End-User License Agreement (EULA)

The following End-User License Agreement is provided for your convenience only. The single source of truth is always the EULA bundled with the Software. Please refer to the EULA included with your Software download for the authoritative version.

Overview

This End-User License Agreement (“EULA”) is a legal agreement between you (the “Customer”, the “End User”, or the “Licensee”), either as an individual or, if purchased or otherwise acquired by or for an entity, as an entity, and CoCart Headless, LLC (“CoCart Headless, LLC”, “we”, “us”, “our”, or the “Licensor”). Read the EULA carefully before completing the installation process and/or using “API Security” and its related software components (the “Software”).
CoCart Headless, LLC provides the software solely on the terms and conditions set forth in this EULA and on the condition that you accept and comply with them.
By using the software, you (A) accept this EULA and agree that you are legally bound by its terms and conditions; and (B) represent and warrant that: (I) you are of legal are to enter into a binding EULA; and (II) if the licensee is a corporation, governmental organization, or other legal entity, you have the right, power and authority to enter into this EULA on behalf of the licensee and bind the licensee to its terms and conditions. If the licensee does not agree to the terms and conditions of this EULA, CoCart Headless, LLC will not and does not license the software to the licensee and the licensee must not download or install the software.
Notwithstanding anything to the contrary in this EULA or the licensee’s acceptance of the terms and conditions of this EULA, no license is granted (whether expressly, by implication or otherwise) under this EULA, and this EULA expressly excludes any right concerning any software that the licensee did not acquire lawfully or that is not a legitimate, authorized copy of the software.

License grant

License key. To install and use an authorized copy of the Software, you will need a license key issued by CoCart Headless, LLC. If your license key is published with or without your fault, CoCart Headless, LLC reserves the right to terminate your access to the Software without notice.
General Use. This Agreement grants you a non-exclusive, non-transferable, limited license to the use rights for the Software, without the right to grant sublicenses, subject to the terms and conditions in this Agreement. The Software is licensed, not sold.
You may reproduce and use the Software and the features specifically applicable to the purchased License during the Term on one or more physical or virtual machines. The Software may be used in association with Websites (each identified by a single domain or subdomain) that are owned or managed by you or by your clients as part of your development services. These Websites may be hosted on third-party servers, provided that you or your clients retain ownership and operational management of the Websites; the aggregate number of such Websites on which the Software is used must not exceed the maximum number authorized at the time of purchase and as specified in your invoice. You must inform CoCart Headless, LLC of your knowledge of any infringing use of the Software by you and any of your clients. You are responsible and liable for your compliance and compliance by those third parties with the terms and conditions of this EULA.
Archive Copies. You may download copies of the Software for archival purposes. All intellectual property, including any copyright and other proprietary rights, in the Software and any copies thereof shall at all times remain vested in CoCart Headless, LLC.
Electronic Delivery. All Software and license documentation shall be delivered by electronic means unless otherwise specified on the applicable invoice or at the time of purchase.
Software shall be deemed delivered when it is made available for download by you (“Delivery”).
Updates. Upon delivery to you, any new versions, updates, or upgrades of the Software will constitute an element of the Software and will thereafter be subject to this EULA.

Ownership

Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, CoCart Headless, LLC retains all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions)(“Modifications”).
You acknowledge and agree that you are obtaining only a limited license right to the Software, and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder, no ownership rights are being conveyed to you under this EULA or otherwise.

Restricted Uses

You shall not (and shall not allow or enable any third party to):
1. decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions);
2. distribute, sell, sublicense, rent, lease or use the Software in any way, including for time sharing, hosting, service provider purposes, or redistribute it as part of a product, “appliance” or “virtual server”, except as expressly permitted under this Agreement;
3. redistribute the Software or Modifications other than by including the Software or a portion thereof within your own product, which must have substantially different functionality than the Software or Modifications and must not allow any third party to use the Software or Modifications, or any portions thereof, for software development or application development purposes;
4. remove any product identification, proprietary, copyright or other notices contained in the Software;
5. modify any part of the Software, create a derivative work of any part of the Software or incorporate the Software, unless otherwise permitted by this EULA;
6. publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software;
7. utilize any equipment, device, software, or other means designed to circumvent or remove any form of license key or copy protection used by CoCart Headless, LLC in connection with the Software, or use the Software together with any authorization code, license key, serial number, or other copy protection device not supplied by CoCart Headless, LLC;
8. use the Software to develop a product which is competitive with any CoCart Headless, LLC product offerings; or
9. use unauthorized license keys or distribute or publish license keys, except as may be expressly permitted by CoCart Headless, LLC in writing. If your license key is ever published, CoCart Headless, LLC reserves the right to terminate your access without notice.
UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE AS PART OF A PRODUCT OR SERVICE THAT PROVIDES SIMILAR FUNCTIONALITY TO THE SOFTWARE ITSELF.

Fees and Payment

The Software license fees will be due and payable in full as set forth in the applicable invoice or at the time of purchase. If the product doesn’t function, refunds may be available according to the ~~Refund Policy~~ in effect at the time of purchase, but in no case later than 14 days after purchase. You shall be responsible for all taxes, withholdings, duties and levies arising from the order (excluding taxes based on the net income of CoCart Headless, LLC).
You are responsible for ensuring the accuracy and validity of all fees and charges paid by you. You are also responsible for any bank charges and fees imposed by your bank. CoCart Headless, LLC reserves the right to recover any fees and charges payable by you, including any bank charges and fees, resulting from any inaccurate or invalid payments or charge disputes made by you or initiated by you with your bank.
In the event that you decide to re-purchase the Software (irrespective of whether such re-purchase is under existing or new credentials) after this Agreement has been terminated by CoCart Headless, LLC, you will first be required to make payment of all fees and charges incurred by CoCart Headless, LLC as a result of your charge dispute. CoCart Headless, LLC will issue you an invoice for all such fees and charges and such invoice shall be paid in full without further reservation, deduction or withholding before the Software is made available to you.

Support

Subject to the terms and conditions of this Agreement, as set forth in your invoice, and as set forth on the Support Policy, support services may be included with the purchase of your license subscription.

Term of Agreement

Term. This Agreement is effective as of the Delivery of the Software and expires at such time as all license and service subscriptions hereunder have expired in accordance with their own terms (the “Term”). The Term of your license under this Agreement is specified at your time of purchase.
Upon the expiry of any Term under this Agreement,
1. all Software updates and services, and any obligation or liability applicable to CoCart Headless, LLC under this Agreement and pursuant to the license shall cease;
2. your licence key will no longer function. You may continue to run existing installations of the Software on physical or virtual machines that are already in use, but your access to features and functions of the Software will be limited at CoCart Headless, LLC’s sole discretion;
3. you may not install the Software on additional physical or virtual machines, nor use it in association with any new Websites (each identified by a single domain or subdomain) that were not already in use at the time of expiry; and
4. any new installation of the Software, or use in association with new Websites, shall require the purchase of a new license subscription from CoCart Headless, LLC.
Notwithstanding the Term, either party may terminate this Agreement (including all related Invoices) if the other party:
1. fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach, provided that CoCart Headless, LLC may terminate this Agreement immediately upon (a) any breach of Sections 2, 3 or 4 of this Agreement, or (b) a charge dispute is opened for any payment under this Agreement;
2. ceases operation without a successor; or
3. seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within thirty (30) days).
Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
Upon any termination of this Agreement, you shall immediately cease any and all use of any Software, remove any copies or traces of the Software from any Websites, and destroy all copies thereof. CoCart Headless, LLC reserves the right to seek any equitable remedies as it deems fit, including injunctive relief, for any failure to comply with this Clause.

Disclaimer of Warranties

The Software is provided “as is” with all faults, defects, and errors, and without warranty of any kind. CoCart Headless, LLC does not warrant that the Software will be free of bugs, errors, viruses or other defects, and CoCart Headless, LLC shall have no liability of any kind for the use of or inability to use the Software, the Software content or any associated service, and you acknowledge that it is not technically practicable for CoCart Headless, LLC to do so. To the maximum extent permitted by applicable law, CoCart Headless, LLC disclaims all warranties, express, implied, arising by law or otherwise, regarding the Software, the Software content and their respective performance or suitability for your intended use, including without limitation any implied warranty of merchantability, fitness for a particular purpose.

Limitation of Liability

In no event will CoCart Headless, LLC be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the Software, the Software content or this Agreement, whether based on contract, tort (including negligence), strict liability or other theory, even if CoCart Headless, LLC has been advised of the possibility of such damages.
In no event will CoCart Headless, LLC’s liability exceed the Software license price as indicated in the invoice. The existence of more than one claim will not enlarge or extend this limit.

Remedies

Your exclusive remedy and CoCart Headless, LLC’s entire liability for breach of this Agreement shall be limited, at CoCart Headless, LLC’s sole and exclusive discretion, to (a) replacement of any defective software or documentation; or (b) refund of the license fee paid to CoCart Headless, LLC, payable in accordance with the Refund Policy.

By using this site and Software, you consent to the collection, use, and processing of your data in accordance with our Privacy Policy.

Miscellaneous

Entire Agreement. This Agreement sets forth our entire agreement with respect to the Software and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral.
Amendment. CoCart Headless, LLC may amend this EULA at any time at its sole discretion. If a revision is material we will attempt to notify you by sending an email to your account’s email address. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of CoCart Headless, LLC, and any attempted assignment without such consent shall be void.
Export Compliance. You agree to comply with all applicable laws and regulations, including laws, regulations, orders or other restrictions on sanctions, export, re-export or redistribution of software.
Indemnification. You agree to defend, indemnify, and hold harmless CoCart Headless, LLC from and against any lawsuits, claims, losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of your use of the Software or breach of this Agreement.
Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
1. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered under the Arbitration Act 1996.
2. The seat of the arbitration shall be London, England.
3. The Tribunal shall consist of one (1) arbitrator.
4. The language of the arbitration shall be English.
5. The law governing this arbitration agreement shall be the laws of England and Wales.
6. The parties agree that the decision of the arbitrator shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction.

Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.

Waiver

Failure or neglect by either party to enforce at any time any of the provisions of this licence Agreement shall not be construed or deemed to be a waiver of that party’s rights under this Agreement.

Headings

The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs.

Contact information

If you have any questions about this EULA, or if you want to contact CoCart Headless, LLC for any reason, please send an email.