Terms of Use
Terms of Use (Hereinafter referred to as ‘Agreement’ or ‘Terms of Use’)
END-USER LICENSE AGREEMENT (EULA)
THIS “END USER LICENSE AGREEMENT” (THE “EULA”) IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR LEGAL ENTITY OR ASSOCIATION INTENDING TO USE THE SOFTWARE (“YOU” OR “CUSTOMER”) AND PHPPENNYAUCTION / SCRIPTMATIX LTD. BY REGISTERING FOR THE SOFTWARE OR BY USING THE SOFTWARE, YOU REPRESENT, WARRANT, AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THE EULA. IF YOU DO NOT AGREE TO BE BOUND BY THE EULA, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THE EULA, YOU MAY NOT USE THE SOFTWARE.
DEFINITIONS
“Data” means the data stored in the Software.
“Domain Name” means an Internet domain name (e.g., sub.domain.com and domain.com).
“License Key” means the key that is used to activate the Software for use by Customer.
“PhpPennyAuction”, “Us” and “We” means Scriptmatix Ltd, its employees, representatives and contractors.
“Site” means phpPennyAuction.com.
“Software” means the software that accompanies this EULA.
“Solution” means the software package You choose to have delivered to You as part of the Software.
“Support and Maintenance” means the optional fee-based subscription that enables a Customer to receive access to support and new releases of and updates to the Software.
“Third Party Software” includes any third-party software that may be included with the Software.
1. GRANT OF LICENSE
1.1 License. Subject to the EULA and provided that you have a valid License Key, PhpPennyAuction grants You the revocable, non-exclusive, non-transferable, and non-sub licensable license to use the Software through Your Account.
1.2 Third Party Software. The Software may contain or be accompanied by Third Party Software that requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions may be requested from PhpPennyAuction and are made a part of and incorporated by reference into the EULA. By accepting the EULA, You are also accepting the additional terms and conditions, if any, set forth therein.
1.3 New Releases and Updates. You are entitled to use new releases of and updates to the Software only (i) if you elect to purchase a Support and Maintenance subscription and (ii) while your Support and Maintenance subscription remains active and in good standing. A Support and Maintenance subscription is optional and, subject to the terms of the EULA, You may use the Software without such a subscription and/or continue to use the Software after such subscription has expired. Any new releases of and updates to the Software you receive and are entitled to use pursuant to this Section 1.4 shall be included in the definition of “Software” hereunder and shall be governed by the terms of this EULA unless such new release or update is accompanied by a separate license, in which case the terms of that license will govern the Software and/or such new release or update. You may obtain new releases of and/or updates to the Software only from PhpPennyAuction or other sources authorized by PhpPennyAuction.
2. CONDITIONS AND LIMITATIONS
2.1 Number of Installations. You are permitted only one live, accessible installation of the Software. Each live installation of the Software can be accessed through one Domain Name only. If access to the installation is required through multiple Domain Names, additional license(s) are required.
2.2 No Time-Sharing, or Sub-Licensing. You shall not license, sublicense, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software available to any third party, other than as expressly permitted by the EULA.
2.3 No Unlawful Use or Objectionable Content. You shall not use the Software in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Software and its components or infringes on the rights of another party. You shall not modify, adapt or hack the Software, or otherwise attempt to gain unauthorized access to the Software or its related systems or networks. You undertake not to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. You will not reproduce, publish, or distribute content in connection with the Software that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. PhpPennyAuction offers no assurance that Your use of the Software under the terms of the EULA will not violate any law or regulation applicable to You.
2.4 Responsibility for Use. You must only install the Software and make the Software available for use on systems owned, leased, or controlled by You in such a way that You can guarantee compliance with the terms of the EULA. You assume all responsibility for any and all use of the Software, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Service. You are responsible for any accesses made to the Service.
2.5 Software Backup. You may make one copy the Software for back-up and archival purposes, provided that the original and the copy are kept in Your possession and that Your installation and use of the Software does not exceed that allowed in the EULA.
2.6 Data Backups. You assume all responsibility for all of Your Data and any backups thereof.
2.7 Unsolicited Email. You may not use the Software to send unsolicited email (“spam”) to anyone, including mailing lists which You have purchased.
2.8 Securing Your Authentication Details. You will ensure that all passwords and login credentials remain secure at all times for Your Accounts. If in the case that You suspect a security violation You also undertake to notify PhpPennyAuction immediately.
2.9 Handling Software. You shall not (a) reverse engineer, decompile, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Software, (b) use any Third Party Software independently of the Software, (c) copy, modify, or combine any part of the software included in the Software for use in software or applications outside of the Software. You obtain no rights to the Software except for the limited rights to use the Software expressly granted by the EULA.
2.10 Limited License. You acknowledge and agree that (i) the Software is the property of PhpPennyAuction and is licensed and not sold to You under the EULA and (ii) the Software uses, embodies, and contains confidential and proprietary information and technology of PhpPennyAuction and/or its licensors and embodies trade secrets and intellectual property of PhpPennyAuction and/or its licensors protected under United Kingdom copyright and other laws, and by international treaty provisions (collectively referred to as “PhpPennyAuction’s Intellectual Property Rights”). Your rights in the Software are strictly limited to those license rights expressly granted under Section 1.1 above, and PhpPennyAuction retains all rights not expressly granted herein. Without limiting the foregoing, PhpPennyAuction and/or its licensors retain all right, title, and interest in and to PhpPennyAuction’s Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto and (ii) all trade secrets, patents, copyrights and other intellectual property rights with respect to the Software. You further acknowledge that there are no implied licenses granted under the EULA.
2.11 Obtaining the Software. You shall not obtain copies of the Software though any means other than directly through the Site using your PhpPennyAuction customer account credentials. 2.12 Disrepute. You shall not commit any act likely to result in the disrepute or harming of interests of PhpPennyAuction’s name or the name of its third party suppliers, whether through explicit act or omission.
3. WARRANTIES AND INDEMNIFICATION
3.1 Disclaimer of Warranties. No Warranties. THE SOFTWARE AND THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. PHPPENNYAUCTION MAKES NO WARRANTY THAT (i) THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PHPPENNYAUCTION OR THROUGH OR FROM THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
3.2 Carrier Lines. YOU ACKNOWLEDGE THAT ACCESS TO THE SOFTWARE WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND PHPPENNYAUCTION’S CONTROL. PHPPENNYAUCTION ASSUMES NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
3.3 Unauthorized Access; Lost or Corrupt Data. PHPPENNYAUCTION IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO ANY DATA, FACILITIES, OR EQUIPMENT BY ANYONE USING THE SOFTWARE OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, CORRUPTION, LOSS, OR DESTRUCTION OF ANY DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SOFTWARE, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. PHPPENNYAUCTION IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH PHPPENNYAUCTION’S PROVISION OF THE SOFTWARE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. PhpPennyAuction shall not be held responsible for data hosted on its servers AND YOU ARE SOLELY responsibility FOR maintaining local copies of YOUR data and maintaining proper and sufficient insurance if coverage is required with respect to data loss.
3.4 Third-Party Sites and Service Providers. The Software may contain hyperlinks (including hyperlinked advertisements) to Internet web sites operated by third parties, or to materials or information made available by third parties. Such third parties may offer goods or services for sale to you. Such links do not constitute or imply PhpPennyAuction’s endorsement of such third parties, or of the content of their sites, the quality or efficacy of their goods or services, or their information privacy or security practices, and PhpPennyAuction has no responsibility for information, goods, or services offered or provided by such third parties, or for the manner in which they conduct their operations. Your use of third-party sites and the materials, goods, and services offered by them is entirely at your own risk, and is subject to the terms of use of the third parties operating or providing them. You should assume that any Internet page or other material that does not bear the PhpPennyAuction logo is provided by a third party.
3.5 Warranties Required By Applicable Law. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE YOU REGISTERED FOR THE SOFTWARE.
3.6 Limitation of Liability. IN NO EVENT SHALL PHPPENNYAUCTION BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF PHPPENNYAUCTION 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 OF ITS ESSENTIAL PURPOSE. PHPPENNYAUCTION’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE. The provisions of this section allocate the risks under the EULA between the parties, and the parties have relied on these limitations in determining whether to enter into the EULA AND HOW TO PRICE THE SOFTWARE. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THE SOFTWARE AND THE EULA.
3.7 Indemnification. You agree to indemnify, defend, and hold harmless PhpPennyAuction and other users of PhpPennyAuction services, and PhpPennyAuction’s and their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) Your use of the Software; (b) any content You create, transmit, or display while using the Software; (c) any breach by You of any representations, warranties, or agreements contained in the EULA; and (d) Your negligent or wilful misconduct.
3.8 Notification of Claim. In no event will a claim by brought by You unless the licensee has notified PhpPennyAuction of the claim within one year of it arising.
3.9 Infringement. If the Software becomes the subject of an infringement on another party’s copyright or intellectual property where the infringement has not arisen out of Your or a third party’s modification to the Software or use of the Software in combination with other products, PhpPennyAuction may remedy the infringement by (a) purchasing license to the infringing part of the Software or (b) replacing the infringing part of the Software or (c) refund any fees paid by the licensee for the Software.
4. TRADEMARKS AND PUBLICITY
4.1 Use of Names and Trademarks. While You remain licensed to use the Software, You may use PhpPennyAuction’s name or logos in order to identify Yourself as a customer. You shall not otherwise use PhpPennyAuction’s name or trademarks, unless written permission is obtained from PhpPennyAuction or otherwise set out in the EULA.
4.2 Disrepute. You shall not commit any act where the result of which is the likely disrepute or harming of interests of PhpPennyAuction’s name or the name of its third party vendors, whether through explicit act or omission.
4.3 Promotional Materials and Publicity. You authorize PhpPennyAuction to use Your name and trademarks in PhpPennyAuction’s promotional materials and for publicity purposes. You can opt-out at any time by writing to: info@phppennyauction.com.
5. CONFIDENTIALITY
5.1 Access to and Disclosure of Your Data. You grant PhpPennyAuction the right to access any or all of Your accounts in order to (a) respond to Your requests for technical support and (b) collect anonymized usage data (“Anonymized Usage Data”). PhpPennyAuction shall maintain reasonable administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your data. PhpPennyAuction will not disclose Your data to a third party unless compelled by law or court order or if You consent in writing to the disclosure.
5.2 Anonymized Usage Data. In consideration of PhpPennyAuction’s provision of a license to access and use the Software, You hereby transfer and assign to PhpPennyAuction all right, title, and interest in and to all Anonymized Usage Data that PhpPennyAuction makes from Your data pursuant to Section 5.1. You agree that PhpPennyAuction may use, disclose, market, license, and sell such Anonymized Usage Data for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof. 5.3. Privacy Policy. The privacy policy is available at http://www.phppennyauction.com/privacy/.
6. REFUNDS:
Once You have downloaded a Product from phpPennyAuction.com, or purchased a Product available for individual sale, we cannot offer a refund, which You are held responsible for understanding upon placing your order with phpPennyAuction.com. The reason for this policy is because we offer intangible irrevocable digital Products and as such, there is no way for our Products to be returned. As such, all license fees are non-refundable, including all renewal purchases, automatic or otherwise, where Products have been previously downloaded, and Your payment for a phpPennyAuction.com Product indicates Your acceptance of this provision. We strongly suggest using the Free Trial prior to purchase.
7. ASSUMPTION OF RISK:
You expressly agree that the use of any and all Products distributed by phpPennyAuction.com and available as part of the phpPennyAuction.com collection and website is done so solely at Your own risk.
phpPennyAuction.com does not warrant or guarantee that Products on phpPennyAuction.com are free from copyright or other intellectual property concerns.
8. ENFORCEABILITY:
The invalidity or unenforceability of any provision of this Agreement and Terms of Use will not affect the validity or enforceability of any other provision of this Agreement and Terms of Use. phpPennyAuction.com reserves the right to modify these Terms of Use at any time. phpPennyAuction.com also reserves the right to terminate this Agreement and Terms of Use without notice, if, in phpPennyAuction.com’s sole discretion, You fail to comply with any term of this Agreement and Terms of Use. Upon termination, You must destroy all content, materials and Products obtained from this Site, copies and related documentation thereof. In addition, phpPennyAuction.com reserves the right to terminate the Website, phpPennyAuction.com, without notice.
9. JURISDICTION:
This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of United Kingdom. Any claims shall be brought solely in the Federal District Court of the United Kingdom and you expressly consent to the exclusive jurisdiction of the federal courts of the United Kingdom. You consent to the service of any required notice or process upon You by registered mail or overnight courier to the address provided to phpPennyAuction.com with Your registration, as You may update from time to time, with proof of delivery.
10. LEGAL FEES:
You agree to reimburse phpPennyAuction.com for its legal fees, costs and disbursements if phpPennyAuction.com is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.
11. ENTIRE AGREEMENT:
You acknowledge that You have read this Agreement, understand it, had an opportunity to seek independent legal advice prior to agreeing to it, and agree to be bound by its terms and conditions. In consideration of phpPennyAuction.com agreeing to make available its Website and provide its Products, You agree to be bound by the terms and conditions of this Agreement. You further agree that this Agreement expresses the entire understanding and agreement between phpPennyAuction.com and You, and it is the complete and exclusive statement of the Agreement between You and phpPennyAuction.com, which supersedes any proposal or prior agreement, oral or written, and any other communication between You and phpPennyAuction.com relating to the subject of this Agreement. Further, You agree that placing this Agreement on the phpPennyAuction.com website shall serve as sufficient notification of phpPennyAuction.com’s Terms of Use/End-User License Agreement, which may be amended from time to time, and that any purchase on phpPennyAuction.com or any access to phpPennyAuction.com Products represents Your affirmative understanding and acceptance of this Agreement, any modifications or revisions to this Agreement, and all terms and conditions outlined herein. You also acknowledge that this Agreement supersedes, terminates, and otherwise renders null and void any and all prior or contemporaneous agreements or contracts, whether written or oral, entered into between You and phpPennyAuction.com with respect to the matters expressly set forth in this Agreement.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.
Please carefully read, review and be sure you understand our Terms of Use prior to downloading or using any of the materials or Products from phpPennyAuction. You should carefully read all of our terms and conditions as your purchase or use of any phpPennyAuction.com Product(s) or services and use of this Website and any materials or Products available herein identifies that you agree to the following Terms of Use and that you agree to be bound by these terms and conditions accordingly. If you do not agree to these terms then you should leave this Website immediately, not use any of the materials or Products available herein, and/or not subscribe to this service or purchase any product.
Please note that if you have any questions or concerns regarding these terms and conditions or any other aspect of the phpPennyAuction Website, you may contact our Sales department via the ‘Contact’ link on the home page of phpPennyAuction.com and we will be happy to assist you. We previously marketed this software with an auto bidding process installed as standard, and we marketed the software using phrases which suggested that the auto bidding feature could be used during auctions involving human (paying) participants to (a) increase the number of bidders, and (b) increase the bidding price, (c) prevent the site operator from making a loss on auction products. These statements were untrue and misleading. The auto bidding feature may only be used to test the functionality of the software, and NOT WHEN THE SITE IS LIVE. In particular, the auto bidding feature should be disabled before you invite any members of the public to participate in any auction.
END-USER LICENSE AGREEMENT (EULA)
THIS “END USER LICENSE AGREEMENT” (THE “EULA”) IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR LEGAL ENTITY OR ASSOCIATION INTENDING TO USE THE SOFTWARE (“YOU” OR “CUSTOMER”) AND PHPPENNYAUCTION / SCRIPTMATIX LTD. BY REGISTERING FOR THE SOFTWARE OR BY USING THE SOFTWARE, YOU REPRESENT, WARRANT, AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THE EULA. IF YOU DO NOT AGREE TO BE BOUND BY THE EULA, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THE EULA, YOU MAY NOT USE THE SOFTWARE.
DEFINITIONS
“Data” means the data stored in the Software.
“Domain Name” means an Internet domain name (e.g., sub.domain.com and domain.com).
“License Key” means the key that is used to activate the Software for use by Customer.
“PhpPennyAuction”, “Us” and “We” means Scriptmatix Ltd, its employees, representatives and contractors.
“Site” means phpPennyAuction.com.
“Software” means the software that accompanies this EULA.
“Solution” means the software package You choose to have delivered to You as part of the Software.
“Support and Maintenance” means the optional fee-based subscription that enables a Customer to receive access to support and new releases of and updates to the Software.
“Third Party Software” includes any third-party software that may be included with the Software.
1. GRANT OF LICENSE
1.1 License. Subject to the EULA and provided that you have a valid License Key, PhpPennyAuction grants You the revocable, non-exclusive, non-transferable, and non-sub licensable license to use the Software through Your Account.
1.2 Third Party Software. The Software may contain or be accompanied by Third Party Software that requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions may be requested from PhpPennyAuction and are made a part of and incorporated by reference into the EULA. By accepting the EULA, You are also accepting the additional terms and conditions, if any, set forth therein.
1.3 New Releases and Updates. You are entitled to use new releases of and updates to the Software only (i) if you elect to purchase a Support and Maintenance subscription and (ii) while your Support and Maintenance subscription remains active and in good standing. A Support and Maintenance subscription is optional and, subject to the terms of the EULA, You may use the Software without such a subscription and/or continue to use the Software after such subscription has expired. Any new releases of and updates to the Software you receive and are entitled to use pursuant to this Section 1.4 shall be included in the definition of “Software” hereunder and shall be governed by the terms of this EULA unless such new release or update is accompanied by a separate license, in which case the terms of that license will govern the Software and/or such new release or update. You may obtain new releases of and/or updates to the Software only from PhpPennyAuction or other sources authorized by PhpPennyAuction.
2. CONDITIONS AND LIMITATIONS
2.1 Number of Installations. You are permitted only one live, accessible installation of the Software. Each live installation of the Software can be accessed through one Domain Name only. If access to the installation is required through multiple Domain Names, additional license(s) are required.
2.2 No Time-Sharing, or Sub-Licensing. You shall not license, sublicense, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software available to any third party, other than as expressly permitted by the EULA.
2.3 No Unlawful Use or Objectionable Content. You shall not use the Software in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Software and its components or infringes on the rights of another party. You shall not modify, adapt or hack the Software, or otherwise attempt to gain unauthorized access to the Software or its related systems or networks. You undertake not to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. You will not reproduce, publish, or distribute content in connection with the Software that infringes any third party’s trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. PhpPennyAuction offers no assurance that Your use of the Software under the terms of the EULA will not violate any law or regulation applicable to You.
2.4 Responsibility for Use. You must only install the Software and make the Software available for use on systems owned, leased, or controlled by You in such a way that You can guarantee compliance with the terms of the EULA. You assume all responsibility for any and all use of the Software, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Service. You are responsible for any accesses made to the Service.
2.5 Software Backup. You may make one copy the Software for back-up and archival purposes, provided that the original and the copy are kept in Your possession and that Your installation and use of the Software does not exceed that allowed in the EULA.
2.6 Data Backups. You assume all responsibility for all of Your Data and any backups thereof.
2.7 Unsolicited Email. You may not use the Software to send unsolicited email (“spam”) to anyone, including mailing lists which You have purchased.
2.8 Securing Your Authentication Details. You will ensure that all passwords and login credentials remain secure at all times for Your Accounts. If in the case that You suspect a security violation You also undertake to notify PhpPennyAuction immediately.
2.9 Handling Software. You shall not (a) reverse engineer, decompile, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Software, (b) use any Third Party Software independently of the Software, (c) copy, modify, or combine any part of the software included in the Software for use in software or applications outside of the Software. You obtain no rights to the Software except for the limited rights to use the Software expressly granted by the EULA.
2.10 Limited License. You acknowledge and agree that (i) the Software is the property of PhpPennyAuction and is licensed and not sold to You under the EULA and (ii) the Software uses, embodies, and contains confidential and proprietary information and technology of PhpPennyAuction and/or its licensors and embodies trade secrets and intellectual property of PhpPennyAuction and/or its licensors protected under United Kingdom copyright and other laws, and by international treaty provisions (collectively referred to as “PhpPennyAuction’s Intellectual Property Rights”). Your rights in the Software are strictly limited to those license rights expressly granted under Section 1.1 above, and PhpPennyAuction retains all rights not expressly granted herein. Without limiting the foregoing, PhpPennyAuction and/or its licensors retain all right, title, and interest in and to PhpPennyAuction’s Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto and (ii) all trade secrets, patents, copyrights and other intellectual property rights with respect to the Software. You further acknowledge that there are no implied licenses granted under the EULA.
2.11 Obtaining the Software. You shall not obtain copies of the Software though any means other than directly through the Site using your PhpPennyAuction customer account credentials. 2.12 Disrepute. You shall not commit any act likely to result in the disrepute or harming of interests of PhpPennyAuction’s name or the name of its third party suppliers, whether through explicit act or omission.
3. WARRANTIES AND INDEMNIFICATION
3.1 Disclaimer of Warranties. No Warranties. THE SOFTWARE AND THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. PHPPENNYAUCTION MAKES NO WARRANTY THAT (i) THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PHPPENNYAUCTION OR THROUGH OR FROM THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
3.2 Carrier Lines. YOU ACKNOWLEDGE THAT ACCESS TO THE SOFTWARE WILL BE PROVIDED OVER VARIOUS FACILITIES AND COMMUNICATIONS LINES, AND INFORMATION WILL BE TRANSMITTED OVER LOCAL EXCHANGE AND INTERNET BACKBONE CARRIER LINES AND THROUGH ROUTERS, SWITCHES, AND OTHER DEVICES (COLLECTIVELY, “CARRIER LINES”) OWNED, MAINTAINED, AND SERVICED BY THIRD-PARTY CARRIERS, UTILITIES, INTERNET SERVICE PROVIDERS, ALL OF WHICH ARE BEYOND PHPPENNYAUCTION’S CONTROL. PHPPENNYAUCTION ASSUMES NO LIABILITY FOR OR RELATING TO THE INTEGRITY, PRIVACY, SECURITY, CONFIDENTIALITY, OR USE OF ANY INFORMATION WHILE IT IS TRANSMITTED ON THE CARRIER LINES, OR ANY DELAY, FAILURE, INTERRUPTION, INTERCEPTION, LOSS, TRANSMISSION, OR CORRUPTION OF ANY DATA OR OTHER INFORMATION ATTRIBUTABLE TO TRANSMISSION ON THE CARRIER LINES. USE OF THE CARRIER LINES IS SOLELY AT YOUR RISK AND IS SUBJECT TO ALL APPLICABLE LOCAL, STATE, NATIONAL, AND INTERNATIONAL LAWS.
3.3 Unauthorized Access; Lost or Corrupt Data. PHPPENNYAUCTION IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO ANY DATA, FACILITIES, OR EQUIPMENT BY ANYONE USING THE SOFTWARE OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, CORRUPTION, LOSS, OR DESTRUCTION OF ANY DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SOFTWARE, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. PHPPENNYAUCTION IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH PHPPENNYAUCTION’S PROVISION OF THE SOFTWARE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. PhpPennyAuction shall not be held responsible for data hosted on its servers AND YOU ARE SOLELY responsibility FOR maintaining local copies of YOUR data and maintaining proper and sufficient insurance if coverage is required with respect to data loss.
3.4 Third-Party Sites and Service Providers. The Software may contain hyperlinks (including hyperlinked advertisements) to Internet web sites operated by third parties, or to materials or information made available by third parties. Such third parties may offer goods or services for sale to you. Such links do not constitute or imply PhpPennyAuction’s endorsement of such third parties, or of the content of their sites, the quality or efficacy of their goods or services, or their information privacy or security practices, and PhpPennyAuction has no responsibility for information, goods, or services offered or provided by such third parties, or for the manner in which they conduct their operations. Your use of third-party sites and the materials, goods, and services offered by them is entirely at your own risk, and is subject to the terms of use of the third parties operating or providing them. You should assume that any Internet page or other material that does not bear the PhpPennyAuction logo is provided by a third party.
3.5 Warranties Required By Applicable Law. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE YOU REGISTERED FOR THE SOFTWARE.
3.6 Limitation of Liability. IN NO EVENT SHALL PHPPENNYAUCTION BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF PHPPENNYAUCTION 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 OF ITS ESSENTIAL PURPOSE. PHPPENNYAUCTION’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SOFTWARE. The provisions of this section allocate the risks under the EULA between the parties, and the parties have relied on these limitations in determining whether to enter into the EULA AND HOW TO PRICE THE SOFTWARE. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THE SOFTWARE AND THE EULA.
3.7 Indemnification. You agree to indemnify, defend, and hold harmless PhpPennyAuction and other users of PhpPennyAuction services, and PhpPennyAuction’s and their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) Your use of the Software; (b) any content You create, transmit, or display while using the Software; (c) any breach by You of any representations, warranties, or agreements contained in the EULA; and (d) Your negligent or wilful misconduct.
3.8 Notification of Claim. In no event will a claim by brought by You unless the licensee has notified PhpPennyAuction of the claim within one year of it arising.
3.9 Infringement. If the Software becomes the subject of an infringement on another party’s copyright or intellectual property where the infringement has not arisen out of Your or a third party’s modification to the Software or use of the Software in combination with other products, PhpPennyAuction may remedy the infringement by (a) purchasing license to the infringing part of the Software or (b) replacing the infringing part of the Software or (c) refund any fees paid by the licensee for the Software.
4. TRADEMARKS AND PUBLICITY
4.1 Use of Names and Trademarks. While You remain licensed to use the Software, You may use PhpPennyAuction’s name or logos in order to identify Yourself as a customer. You shall not otherwise use PhpPennyAuction’s name or trademarks, unless written permission is obtained from PhpPennyAuction or otherwise set out in the EULA.
4.2 Disrepute. You shall not commit any act where the result of which is the likely disrepute or harming of interests of PhpPennyAuction’s name or the name of its third party vendors, whether through explicit act or omission.
4.3 Promotional Materials and Publicity. You authorize PhpPennyAuction to use Your name and trademarks in PhpPennyAuction’s promotional materials and for publicity purposes. You can opt-out at any time by writing to: info@phppennyauction.com.
5. CONFIDENTIALITY
5.1 Access to and Disclosure of Your Data. You grant PhpPennyAuction the right to access any or all of Your accounts in order to (a) respond to Your requests for technical support and (b) collect anonymized usage data (“Anonymized Usage Data”). PhpPennyAuction shall maintain reasonable administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Your data. PhpPennyAuction will not disclose Your data to a third party unless compelled by law or court order or if You consent in writing to the disclosure.
5.2 Anonymized Usage Data. In consideration of PhpPennyAuction’s provision of a license to access and use the Software, You hereby transfer and assign to PhpPennyAuction all right, title, and interest in and to all Anonymized Usage Data that PhpPennyAuction makes from Your data pursuant to Section 5.1. You agree that PhpPennyAuction may use, disclose, market, license, and sell such Anonymized Usage Data for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof. 5.3. Privacy Policy. The privacy policy is available at http://www.phppennyauction.com/privacy/.
6. REFUNDS:
Once You have downloaded a Product from phpPennyAuction.com, or purchased a Product available for individual sale, we cannot offer a refund, which You are held responsible for understanding upon placing your order with phpPennyAuction.com. The reason for this policy is because we offer intangible irrevocable digital Products and as such, there is no way for our Products to be returned. As such, all license fees are non-refundable, including all renewal purchases, automatic or otherwise, where Products have been previously downloaded, and Your payment for a phpPennyAuction.com Product indicates Your acceptance of this provision. We strongly suggest using the Free Trial prior to purchase.
7. ASSUMPTION OF RISK:
You expressly agree that the use of any and all Products distributed by phpPennyAuction.com and available as part of the phpPennyAuction.com collection and website is done so solely at Your own risk.
phpPennyAuction.com does not warrant or guarantee that Products on phpPennyAuction.com are free from copyright or other intellectual property concerns.
8. ENFORCEABILITY:
The invalidity or unenforceability of any provision of this Agreement and Terms of Use will not affect the validity or enforceability of any other provision of this Agreement and Terms of Use. phpPennyAuction.com reserves the right to modify these Terms of Use at any time. phpPennyAuction.com also reserves the right to terminate this Agreement and Terms of Use without notice, if, in phpPennyAuction.com’s sole discretion, You fail to comply with any term of this Agreement and Terms of Use. Upon termination, You must destroy all content, materials and Products obtained from this Site, copies and related documentation thereof. In addition, phpPennyAuction.com reserves the right to terminate the Website, phpPennyAuction.com, without notice.
9. JURISDICTION:
This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of United Kingdom. Any claims shall be brought solely in the Federal District Court of the United Kingdom and you expressly consent to the exclusive jurisdiction of the federal courts of the United Kingdom. You consent to the service of any required notice or process upon You by registered mail or overnight courier to the address provided to phpPennyAuction.com with Your registration, as You may update from time to time, with proof of delivery.
10. LEGAL FEES:
You agree to reimburse phpPennyAuction.com for its legal fees, costs and disbursements if phpPennyAuction.com is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.
11. ENTIRE AGREEMENT:
You acknowledge that You have read this Agreement, understand it, had an opportunity to seek independent legal advice prior to agreeing to it, and agree to be bound by its terms and conditions. In consideration of phpPennyAuction.com agreeing to make available its Website and provide its Products, You agree to be bound by the terms and conditions of this Agreement. You further agree that this Agreement expresses the entire understanding and agreement between phpPennyAuction.com and You, and it is the complete and exclusive statement of the Agreement between You and phpPennyAuction.com, which supersedes any proposal or prior agreement, oral or written, and any other communication between You and phpPennyAuction.com relating to the subject of this Agreement. Further, You agree that placing this Agreement on the phpPennyAuction.com website shall serve as sufficient notification of phpPennyAuction.com’s Terms of Use/End-User License Agreement, which may be amended from time to time, and that any purchase on phpPennyAuction.com or any access to phpPennyAuction.com Products represents Your affirmative understanding and acceptance of this Agreement, any modifications or revisions to this Agreement, and all terms and conditions outlined herein. You also acknowledge that this Agreement supersedes, terminates, and otherwise renders null and void any and all prior or contemporaneous agreements or contracts, whether written or oral, entered into between You and phpPennyAuction.com with respect to the matters expressly set forth in this Agreement.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED.
We're so confident we are better than our rivals, we've put up an unbiased comparison so you can compare side-by-side what you get with us, versus the rest! 
