SWSOFT END-USER LICENSE AGREEMENT

This End-User License Agreement (this “Agreement”) is a legal contract between you, as either an individual or a single business entity, and SWsoft Inc (“SWsoft”).

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING THE PLESK SOFTWARE (the “Software”) OR OBTAINING A LICENSE KEY TO THE SOFTWARE OR USING THE SOFTWARE.

THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY DOWNLOADING THE SOFTWARE OR OBTAINING A LICENSE KEY TO 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 SHOULD CLICK THE “I DO NOT ACCEPT” BUTTON BELOW, TERMINATE THE DOWNLOAD PROCESS, AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN YOU AND SWSOFT CONCERNING THE SOFTWARE, AND THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH SWSOFT RELATING TO THE SOFTWARE.

1. License.

  1. Grant of License. SWsoft hereby grants to you, and you accept, a limited, nonexclusive license to use the Software in machine-readable, object code form only, and the user manuals accompanying the Software (the “Documentation”), only as authorized in this Agreement. For purposes of this Agreement, the “Software” includes any updates, enhancements, modifications, revisions, or additions to the Software made by SWsoft and made available to end-users through SWsoft’s web site. Notwithstanding the foregoing, SWsoft shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Software.
  2. Scope of Use. You may use one copy of the Software activated by a license key on a single server (virtual or physical) 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 server (virtual or physical) 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.
  3. Copies and Modifications. You may not reverse engineer, decompile, disassemble, or otherwise translate the Software or any license keys you have obtained. You may not modify or adapt the Software or any license keys that you have obtained in any way. You may make one copy of the Software, the Documentation, and any license keys that you have obtained, solely for backup or archival purposes. Any such copies of the Software, Documentation, or license 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.
  4. 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.

  1. Use Reporting, License Violations and Remedies. SWsoft reserves the right to gather data on key usage including license key numbers, server IP addresses, domain counts and other information deemed relevant, to ensure that our products are being used in accordance with the terms of this End-User License Agreement. SWsoft expressly prohibits simultaneous, multiple installations of our licensed products and domain count overrides without prior written approval. Any unauthorized use shall be considered by SWsoft to be a violation of the End-User License Agreement. SWsoft 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.
  2. Proprietary Rights. You acknowledge that the Software and the Documentation are proprietary to SWsoft, and the Software and Documentation are protected under United States copyright law and international treaties. You further acknowledge and agree that, as between you and SWsoft, SWsoft 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. SWsoft has the right to gather information regarding the use of the Software including but not limited to IP address, MAC address, and admin email address to guarantee the proper use of the Software as granted by this Agreement.
  3. Trademarks. Any and all trademarks or service marks that SWsoft uses in connection with the Software or with services rendered by SWsoft are marks owned by SWsoft. This Agreement does not grant you any right, license, or interest in such marks, and you shall not assert any right, license, or interest in such marks or any words or designs that are confusingly similar to such marks.
  4. 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 SWsoft in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.

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 SWsoft’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 SWsoft and (ii) either returning the Software, Documentation, all copies thereof, and all license keys that you have obtained to SWsoft or destroying all such materials and providing written verification of such destruction to SWsoft. SWsoft may terminate this License Agreement if you breach any term of the Agreement by giving you written notice of your breach and SWsoft’s decision to terminate the Agreement. Upon termination of the Agreement by SWsoft, you agree to either return to SWsoft 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 SWsoft.

5. Indemnification.

  1. By SWsoft. SWsoft 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 States patents, copyrights, or trade secrets. SWsoft’s indemnification obligation under this Section shall apply only if you notify provide SWsoft 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 SWsoft in connection with the defense or settlement of such Claims. SWsoft shall have the exclusive right to control the defense and settlement of any such Claims, and you shall have no authority to act on SWsoft’s behalf in connection with the defense or settlement of any Claims. Furthermore, SWsoft’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 SWsoft with respect to intellectual property infringement claims relating to the Software.
  2. By You.You will, at your own expense, indemnify and hold SWsoft, 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.

6. Limited Warranty.

THE SOFTWARE AND DOCUMENTATION ARE LICENSED “AS IS,” AND SWSOFT DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, SWSOFT EXPRESSLY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. EXCEPT FOR THIS LIMITED WARRANTY EXPRESSED IN THIS SECTION, YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.

7. Limitation of Liability.

SWSOFT’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, SWSOFT’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS, SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID TO SWSOFT 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 SWSOFT 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 SWSOFT 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.

  1. Governing Law and Choice of Forum. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Eastern District of Virginia. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. Amendment. Neither this Agreement nor any of the terms of this Agreement may be amended unless such amendment is set forth in writing and acknowledged by both parties.
  7. 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 SWsoft. You shall reimburse SWsoft for the amount of any such taxes or duties paid or incurred directly by SWsoft as a result of this transaction.
  8. United States Government Restricted Rights. The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. ยง52.227-19, as applicable.