END-USER LICENSE AGREEMENT
version 2.2 - 23rd March 2005
This end-user license agreement ('Agreement') is a legal
you, as either an individual or as a single business entity, and Dominion
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY
INSTALLING OR USING DWmail ('Software').
THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER
NOT SOLD TO YOU. BY DOWNLOADING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE
READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO
BE BOUND BY ITS TERMS. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF
THIS AGREEMENT, YOU NOT DOWNLOAD, PURCHASE OR USE THIS SOFTWARE. THIS
AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND DOMINION WEB DESIGN
CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY
PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD RELATING TO
a) Grant of License. Dominion Web Design hereby grants
to you, and you accept,
a limited, nonexclusive license to use the Software in machine-readable,
object code form only or in the software language PHP, and the user manuals
accompanying the Software ('Documentation'), only authorized in this Agreement.
For purposes of this Agreement, the Software includes any updates, enhancements,
modifications, revisions, or additions to the Software made by Dominion Web
Design and made available to end-users through Dominion Web Design's web site.
Notwithstanding the foregoing, Dominion Web Design shall be under no obligation
to provide any updates, enhancements, modifications, revisions, or additions to
b) Scope of Use. You may use one copy of the Software on
a single computer
owned, leased, or otherwise controlled by you, at a single time. If you have
multiple license keys for the Software, you may make and use as many copies
of the Software as you have license keys. For purposes of this Agreement,
"use" of the software means loading the Software into the temporary or
permanent memory of a computer. Installation of the Software on a network
server solely for distribution to other computers is not "use" of the Software,
and is permitted, as long as you have a license key for each computer to which
the Software is distributed. The Software may not be used on or distributed to
a greater number of computers than you have license keys. If you will use or
distribute the Software to multiple users, you must ensure that the number of
users does not exceed the number of license keys you have obtained, or you will
be in breach of this Agreement.
c) Copies and Modifications. You may not reverse engineer,
disassemble, or otherwise translate the Software or any license keys you have
obtained that are intentionally prohibited from modification. The Software
source code, excluding V-editor source code, may be modified at the license
holder's own risk.
You may make one copy of the Software, the Documentation,
and any license keys
that you have obtained, solely for backup or archival purposes.
All Dominion Web copyright notices within source code and
design templates must
remain visible. Source code copyright notices must remain unchanged. You may
remove the link back to the Dominion Web Design website from the publicly
displayed notice. At the minimum the public facing copyright text must say
"Powered by DWmail. Copyright (c) 2003-2005 Dominion Web".
Any such copies or modified copies of the Software, Documentation,
keys shall include any copyright or other proprietary notices that were included
on such materials when you first received them. Except as authorized in this
Section, no copies of the Software, Documentation, or license keys, or any
portions thereof, may be made by you or any person under your authority or control.
d) Assignment of Rights. You will not sublicense, lease,
rent, or lend your
rights in the Software, Documentation, or license keys, as granted by this
Agreement, with any third party. However, you may permanently assign your rights
in the Software, Documentation, and license keys, provided that the party to whom
you wish to assign such rights accepts the terms of this Agreement prior to the
assignment. Any attempted assignment of your rights under this Agreement to a
party who has not first accepted the terms of this Agreement will be invalid.
2) Intellectual Property and Confidentiality.
a) Use Reporting, License Violations and Remedies. Dominion
reserves the right to gather data on key usage including license key numbers,
server IP addresses and other information deemed relevant, to
ensure that our products are being used in accordance with the terms of this
End-User License Agreement. Dominion Web Design expressly prohibits simultaneous,
multiple installations of our licensed products without prior written approval.
Any unauthorized use shall be considered by Dominion Web Design to be a violation
of the End-User License Agreement. Dominion Web Design reserves the right to
remedy violations immediately upon discovery, by charging the then current list
price of unauthorized keys to the credit card used to make the original,
authorized purchase, or by any other means necessary.
b) Proprietary Rights. You acknowledge that the Software
and the Documentation are
proprietary to Dominion Web Design, and the Software and Documentation are protected
under United Kingdom of Great Britain and Northern Ireland copyright law and
international treaties. You further acknowledge and agree that, as between you
and Dominion Web Design, Dominion Web Design owns and shall continue to own all
right, title, and interest in and to the Software and Documentation, including
associated intellectual property rights under copyright, trade secret, patent,
or trademark laws. This Agreement does not grant you any ownership interest in or
to the Software or the Documentation, but only a limited right of use that is
revocable in accordance with the terms of this Agreement. Dominion Web Design has
the right to gather information regarding the use of the Software including but not
limited to IP address and admin email address to guarantee the proper use of the
Software as granted by this Agreement.
c) Confidentiality. You shall permit only authorized users,
who possess rightfully
obtained license keys, to use the Software or to view the Documentation. Except as
expressly authorized by this Agreement, you shall not make available the Software,
Documentation, or any license key to any third party. You will use your best efforts
to cooperate with and assist Dominion Web Design in identifying and preventing any
unauthorized use, copying, or disclosure of the Software, Documentation, or any
3) License Fees.
The Software will be available to you for use upon your
receipt of one or more
license keys. Upon acceptance of this Agreement, you may obtain one or
more license keys by paying the requisite license fees, using the procedure set
forth on Dominion Web Design's web site. The license fees paid by you are paid in
consideration of the license granted under this Agreement.
4) Term and Termination.
This Agreement is effective upon your acceptance of the
Agreement, or upon your
downloading, accessing, and using the Software, even if you have not expressly
accepted this Agreement. This Agreement shall continue in effect until
terminated. You may terminate this License Agreement at any time by: (i)
providing written notice of your decision to terminate the Agreement to Dominion
Web Design and (ii) either returning the Software, Documentation, all copies
thereof, and all license keys that you have obtained to Dominion Web Design or
destroying all such materials and providing written verification of such destruction
to Dominion Web Design. Dominion Web Design may terminate this License Agreement if
you breach any term of the Agreement by giving you written notice of your breach
and Dominion Web Design's decision to terminate the Agreement. Upon termination of
the Agreement by Dominion Web Design, you agree to either return to Dominion Web
Design the Software, Documentation, all copies thereof, and all license keys that
you have obtained, or to destroy all such materials and provide written verification
of such destruction to Dominion Web Design.
This software may contain libraries released under other
licenses. Those licenses
are contains with each library. Those libraries can be used in accordance with
the supplied licences. All other code not explicitly defined under another license
is governed by this Agreement.
a) by Dominion Web Design. Dominion Web Design will, at
its own expense, indemnify
and hold you harmless from and against any and all claims, actions, liabilities,
losses, damages, judgements, grants, costs, and expenses, including reasonable
attorneys' fees (collectively, "Claims"), to the extent that any such Claims are
based on an allegation that the Software infringes any United Kingdom patents,
copyrights, or trade secrets. Dominion Web Design's indemnification obligation
under this Section shall apply only if you notify provide Dominion Web Design
with written notification of such Claims within five (5) business days of your
receipt of notice of the Claims and if you provide any assistance and information
requested by Dominion Web Design in connection with the defense or settlement of
such Claims. Dominion Web Design shall have the exclusive right to control the
defence and settlement of any such Claims, and you shall have no authority to act
on Dominion Web Design's behalf in connection with the defense or settlement of any
Claims. Furthermore, Dominion Web Design's indemnification obligations under this
Section shall apply only if neither you nor any other party has altered or modified
the Software and the allegedly infringing nature of the Software is not caused by
use of the Software together with products or services provided by any other party.
This Section states the complete and entire liability of Dominion Web Design with
respect to intellectual property infringement claims relating to the Software.
b) by You. You will, at your own expense, indemnify and
hold Dominion Web Design,
and its subsidiaries and affiliates, and all officers, directors, and employees
thereof, harmless from and against any and all claims, actions, liabilities, losses,
damages, judgements, grants, costs, and expenses, including reasonable attorneys'
fees (collectively, "Claims"), arising out of any use of the Software by you, any
party related to you, or any party acting upon your authorization in a manner that
is not expressly authorized by this Agreement.
THIS SOFTWARE AND THE ACCOMPANYING FILES ARE PROVIDED "AS
IS" AND WITHOUT WARRANTIES
AS TO PERFORMANCE OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR
7) Limitation of Liability.
DOMINION WEB DESIGN'S CUMULATIVE LIABILITY TO YOU OR ANY
PARTY RELATED TO YOU FOR ANY
LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR
RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DOMINION WEB DESIGN'S
INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS, SHALL BE LIMITED TO THE AMOUNT OF
LICENSE FEES PAID TO DOMINION WEB DESIGN BY YOU UNDER THIS AGREEMENT. THIS LIMITATION
APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT
LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT
LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL DOMINION WEB DESIGN BE
LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF DOMINION WEB
DESIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the extent that your
jurisdiction does not allow the limitation or exclusion of liability for incidental or
consequential damages, this exclusion may not apply to you.
8) General Terms
a) Governing Law and Choice of Forum. This Agreement shall
be governed by and
interpreted in accordance with the laws of the England and Wales, without regard to the
conflicts of law rules thereof. Any claim or dispute arising in connection with
this Agreement shall have the exclusive jurisdiction of the courts of England and
Wales. To the maximum extent permitted by law, you hereby consent to the
jurisdiction and venue of such courts and waive any objections to the jurisdiction or
venue of such courts.
b) Severability. If any term or provision of this Agreement
is declared void or
unenforceable in a particular situation, by any judicial or administrative authority,
this declaration shall not affect the validity of enforceability of the remaining terms
and provisions hereof or the validity or enforceability of the offending term or
provision in any other situation.
c) Survival. Articles 2, 5, 6, 7, and 8 of this Agreement,
and all Sections thereof,
shall survive the termination of this Agreement, regardless of the cause for termination,
and shall remain valid and binding indefinitely.
d) Headings. The Article and Section headings contained
in this Agreement are
incorporated for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.
e) No Waiver. The failure of either party to enforce any
rights granted hereunder or
to take action against the other party in the event of any breach hereunder shall not
be deemed a waiver by that party as to subsequent enforcement of rights or subsequent
actions in the event of future breaches.
f) Taxes. You shall, in addition to the license fees required
under this Agreement,
pay all applicable sales, use, transfer, or other taxes and all duties, whether
international, national, state, or local, however designated, that are levied or imposed
by reason of the transaction contemplated under this Agreement, excluding income taxes
on the net profits of Dominion Web Design. You shall reimburse Dominion Web Design for
the amount of any such taxes or duties paid or incurred directly by Dominion Web Design
as a result of this transaction.