IMPORTANT - READ CAREFULLY: This End-User License Agreement (this "Agreement") is a legal agreement between you, the licensee ("you" or "your"), and SellerEngine, Inc. ("SellerEngine"). This Agreement applies to the SellerEngine Plus computer software, in machine readable form only, that accompanies this Agreement (the "Software").

   If you do not agree to the terms of this Agreement, SellerEngine is unwilling to license the Software to you. In that event, you may not download, install, use, or copy the Software.

   The Software is solely owned by SellerEngine. The Software is licensed, not sold. The Software is protected by U.S. and international copyright laws and treaties, as well as other intellectual property laws and treaties. 

SECTION 1. LICENSE

1.1 Subject to the terms of this Agreement and payment of the applicable subscription fee, SellerEngine hereby grants you a limited, nonexclusive, personal, and nontransferable license for use of the Software (in object code form only). One license must be obtained for each Amazon account with which the software is used. 

1.2 SellerEngine reserves the right to change the terms and conditions of this Agreement. It is your responsibility to check http://www.sellerengine.com/license.html for updates to the Agreement and to accept any modified agreement which is provided to you via a software update. 

1.3 Your license begins when you confirm your PayPal payment, not when you download or install the Software or accept this Agreement. All payment must be made through PayPal and associated with the Amazon account for which the license applies. Your license is billed on a monthly subscription basis and automatically renewed monthly. Your license terminates immediately upon termination of your subscription, and you will lose the ability to use the Software, regardless of the time remaining in the service period. No refund will be issued. 

SECTION 2. CONFIDENTIALITY AND LIMITATIONS OF USE 

2.1 The Software constitutes trade secrets and confidential information of SellerEngine.

2.2 You may not under any circumstances: 

   (a) Use the software for any Amazon account for which it is not licensed; 

   (b) Sublicense, distribute, modify, adapt, translate, reverse engineer, decompile, disassemble, or prepare derivative works based on the Software; 

   (c) Use or allow use of the Software after the termination or expiration of this Agreement (except pursuant to another valid license);

   (d) Allow others to use, copy, or access the Software in connection with a service bureau, application service provider, public computer bulletin board, shareware or timeshare process, or any similar business or service; 

   (e) Access, use, or disclose the Software source code; 

   (f) Remove or alter any copyright or other proprietary rights notices included in or affixed to the Software; 

   (g) Sell, license, disclose, or distribute any product designed or intended for use with the Software;

   (h) Publish or disclose the results of any benchmark tests relating to the Software; or 

   (i) Use the Software in applications or systems when failure of the Software to perform could reasonably be expected to result in serious physical injury, loss of life, or material damage to property.

SECTION 3. CANCELLATION/TERMINATION

3.1 Cancellation of the subscription will result in termination of this Agreement. If PayPal cancels your account, and you wish to continue using the Software, your account will be cancelled and you must resubscribe. 

3.2 SellerEngine is not liable for any extra charges incurred by resubscribing. It is your responsibility to keep your PayPal account up-to-date so that your subscription will not be inadvertently cancelled. 

3.3 You may cancel your subscription to the Software at any time. If you cancel your account without notifying SellerEngine, we cannot guarantee that your account will not continue to be billed. 

3.4 You will not receive any refund or partial refund for charges already billed.

3.5 SellerEngine may terminate this Agreement or your subscription at any time if you fail to comply with any of its terms and conditions. Upon notification of such termination, you must destroy all copies of the Software and all of its component parts.

SECTION 4. OWNERSHIP

   All right, title, and interest in the Software, including any updates or revisions thereto, is and shall remain the sole and exclusive property of SellerEngine and its successors and assigns. Other than the limited license explicitly set forth in this Agreement, no interest in or rights or licenses to the Software are granted to you, and no interest in or rights or licenses to the Software shall inure in or accrue to you, whether by implication, estoppel, or otherwise. All rights of any kind in the Software that are not expressly granted in this Agreement are entirely and exclusively reserved to and by SellerEngine and its successors and assigns.

SECTION 5. UPDATES; SUPPORT

   SellerEngine is not obligated to provide any updates, revisions, new versions, bug fixes, maintenance, or support for the Software. Any such materials or services must be obtained pursuant to a separate agreement.

SECTION 6. LIMITED WARRANTY

6.1 SellerEngine warrants that for a period of 30 days after the date that you download the Software, the Software, when properly installed and used in conjunction with the required hardware and software specified in the user documentation, will perform substantially in accordance with the corresponding documentation for that released version. This limited warranty is void if failure of the Software results from abuse, misuse, modification, or improper installation.

6.2 SellerEngine's entire liability and your exclusive remedy for breach of the foregoing warranty will be repair or replacement of the Software or, at SellerEngine's discretion, return of the Software for a full refund of the fees you paid for it.

6.3 SellerEngine does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or error-free. SellerEngine is not responsible for problems caused by changes in, or modifications to, the operating characteristics of any computer hardware or operating system for which the Software is procured, nor is SellerEngine responsible for problems that result from using the Software in conjunction with an incompatible operating system, hardware, or third-party software.

6.4 THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR OBLIGATIONS, EXPRESS OR IMPLIED. THE LICENSOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

SECTION 7. PATENT AND COPYRIGHT INDEMNITY

7.1 SellerEngine shall defend or settle at its option and expense any action brought against you alleging that the Software furnished by SellerEngine under this Agreement infringes a U.S. patent, copyright, or other intellectual property right. SellerEngine will pay any costs or damages finally awarded against you that are attributable to such a claim, but only if you first (a) notify SellerEngine promptly in writing of the action, (b) provide SellerEngine with all reasonable information and assistance to settle or defend the action, and (c) grant SellerEngine sole authority and control of the defense or settlement of the action.

7.2 If an infringement claim is asserted against your use of the Software, or if SellerEngine believes that such a claim is likely to be asserted, SellerEngine may at its option and expense either (a) replace or modify the Software so that it becomes noninfringing, (b) procure for you the right to continue using the Software, or (c) if neither of the foregoing alternatives is reasonably available, require return of the Software and refund to you the applicable license fee minus a reasonable allowance for use.

7.3 SellerEngine shall have no liability if the alleged infringement is based on (a) combination of the Software with any hardware, software, or other product not furnished by SellerEngine to you, (b) the modification of the Software other than by SellerEngine, or (c) the use of other than a current, unaltered release of the Software.

7.4 THIS SECTION STATES SELLERENGINE'S ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED INFRINGEMENT BY THE SOFTWARE.

SECTION 8. LIMITATION OF LIABILITY

   THE LIABILITY OF SELLERENGINE AND ITS LICENSORS FOR DEFECTIVE SOFTWARE IS LIMITED TO SELLERENGINE'S OBLIGATIONS UNDER THE LIMITED WARRANTY SET FORTH ABOVE. IN NO EVENT SHALL THE LIABILITY OF SELLERENGINE OR ITS LICENSORS FOR THE USE OR INABILITY TO USE THE SOFTWARE OR FOR BREACH OF THIS AGREEMENT EXCEED THE AMOUNT OF THE LICENSE FEE FOR THE SOFTWARE TO WHICH THE CLAIM RELATES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SELLERENGINE OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOST OR DAMAGED DATA; SUBSTITUTE GOODS; LOST PROFITS; INTERRUPTION OF BUSINESS; OR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER LEGAL THEORY. 

SECTION 9. GENERAL

9.1 Waiver. No waiver of any violation or nonperformance of this Agreement in one instance shall be deemed to be a waiver of any subsequent violation or nonperformance. All waivers must be in writing.

9.2 Severability. If any term or provision of this Agreement is to any extent held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

9.3 Notice. Any notice or report under this Agreement shall be deemed given if delivered or sent by first-class mail, postage prepaid, addressed to the other party at that party's current address, or at such other address as designated by the party by written notice. If notice is given by mail and the notice affects other parties' rights under this Agreement, the effective date of the notice shall be seven days after the date of mailing or the date the notice is received, whichever is earlier.

9.4 Applicable Law; Disputes. This Agreement shall be governed by and construed in accordance with the laws of the state of Oregon, U.S.A., without regard to Oregon's conflict-of-laws principles. The parties expressly disclaim the United Nations Convention on Contracts for the International Sale of Goods, and the provisions thereof will not govern this Agreement. The parties agree that any claim asserted in any legal proceeding by one party against the other shall be commenced and maintained exclusively in state or federal court located within Multnomah County, Oregon. Both parties hereby submit to the jurisdiction of such courts over each of them personally in connection with such litigation, and waive any objection to venue in such courts and any claim that such forum is an inconvenient forum.

9.5 Attorney Fees. If any arbitration, suit, or action is instituted to interpret or enforce the provisions of this Agreement, to rescind this Agreement, or otherwise with respect to the subject matter of this Agreement, the party prevailing on an issue will be entitled to recover with respect to such issue, in addition to costs, reasonable attorney fees incurred in the preparation, prosecution, or defense of such arbitration, suit, or action as determined by the arbitrator or trial court, and if any appeal is taken from such decision, reasonable attorney fees as determined on appeal.

9.6 Injunctive and Other Equitable Relief. You agree that the remedy at law for any breach or threatened breach of this Agreement by you would, by its nature, be inadequate, and that in that event SellerEngine shall be entitled, in addition to damages, to a restraining order, temporary or permanent injunctive relief, specific performance, and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained.