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This Agreement outlines the terms and conditions under which customers ("Owners") are granted lifetime ownership of software from Marchese Company LLC ("the Company"). By purchasing the lifetime ownership offer, the Owner automatically agrees to the following terms:
Preamble
This Lifetime Ownership Agreement ("Agreement") is entered into between the purchaser ("Owner") and Marchese Company LLC ("the Company"). By purchasing the lifetime ownership offer, the Owner agrees to the terms and conditions of this Agreement.
The Owner acknowledges that the purchase of the software serves as their consent to and acceptance of this Agreement, which governs their rights and responsibilities concerning the software. For the purposes of this Agreement, "lifetime ownership" refers to the Owner's continued access to the software, including any specified updates and support, for as long as the Company operates and maintains the software. In the event that the Company ceases operations or discontinues the software, the Owner will be provided access to the software's source code, enabling them to continue using and modifying it independently. This Agreement sets forth the rights and responsibilities of the Owner and the Company regarding this software ownership.
1. Lifetime Ownership Rights
Owners will receive access to the software’s source code only in the event that Marchese Company LLC ceases operations or discontinues support for the tool. Ownership rights at that point allow Owners to use, modify, and resell the software freely, without restrictions on resale or transfer to third parties, unless the aforementioned conditions are met.
2. Refunds and Contract Termination
Refunds for the software purchase within the 14-day refund period will void this Agreement. Upon receiving a refund, the Owner’s rights to the software, including access to the GitHub repository, updates, and support, will be revoked immediately. After the 14-day refund period, no refunds will be granted, and the Owner retains lifetime ownership rights as specified in this Agreement.
3. Software Updates and Support
Owners are entitled to receive bug fixes and stability updates for a minimum period of 30 days from the date of purchase. After this period, updates may be provided at the Company’s discretion, but no guarantees are made regarding new features or versions unless otherwise specified by the Company.
After the source code is released, Owners are entitled to 60 days of support, during which the Company will provide assistance with deployment and answer any questions related to the setup process. After this 60-day period, any further support provided by the Company will be at its sole discretion and is not guaranteed. Any support provided after the 60-day period may be subject to additional fees, outlined in a separate support agreement, and limited to basic troubleshooting and guidance. The Company is not responsible for ongoing development, customization, or feature modifications after the initial support period.
4. Liability, Indemnification, and Third-Party Behavior
Marchese Company LLC is not liable for any damages, data loss, unauthorized access, or unintended consequences resulting from the use, modification, or deployment of the software by the Owner or any third parties. Once the source code is provided, the Company is not responsible for any issues or vulnerabilities introduced through modifications, third-party integrations, or improper deployment by the Owner.
The Company provides no warranties or guarantees regarding the performance of the software after deployment or modification by the Owner or third parties. In no event shall the Company's liability exceed the purchase price paid by the Owner for the software. The Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement or the use of the software, even if the Company has been advised of the possibility of such damages. Owners agree to indemnify and hold harmless Marchese Company LLC, its officers, directors, employees, and agents from any claims, liabilities, or damages arising from the use or misuse of the software.
5. GitHub Access and Deployment
Owners will be granted access to a private GitHub repository containing the software’s source code only in the event that Marchese Company LLC ceases operations or discontinues support for the software. When the source code is released, the Company will provide detailed instructions and documentation to assist Owners in deploying the software in their own environments. These instructions will be sufficient for an individual with reasonable technical knowledge to deploy the software. This documentation will include:
Step-by-step deployment instructions,
Information on configuring the software, and
Guidance on entering any required API keys or credentials necessary for operation.
The Company will ensure that the code is in functional condition at the time of release. However, Owners are responsible for ensuring they have the necessary technical knowledge and resources to deploy the software. The Company is not liable if the Owner is unable to deploy the software due to their lack of technical expertise.
6. Tool Stability and Fixes
In the event that the platform becomes non-functional or experiences significant downtime, the Company will have 90 days to investigate the issue and deliver a detailed action and development plan to address the problem. During this time, the Company will provide regular updates to Owners on the progress being made.
While the Company is committed to making every reasonable effort to restore functionality, there is no guarantee as to how long a fix may take. If, after exhausting all efforts, the Company determines that the issue cannot be resolved, we will provide Owners with potential solutions or workarounds to mitigate the impact. However, the release of the source code will not be triggered solely by the 90-day period. The decision to release the code will only be made if the Company decides to cease all restoration efforts, as outlined in the 'Code Release Conditions' section.
7. Code Release Conditions
The release of the source code will only occur under the conditions specified in this Agreement. The Company reserves the right to determine when efforts to maintain or restore the platform have ceased. This decision may be made if:
The Company has exhausted all reasonable efforts to resolve critical issues without success (including, but not limited to, at least two documented attempts to fix the issue),
The cost of ongoing maintenance exceeds projected revenue from sales by more than 50% for two consecutive months, with revenue assessments conducted on a quarterly basis, or;
The Company decides to discontinue support for the platform due to market or operational factors.
In any such case, Owners will be provided with a clear communication detailing the Company’s decision and the timeline for releasing the source code.
8. Feature Additions and Removals
The Company reserves the right to add, modify, or remove any features at any time due to various factors, including but not limited to:
Technological advancements, Changes in third-party service availability or API's, Market conditions, or any unforeseen circumstances that impact the software's operation. All feature changes or removals will be made in good faith, in accordance with technical requirements, third-party limitations, or operational improvements deemed necessary by the Company.
If a major feature that impacts the core functionality of the software is removed, the Company will offer Owners access to a previous version of the software or provide a workaround, where feasible. Owners will be notified of significant changes that may impact core functionality. The removal or modification of features does not entitle Owners to a refund or trigger the release of the source code.
9. Ownership Transfer and Liabilities
In the event that Marchese Company LLC sells or transfers ownership of the software to a third party, the new owner will assume all rights and liabilities associated with this Agreement. This includes the obligation to release the source code to all lifetime ownership (LTD) holders under the same conditions outlined in this Agreement.
Upon the transfer of ownership, Marchese Company LLC will no longer be liable for any claims, damages, or obligations arising from the use or modification of the software. The Company will perform reasonable due diligence to ensure that the buyer or new operator is aware of and agrees to uphold the terms of this Agreement, including the source code release obligations.
10. Dispute Resolution
Any legal disputes or claims arising from this Agreement or the use of the software must be resolved through binding arbitration. Any arbitration shall take place in Connecticut, unless both parties agree to an alternate location. Each party shall bear its own costs and fees related to arbitration, except that any filing fees or arbitrator costs shall be shared equally unless otherwise determined by the arbitrator.
11. Force Majeure
The Company shall not be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond the Company’s reasonable control, including but not limited to acts of God, war, terrorism, hacks, labor strikes, supply chain disruptions, pandemics, or governmental action.