Software License Agreement

Under this Software License Agreement (the “Agreement”), Night Shift Apps (the “Vendor”) grants to the user (the “Licensee”) a non-exclusive license (the “License”) to use WP Facebook Pixel (the “Software”). Licensee may sell, lease, sublicense or distribute the Software for any fee or price to one and only one client or partner (the “Client”).  Upon sale, the License is transferred to the client and the client becomes the Licensee.

The Software is licensed under two parts.

  1. All of the PHP code and HTML are licensed under the GPLv3 or later found here: http://www.gnu.org/licenses/gpl.html
  2. All other files including but not limited to CSS, images, javascript and any other assets included with the software are licensed according to the license below.

 

  1. License
    1. “Software” includes the source code and any related printed, electronic and online documentation and any other files that may accompany the product not covered under another license described above.
    2. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.
    3. Software may be modified or used within one another body of work or WordPress site.  The Software, as-is or modified, remains subject to this License.
    4. This License is non-transferable, except to one client as described above.
    5. The Software may not be redistributed, beyond the sale to one client, as-is or modified.
    6. No part of this Software may be distributed as a new stand-alone item.
    7. The Vendor may have sourced some parts of the Software from third-party developers and a different license may apply to these portions of the Software.  If necessary, Vendor will indicate the components and the license which applies.
    8. Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
  2. License Fee
    1. The original purchase price paid by the Licensee will constitute the entire license fee and is the full consideration for this Agreement.
  3. Renewals
    1. Vendor automatically renews all subscriptions upon expiration.
    2. Renewals will be made for the same duration as the original purchase term (for example, a 1-month subscription will renew on a monthly basis, an annual subscription will renew annually, and so on).
    3. In general, renewals will be made for the full original price of the software except where special coupons are applied to the original order granting a reduction in renewal price.
    4. The licensee must inform Vendor of a cancellation request either by:
      1. email to info@nightshiftapps.com 14 day prior to the renewal date
      2. or via subscription cancellation from within user’s account prior to renewal.
  4. Limitation of Liability
    1. The Software is provided by the Vendor and accepted by the Licensee “as is”. Liability of the Vendor will be limited to a maximum of the original purchase price of the Software. The Vendor will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
    2. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
    3. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software, in general, is prone to bugs and flaws within an acceptable level as determined in the industry.
    4. The Vendor may remedy any non-conforming Software by providing a refund of the purchase price or, at the Vendor’s option, repair or replace any or all of the Software.
    5. Any refund provided under this section may be reduced where the Licensee has gained significant use and value from the Software. The reduction will be prorated over the anticipated life of the Software. The anticipated life of the Software is 30 days.
  5. Warrants and Representations
    1. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.
  6. Acceptance
    1. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance”) on the purchase of the software.
  7. Term
    1. The term of this Agreement will begin on Acceptance and is perpetual.
  8. Termination
    1. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement.
    2. On termination of this Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to the Vendor.
    3. The licensee may terminate the agreement at any time in accordance with Section 3d.
  9. Force Majeure
    1. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.
  10. Governing Law
    1. The Parties to this Agreement submit to the jurisdiction of the courts of the State of California for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the State of California.
  11. Miscellaneous
    1. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.
    2. This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
    3. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
    4. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
    5. This Agreement contains the entire agreement between the parties. All understandings have been included in this Agreement. Representations which may have been made by any party to this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties.
    6. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor’s successors and assigns.
  12. Notices
    1. All notices to the Vendor under this Agreement are to be provided at the following address:
      Night Shift Apps
      11762 De La Palma Rd., Suite 1-C458
      Corona, CA 92883