Evaluation Licensing and Licensing Agreement
The use of this Website (www.kosmoscentral.com) is governed by the policies, terms, and conditions set forth below. Please read them carefully as your use of this site, your placement of an order, or your submittable of any purchase order to KosmosCentral, LLC indicates acceptance of these terms and conditions.
You agree to be bound by and accept this agreement as applicable to your purchase of product(s) from www.kosmoscentral.com. These terms and conditions are subject to change without prior written notice at any time, in KosmosCentral LLC sole discretion.
IMPORTANT – Read Carefully.
Notice to User:
1. SOFTWARE LICENSE
(a) License Grant. Upon your acceptance of this Software License Agreement, Kosmos grants you a non-exclusive, non-transferable (except as provided below), limited license to install and use a copy of the Software on your compatible computer or web server, up to the Permitted Number of domains licensed. The Permitted Number of domains shall be delineated at such time as you elect to purchase the Software. During the evaluation period hereinafter defined, only a single user may install and use the software licensed for one domain. If you have licensed the Software as part of a suite of Kosmos software products (collectively, the “Suite”) and have not installed each product individually, then the Software License Agreement governs your use of all of the software included in the Suite. Kosmos reserves all other rights in and to the Software. (b) Backup and Archival Copies. You may make backup copies and archival copies of the Software, provided your backup and archival copies are not installed or used on any other website domain unless approved by Kosmos as a development domain or web server and further provided that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings that appear on or in the Software. You may not transfer the rights to a backup or archival copy. (c) Home Use. If the software has integration components needed for your local computer system. You, as the primary user of the Software, may also install the Software on one of your home computers for your use. (d) Title. Title to the Software is not transferred to you. Ownership of all copies of the Software and of copies made by you is vested in Kosmos, subject to the rights of use granted to you in this Software License Agreement. As between you and Kosmos, documents, files, or style sheets that are authored or created by you via your utilization of the Software, in accordance with its Documentation and the terms of this Software License Agreement, are your property. (e) Reverse Engineering. Except and to the limited extent as may be otherwise specifically provided by applicable law in the United States, you may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of the foregoing, except to the extent you may be expressly permitted to decompile under applicable law in the United States, if it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Kosmos to provide the information necessary to achieve such operability and Kosmos has not made such information available. Kosmos has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Kosmos or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software (f) Other Restrictions. You may not loan, rent, lease, sublicense, distribute or otherwise transfer all or any portion of the Software to third parties except to the limited extent set forth in Section 3 or otherwise expressly provided. You may not copy the Software except as expressly set forth above, and any copies that you are permitted to make pursuant to this Software License Agreement must contain the same copyright, patent and other intellectual property markings that appear on or in the Software. You may not modify, adapt or translate the Software. You may not, directly or indirectly, encumber or suffer to exist any lien or security interest on the Software; knowingly take any action that would cause the Software to be placed in the public domain; or use the Software in any computer environment not specified in this Software License Agreement. You will comply with applicable law and Kosmos’s instructions regarding the use of the Software. You agree to notify your employees and agents who may have access to the Software of the restrictions contained in this Software License Agreement and to ensure their compliance with these restrictions. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE SOFTWARE FOR YOUR INTENDED USE AND YOU WILL INDEMNIFY AND HOLD HARMLESS KOSMOS FROM ANY 3RD PARTY SUIT TO THE EXTENT BASED UPON THE ACCURACY AND ADEQUACY OF THE SOFTWARE IN YOUR USE.
2. INTELLECTUAL PROPERTY RIGHTS
Acknowledgment of Kosmos’s Rights. You acknowledge that the Software and any copies that you are authorized by Kosmos to make are the intellectual property of and are owned by Kosmos and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Kosmos and its suppliers. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. You acknowledge that Kosmos retains the ownership of all patents, copyrights, trade secrets, trademarks and other intellectual property rights pertaining to the Software, and that Kosmos’s ownership rights extend to any images, photographs, animations, videos, audio, music, text and “applets” incorporated into the Software and all accompanying printed materials. You will take no actions which adversely affect Kosmos’s intellectual property rights in the Software. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademark owners’ names. Trademarks may only be used to identify printed output produced by the Software, and such use of any trademark does not give you any right of ownership in that trademark. Except as expressly stated above, this Software License Agreement does not grant you any intellectual property rights in the Software. Notifications of claimed copyright infringement should be sent to Kosmos’s firstname.lastname@example.org.
3. LIMITED TRANSFER RIGHTS
Notwithstanding the foregoing, you may transfer all your rights to use the Software to another person or legal entity provided that: (a) you sold your domain to another party. (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Software License Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not-for-resale copies of the Software.
4. PRE-RELEASE AND EVALUATION PRODUCT ADDITIONAL TERMS
If the product you have received with this license is pre-commercial release or beta Software (“Pre-release Software”), then this Section applies. In addition, this section applies to all evaluation and/or demonstration copies of Kosmos software (“Evaluation Software”) and continues in effect until you purchase a license. To the extent that any provision in this section is in conflict with any other term or condition in this Software License Agreement, this section shall supersede such other term(s) and condition(s) with respect to the Pre-release and/or Evaluation Software, but only to the extent necessary to resolve the conflict. You acknowledge that the Pre-release Software is a pre-release version, does not represent final product from Kosmos, and may contain bugs, errors and other problems that could cause system or other failures and data loss. CONSEQUENTLY, THE PRE-RELEASE AND/OR EVALUATION SOFTWARE IS PROVIDED TO YOU “AS-IS” WITH NO WARRANTIES FOR USE OR PERFORMANCE, AND KOSMOS DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS TO YOU OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WHERE LEGALLY LIABILITY CANNOT BE EXCLUDED FOR PRE-RELEASE AND/OR EVALUATION SOFTWARE, BUT IT MAY BE LIMITED, KOSMOS’S LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY DOLLARS (USD $50) IN TOTAL. If the Evaluation Software has a time-out feature, then the software will cease operation after the conclusion of the designated evaluation period. Upon such expiration date, your license will expire unless otherwise extended. Access to any files created with the Evaluation Software is entirely at your risk. You acknowledge that Kosmos has not promised or guaranteed to you that Pre-release Software will be announced or made available to anyone in the future, that Kosmos has no express or implied obligation to you to announce or introduce the Pre-release Software, and that Kosmos may not introduce a product similar to or compatible with the Pre-release Software. Accordingly, you acknowledge that any research or development that you perform regarding the Pre-release Software or any product associated with the Pre-release Software is done entirely at your own risk. During the term of this Software License Agreement, if requested by Kosmos, you will provide feedback to Kosmos regarding testing and use of the Pre-release Software, including error or bug reports. If you have been provided the Pre-release Software pursuant to a separate written agreement, your use of the Software is governed by such agreement. You may not sublicense, lease, loan, rent, distribute or otherwise transfer the Pre-release Software. Upon receipt of a later unreleased version of the Pre-release Software or release by Kosmos of a publicly released commercial version of the Software, whether as a stand-alone product or as part of a larger product, you agree to return or destroy all earlier Pre-release Software received from Kosmos and to abide by the terms of the license agreement for any such later versions of the Pre-release Software.
5. WARRANTY AND LIMITATION OF LIABILITY
(a) No Warranties and Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE HARDWARE, SOFTWARE, DOCUMENTATION AND SERVICES, INCLUDING WARRANTIES OF NONINFRINGEMENT, MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. VENDOR DOES NOT WARRANT THAT THE HARDWARE, SOFTWARE, DOCUMENTATION OR SERVICES WILL MEET BUYER’S NEEDS OR BE FREE FROM ERRORS, OR THAT OPERATIONS WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMER ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED. MOST OF THE CODE INCLUDED IN OUR ONLINE SOFTWARE SOLD ON THIS SITE IS ENCRYPTED. THIS IS DONE TO PROTECT AGAINST FRAUD AND PIRATING AND TO REDUCE OUR OVERHEAD COSTS. PLEASE CONTACT US IF YOU HAVE ANY CONCERNS ABOUT PURCHASING. THERE ARE NO GUARANTEES THE SOFTWARE WILL WORK IF YOU HAVE INSTALLED THE SOFTWARE INCORRECTLY, HAVE NETWORK OR SERVER RELATED CONFIGURATION PROBLEMS, ARE USING THIRD PARTY MODULES NOT DEVELOPED BY KOSMOS OR HAVE CHANGED OR ADDED ANY CODE. KOSMOS SOFTWARE AND MODULES ARE NOT GUARANTEED TO WORK WITH SOFTWARE (ECOMMERCE, SHOPPING CART, CMS, ERP, POS, ACCOUNTING, BLOG, ETC) THAT HAS BEEN MODIFIED FROM ITS DEFAULT INSTALLATION AND SETTINGS. MODIFICATIONS INCLUDE ANY MODULES, DEVELOPMENT, CUSTOMIZATIONS, SETTINGS OR SOFTWARE THAT INTERACTS WITH OR MODIFIES ANY COMPONENT OF THE DEFAULT INSTALLATION OF SOFTWARE. MODIFICATIONS TO SOFTWARE’S DEFAULT INSTALLATION AND SETTINGS (INCLUDING MODULES) WHERE THE MODIFICATIONS COULD RESULT IN KOSMOS SOFTWARE AND MODULES FUNCTIONING IMPROPERLY WILL REQUIRE ADDITIONAL CHARGES TO CUSTOMIZE KOSMOS SOFTWARE AND MODULES TO WORK WITH THE SOFTWARE (ECOMMERCE, SHOPPING CART, CMS, ERP, POS, ACCOUNTING, BLOG, ETC).
(b) Software Version & Components.
Kosmos software, custom rules, coding and modules are valid for 30 days and only for the current version paid for. Upgrades & industry changes needed for the software will only be supported for the latest two stable releases. Kosmos Central does not guarantee that KOSMOS Software, Rules and Modules will work with:
• Other software versions older than two releases
• Software with a different set of add-on modules
• Software with a different skin
• Software that has been further customized or configured
6. TERM AND TERMINATION
All Service Cancellations require a 48 hours notice. This Software License Agreement may be terminated (a) by your giving Kosmos written notice of termination; or (b) by Kosmos, at its option, giving you written notice of termination if you commit a breach of this Software License Agreement and fail to cure such breach within ten (10) days after notice from Kosmos. In addition the Software License Agreement governing your use of a previous version that you have upgraded or updated of the Software is terminated upon your acceptance of the terms and conditions of the Software License Agreement accompanying such upgrade or update. Upon any termination of the Software License Agreement, you must cease all use of the Software that it governs, destroy all copies then in your possession or control and take such other actions as Kosmos may reasonably request to ensure that no copies of the Software remain in your possession or control.
7. RESTRICTED RIGHTS NOTICE AND EXPORT RESTRICTIONS
The Software was developed entirely at private expense and is commercial computer software provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government contractor or subcontractor is subject to the restrictions set forth in this Agreement and as provided in FAR 12.211 and 12.212 (48 C.F.R. §12.211 and 12.212) or DFARS 227. 7202 (48 C.F.R. §227-7202) as applicable. Consistent with the above as applicable, Commercial Computer Software and Commercial Computer Documentation licensed to U.S. government end users only as commercial items and only with those rights as are granted to all other end users under the terms and conditions set forth in this Software License Agreement. You may not use or otherwise export or re-export the Software or Documentation except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software or Documentation may not be exported or re-exported (i) into (or to a national or resident of) any U.S. embargoed country or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders. By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
8. GENERAL PROVISIONS
This Software License Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof, and supersedes all prior written and oral understandings of the parties with respect to the subject matter hereof. Any notice or other communication given under this Software License Agreement shall be in writing and shall have been properly given by either of us to the other if sent by certified or registered mail, return receipt requested, or by overnight courier to the address shown on Kosmos’s Web site for Kosmos and the address shown in Kosmos’s records for you, or such other address as the parties may designate by notice given in the manner set forth above. This Software License Agreement will bind and inure to the benefit of the parties and our respective heirs, personal and legal representatives, affiliates, successors and permitted assigns. The failure of either of us at any time to require performance of any provision hereof shall in no manner affect such party’s right at a later time to enforce the same or any other term of this Software License Agreement. This Software License Agreement may be amended only by a document in writing signed by both of us. In the event of a breach or threatened breach of this Software License Agreement by either party, the other shall have all applicable equitable as well as legal remedies. Each party is duly authorized and empowered to enter into and perform this Software License Agreement. If, for any reason, any provision of this Software License Agreement is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this Software License Agreement, and this Software License Agreement shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing terms and conditions.
9. SOFTWARE SERVICE RESOURCE USAGE
Client understands the Software can be used in a service model and utilizes system resources outside of a shared or dedicated hosting plan. The client has agreed to abide by all system resource usage policies as stated in this agreement and any future notifications.
10. LIMITATION OF LIABILITY; INDEMNIFICATION
Neither Party shall be liable to the other for special, indirect, INCIDENTAL, PUNITIVE, or consequential damages (INCLUDING ANY LOSS OF REVENUE, PROFIT, OR BUSINESS), incurred or suffered by the other arising out of, resulting from, or relating to the performance of the Work, whether in contract, tort, or otherwise, even if the other has been advised of such loss or damages. Client shall defend, indemnify, and hold Developer harmless from and against all liability, claims, demands, losses, damages, costs, or expenses (including, without limitation, reasonable attorneys’ fees and expenses) asserted against or incurred by Developer arising out of, resulting from, or relating to Client’s breach of this Agreement. DEVELOPER’S TOTAL LIABILITY UNDER THIS AGREEMENT REGARDLESS OF CAUSE OR THEORY OF RECOVERY SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO DEVELOPER PURSUANT TO THIS AGREEMENT.
You agree to supply appropriate payment for the services received from Kosmos Central, in advance of the time period during which such services are provided. You also agree to have your credit card on file charged for any services and custom work you solicit for Kosmos Central to perform. You cannot cancel payment on customization that has been completed and you agree to provide updated credit card information if your credit card is out of date. You agree that until and unless you notify Kosmos Central of your desire to cancel any recurring services in advance of the service being performed, those services will be billed on your credit card on a recurring basis.
All Service Cancellations require a 48 hours notice. Cancellations must be done in writing via email post to our support center. Once we receive your cancellation and have confirmed all necessary information with you via e-mail, we will inform you that your account has been canceled. At this time, your account with us has been canceled. If you do not hear back from us or receive an e-mail confirming this cancellation, please contact us immediately. As a client of Kosmos Central, it is your responsibility to ensure that your payment information is up to date, and that all invoices are paid on time. Kosmos Central provides a 10 day grace period from the time the invoice is due and when it must be paid. Any invoice that is overdue for 10 days and not paid will result in a $25 late fee and/or an account suspension until account balance has been paid in full. Invoices that have been paid more than once with multiple Subscriptions can only be added as credit towards the account and cannot be refunded. There are no refunds for pre purchased support and maintenance hours, whether used or unused. If you require assistance with this provision, please contact sales@KosmosCentral.com.