions for licensing the Software from [NAME OF LICENSOR] (“Licensor”).
Breaking the seal on the Software indicates Licensee’s acceptance of the terms and
conditions provided in this Agreement. If Licensee does not agree with the terms and
conditions of this Agreement, Licensee should return the unopened Software together with
any other items in the package to the place of purchase within [NUMBER (__)] days
together with Licensee’s proof of purchase and Licensee’s money will be refunded.
1. Acknowledgment and Acceptance of Terms and Conditions. The Software is
provided to Licensee ("Licensee") under these terms and conditions of this Agreement
(“Terms”) and any operating rules or policies that may be published by Licensor. The Terms
comprise the entire agreement between Licensee and Licensor and supersede all prior
agreements between the parties regarding the subject matter contained herein. BREAKING THE
SEAL OF THE SHRINK WRAP ON THE SOFTWARE INDICATES LICENSEE’S
AGREEMENT TO BE BOUND BY ALL OF THE TERMS.
2. License and Certain Restrictions. Licensee is granted a non-exclusive license to use
one (1) copy of the Software only on one (1) single computer or desktop and one (1) single
terminal. Licensee may make a backup copy of the Software for exclusive use of the Licensee
and is not, under any conditions, allowed to make more than two (2) copies of the Software for
any purpose. The Software (including any images, icons, graphics, animations, video, audio,
music and tax incorporated into the Software) is protected by United States copyright laws.
Licensee may not make any backup copies except for backup use. Licensee may not provide
copies to any third party, or duplicate the Software by any other means, including electronic
transmission. Licensee may not copy the printed materials accompanying the Software, nor print
copies of any user documentation other than for Licensee use. The Software contains trade
secrets, and for protection purposes, the Software or any part thereof may not be decompiled,
reverse engineered, disassembled or otherwise reduced to a human-perceivable state. Licensee
may not modify, adopt, translate, rent, sublicense, assign, lease, loan, resell for profit, distribute
or network the Software, disk or related materials or create derivative works based upon the
Software or any part thereof.
3. Intellectual Property Rights. [NAME TRADEMARKS] are registered trademarks of
Licensor. Other brands or products are trademarks or registered trademarks of their respective
holders and should be treated accordingly.
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4. Updates. Licensor may update or otherwise revise the Software. Licensor, in its sole
discretion, may provide for free Software updates. However, certain revisions and updates in the
Software may be offered at additional costs to the Licensor. .
Licensor will not disclose to any third party Licensee's name or contact information. Licensor
will also not monitor, edit, or disclose the contents of a Licensee's information unless required to
do so by law or in the good faith belief that such action is necessary to: (i) conform to the edicts
of the law or comply with legal process served on Licensor; (ii) protect and defend the rights or
property of Licensor; or (iii) act under exigent circumstances to protect the personal safety of
Licensees or the public; and (iv) fix or debug problems with the Licensor software/service.
6. Disk Warranty. THE SOLE WARRANTY REGARDING THE SOFTWARE AND
RELATED MATERIALS IS THAT THE ORIGINAL DISK IS FREE FROM PHYSICAL
DEFECTS IN MATERIAL AND WORKMANSHIP, ASSUMING PROPER USE, FOR A
PERIOD OF [NUMBER (__)] DAYS FROM THE DATE OF PURCHASE (“INITIAL
TERM”). IF SUCH DEFECT OCCURS DURING THE INITIAL TERM, THE
DEFECTIVE DISK MAY BE RETURNED TO LICENSOR, ALONG WITH PROOF OF
PURCHASE. LICENSOR SHALL REPLACE THE DISK FREE OF CHARGE.
Licensee’s sole and exclusive remedy for any breach of representation or warranty is that
Licensor, at its option, either (a) refund Licensee’s payment for the Software upon return of the
Software, related materials and proof of purchase, or (b) will replace it on an exchange basis
without charge (except as provided above).
EXCEPT FOR THE EXPRESS WARRANTY OF THE ORIGINAL DISK SET FORTH
ABOVE, THE SOFTWARE IS PROVIDED “AS IS” AND LICENSOR EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
LICENSOR MAKES NO WARRANTY THAT THE SERVICE SHALL MEET
LICENSEE REQUIREMENTS, NOR DOES LICENSOR MAKE ANY WARRANTY AS TO
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO
LICENSEE. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN
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DURATION TO [NUMBER (__)] DAYS FROM THE DATE OF PURCHASE OF THE
SOFTWARE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS.
LICENSEE MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
7. Certain Limitations. Licensor has not control over Licensee’s use of the Software.
Licensor does not and cannot warrant the performance or results that may be obtained by its use.
Licensor does not represent, warrant or guarantee the accuracy and timeliness of the data
contained in the Software. Licensor has no liability of any kind whatsoever to the Licensee, or to
any third party, due to any inaccuracies or untimeliness of the data, or for any delay in reporting
such data contained in the Software. The Software is continually revised and updated and
therefore, information in the Software is only as of a particular date. Licensor does not warrant
that the operation of the Software will be uninterrupted or error free. Licensor is not responsible
for difficulties caused by accident, abuse, mishandling, alteration or improper use of the
Software. Licensor does not warrant or guarantee the suitability of the Software or that it will
meet Licensee’s needs or requirements.
8. Limitation of Liability. LICENSOR SHALL NOT BE LIABLE FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING
DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS AND THE LIKE), WHETHER
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ITS REPRESENTATIVES HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY
SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
LICENSOR’S TOTAL LIABILITY UNDER THIS AGREEMENT FOR ACTUAL DAMAGES
FOR ANY CAUSE WHATSOEVER AND WILL BE LIMITED TO THE AMOUNT PAID BY
THE LICENSEE FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE
LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES THEREFORE, SOME OF THE ABOVE LIMITATIONS MAY NOT BE
APPLICABLE TO LICENSEE.
9. No Resale. Licensee agrees not to resell the Software, without the express written
consent of Licensor.
10. Storage and Other Limitations. Licensor retains the right, at Licensor's sole
discretion, to determine whether or not Licensee's conduct is consistent with the Terms.
11. Indemnification. Licensee agrees to indemnify and hold Licensor, parents, subsidiaries,
affiliates, officers and employees, harmless from any claim or demand, including reasonable
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attorneys' fees, made by any third party due to or arising out of Licensee's use of the Software,
the violation of this Terms by Licensee, or the infringement by Licensee, or other user of the
Software using Licensee's computer, of any intellectual property or other right of any person or
12. Governing Laws. The Terms shall be governed by and construed in accordance with the
laws of the [STATE], without reference to choice of law principles), except as to copyright and
trademark matters, which are covered by Federal laws.
Licensee and Licensor agree to submit to the exclusive jurisdiction of the courts of the
[STATE]. If any provision(s) of the Terms is held by a court of competent jurisdiction to be
contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the
intentions of the parties with the other provisions remaining in full force and effect.
Licensor's failure to exercise or enforce any right or provision of the Terms shall not
constitute a waiver of such right or provision unless acknowledged and agreed to by Licensor in
Licensee and Licensor agree that any cause of action arising out of or related to this
Service must commence within one (1) year after the cause of action arose; otherwise, such
cause of action is permanently barred. The section titles in the Terms are solely used for the
convenience of the parties and have no legal or contractual significance.
13. Miscellaneous. Licensee acknowledges that (a) Licensor has relied upon its agreement
to be bound by the Terms of this Agreement; (b) that it has read, understood, and has agreed to
be bound by the Terms of this Agreement, and hereby affirm acceptance of those Terms, (c) that
this Agreement constitutes the complete statement of the agreement between the parties, and (d)
that there are no prior or contemporaneous promises, representations or descriptions regarding
the Software. The Licensee further acknowledges that the agents, employees, distributors and
dealers of the Licensor are not authorized to make modifications to this Agreement, or to make
any additional representations, commitments, or warranties binding on Licensor. Accordingly,
additional statements such as dealer or other advertising or presentations, whether oral or written,
do not constitute representations or warranties made by Licensor and should not be relied upon
by Licensee. This Agreement may be modified only in writing between the Licensee and
Licensor. If any provision of this Agreement is held to be invalid or unenforceable under
applicable law, it is to that extent, deemed omitted and the remaining provisions will continue in
full force and effect.
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