SOFTWARE LICENSE AGREEMENT
Last Revised: September 30, 2020
This Software License Agreement («License Agreement») is an agreement between you or the entity you represent («you,» «your,» or «user») and SimpleCode, LLC, a limited liability company governed by the laws of the State of Delaware, USA («SimpleCode,» «we,» «our,» or «us»). SimpleCode owns and operates the desktop email client software called Scailer («Software»).
By downloading and installing the Software on your device, you agree to be bound by the terms and conditions of this Software License Agreement («License Agreement»). If you do not accept the terms and conditions of this License Agreement in their entirety, you may not download and install the Software on your device.
Grant of License. Subject to the terms and conditions of this License Agreement, SimpleCode grants you a worldwide, revocable, non-transferable, non-exclusive, and limited license to download, install and execute the Software with respect to either (a) any non-paying user accessing the Software for free as part of a free trial, solely for such user’s personal (i.e. non-commercial) or internal business use during the applicable trial period, (b) any paying individual user (i.e. not a company or other legal entity) accessing the Software through Home license, solely for such user’s personal use (i.e. non-commercial), or (c) paying user that is a company or other legal entity (either for profit or non-profit) and is accessing the Software through Business license solely for such user’s internal business purposes.
Free Updates Period and License Period. Each license entitles you to receiving free updates and new releases of the Software that are rolled out during the first year of the license. However, any updates and new releases of the Software rolled after the first year of the license will not be available to you unless the you purchase another license (the exception is the Lifetime License of the Software). Following the expiration of free updates period, you may use the latest version of the Software for an indefinite period of time. Notwithstanding the foregoing, if you purchase a Lifetime License, you will receive free updates during the whole lifetime of the Software.
License Key. When you buy a license, you will receive a license key. Each license key is a unique text linked to its user. This license key must be entered inside the Software during the installation process for the user to authenticate its license purchase.
Using Software on Several Devices. You may not use the same license key for activating the Software on two or several computers. Use of the Software on multiple computers requires a purchase of multiple licenses or a multi-license key (one key with several licenses in it).
Restricted Uses. The right granted to you in the present License Agreement is subject to the following restrictions:
- you shall not sell, transfer, or share your license key(s) to any third party;
- you shall not copy, modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Software;
- you shall not access the Software in order to build a similar or competitive software/service;
- you shall not impersonate other individuals or provide inaccurate information about yourself;
- you shall not represent an entity without its prior authorization to do so
- you shall not engage in anything unlawful, misleading, or fraudulent or for illegal or unauthorized purpose;
- you shall not violate or encourage others to violate laws, third party rights, this License Agreement;
- you shall not solicit any user to use another similar software/service for provision of a desktop mail client;
- you shall not upload, distribute, or transmit any computer viruses, worms, Trojan horses, malicious code, or any software intended to damage or alter a computer system or a mobile device or data;
- you shall not retrieve, index, «data mine,» or collect information or data of other users, including their email addresses, (e.g., using any harvesting bots, robots, spiders, or scrapers, site search/retrieval applications, or other manual or automatic devices);
- you shall not disable, overburden, impair, or otherwise interfere with servers or networks connected to the Software (e.g., a denial of service attack);
- you shall not attempt to gain unauthorized access to the Software or servers or networks connected to the Software (e.g., through password mining);
- you shall not restrict or inhibit any other user’s use of the Software, including, without limitation, by means of «hacking» or «cracking» or defacing any portion of the Software;
- you shall not transmit (1) any content, language, imagery, or information that is unlawful, fraudulent, threatening, harassing, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights; and (2) any material, non-public information about us without the authorization to do so; and
- interfere with another user’s use and enjoyment of the Software.
Violation of any of the above may be subject to termination of your license or suspension of your access to the Software.
Modifications/Updates. We reserve the right, at any time, to modify, update, suspend, or discontinue the operation of the Software or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, update, suspension, or discontinuance of operation of the Software or any part thereof. Any future release, update, or other addition to any of functionalities of the Software shall be subject to the terms and conditions of this License Agreement.
Ownership of Intellectual Property. We own all right, title and interest, including all related intellectual property rights, in and to the Software. The Software is licensed to you; this means that the Software is under no circumstances sold/transferred to you. Indeed, the present License Agreement does not convey to you any rights of ownership in or related to the Software. Our name, logo, and other names associated with the Software belong to us, and no license of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We reserve all rights not granted in this License Agreement.
No Warranty. THE SOFTWARE IS BEING DELIVERED TO YOU «AS IS» AND SIMPLECODE MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. SIMPLECODE AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SIMPLECODE AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
Indemnification. You agree to defend, indemnify and hold harmless SimpleCode and its employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use of the Software, or b) a breach of this License Agreement by you.
Limitation of Liability. In no event shall SimpleCode, nor its directors, employees, contractors, officers, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Website or Software; (ii) any conduct or content of any third party on the Software; (iii) any content obtained from the Software; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Force Majeure. Any delay or failure of SimpleCode to perform its obligations under this License Agreement will be excused if and to the extent that it was caused by an event or occurrence beyond SimpleCode’s reasonable control and without its fault or negligence («Force Majeure»). Force Majeure includes, but is not limited to, acts of God, actions by any government authority (whether valid or invalid), epidemics, pandemics, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, acts of terrorism, court injunction, or court order. If SimpleCode is claiming Force Majeure, SimpleCode must provide the user with written notice of such delay (including the anticipated duration of the delay) within ten days of the occurrence of Force Majeure.
Dispute Resolution. This License Agreement shall be exclusively governed by, and construed in all respects in accordance with the laws of the State of New Jersey, USA, without giving effect to the conflict of law principles thereof. Any controversy or claim arising out of or relating to this License Agreement or the breach of this License Agreement, which remains unsettled following diligent efforts by each party to reach a mutually acceptable resolution of such claim or controversy, shall be settled by arbitration administered by the American Arbitration Association and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Term & Termination. This License Agreement will come into effect on the day you purchase a license or start our free trial of the Software and will terminate when you remove the Software from your device(s) and stop using the Software.
No Waiver. Our failure to exercise or enforce any right or provision of this License Agreement shall not operate as a waiver of such right or provision.
Assignment. We may assign, transfer or otherwise dispose of this License Agreement in whole or in part or any of our rights hereunder in connection with a merger, acquisition, reorganization or sale of all or substantially all of our assets, or other operation of law, without your consent. The terms and conditions of this License Agreement shall be binding upon assignees.
Severability. If any provision of this License Agreement is, for any reason, held to be invalid, illegal, void or unenforceable, the remainder of the License Agreement, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.
Consent to Electronic Notices. You consent to the use of (a) electronic means to execute this License Agreement and to deliver any notices (including complaints) pursuant to this License Agreement, and (b) electronic records to store information related to this License Agreement or your use of the Software. Notices (including complaints) hereunder shall be invalid unless made in writing and given (a) by SimpleCode via email (to the email address that you provide), or (b) by you via email to firstname.lastname@example.org or to such other email addresses as SimpleCode may specify in writing. The date of receipt will be deemed the date on which such notice is transmitted.
Mailing Address: 304 Salem Court, Flemington, NJ 08822