Jeff Parrish PC Services ("Licensor") — this Agreement governs the license of the software product identified at checkout (name, version, and product page referenced from /products/:slug) ("the Software") to the licensee identified below ("Licensee").
This Agreement is entered into electronically. Licensee's typed legal name, the checkbox acceptance below, and the recorded IP address/timestamp of that acceptance together constitute Licensee's signature on this Agreement (see "Electronic Signature," Section 8).
Not a substitute for legal advice. This document is drafted to satisfy the five conditions of the Illinois canned-software license exemption (86 Ill. Adm. Code 130.1935(a)(1)) so that this transaction is licensed, not sold, for Illinois Retailers' Occupation Tax purposes. It has not been reviewed by an Illinois-licensed attorney. Have one review it before relying on it.
Subject to Licensee's continued compliance with this Agreement and payment of the applicable license fee, Licensor grants Licensee a non-exclusive, non-transferable license to install and use the Software, limited to the site/source and server/destination counts, and for the term, stated on Licensee's order confirmation and reflected in the license key issued to Licensee.
Licensee may install and run the Software only up to the capacity (sites/sources and servers/destinations) authorized by Licensee's license key, for the term purchased. Licensee may not:
Licensee may not license, sublicense, sell, rent, lease, or otherwise transfer the Software or this Agreement to any third party without Licensor's prior written permission, except to a Licensee-affiliated entity under Licensee's continued control. Any such permitted transfer requires the transferee to agree to this Agreement and remains subject to Licensor's continued control over the license.
If Licensee loses or damages its copy of the Software, Licensor will provide a replacement copy at no additional charge — the current version is always available for download from Licensee's account at the store, using the license key on file, at no cost beyond the license fee already paid. Licensee may additionally make and keep one (1) archival copy of the Software solely for backup purposes, provided the archival copy is not installed or run except to restore Licensee's licensed installation.
This license is granted for the term Licensee purchased (1, 2, 3, or 5 years, as selected at checkout) and is not perpetual. Upon expiration of the term — unless Licensee renews before or promptly after expiration — Licensee must uninstall the Software and destroy (or return to Licensor, at Licensor's option) all copies of the Software in Licensee's possession, including the archival copy permitted under Section 4. Continued use of the Software after the license term expires, without renewal, is a material breach of this Agreement.
Licensor may terminate this license immediately if Licensee materially breaches this Agreement (including Sections 2 or 3) and does not cure the breach within 15 days of notice. Sections 5-9 survive termination.
A short operational grace period after a license key's expires_at timestamp (as implemented in the Software's license-check logic) does not extend this Agreement's term or excuse the Section 5 destruction/return obligation — it exists only to tolerate brief connectivity gaps in the Software's license check-in, not to grant additional authorized use.
THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LICENSE FEE LICENSEE PAID FOR THE LICENSE GIVING RISE TO THE CLAIM. LICENSOR IS NOT LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
Licensee agrees that, for purposes of this Agreement, its typed full legal name entered at checkout, combined with its affirmative checkbox acceptance of this Agreement, constitutes Licensee's signature and acceptance of a written agreement. Licensor records the typed name, the IP address, a timestamp, and the accepting email address at the moment of acceptance, and retains that record as evidence of signature for the life of the license plus applicable record-retention requirements.
This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-laws principles.
Reviewed against 86 Ill. Adm. Code 130.1935(a)(1)'s five conditions: Section 8 (written/signed agreement), Section 2 (restricts duplication/use), Section 3 (prohibits transfer without permission), Section 4 (replacement/archival policy), Section 5 (return/destroy at end of term). See PRICING.md for the pricing/tax context this Agreement supports.