Installatron Server Licensing Agreement

Last Revised: March 05, 2025

  1. DEFINITIONS
    1. Installatron ("Installatron") is engaged in (among other things) the business of providing certain hosting software and technical support services.
    2. This Licensing Agreement (this "Agreement") is entered into by and between Installatron and you ("Licensee") and is made effective as of the date of acceptance. This Agreement sets forth the terms and conditions for your use of the Installatron Server software ("Services") and for partnering with Installatron.
    3. The term "Trademarks" means all domestic and international trademarks, service marks, logos, trade names, trade dress, including all goodwill represented by each of the foregoing, whether registered or unregistered, of Installatron including without limitation INSTALLATRON (USPTO Registration No. 4282930).
    4. The term "Internal Servers" shall refer only to the servers owned or leased by Licensee; the term "External Servers" shall refer to all other servers.
    5. The term "Website" is defined as a unique, registered domain name (e.g., mysite.com), and for licensing purposes, includes any associated subdomains (e.g., blog.mysite.com) and subdirectories (e.g., mysite.com/store).
    6. The terms "we", "us" or "our" shall refer to Installatron.
    7. The terms "you", "your", or "Licensee" shall refer to any individual or entity who accepts this Agreement.
    8. All prices herein are US dollars.
  2. Term and Termination
    1. This Agreement is in effect for one (1) year from the Effective Date of this Agreement and will automatically renew for one (1) year increments unless notice of non-renewal is given by either party within thirty (30) days prior to the renewal date.
    2. Installatron, in its sole and absolute discretion and without liability to Licensee, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, in whole or in part, and such changes or modifications shall be effective 30 calendar days of posting to the Installatron website (this "Site").
    3. In the event that Installatron believes that Licensee has materially breached any obligations under this Agreement, or Licensee fails to enact changes or modifications to the Agreement, Installatron will notify Licensee of the breach. Licensee shall have 90 calendar days from the receipt of notice to cure the alleged breach and to notify Installatron that cure has been effected. Installatron may terminate this agreement effective upon 90 calendar days' notice to the Licensee if the Licensee commits any material breach of this Agreement that remains uncured during such notice period. Examples of material breach include but are not limited to non-payment of any amount when due and failure to prohibit access to Services by any non-licensed entity.
    4. Upon the termination of this Agreement for any reason, Installatron will be entitled to immediately cease providing Services to Licensee, Licensee will cease providing the Services to its customers, and all amounts due to Installatron will become immediately due and payable. Notwithstanding the termination of this Agreement for any reason, the provisions of this Agreement that by their nature survive termination will continue to apply.
  3. License of Services
    1. Subject to the terms and conditions of this Agreement, only during the term hereof, and provided that Licensee continues to satisfy the terms and conditions of this Agreement, Installatron grants Licensee a non-exclusive, non-transferable license to provide Services to its customers worldwide, except where prohibited by law.
    2. Licensee is strictly prohibited from the sale, resale, transfer, sublicensing, installation, or use of Services on External Servers.
  4. Services Prices
    1. Licensee will be invoiced on a monthly basis per Website that actively uses the Services, calculated using the daily average number of distinct domain names ("Websites") that actively use the Services during the applicable billing period. A "Website" is defined as a unique, registered domain name (e.g., mysite.com), and includes any associated subdomains (e.g., blog.mysite.com) and subdirectories (e.g., mysite.com/store) at no additional charge.
    2. For purposes of invoicing, a Website is considered to be using the Services if any application or feature provided by the Services is installed, activated, or managed in connection with that domain at any point during a given day.
    3. The usage data is tracked automatically and compiled into a daily usage report. This report, detailing the basis for all charges, is available to both the Licensee and Installatron and shall serve as the basis for invoicing. In the version of the report received by Installatron, individual domain names are anonymized to protect the privacy of the Licensee’s end users or customers. In the event of a dispute over usage data, both parties agree to engage in good faith efforts to resolve the issue using the data available.
  5. Billing
    1. Licensee will be invoiced on the 1st of each month as per Services Prices.
    2. Licensee agrees that invoices are due and payable upon receipt of invoice. Additionally, Licensee agrees to pay Installatron in full no later than fifteen days after the date the invoice is sent (the "Due Date"), unless otherwise agreed upon in writing by both parties.
  6. Use of Licensee's Name and Logo
    1. Licensee agrees Installatron may use Licensee's company name and logos in Installatron promotional material and on the Installatron website, subject to Licensee's prior review and approval of each use.
    2. Licensee agrees Installatron may include Licensee's corporate name, website address, logo, and brief company description in the Installatron Partner Directory at http://installatron.com/partners
  7. Customer Support
    1. Licensee agrees to act as the first support contact for Licensee's customers. In the event Licensee is unable to answer a customer, Licensee or customer can contact Installatron directly for further assistance. Common issues are outlined at the below URL.
      http://installatron.com/docs/admin/troubleshooting
    2. Installatron shall have no obligation whatsoever to provide technical support for any issue unrelated to Services, including, but not limited to, problems caused by reliant software, such as Apache, PHP or MySQL. Support for web applications installed by Installatron may be available directly from Installatron, however there are no guarantees because many issues are beyond Installatron's control and can only be resolved by the web application developer.
  8. Export Restrictions
    1. Licensee agrees that Licensee is prohibited by law from exporting to certain countries, and shall comply with all export regulations if shipping to another country, including licensing requirements.
  9. Unauthorized Use
    1. Licensee will immediately notify Installatron upon discovery of any unauthorized use or copying of Installatron products or services.
  10. Confidentiality
    1. Licensee will exercise a reasonable level of care and discretion to prevent and restrain the use, disclosure, or reproduction of any "confidential information," including any nonpublic information that Installatron designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential by Licensee. "Confidential information" includes, but is not limited to, information in tangible or intangible form relating to and/or including released or unreleased products, the marketing or promotion of any Installatron products, Installatron's business policies or practices, and information received from others that Installatron is obligated to treat as confidential.
    2. The confidentiality obligations under this Agreement shall survive termination for a period of three (3) years from the date of termination.
  11. No Solicitation
    1. Licensee agrees not to solicit or hire any Installatron employee or contractor during the term of this Agreement and for a period of one (1) year following its termination.
  12. WARRANTIES
    1. Installatron expressly reserves the right to deny, cancel or transfer Services that Installatron deems necessary, in its discretion, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Installatron, as well as its affiliates, subsidiaries, officers, directors and employees.
    2. THE SERVICES AND THE APPLICATIONS PROVIDED BY SERVICES ARE DELIVERED TO LICENSEE "AS IS" AND WITH ALL FAULTS. INSTALLATRON DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USING THE SERVICES. EXCEPT TO THE EXTENT ANY WARRANTY, CONDITION, REPRESENTATION OR TERM CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO LICENSEE IN YOUR JURISDICTION, INSTALLATRON MAKES NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
    3. While Installatron is committed to improving the quality of Services provided over time, Licensee understands that functionality, features and contents of Services can change over time, and just because a functionality, feature, or content is offered at one time does not guarantee that it will always be available.
    4. Licensee hereby states that the information provided to Installatron is correct and truthful, and all payments made to Installatron are not fraudulent.
    5. The provision of this Section 12 shall survive the termination of this Agreement.
  13. LIMITATION OF LIABILITY
    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INSTALLATRON WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF INSTALLATRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INSTALLATRON'S AGGREGATE LIABILITY FOR DIRECT DAMAGES, UNDER THIS AGREEMENT (CUMULATIVELY) SHALL BE LIMITED TO THE TOTAL FEES COLLECTED BY INSTALLATRON UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
  14. INDEMNIFICATION
    1. You shall indemnify, defend and hold harmless Installatron and its directors, officers, staff, employees and agents and their respective successors, heirs and assigns and Installatron affiliates (and their directors, officers, staff, employees and agents and their respective successors, heirs and assigns) from and against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation). You will pay any and all costs, damages, and expenses, including, but not limited to, attorneys' fees and costs awarded against or otherwise incurred by Installatron or it affiliates in connection with or arising from any such claim.
  15. INTELLECTUAL PROPERTY RIGHTS
    1. Installatron owns all right, title and interest, including all Intellectual Property Rights, in and to, (a) Services, (b) Trademarks, and (c) Installatron Usage Data (collectively, "Installatron Intellectual Property").
      1. No Implied License or Ownership. Nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant you any right, title or interest, implied or otherwise, in or to Installatron Intellectual Property.
      2. Marks. Licensee agrees not to use any of Installatron's trademarks, trade names, service marks, corporate names or logos or those of its affiliates ("Marks") on any press release, advertising or marketing materials unless specifically authorized by Installatron. Licensee acknowledges that the use of the Marks is limited to the use set forth in this Agreement and that Licensee has not acquired and will not acquire any ownership rights therein. Licensee will not register or maintain any trademarks or domain names that are substantially similar to trademarks, domain names, or intellectual property owned by Installatron (or domain names confusingly similar thereto).
      3. No Contest. Licensee acknowledges and agrees that Installatron Intellectual Property is and shall remain the sole and exclusive property of Installatron, and Licensee agrees to never seek to contest Installatron's ownership or act in any manner that would or might compromise or otherwise affect the value of the Installatron Intellectual Property. Licensee agrees to notify Installatron in the event of becoming aware that any third party is, or may be, infringing the Installatron Intellectual Property.
      4. Proprietary Notices. Third party trademarks, trade names, product names and logos included in Services may be the trademarks or registered trademarks of their respective owners. Licensee may not remove or alter any copyright or other proprietary notice, legend, symbol or label in Services.
  16. Assignment
    1. Either party may assign this Agreement at any time without a fee and without the consent of the other party to a corporate successor in interest, acquiror or other entity that purchases or obtains substantially all of the assets or stock of such party, provided that such transferee agrees in writing to be bound by the terms and conditions of this Agreement. Except as set forth above, either party may not assign or delegate this Agreement without prior written consent from the other party.
  17. Miscellaneous
    1. Force Majeure. No party will be liable for any failure or delay in performance of any of its obligations hereunder if such delay is due to a force majeure event, including acts of God, fires, flood, storm, explosions, earthquakes, general Internet outages, acts of war or terrorism, riots, insurrection or intervention of any government or authority; provided, however, that any such delay or failure will be remedied by such party as soon as reasonably possible. Upon the occurrence of a force majeure event, the party unable to perform will, if and as soon as possible, provide written notice to the other parties indicating that a force majeure event occurred and detailing how such force majeure event impacts the performance of its obligations.
    2. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the conflicts of laws principles thereof. No Third Party Beneficiaries. Notwithstanding anything to the contrary contained herein, neither the entities whose products Installatron's Services purports to install, nor the customers of Licensee, are intended to be third-party beneficiaries of this Agreement.
    3. Enforcement. Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision will be effective only if in writing and signed by the parties hereto. The waiver of any breach of any provision will not constitute a waiver of any subsequent breach of the same other provisions hereof.
    4. Severability. If any provision is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
    5. Export Controls. The parties agree to comply fully with all Applicable Laws of the United States, or of any foreign government to or from where a party is shipping, to in connection with the import, export or re-export, directly or indirectly, of Services in connection with this Agreement.
    6. This Agreement may be executed concurrently in one or more counterparts, each of which will be an original, but all of which together will constitute one and the same instrument.
    7. This Agreement constitutes the entire, complete and fully integrated understanding between the parties with regard to its subject matter.