This License Agreement (“LA”) is a legal agreement between you (an individual or a legal entity) and AdvanDate, LLC (“AdvanDate”).
AdvanDate dating software packages include set of scripts, and may include associated media, printed materials, and “online” or electronic documentation, such as administration and installation manual and layout customization guidelines.
By purchasing, installing, copying, downloading, accessing or otherwise using ANY of the AdvanDate software packages, you agree to be bound by the terms of this License Agreement.
“Software Product” License
All and any of AdvanDate software packages are called “Software Product” here. The “Software Product” is protected by copyright laws of United States and International copyright treaties, trademark laws, and other intellectual property laws and treaties. AdvanDate retains copyright to the “Software Product”. The “Software Product” is licensed, not sold.
1. THIS LA GRANTS YOU THE FOLLOWING RIGHTS:
(a) Software Installation and Use.
AdvanDate hereby grants you a single license to use one copy of the “Software Product” in accordance with the terms and conditions of the LA. Any rights not expressly granted are reserved. This license authorizes you to install and use a single copy of the “Software Product” on a single domain name or IP address that you own and operate unless you purchase the Entrepreneur Package (Developer Package) in which case the license grants you unlimited installs on unlimited domains that you own and operate. In the event you decide to sell your site, the license allows you to transfer your one license to another one other party. Please notify AdvanDate, LLC of transfer so that we can update license records.
(b) Source Code Usage
This license prohibits selling, licensing, giving away, or otherwise distributing the source code for any of the scripts contained in “Software Product”, either in full or any sub-part thereof or any how modified. Nor may you use this source code, in full or any sub-part thereof, as part of another program that you either sell, license, give away, or otherwise distribute via any method. You may modify the source code to customize the “look and feel” and functionality of the “Software Product” for your personal usage on the licensed installation only.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
This LA shall continue in full force and effect in perpetuity unless terminated earlier in accordance with this or another section of this LA. This LA will terminate automatically if you breach any provision of it. In such event, you must destroy all copies of the “Software Product”, and all of its component parts and cease all further use of it. You agree that AdvanDate has the right to use any and all means necessary to enforce its rights if you are in material breach of this agreement, including but not limited to the right to repossess the software electronically by disabling it remotely over the Internet, and that termination will not entitle you to a refund of the purchase price or any other amounts paid under any circumstances whatsoever. Termination will have no effect on your obligation to safeguard and protect proprietary rights of AdvanDate, disclaimers and warranties, the Copyright Infringement section, or the Refund Policy.
(b) Enforcement Costs.
In the event that your breach of any provision of this LA is proved by a court of competent jurisdiction, you agree that you shall reimburse AdvanDate for all expenses related to the enforcement by AdvanDate of its legal rights under this agreement, including but not limited to its attorneys’ fees, court costs, administrative fees, and all other relevant costs, fees, and expenses incurred by AdvanDate that are associated with enforcing its legal rights under this Agreement.
(b) Third Parties.
Any third party or subsequent entity that purchases, installs, copies, downloads, accesses or otherwise uses the “Software Product”, as well as any third party or subsequent entity that views, copies, creates derivative works from, appropriates, or otherwise alters all or any part of the source code, whether on not such actions were performed legally and in accordance with the terms of this LA, shall be bound by the terms of this LA, as amended from time to time by AdvanDate and posted online by AdvanDate at its web sites. Performing any of the actions enumerated above shall constitute constructive agreement to be bound by the terms of this LA.
(d) Copyright Infringement.
For the purposes of this LA, copyright infringement includes the acts of selling, licensing, giving away, or otherwise distributing all or any part of the source code contained in this “Software Product”, or using all or any part of the source code to create derivative works. This does not include the selling of a website as whole as in the purchase of a company. Copyright infringement for purposes of this LA shall also include using all or any part of the source code of the “Software Product” as part of another program that you or any subsequent party either sells, licenses, gives away, or otherwise distributes via any method. Copyright infringement under this LA shall also include the act of appropriating any of the concepts, techniques, programming methods, or algorithms contained in the source code for the “Software Product” if the infringing party viewed or otherwise had access to the source code in any way, even if the source code of the infringing product has been modified or obfuscated so as to appear different from the source code of the “Software Product”. Access to the source code of the “Software Product” by the infringing party shall constitute proof of copyright infringement under this LA if any of the other conditions above have been satisfied.
You agree that, in order to maintain your ongoing license to use the “Software Product”, AdvanDate shall have the right to post reasonable amendments to this LA online from time to time at its web sites, and that you shall be bound by such amendments. Such amendments must be designed to protect the intellectual property rights of AdvanDate in the “Software Product” and may not impose additional or ongoing fees for using the “Software Product” other than those that you agreed to or that were in effect at the time that you licensed the “Software Product”. You agree that it shall be your responsibility to monitor the license agreement posted online and ensure ongoing compliance with its terms. If you disagree with any amendments posted under this section, your sole recourse shall be to terminate this license and your usage of the “Software Product”.
You agree to indemnify AdvanDate and to hold it harmless against all losses sustained by any third parties as a result of the terms of this LA, including but not limited to the right of AdvanDate to terminate this license under the provisions of section 2(d) above. You agree that You, and not AdvanDate, shall be responsible for reimbursing all third parties against any such losses. Such third parties may include your web hosting company, your ISP, your customers, your business partners, or any other party that is harmed in any way during the course of AdvanDate’ enforcement of its rights under this LA.
If the “Software Product” is an upgrade of a component of a package of software programs that you were granted a license for as a single product, the “Software Product” may be used and transferred only as part of that single product package and may not be separated for use on more than one computer, web server, or web site. You may use a single copy of the complete, upgraded “Software Product” on a single domain name or IP. You may not continue to use the original “Software Product” if you accept and use the upgraded “Software Product”.
AdvanDate provides upgrades for the “Software Product”. AdvanDate determines time frame of ‘Software Product’ upgrades provision and in accordance with delivery terms. You may choose to upgrade ‘Software Product’ or not to. AdvanDate provides upgrades to licensed ‘Software Product’ copy only and technically compatible with default ‘Software Product’ copy. Upgrades may not be technically compatible with modified copy of ‘Software Product”. New version of ‘Software Product’ is provided for licensed ‘Software Product” copy only and may be technically incompatible with older version. AdvanDate provides upgrades both within version or next version for the “Software Product” for free. However upgrade installation if requested may apply services fees.
AdvanDate offers free installations to customers that purchase the dating software. This free installation service is good for 60 days after purchase and includes one domain/site installation per customer. For those that purchase the unlimited license we will install your first one. Any additional installs you will have to install them yourself and we provide an install guide. If you would like AdvanDate to install the software after 60 days of purchase then a Installation Charge is applicable. Installation of any additional add-ons/plugins is not included in the free installation. This includes the White Label Dating and Scamalyze add-ons.
4a. DATING PROFILES
If you choose the package that contains the 20,000 starter profiles then you must use them as starter profiles. If you want the starter profiles then you must request installation of the profiles within 30 days of purchase otherwise you will have to install them yourself. Also, while they were real at one point they should be considered fake. AdvanDate, LLC is not responsible for any of the 20,000 profiles on your site.
4b. DATING AD NETWORK
You have 30 days to get your creatives to us to be included in the dating ad network banner rotation provided the network is not full. This is also based on supply. If the network is filled to capacity then you can be placed on waiting list. We do this to preserve the integrity of the network and the advertisers in it.
Except as noted below, all title and intellectual property rights in and to the “Software Product” (including but not limited to any source code, images, photographs, animations, and text incorporated into the “Software Product”), the accompanying printed materials, and any copies of the “Software Product”, are owned by AdvanDate. You may not copy the printed materials accompanying the “Software Product”. Any customization, translation, modification, or revision of the source code of the “Software Product” does not contain right to selling, licensing, giving away, or otherwise distributing such source code either in full or any sub-part thereof. The creation of derivative works based on or through the use of the source code of the “Software Product” is prohibited. All title and intellectual property rights in and to the content which may be accessed through use of the “Software Product” is the property of the respective content owner. This LA grants you no rights to use such content. All rights not expressly granted under this LA are reserved by AdvanDate.
(b) Your Responsibilities.
You agree to use due diligence to safeguard and protect the “Software Product” and all source code as the valuable trade secret and exclusive property of AdvanDate. You will at all times use due diligence to safeguard and protect all such confidential and proprietary information pertaining to the “Software Product”. You will ensure that all marks, notices or legends pertaining to the origin, identity or ownership of the “Software Product” remain intact and clearly legible. You specifically agree to indemnify AdvanDate for all losses that it may incur due to the theft of all or any part of the source code of the “Software Product” while in your possession.
6. PRODUCT SUPPORT.
AdvanDate provides support and technical assistance for all licensed copies of the ‘Software Product’ for as long as you are a valid customer.
7. ADVANDATE REQUIREMENTS AND HOSTING.
The current version of iCupid is 12.2 and requires MySQL version 5.5 and PHP version 5.6. AdvanDate may provide hosting to some customers. AdvanDate is not responsible for backing up your dating site including files, images and databases. We backup the server as a whole and therefore if you delete any files AdvanDate will not be able to recover your files, images or databases. AdvanDate recommends that you use the backup tool that is located in the cpanel of your hosting or use a 3rd party backup provider. AdvanDate also does not install 20,000 profiles on any AdvanDate hosting server. This is due to the amount of space that is required to install the 20,000 profiles. If you require the 20,000 profiles, be sure to use your own hosting.
8. PRICE & PAYMENT.
You agree to pay AdvanDate the applicable license fee determined by reference to AdvanDate’ published prices at the time the “Software Product” was ordered. Payment of the license fee entitles you to use the licensed program in accordance with this LA during the stated term.
Unless otherwise stated on AdvanDate’ invoice, the applicable fees are payable by you at full amount upfront. “Software Product” will be delivered to you as download link, e-mail attachments or via other Internet means after your payment is approved by payment processing company.
9. CONFLICT OF LAW PROVISIONS
This License Agreement is governed by the laws of United States and the state of Wyoming, USA. As additional consideration for the license granted to you in this LA, you agree that all disputes regarding this contract shall be governed solely and exclusively by the laws of United States, and that the agreement shall be deemed to have been made in United States. You further agree that any action relating to the terms and provisions of this LA shall be commenced in United States in any court of competent jurisdiction. In addition, by licensing the “Software Product” under this LA, you represent and warrant that you are legally authorized to and hereby do waive all claims to legal rights or protections under the laws of your state or country of domicile, or the laws of any other state or country other than United States, including but not limited to any applicable “consumer protection” laws, and to subject yourself under this LA to the laws of United States. Since this representation on your part is an essential element of the consideration necessary for AdvanDate to license the “Software Product” to you, should this representation prove to be incorrect, you hereby agree to reimburse AdvanDate for all losses incurred by AdvanDate as a result of this misrepresentation and for all expenses related to the enforcement by AdvanDate of its legal rights under this agreement, including but not limited to its attorneys’ fees, court costs, administrative fees, and all other costs, fees, and expenses incurred by AdvanDate that are associated with enforcing its legal rights under this Agreement.
This representation on your part, and the contractual provisions governing your breach of this representation, are basic contract provisions that are valid and enforceable under international treaties governing the law of contracts, as well as other laws and treaties.
10. DISCLAIMER OF WARRANTY
THIS SOFTWARE AND THE ACCOMPANYING FILES ARE LICENSED TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AdvanDate does not warrant that the functions of the “Software Product” will meet your requirements or that operation of the “Software Product” will be uninterrupted or error free. You assume all responsibility for selecting the “Software Product” to achieve your intended results, and for the use and results obtained from the “Software Product”. AdvanDate is not responsible if the “Software Product” does not operate on your server or computer. Should the Program prove defective, you and not AdvanDate assume the entire risk of using the program and the entire cost of any service and repair. Failure to install the program is not a valid reason for requesting a refund of the purchase price. This disclaimer of warranty constitutes an essential part of this agreement.
11. NO LIABILITY FOR CONSEQUENTIAL DAMAGES.
To the maximum extent permitted by applicable law, in no event shall AdvanDate be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if AdvanDate has been advised of the possibility of such damages. In any case, AdvanDate’ entire liability under any provision of this agreement shall be limited to the amount actually paid by you for the “Software Product”.
12. REFUND POLICY
THE ‘Software Product’ AND THE ACCOMPANYING FILES ARE LICENSED TO YOU “AS IS” AND WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ADVANDATE SOFTWARE COMES NO WARRANTY AND ALL SALES ARE FINAL. BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT THERE SHALL BE ABSOLUTELY NO REFUNDS FOR ANY REASON WHATSOEVER, INCLUDING FAILURE TO INSTALL THE PROGRAM, A CHANGE IN MARKET CONDITIONS, A CHANGE IN BUSINESS OR WEB SITE STRATEGY, A CLAIM THAT THE PRODUCT DOES NOT SUIT YOUR NEEDS OR IS NOT WHAT YOU EXPECTED, MODIFICATIONS OF THE SOURCE CODE IMPLEMENTED BY THE USER THAT ALTER THE FUNCTIONALITY OF THE “Software Product” OR THAT ARE NOT IN ACCORDANCE WITH THE DOCUMENTATION ACCOMPANYING THE SOFTWARE PRODUCT, THE UNAVAILABILITY OF ADVANDATE FOR CUSTOMIZATIONS TO THE SOFTWARE PRODUCT, OR FOR ANY OTHER REASON.
BY PURCHASING OR USING THE SOFTWARE PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE EXERCISED DUE DILIGENCE IN ASCERTAINING THAT THE “Software Product” WILL RUN ON YOUR WEB SERVER AND THAT IT WILL MEET YOUR NEEDS.
‘Software Product’ IS CONSIDERED AS ‘delivered’ ONLY AFTER YOUR PAYMENT IS APPROVED BY PAYMENT PROCESSING COMPANY AND ‘Software Product’ IS DELIVERED TO YOU AS DOWNLOAD LINK, EMAIL ATTACHMENT OR OTHER INTERNET MEANS. ONCE PRODUCT IS “DELIVERED” OR “INSTALLED”, YOU MAY NOT CLAIM ANY REFUND.
This document constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all other communications, whether written or oral. Any provision found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.
This License Agreement is effective upon checking the terms and conditions box and or (1) your signature, or (2) your use of the “Software Product” you agree that we need not sign this License Agreement in order for it to take effect.
AdvanDate reserves the right to change these terms and conditions without prior notification. Should you have any questions regarding our terms and conditions please email us at email@example.com.
Amended November, 8th, 2016