License Agreement

Effective Date: February 15, 2022

IMPORTANT: Please read this License Agreement (the “Agreement”) carefully before clicking the “I AGREE” button, downloading or using the ArgonDigital software product. By clicking the “I AGREE” button, downloading or using the Software, you are agreeing to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not click on the “I AGREE” button and do not download or use the Software.

This Agreement is an agreement between you, the legal entity or natural person who is being licensed to use the Software (“you” or “Licensee”), and Seilevel Partners, LP d/b/a ArgonDigital (“ArgonDigital”), a company incorporated under the laws of the United States of America.

Unless you have a different license agreement signed by ArgonDigital, your use of the Software indicates your acceptance of this Agreement and its terms.

1. Definitions.

“Documentation” refers to user manuals that describe the functions, operation, and use of the Software, and that ArgonDigital makes generally available to licensees of the Software, in electronic format.

“Error” means any material defect or malfunction in the Software that causes the Software not to conform in material respects with the Documentation.

“Software” means the object code form of the ArgonDigital software, related Documentation, and Updates.

“Support Services” refers to ArgonDigital’s standard support and maintenance services for the Software.

“Updates” are corrected or modified versions of the Software, including bug fixes, error corrections, patches, new releases, and updates to the Software.

2. License Grant and Restrictions.

License Grant. Subject to the terms and conditions of this Agreement, ArgonDigital grants Licensee a nonexclusive, nontransferable, limited license to install and use the Software, internally only, for productive business purposes with a single Magento installation plus any associated non-production environments.

License Restrictions. Licensee agrees that it will not (and will not permit any third party to) do any of the following: (i) transfer the Software, (ii) rent, lease, sublicense or otherwise distribute the Software, (iii) use (or permit the use of) the Software to process data in operation of a service bureau or for any third party, (iv) modify or translate the Software, (v) decompile, disassemble, or reverse engineer the Software in any form or by any means, except where applicable law permits it despite this limitation, or (vi) make any copies of or otherwise reproduce the Software; provided, however, that Licensee may create a reasonable number of additional copies of the Software solely for quality assurance, testing, and development in support of Licensee’s productive use. In addition, Licensee may make one copy of the Software solely for backup or archival purposes. Licensee will not alter, change or remove any proprietary notices or confidentiality legends placed on or contained within the Software.

No Other License. The Software is licensed and not sold. No use of the terms “sell” or “resell” in or in connection with this Agreement will be deemed to imply otherwise. All right, title, and interest in and to the Software, including all intellectual property and proprietary rights in connection with the Software, are and will remain with ArgonDigital. Except as expressly set forth in this Agreement, no rights or licenses in the Software are granted to Licensee by this Agreement.

3. Support Services for the Software.

Description of Support Services. Support Services include Updates made available by ArgonDigital from time to time and email support to respond to technical support requests related to Errors. Email support is provided during normal business hours (generally, 9:00 a.m. to 5:00 p.m. Central Time, Monday through Friday, excluding ArgonDigital holidays). All maintenance and support solutions, including Updates, constitute Software and are subject to this Agreement.

Renewal of Support Services. The initial year of Support Services is included in the license fee for the Software. Thereafter, and for so long as ArgonDigital offers Support Services, the Support Services will automatically renew annually through the subscription payment procedure made available through the Magento Marketplace. Licensee may elect to cancel Support Services at any time. An active subscription is required to access any and all Support Services.

Maintenance of Current Releases of the Software. ArgonDigital provides Support Services for the currently commercially released version of the Software as well as for the previously released version of the Software for a minimum period of six months following the general availability of the new release. After this period, ArgonDigital will have no obligation to support the prior release.

4. Fees and Payment.

License fees applicable to the Software are due and payable through the Magento Marketplace. License fees include the initial year of Support Services for the Software. Thereafter, fees for Support Services are due annually. Should Licensee elect to terminate the subscription via the Magento Marketplace, ArgonDigital will not provide Licensee with Updates or other Support Services.

5. Limited Warranty; Warranty Disclaimer.

ArgonDigital warrants to Licensee that the Software will perform substantially without Errors for a period of 60 days from the date on which the Software is made available for download through the Magento Marketplace (“Warranty Period”). If the Software fails to perform as warranted, and Licensee reports such failure in writing to ArgonDigital within the Warranty Period, ArgonDigital will correct or replace the Software as soon as practicable. If ArgonDigital is unable to do so, ArgonDigital will terminate this Agreement and, as Licensee’s sole and exclusive remedy, and ArgonDigital sole and exclusive liability, Licensee will be issued a refund for license fees paid for the Software. This warranty is void if the failure results from accident, abuse, misapplication, or the express negligence of Licensee, or if the Software is modified or altered by Licensee or anyone acting on its behalf. Any replacement Software will be warranted for the remainder of the Warranty Period or 30 days, whichever is longer.  THIS IS LICENSEE’S SOLE AND EXCLUSIVE REMEDY, AND ARGONDIGITAL’S SOLE AND EXCLUSIVE LIABILITY, FOR ANY WARRANTY FAILURE. ARGONDIGITAL DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 

6. Limitation of Liability.

Notwithstanding any other provision of this Agreement, ArgonDigital’s liability from any cause whatsoever, whether for breach of contract or other default, negligence, misrepresentation, or other contract or tort claim, is limited to the amount of any actual direct damages or loss, up to the license fee paid by Licensee for the Software. In no event will ArgonDigital be liable for any special, incidental, indirect, exemplary, punitive or consequential damages, including but not limited to those for business interruption, loss of profits, or loss of data even if ArgonDigital knew or should have known of the possibility of such damage. This limit also applies to any of ArgonDigital’s suppliers. It is the maximum for which ArgonDigital and its suppliers and licensors are collectively responsible.

7. Termination.

Licensee may terminate this Agreement at any time. ArgonDigital may terminate this Agreement upon 30 days’ written notice (for which email will suffice) if Licensee materially breaches this Agreement and fails to cure the breach within 30 days after delivery of the notice, and as otherwise set forth in this Agreement. Upon any termination, Licensee must cease to use the Software, remove all instances of the Software from any computer systems, and destroy all copies made by Licensee. The terms of any other Sections that by their nature are intended to extend beyond termination will survive termination of this Agreement for any reason.

8. Miscellaneous.

This Agreement will be governed exclusively by the laws of the State of Texas, without regard to its conflicts of laws rules. Any legal suit, action, or proceeding arising out of this Agreement or the license granted under it will be instituted exclusively in the Federal Courts of the United States or the courts of the State of Texas in each case located in the City of Austin and County of Travis, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address (which, in the case of ArgonDigital, is Seilevel Partners, LP d/b/a ArgonDigital, 3575 Far West Blvd, Suite #26544, Austin, Texas 78731) will be effective service of process for any suit, action, or other proceeding brought in any such court. If either party employs attorneys to enforce any rights arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs from the other party. If any provision of this Agreement is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. The Software may be subject to United States export control laws and export or import regulations in other countries. Licensee agrees to strictly comply with all such laws and regulations and acknowledges that Licensee has the responsibility to obtain such licenses to export, re-export, or import as may be required. Notwithstanding anything in this Agreement to the contrary, if Licensee provides suggestions, comments or other feedback (“Feedback”) to ArgonDigital with respect to the Software, ArgonDigital is free to use the Feedback for any purpose, without obligation. Licensee shall not sell, assign, transfer, or otherwise convey any of its rights or obligations under this Agreement without the advance written consent of ArgonDigital which may be withheld in its sole discretion. ArgonDigital may assign its rights or obligations under this Agreement in its sole discretion. This Agreement is the entire agreement between Licensee and ArgonDigital relating to the Software and Support Services, and supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the subject matter covered under it. No amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by an authorized representative of ArgonDigital.