MMT License Agreement

Last updated: 05 MAR 2020



NOTICE: THIS MMT SOFTWARE APPLICATION, TOGETHER WITH ITS ACCOMPANYING DOCUMENTATION, (THE "PRODUCT") IS THE PROPERTY OF MIVA, INC. ("MIVA" or "Miva"). THE PRODUCT IS MADE AVAILABLE TO YOU, SUBJECT TO THE FOLLOWING LICENSE AGREEMENT ("LICENSE").  PLEASE READ THIS LICENSE CAREFULLY BEFORE INSTALLING OR USING THIS PRODUCT, AS EITHER WILL CONSTITUE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THIS LICENSE, THEN YOU MAY NOT INSTALL OR USE THE PRODUCT.  A COPY OF THIS LICENSE IS AVAILABLE FOR YOUR FUTURE REFERENCE IN THE "LICENSE.TXT" FILE PROVIDED WITH THE PRODUCT.

1. OWNERSHIP. The Product is proprietary to Miva. You acknowledge and agree that: (a) Miva is the sole owner of the Product; (b) the Product is protected under U.S. copyright and other laws; (c) Miva and its licensors retain all copyrights and other intellectual property rights in the Product; (d) there are no implied licenses under this License, and any rights not expressly granted to you hereunder are reserved by Miva; (e) you acquire no ownership or other interest (other than your license rights) in or to the Product; and (f) Miva owns all copies of the Product, however made. You agree that you will not, at any time, anywhere in the world, contest Miva's ownership of the Product, nor will you challenge the validity of Miva's rights in the Product. You have no rights hereunder to use any trademark or service mark belonging to Miva.

2. GRANT OF LICENSE AND SCOPE OF USE.

2.1 Eligibility for License. In order to use this Product, you must be the licensee, or an authorized employee or contractor of the licensee, of an active license to the Miva Merchant Software (“Miva Merchant Domain License”).

2.2 Grant of License. Subject to the terms and conditions of this License, Miva grants to you (“Licensee”), a personal, nonexclusive, nontransferable and limited license to (a) install the Product on a personal computer, owned and operated by you, and (b) to use the Product to import and export user interface templates, files and settings, from a copy of Miva, for which you hold (or are an authorized employee or contractor of the holder of) an active Miva Merchant Domain License.

You may also make a reasonable number of copies of the Product to backup devices such as hard disks, optical media, CD, or tape, solely to replace the original copy provided to you, if the original copy is damaged or destroyed. All rights not specifically granted to you herein are retained by Miva.

3. ADDITIONAL LICENSE TERMS APPLICABLE TO THIRD PARTY SOFTWARE

Certain components of the Product may use or incorporate third-party software programs and/or libraries ("Third-Party Software") which are loaded (in both object and source code form) on the Product media or downloaded in conjunction or subsequent to the download of the Product.  You agree that Miva's third-party licensors and suppliers are intended third party beneficiaries of all terms and conditions of this License intended to protect intellectual property rights in the Product (including the Third-Party Software) and limit certain uses thereof.

4. ADDITIONAL LICENSE TERMS APPLICABLE TO UPGRADES

If you have downloaded an upgraded version of the Product, it constitutes a single product with the copy of the Product that you upgraded. This means that, although you may have two sets of Product media, you still have only one license. Therefore, you may not transfer the original copy of the Product to any other party.

5. LIMITATIONS. You may not: (a) modify, adapt, alter, translate, or create derivative works of the Product or merge the Product with other software other than as described in the Product's accompanying documentation or as approved of in writing by Miva; (b) lease, rent or loan the Product to any third party; (c) sublicense, distribute or otherwise transfer the Product or any component thereof to any third party except as expressly authorized in this Agreement; (d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Product; (e) remove, alter, or obscure any confidentiality or proprietary notices (including copyright and trademark notices) of Miva or its suppliers on the Product; (f) allow third parties to access or use the Product such as in a time-sharing arrangement or operate the Product as part of a service bureau or, except as expressly authorized under Sections 2, 3 or 4, otherwise for the use or benefit of third parties; (g) reproduce or use the Product except as expressly authorized under Sections 2, 3 or 4; or (h) disclose or publish performance benchmark results for the Product. The rights granted under this License apply only to this Product. You must procure a separate license to use other Miva software.

6. DISCLAIMER. THE PRODUCT IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. MIVA HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT THE PRODUCT WILL BE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION. YOU ASSUME THE ENTIRE RISK FOR THE RESULTS OBTAINED USING THE PRODUCT. TO THE EXTENT THAT MIVA MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.  SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.

7. SERVICES; UPDATES; PRODUCT CHANGES. Miva is not required under this License to provide any installation, training or other services to you. Such services, if available, must be purchased separately.  If, pursuant to a separate support agreement or otherwise, Miva provides you with a new release, error correction, update, upgrade or other modification to the Product, such modification will be deemed part of the Product, and subject to the terms of this License, unless the modification is expressly provided subject to a separate license agreement. Miva reserves the right, at any time, to not release or to discontinue any Product, and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of any future releases of the Product.

8. LIMITATION OF LIABILITY. IN NO EVENT WILL MIVA BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFIT, REVENUE, BUSINESS OPPORTUNITY OR DATA, ARISING FROM OR RELATING TO THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, EVEN IF MIVA KNEW, SHOULD HAVE KNOWN OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MIVA'S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THIS LICENSE OR THE PRODUCT, WHETHER IN CONTRACT, IN TORT OR OTHERWISE, WILL NOT EXCEED THE FEES ACTUALLY PAID BY YOU UNDER THIS LICENSE. THIS SECTION 8 WILL APPLY EVEN IF AN EXCLUSIVE REMEDY HEREUNDER HAS FAILED OF ITS ESSENTIAL PURPOSE.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. TERM AND TERMINATION.

9.1 Term. The term of this License will begin as of the date that you receive the Product and will remain in effect perpetually unless terminated under this Section 9.

9.2 Termination for Convenience. You may terminate this License for any reason, or for no reason, by giving Miva five (5) days' prior written notice. In its sole and absolute discretion, Miva may discontinue the Product and terminate this License, at any time, following thirty (30) days’ prior written notice to you.

9.3 Termination for Cause. Miva may terminate this License if you breach your obligations hereunder. Miva will effect such termination by giving you notice of termination, specifying therein the alleged breach. If your breach is curable, you will have a grace period of thirty (30) days after such notice is served to cure the breach described therein. If the breach is cured within the thirty (30) day grace period, then this License will remain in effect; otherwise, this License will automatically terminate upon the conclusion of the thirty (30) day grace period.

9.4 Effect of Termination.

Upon the termination of this License for any reason the following terms shall apply: (a) all rights granted under this License will immediately terminate and you must stop all use of the Product and any redistributables; (b) you must return to Miva or destroy all copies of the Product provided to or made by you, and will, within ten (10) days after the effective date of termination, provide Miva with written certification that all such copies have been returned or destroyed; and (c) all provisions of this License, with the exception to the licenses granted in Sections 2, 3 and 4, will survive termination of this License for any reason.

10 HAZARDOUS USE

10.1 Hazardous Uses. The Product is not intended for use, and you may not use or allow others to use the Product, in connection with any application requiring fail-safe performance such as the operation of nuclear power facilities, air traffic control or navigation systems, weapons control systems, life support systems, or any other system whose failure could lead to injury, death, environmental damage or mass destruction. You agree that Miva will have no liability of any nature, and you are solely responsible for any expense, loss, injury or damage incurred as a result of such use of the Product.

11 GOVERNING LAW

11.1 Governing Law. This License will be governed by and construed in accordance with the laws of the United States and the State of California, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. The parties expressly exclude the application of the 1980 United Nations Convention on the International Sale of Goods (if applicable).

12 GENERAL PROVISIONS

12.1 Entire License; Severability.

This License constitutes the entire, final and exclusive agreement between you and Miva regarding the Product. If any provision of this License is held to be illegal, invalid or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible and the remainder of the provisions of this License will remain in full force and effect.

12.2 Assignment.

You may not transfer the Product media, assign this License, or assign any of your rights or delegate any of your obligations under this License, by operation of law or otherwise (including by merger, sale of assets or consolidation), without Miva's prior written consent. Any attempted assignment in violation of this Section 12.2 will be void.

12.3 Export Control.

You may not directly or indirectly transfer the Product, including its documentation, to any country, if such transfer would be prohibited by applicable law, including the U.S. Export Administration Act and the regulations issued thereunder. You agree to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country. You will be solely responsible for identifying and complying with all laws of any jurisdiction outside of the United States regarding the import, export or use of Products and technical data supplied by Miva. You will obtain, at your own expense, all licenses, permits or approvals required by any government to use the Product.

12.4 U.S. Government Rights.

The Product is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Product with only those rights set forth in this License.

12.5 Waiver and Modifications.

All waivers must be in writing. Any waiver or failure to enforce a provision of this License on one occasion shall not be deemed a waiver of any other provision or such provision on any other occasion. Miva may amend this License, at any time, in its sole and absolute discretion, effective immediately on written notice to you; your continued use of the Product thereafter will constitute your acceptance those amended terms.

If you have any questions about this License, please contact Miva. This license shall be a legally binding agreement between you and Miva. You must agree to these terms and conditions in order to install and use the Product. If you do not agree with these terms and conditions, you should click the "CANCEL" button below to exit this installation process, as Miva is unwilling to license the Product to you in such case.


Miva, Inc.
16745 West Bernardo Drive, Suite 400
San Diego, CA 92127-1908
Email: support@miva.com
Tel: (800) 608-MIVA
