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User agreement for eBay tools
Before using the software selected by you (the "Software"), you must read and agree to these licence terms and conditions (the "Agreement"). If you do not agree with any of the provisions you must not accept this Agreement.
eBay Europe S.à r.l. ("eBay") hereby grants you the right to use the Software subject to the terms and conditions of this Agreement and of the eBay user agreement posted on the eBay web site located at www.eBay.ie (the "eBay Site"). You agree that you will use the Software only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws and the restrictions as described below, if applicable. You may not copy, distribute, sublicense, rent, lease or transfer the Software. Your right to use the Software will terminate immediately if you breach any provision of this Agreement or of the eBay user agreement. Upon termination, you may no longer use the Software.
If you use the Sales Reports software, you agree you will use such software solely to (i) display materials or reports obtained from the Sales Reports Service to no more than one person at a one time for a period of 24 months after you purchase such materials or reports and (ii) obtain one single printout of a report of metrics for your own eBay selling activity for your personal, non-commercial use, subject to this Agreement and eBay's online policies, including but not limited to the user agreement on the eBay Site.
You acknowledge and agree that eBay owns all right, title and interest in and to the Software, including without limitation all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights existing from time to time under patent, copyright, confidential information, trade mark, database right or design right law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, or hereafter in force and effect worldwide. You agree not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software (except as permitted by law).
By using the Software you agree to pay all subscription fees, if applicable, owed to eBay in connection with such use as described during the subscription process.
Availability and Support:
Support will be provided via email support. As long as all fees have been paid, if applicable, you will be entitled to free upgrades to the version of the Software you licensed.
The Software will not be made available twenty four (24) hours a day, and eBay may discontinue use of the Software at any time in eBay's sole discretion.
Disclaimer of Warranties:
eBay disclaims any responsibility for any harm resulting from your use of the Software. THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITH NO WARRANTIES WHATSOEVER. EBAY EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. EBAY DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SOFTWARE.
Limitation of Liability:
UNDER NO CIRCUMSTANCES SHALL EBAY BE LIABLE TO YOU ON ACCOUNT OF YOUR USE OR MISUSE OF THE SOFTWARE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES WHETHER ANY SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF EBAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE FROM INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EBAY'S LIABILITY FOR FRAUDULENT MISREPRESENTATION, FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE OR THE NEGLIGENCE OF ITS AGENTS OR EMPLOYEES OR FOR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
You agree to indemnify and hold harmless eBay, and its subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software, any alleged violation of this Agreement, any alleged breach of any applicable law or regulation. eBay reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations.
Term and Termination:
Either party may terminate this Agreement immediately in the event of default by the other party. eBay may terminate this Agreement at any time with ten (10) days notice. Upon any termination of this Agreement, you shall immediately discontinue the use of the Software and shall within ten (10) days return to eBay all copies of the Software. You may also terminate this Agreement at any time by destroying the Software and all copies thereof. Your obligations to pay accrued charges and fees, if applicable, shall survive any termination of this Agreement.
This Agreement constitutes the entire agreement between you and eBay with respect to the Software and supersedes all other agreements, contemporaneous and prior, between you and eBay with respect to the Software.
In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect.
Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
eBay will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war, an act of God, local government or government, earthquake or storm, acts of terrorism, explosion, civil commotion or industrial dispute.
You acknowledge that eBay Inc. has rights in the Software and that eBay Inc. has the right to enforce terms in this Agreement against you, including, without limitation, termination. eBay Inc. is an express third party beneficiary to this Agreement. Save for eBay Inc., a person who is not a party to this Agreement, has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to rely on or enforce any term of this Agreement. Nothing in this Agreement shall affect any right or remedy of a third party which exists or is available apart from the Act.
Interpretation and enforcement of this Agreement will be governed by the laws of England and Wales. You and eBay both agree to submit to the non-exclusive jurisdiction of the English Courts in relation to any action arising out of or relating of use of the Software.
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