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Software Evaluation Download Agreement
ENTERPRISE LICENSE AGREEMENT FOR EVALUATION OF MAILSHELL SOFTWARE This Mailshell Enterprise License Agreement ("ELA") is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this ELA as "Customer" and Gozoom.com, Inc. d/b/a Mailshell Corporation ("Mailshell"). This agreement grants Customer a license of a certain Mailshell software product, including any associated media printed materials and electronic documentation (the "Software Product"). The Software Product also includes any software updates, add-on components, web services and/or supplements that Mailshell may provide. By installing, copying, downloading, accessing or otherwise using the Software Product, Customer agrees to be bound by the terms of this ELA. If Customer does not agree to the terms of this ELA, do not install, access or use the Software Product SOFTWARE PRODUCT LICENSE The Software Product is protected by intellectual property laws and treaties. The Software Product is licensed, not sold. 1. GRANT OF LICENSE. This Section of the ELA describes Customer's general rights to install and use the Software Product for an evaluation period of thirty (30) calendar days as described below. Further, this license is valid only as to the number of Users or other Unit(s) of measure as specified on Customer's valid receipt for payment in full of the price of this License (the "Receipt") only. 1.1 Evaluation License Grant to Install and Use Software Product. Customer may install and use the Software Product on a its network and/or other device, for the sole purpose of filtering email. A license for the Software Product may not be shared with any other party, individual, enterprise or organization. Customer may install a copy of the Software Product on its storage devices, such as a network server, and allow individuals within Customer's business or enterprise to access and use the Software Product from other Devices over a private network. Customer agrees to restrict access to the Software Product and its functionality to individuals counted as "users" in Section 1 above. 1.2 Evaluation License Term and Renewals. The initial evaluation period begins on the date Customer first activates Customer's copy of the Software Product and ends thirty (30) calendar days thereafter. Customer cannot use the Software Product after Customer's subscription expires unless Customer renews or extends Customer's subscription. All the terms and conditions of this ELA will continue to apply during any subsequent renewal periods unless otherwise specified. 1.3 Reservation of Rights. Mailshell reserves all rights not expressly granted. 2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. 2.1 Copy Protection. The Software Product may include copy protection technology to prevent the unauthorized copying of the Software Product or may require original media for use of the Software Product on the Device. It is illegal to make unauthorized copies of the Software Product or to circumvent any copy protection technology included in the Software Product. 2.2 Limitations on Reverse Engineering, Decompilation, and Disassembly. Customer may not reverse engineer, decompile, or disassemble the Software Product. 2.3 Separation of Component Parts. The Software Product is licensed as a single product. Its component parts may not be separated for use unless expressly permitted by this ELA. 2.4 Trademarks. This ELA does not grant Customer any rights in connection with any trademarks or service marks of Mailshell. 2.5 No rental, leasing or commercial hosting. Customer may not rent, lease, lend or provide commercial hosting services to third parties with the Software Product unless expressly permitted by this agreement. 2.6 Support Services. Mailshell, or a partner designated by Mailshell, may provide Customer with support services related to the Software Product ("Support Services"). Any supplemental software code provided to Customer as part of the Support Services are considered part of the Software Product and subject to the terms and conditions of this ELA. Customer acknowledges and agrees that Mailshell may use technical information Customer provides to Mailshell as part of the Support Services for its business purposes, including for product support and development. Mailshell will not utilize such technical information in a form that personally identifies Customer. 2.7 Termination. Without prejudice to any other rights, Mailshell may terminate this ELA if Customer fails to comply with the terms and conditions of this ELA. In such event, Customer must destroy all copies of the Software Product and all of its component parts. In such a case, Mailshell may also terminate the Software Product's functionality. 3. UPGRADES. No upgrade rights are granted. 4. INTELLECTUAL PROPERTY RIGHTS. Mailshell or its suppliers own all title and intellectual property rights in and to the Software Product, the accompanying printed materials, and any copies of the Software Product. 5. APPLICABLE LAW. The laws of the State of California govern this ELA. Should Customer have any questions concerning this ELA, or if Customer desire to contact Mailshell for any reason, please contact Mailshell via phone at 415.348.8728 or write: Mailshell/695 Fifth St. #3/San Francisco, CA 94107. 6. NO WARRANTY. Mailshell makes no warranty whatsoever in connection with this evaluation license. 7. NO LIABILITY: Mailshell shall not be held liable for indirect, incidental, consequential, special or exemplary damages (even if such damages are foreseeable, and whether or not such party has been advised of the possibility of such damages) arising from any aspect of this agreement. Except as expressly set forth in this agreement, Mailshell makes no representation, and hereby expressly disclaims all warranties, express or implied, regarding Mailshell's services, including the Software Product and/or any portion thereof. 8. GOVERNING LAW. This Agreement shall be governed by, construed and interpreted according to the laws of the state of California. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this agreement promptly by negotiation. Any unresolved controversy or claim arising out of or relating to this agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) or other arbitration forum mutually agreed by the parties in a major city in California in accordance with AAA's applicable rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties hereby waive any right to a jury trial. This agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, express or implied, oral or written. This agreement may not be amended or modified other than by an agreement in writing signed by both parties. 9. CONFIDENTIALITY The Software may include confidential information which is secret and valuable to Mailshell. In the event that there is a valid Non-disclosure Agreement (NDA) in place between You and Mailshell, the NDA shall govern in any case of conflict between this evaluation license and the NDA. You are not entitled to use or disclose that confidential information other than strictly in accordance with the terms of this End-User License Agreement. 10. GENERAL 10.1 Any reseller, distributor or dealer from whom You may have purchased or otherwise received the Software Product is not appointed or authorized by Mailshell as its servant or agent. No such person has any authority, either express or implied, to enter into any contract or provide You with any representation, warranty or guarantee with or to You or to translate or modify this End-User License Agreement in any way on behalf of Mailshell or otherwise to bind Mailshell in any way whatsoever. 10.2 Failure by Mailshell to enforce any particular term of this End-User License Agreement shall not be construed as a waiver of any of its rights under it. 10.3 The illegality, invalidity or unenforceability of any part of this End-User License Agreement will not affect the legality, validity or enforceability of the remainder. 11.4 If You have signed a separate written software license agreement with Mailshell covering the use of the Software Product, the terms of such signed software license agreement shall take precedence over any conflicting terms of this End-User License Agreement. Otherwise this End-User License Agreement constitutes the entire agreement between the parties in relation to the Software Product and its licensing and supersedes any other oral or written communications, agreements or representations with respect to the Software Product. 10.5 The construction, validity and performance of this End-User License Agreement shall be governed by and submitted to the laws of the State of California and the non-exclusive jurisdiction of the courts of San Francisco, County, California. Notwithstanding the foregoing, Mailshell shall have the right to seek injunctive, or similar, relief in any courts of competent jurisdiction. Mailshell, by delivery of the Software Product, and Customer, by Customer's use of the Software Product, hereby mutually agree to the terms and conditions of this Agreement.
I HAVE READ, UNDERSTAND, AND AGREE TO THE FOREGOING.
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