This license agreement (the “License Agreement”) is a legal agreement between you (either an individual or a single legal entity) and Pixel & Tonic, Inc. (“Pixel & Tonic”) covering the installation, use, copying, and distribution of the version of Craft Commerce code contained in the distributable package delivered at the time of download from Pixel & Tonic and any accompanying distributable files, data, and materials (“Craft Commerce”).
Please read the license terms below. If you do not agree to all of the terms and conditions of this License, then do not download, install, use, copy, or distribute Craft Commerce.
Terms and Conditions #
Your Acceptance of this License Agreement #
You should carefully read the following terms and conditions before using, installing, copying, or distributing Craft Commerce. Unless otherwise agreed in a writing signed by Pixel & Tonic, your use, installation, copying, or distribution of Craft Commerce indicates your acceptance of this License Agreement.
The terms and conditions of this License Agreement describe the permitted use of each single installation (hereinafter, a “Licensed Copy”) of Craft Commerce.
Scope of License #
Subject to the terms of this License Agreement, Pixel & Tonic grants to you, for each Licensed Copy, a limited, non-exclusive, royalty-free, license to use, install, copy, or distribute Craft Commerce.
All rights of any kind in Craft Commerce which are not expressly granted in this License Agreement are entirely and exclusively reserved to and by Pixel & Tonic. Pixel & Tonic is protected by applicable national and international laws and treaties.
You may use, install, copy, and distribute Craft Commerce solely as expressly provided in this License. You may not rent, lease, loan, sublicense, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on Craft Commerce, in whole or in part, nor permit anyone else to do so. You may not make access to Craft Commerce available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so.
You shall not use, integrate, combine, or otherwise exercise any license rights under this License Agreement in any manner that would render the source code contained in Craft Commerce Open Source Software. As used herein, “Open Source Software” means any software that (in whole or in part) includes, or is otherwise derived in any manner from, any software that is distributed under conditions that include: (i) licensees of such software are authorized to access, modify, and make derivative works of the source code for the software; (ii) licensees of source code of such software are not obligated to maintain the confidentiality of such source code; and (iii) licensees of such software are required, even under limited circumstances, to grant licenses to the source code or derivative works thereof, that licenses include rights to the licensee’s intellectual property.
License Agreement Model #
This is a single-installation license, meaning you may integrate a Licensed Copy into one public-facing (“Internet”) or internal (“intranet”) web root directory at a time (the “Website”). You may also install and use Craft Commerce without limitation for local development and testing purposes.
Software Functions #
Certain functions of Craft Commerce (hereinafter, the “Premium Features”) are included in the basic distribution, but are activated only by an additional purchase(s).
License Agreement Validity #
This license is valid only if the Website is a work that uses Craft Commerce, and does not compete with Craft Commerce.
Installation and Usage #
You may install and use Craft Commerce only in the nature that is described in Craft Commerce’s documentation.
You may not make any alterations to Craft Commerce’s code or the database tables/columns put in place by Craft Commerce, unless instructed to do so by Pixel & Tonic. If you have a need that is not addressed via Craft Commerce’s core feature set or a plugin, and you lack the means to write a plugin to fill the need yourself, please contact email@example.com.
Craft Commerce provides hooks that make it possible for third party code to alter and extend the application’s functionality without modifying the core code. This is permitted with the sole restriction that you may not write a plugin that disables any of Craft Commerce’s built-in functionality, including any restrictions related to license enforcement.
Pixel & Tonic will provide you with free updates to Craft Commerce for the remainder of Craft Commerce’s lifespan. Such updates will include any updates for Craft Commerce that are released by Pixel & Tonic for general distribution to Craft Commerce licensees. Pixel & Tonic has no obligation to provide you with any updates that are not released for general distribution to Pixel & Tonic’s other licensees. Nothing in this Agreement shall be construed to obligate Pixel & Tonic to provide updates to you under any circumstances.
Pixel & Tonic may develop and release future incremental versions of Craft Commerce, including additional features yet to be developed. Such future versions of Craft Commerce may, at Pixel & Tonic’s sole discretion, be released pursuant to different terms and conditions different from this License Agreement, and may be subject to additional license fees.
License Transfers #
You may transfer your right to use the Licensed Copy to a third party, provided (a) that you transfer this License Agreement and the transferee accepts this License Agreement, (b) that you retain no copies of the Licensed Copy and its associated license key, and (c) that you notify Pixel & Tonic about the transfer in writing or by email, providing the details of the new licensee. Such transfer involves the termination of the initial license granted to you under this License Agreement. After the transfer you will no longer have any right to use the Licensed Copy.
Reservation of Rights and Ownership #
Pixel & Tonic reserves all rights not expressly granted to you in this License Agreement. Pixel & Tonic is protected by copyright and other intellectual property laws and treaties. Pixel & Tonic owns the title, copyright, and other intellectual property rights in Craft Commerce, its files, and its source code. For the avoidance of doubt, Craft Commerce is licensed, not sold. This License Agreement does not grant you any rights to trademarks or service marks.
Consent to Use of Data #
You agree that Pixel & Tonic may collect and use technical data and related information, including but not limited to information about your installation of Craft Commerce and your server environment, that is gathered periodically to facilitate the provision of software updates, product support, and other services to you (if any) related to Craft Commerce. Pixel & Tonic may use this information to improve its products or to provide services or technologies to you.
Without prejudice to any other rights, Pixel & Tonic may terminate this License Agreement if you fail to comply with the terms and conditions of the License. In such event, your right to use, install, copy, and distribute Craft Commerce terminates automatically and you must then destroy all copies of Craft Commerce in your possession.
Pixel & Tonic represents and warrants that it has full title and ownership to Craft Commerce and has the authority to grant the license hereunder. To the best of Pixel & Tonic’s knowledge, Craft Commerce does not infringe upon the intellectual property rights of any third party and Pixel & Tonic has not received any notice regarding any alleged infringement thereof.
Disclaimer of Warranties #
Craft Commerce and its related material are provided “AS IS” and without warranty of any kind and Pixel & Tonic expressly disclaims all other warranties, expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL, AND CERTAIN OTHER DAMAGES. #
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PIXEL & TONIC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE CRAFT COMMERCE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH CRAFT COMMERCE OR OTHERWISE ARISING OUT OF THE USE OF CRAFT COMMERCE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS LICENSE, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, AND EVEN IF PIXEL & TONIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitation of Liability #
In no event shall Pixel & Tonic’s liability exceed the license fees paid.
The waiver of, or failure to enforce, by either party any breach or default hereunder by the other shall not constitute the waiver of any other or subsequent or continuing breach or default.
Entire Agreement #
This License Agreement sets forth the entire agreement between us and supersedes any and all contemporaneous or prior proposals, agreements and representations between us, whether written or oral with respect to the subject matter hereof. Except as expressly provided herein, this License Agreement may be changed or supplemented only by mutual agreement of the parties in writing, executed by persons with authority to enter into such agreements. This License Agreement may not be modified by any course of dealing or usage of trade. It is expressly agreed that the terms of this License Agreement shall supersede the terms in any purchase order or other ordering document.
Dispute Resolution #
The laws of the State of California, excluding its conflicts of law rules, govern this License Agreement and your use of Craft Commerce.
You and Pixel & Tonic each understand that we would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but we choose to have any disputes resolved through arbitration.
We agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the National Arbitration Forum under the Code of Procedure in effect when the claim is filed. The Code of Procedure and other information, including a fee schedule, may be obtained from the National Arbitration Forum website or by calling 800-474-2371. Claims may be filed with the National Arbitration Forum via U.S. mail to P.O. Box 50191, Minneapolis, MN 55405-0191.
We are entering into this arbitration agreement in connection with a transaction involving interstate commerce. Accordingly, this arbitration agreement and any proceedings thereunder shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C.§§ 1-16. Any award by the arbitrator(s) may be entered as a judgment in any court having jurisdiction.
In the event of a dispute related to this License Agreement, the prevailing party shall recover its costs and reasonable attorneys’ fees in conjunction with such proceeding.