Software License Agreement
THIS AGREEMENT is entered into as of 30-09-2022, between Upwest , in the name of  Ângelo Miguel Simões Nogueira dos Santos, with office at Mafra Bussiness Av.Primeiro de Maio 1, 2640-455 Mafra Portugal and you (either an individual or a single entity)

WHEREAS, Licensee wishes to license software for the purpose of an umbraco package andUpwest desires to license this software to licensee.

NOW THEREFORE, the parties hereto agree as follows:

1. GRANT OF LICENSE
This UMBRACO PACKAGE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. This UMBRACO PACKAGE is licensed, not sold.
Subject to the terms and conditions of the Agreement, Upwest grants to Licensee a non-exclusive, non-transferable license to use the software identified for the purpose of an umbraco package. 
Licensee may use the Licensed Programs in executable format for its own use, and may only use the licensed programs or incorporate them into their own Umbraco domain (1 license per domain) except for free packages. 
Licensee may not, however, transfer or sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether modified or unmodified.
Licensee however, can use this software for testing proposals in any localhost environment with full functionality

2. CONSIDERATION TO Upwest
a. Licensee shall pay before delivery of the Licensed key, the license fees set forth in  exhibit A attached hereto.
b. License fees do not include any shipping, duties, bank fees, sales, use, excise or similar taxes due. If Licensor is required to pay any such amounts, Licensee shall reimburse Licensor in full.

3. COPIES
Licensee may make copies of the Licensed Program in executable code form as necessary for use by Licensee and for backup or archive purposes. Licensee agrees to maintain records of the location and use of each copy, in whole or in part, of the Licensed Programs. 
Each Licensed Program is copyrighted but unpublished by Upwest. 
Licensee agrees to reproduce and apply the copyright notice and proprietary notice of Upwest to all copies made hereunder, in whole or in part and in any form, of Licensed Programs.

4. OWNERSHIP
The original and any copies of the Licensed Programs, made by Licensee, including translations, compilations, partial copies, modifications, and updates, are the property of Upwest.

4. PRICES AND TERMS OF PAYMENT
(i)The prices, rates and types in force from time to time can be found also on Umbraco's website and may be changed at the end of each calendar quarter on one month's notice. All prices exclude VAT which shall be applied at the prevailing rate.
(ii)All Upwest.Bundle requested licenses are processed by paypal to the email account angelo.santos@upwest.pt for the price of 150€ (excluding VAT) for one year subscription.
(iii)All Upwest.Calendar requested licenses are processed by paypal to the email account angelo.santos@upwest.pt for the price of 60€ (excluding VAT) for one year subscription.
(iv)The Customer accepts that invoices and reminders sent by email to the email address provided by the Customer shall be deemed delivered when sent by Upwest.

6. PROPRIETARY RIGHTS
Licensee recognizes  that Upwest regards the Licensed Programs as its proprietary information and as confidential trade secrets of great value. Licensee agrees not to provide or to otherwise make available in any form the Licensed Programs, or any portion thereof, to any person other than employees of Licensee without the prior written consent of Upwest. Licensee further agrees to treat the Licensed Programs with at least the same degree of care with which Licensee treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Licensed Programs.

7. TERM
The license granted hereunder shall continue unless and until terminated pursuant to Section 7 hereof and subject to Licensee's proper performance of its obligations hereunder.

8. TERMINATION
Upwest may terminate this Agreement if Licensee is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) days after written notice thereof from Upwest.

9. TERMINATION CERTIFICATE
In the event of termination,  Licensee will immediately discontinue use of the Licensed Programs. Within one (1) month after termination of this Agreement, Licensee will furnish to Upwest a certificate which certifies with respect to each of the Licensed Programs that,
through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and in any form, of each of the Licensed Programs have been destroyed. 
The provisions of Sections 4, 5, 8, 11, and 13 hereof shall survive any termination of this Agreement.

10. MAINTENANCE SUPPORT
Licensor will provide to Licensee the following support with respect to the Software:

(i) If during the 1st year of this Agreement, Licensee notifies Licensor of a substantial program error respecting the Software, or Licensor has reason to believe that error exists in the Software and so notifies Licensee, 
Licensor shall at its expense verify and attempt to correct such error within thirty (30) working days after the date of notification.If Licensee is not satisfied with the correction, 
then Licensee may terminate this Agreement, but without refund of any amount paid to Licensor or release of any amounts due Licensor at the time of termination.

(ii) In the case that Licensee has technical questions in the use of the Software during the 1st year of this Agreement, Licensee may submit those questions to Licensor.
Licensor shall provide consulting to answer such questions without charge to Licensee up to a maximum of sixteen (16) hours for each licensed program.

(iii) If License desires to continue the Software support specified in this section, Licensee shall pay to Licensor the maintenance fee(s) set forth in Exhibit A.

(iv) If Licensee desires to renew its license for a period of one year.

(v) ALL THE PACKAGES INCLUDED IN UPWEST.BUNDLE WERE BUILT WITH MAXIMUM CSS ISOLATION BUT CAN COLIDE WITH YOUR OWN CSS´S.IT IS NOT UPWEST RESPONSABLILTY TO ADJUST ANY KIND OF DESIGN OR CSS APART FORM THE ONES PROVIDED  

11. DELIVERY OF LICENSED PROGRAMS
Upwest shall use its best efforts to deliver the Licensed Programs promptly after receipt of the purchase order and export license (if required)

12. WARRANTY DISCLAIMER
Upwest licenses, and Licensee accepts, the licensed programs "AS IS." Upwest PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING,WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED PROGRAMS WILL BE UNINTERRUPTED OR ERROR FREE.

13. PATENT AND COPYRIGHT INDEMNITY
Upwest will defend at its own expense any action brought against Licensee to the extent it is based on a claim that the Licensed Programs used within the scope of the license granted hereunder infringe a EULA patent, copyright or other proprietary right of a third party. Upwest will pay any costs, damages or attorney fees finally awarded against Licensee in such action which are attributable to such claim, provided Upwest is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority. In the event that a Licensed Program becomes,or in Upwest's opinion is likely to become, the subject of a claim of infringement of a EULA, copyright or trade secret, Upwest may at its option either secure Licensee's right to continue using the Licensed Programs, replace or modify the Licensed Programs to make themnot infringing, or provide Licensee with a refund of the license fee less depreciation on a 5 (five) year, straight-line basis. Upwest shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a Licensed Program in any form other than the original, unmodified form provided to Licensee or the use of a combination of the Licensed Programs with hardware, software or data not supplied by Upwest where the used Licensed Programs alone in their original, unmodified form would not constitute an infringement. The foregoing states Licensee's entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.

14. LIMITATION OF LIABILITY
Upwest'S LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE AMOUNTS ACTUALLY PAID HEREUNDER BY LICENSEE TO Upwest. IN NO EVENT SHALL Upwest BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF LIABILITY.

15. NOTICES
All notices in connection with this Agreement shall be in writing and may be given by certified, registered, or first class mail or personally delivered at the address set forth on the front page.
For purposes of this Agreement, a notice shall be deemed effective upon personal delivery to the party or if by mail five days after proper deposit in a mail box.

16. SUCCESSORS
This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.

17. SEVERABILITY
In the event any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall remain in force as if such provision were not a part.

18. GOVERNING LAW/FORUM
This Agreement shall be governed and interpreted by the laws of the EULA. Both parties hereby consent to such personal and exclusive jurisdiction.
If you do not agree with the terms of this EULA, do not download, install, copy or use the Software. By installing, copying or otherwise using the UMBRACO UPWEST BUNDLE PACKAGE, you agree to be bound by the terms of this EULA.
If you do not agree to the terms of this EULA, the Vendor is unwilling to license the UMBRACO UPWEST BUNDLE PACKAGE to you

19. NON-ASSIGNMENT
This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by Licensee without the prior written consent of Upwest.

20. EXPORT REGULATIONS
Licensee understands that Upwest is subject to regulation by agencies of the EULA, which prohibit export or diversion of certain technical products to certain countries. Licensee warrants that it will comply in all respect with the export and re-export restrictions set forth in the export license for the Licensed Programs and all other applicable export regulations. Licensee agrees to indemnify and hold Upwest harmless from any loss, damages, liability or expenses incurred by Upwest as a result of Licensee's failure to comply with any export regulations or restrictions.

21. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and merges and supersedes all prior agreements, discussions andunderstandings, express or implied, concerning such matters. This Agreement shall take precedence over any additional or conflicting terms which may be contained in Licensee's purchase order or Upwest's order acknowledgment forms.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.