1. SOFTWARE

The term "SOFTWARE" as used in this License shall mean the MERCHANDIZER E-Commerce Software via a web server and web browser and includes all active and non active components, scripts, features, HTML and ASP pages, and any other developments of the software. Additional components of the entire offering such as manuals, FAQ's, forum, and knowledge base are considered inclusive to the software by this document.

2. RIGHTS GRANTED

1. LICENSEE agrees to abide by the terms of this license.
2. LICENSEE is any user, hosting company, or VAR or any other person or company who use the software, or maintain a lease or Charter or host the software.
3. HIPHIP hereby grants to the LICENSEE, a non-exclusive, non-transferable license for as long as you comply with the terms of this license and your account remains paid up to date and active.
4. Use of the SOFTWARE shall be defined for the purposes of this license as operated through a web browser while the software remains resident on a server designated by HIPHIP.
5. Title to and ownership of the SOFTWARE and all intellectual property rights therein shall at all times remain the property of HIPHIP.
6. LICENSEE shall have no right to transfer, rent, lease, lend or assign this license.
7. LICENSEE may not physically transfer the Software from one computer to another, and may not load the Software on a network server and/or Internet server. Transfer of the software will only be performed by an authorized employee of HIPHIP.
8. Upgrades will be made available for the LICENSEE by HIPHIP. HIPHIP hasn't an obligation of frequency of the upgrade availability, new functions, or any other characteristics of Software.
9. Hosting specific: If you are hosting MerchandiZer software on your network server or Internet Server, you agree to allow full non-revocable administrative rights to authorized developers at HIPHIP. If at any time the HIPHIP staff needs to access your server for maintenance, routine check, or upgrade of the software, there must be no restrictions to doing so.

3. COPYRIGHT

1. LICENSEE acknowledges that the SOFTWARE is protected by copyright. Pursuant to relevant national and international copyright laws, LICENSEE may not copy, photocopy, reproduce, translate, modify, adapt or create derivative works based on the SOFTWARE or Documentation or any portion thereof.
2. LICENSEE will use its best efforts to reproduce and preserve HIPHIP's copyright notices and copyrights in the SOFTWARE and will promptly report to HIPHIP any apparent infringement of such copyright that comes to the attention of LICENSEE. LICENSEE shall not make a copy or copies of the Software or source code or any part thereof available to any third party, nor allow any other person acting on LICENSEE'S behalf to do so. LICENSEE will be held legally responsible for any copyright infringement which is caused or made possible by LICENSEE'S failure to abide by the terms of this Agreement.

4 . PROPRIETARY INFORMATION & TRADE SECRETS

1. LICENSEE recognizes and understands that the SOFTWARE, Documentation and all other materials and knowledge included in the use of Merchandizer and related thereto are the property of HIPHIP.
2. SOFTWARE and materials may contain confidential and proprietary information and trade secrets. LICENSEE agrees not to disclose such information to any third party other than authorized HIPHIP employees or authorized agents without HIPHIP's prior written consent. This obligation of confidentiality includes any confidential information which is obtained by LICENSEE as a result of any analysis or decompilation permitted under Articles 5(3) and 6 of the EU Software Directive (91/250/EEC). LICENSEE acknowledges that, as between HIPHIP and LICENSEE, the SOFTWARE and its Documentation and all copyrights, trade secret rights and other intellectual property rights with respect thereto, are and will at all times be the property of HIPHIP. LICENSEE agrees not to cause or permit any attempts to determine the source code of the SOFTWARE, including but not limited to reverse engineering, disassembly or decompilation of the SOFTWARE, except as permitted by Article 6 of the EU Software Directive, and agrees not to cause or permit any modification, adaptation or reprogramming of the SOFTWARE.
3. LICENSEE agrees to not create a similar product, or to program, develop, or commercially exploit a competitive or similar product for a period of 2 (two) years from initial use of the SOFTWARE regardless of the date LICENSEE initiated development.  All derivative works by the LICENSEE for the period of 2 (two) years shall be deemed the property of HIPHIP, and LICENSEE will not be eligible for a refund of License or Charter fees. LICENSEE hereby grants, assigns and will deliver to HIPHIP, LICENSEE'S entire right, title, and interest. The obligations of this paragraph shall survive the expiration or termination of this Agreement.

5. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

HIPHIP DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. ANY OTHER SOFTWARE AND ANY HARDWARE FURNISHED WITH OR ACCOMPANYING THE SOFTWARE IS NOT WARRANTED BY HIPHIP. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER TYPE, WHETHER EXPRESS OR IMPLIED, AND TO ANY REMEDY AGAINST HIPHIP AND/OR ITS LICENSORS, WHETHER IN CONTRACT, TORT OR OTHERWISE. HIPHIP'S SOLE OBLIGATION OR LIABILITY SHALL BE THAT HIPHIP SHALL CORRECT MERCHANDIZER SO THAT IT OPERATES ACCORDING TO THE SPECIFICATIONS. THIS WARRANTY SHALL NOT APPLY TO MERCHANDIZER IF MODIFIED BY ANYONE UNAUTHORIZED TO MODIFY MERCHANDIZER CODE OR IF USED IMPROPERLY. LICENSEE AGREES THAT NEITHER HIPHIP NOR ITS EMPLOYEES, MANAGEMENT OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, LOSS OF ANTICIPATED PROFIT, REVENUE, DATA OR USE) INCURRED BY LICENSEE OR ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF USE OF THE SOFTWARE, EVEN IF HIPHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. TERMINATION OF LICENSE

1. This license will terminate automatically if the LICENSEE fails to comply with any provision of this license or becomes delinquent with payments. In the event of termination of the license, LICENSEE agrees to immediately cease using the SOFTWARE. This requirement will apply to all copies in any form, whether partial or complete, and whether or not modified or merged into other program materials.
2. Except in cases of serious or irremediable breach, HIPHIP will give LICENSEE notice of the breach and a reasonable opportunity to cure such breach before the license is terminated.
3. This license will terminate automatically if the LICENSEE uploads content to HIPHIP servers that are unlawful, illegal, pornographic, injurious, or any other content that HIPHIP deems unsuitable.
4. HIPHIP reserves the right to terminate use by any LICENSEE, for behavior that HIPHIP deems injurious to the servers, the company, the software, or to the general public. Behavior that is considered injurious includes but is not limited to: Email Spamming (the sending of bulk unsolicited email), displays of pornography, vending of illegal narcotics or devices intended for use with them, vending of guns or other harmful instruments, devices, or literature, and any other behavior that HIPHIP deems to be harmful.

7. GOVERNING LAW

It is agreed that this License Agreement will be interpreted and construed according to the laws of Florida in the county of Miami-Dade, in the United States of America. Should any portion of this License be judicially held to be invalid, unenforceable or void, then such holding shall not invalidate the remainder of this license or any other part thereof.

8. EXPORT CONTROLS AND U.S. GOVERNMENT RESTRICTED RIGHTS

1. LICENSEE agrees that LICENSEE will not directly or indirectly transfer the Software or Documentation to any country to which such transfer would be prohibited by any applicable export control law.
2. Distribution and use of the Software and derivative works thereof to and by the United States Government are subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 252.227-7013. Software described or referenced in this License are commercial computer software programs developed at private expense. Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in FAR 52.227-19 (c)(2), the applicable provisions of the DoD FAR supplement 252.227-7013 subdivision (a)(15) or (a)(17) or similar regulations of other United States Federal agencies.

9. REVISIONS

HIPHIP may amend this license at any time by posting the amended terms on this site. The amendments shall automatically be effective 30 days after they are initially posted on the Merchandizer web site (www.merchandizer.com). This license may not be otherwise amended.

10. NOTICE

1. The use of illegally obtained registration information (for example, password or registration) can produce unpredictable results and cause damage to your computer and/or its contents. The use of anything other than a legal registration code is a crime, and is punishable both criminally and civilly. HIPHIP will aggressively prosecute anyone attempting to misuse illegally obtained copyright and registration data. HIPHIP tracks every session this software produces, and will use all means available to it to prosecute persons attempting such fraud and/or theft.
2. HIPHIP considers the tampering of source code extremely serious and will positively prosecute any party who has tampered with the MerchandiZer source code. ANY AND ALL MODIFICATIONS, CUSTOMIZATION, OR ANY OTHER ADJUSTMENTS of the SOFTWARE WILL BE PERFORMED BY AUTHORIZED HIPHIP STAFF ONLY. Decompilation, or any other tampering with the source code will result in immediate legal proceedings.

11. ACKNOWLEDGMENT

By using the Software, LICENSEE acknowledges that they have read this License in full, fully understood its terms and agrees to be bound thereby. This License contains the complete and exclusive agreement between the parties and supercedes all proposals or prior agreements, oral or written, and any other communications between the parties relating to the subject matter of this Agreement.

To Home Page     To Signup Form