skip to content
Home
Overview
Showcase
Download
Blog
Developers: Visit
MovableType.org
Support
Customer Sign In
Home
> Download > License Agreement
License Agreement
« Back to download page
MOVABLE TYPE PRO SOFTWARE BLOGGER LICENSE AGREEMENT FOR INDIVIDUAL USE AND PRE-SCHOOL – GRADE 12 EDUCATION USE UNLIMITED USERS UNLIMITED PROFILES NO TECHNICAL SUPPORT READ CAREFULLY - THIS IS A BINDING LEGAL AGREEMENT Your use of Movable Type Pro software (the "Software") is subject to the all of the terms and conditions of this License Agreement (the "Agreement") between you (the “End User”) and Six Apart Ltd. ("Six Apart"). By selecting "I Accept" when downloading the Software, or by downloading, copying, installing or using the Software at any time, the End User agrees to be bound by all of the terms and conditions of this Agreement. If the End User does not agree to all of the terms and conditions of this Agreement, the Software may not be copied, installed or used and must be removed from all of the End User's computer systems. 1. LICENSE GRANT. Subject to the End User’s payment of the license fees specified by Six Apart (the "License Fees") and further subject to the terms and conditions of this Agreement, Six Apart hereby grants to the End User, commencing on the date of the End User's first receipt of the link to the URL from which the Software can be downloaded (the “Effective Date”) and continuing for the term of this Agreement, a non-exclusive, non-transferable, world-wide, limited license to install and use the Software, in the form provided by Six Apart with all proprietary notices intact, and to use any documentation provided in connection with the Software (the “Documentation”): (i) for a single instance of the Software on a single production server to create, publish and maintain an unlimited number of Web logs ("blogs") for the maximum number of “Users” and “Profiles” specified at the beginning of this Agreement; (ii) on an unlimited number of other computer systems, solely for the purposes of testing, training, development, quality assurance, validation, backup and/or disaster recovery; and (iii) solely for one of the “Authorized Purposes” specified below. For the purposes of this Agreement, an "instance" of the Software means the existence of one and only one complete set of the Software’s database tables necessary to run the Software in production with a distinct data set. For the purposes of this Agreement, the rights granted in this Section 1.1 are collectively referred to as the “License Grant”. 1.1 The only “Authorized Purposes” under this Agreement are: 1.1.1 Use of the Software by an individual in his or her capacity as an individual, which excludes any use in the course or conduct of any role or relationship with (i) any company, corporation, partnership, association or any other form of commercial, fraternal or charitable organization, whether incorporated or unincorporated; or (ii) any executive, legislative, judicial or administrative office, agency, department, board, tribunal or committee, elected or appointed, of any local, municipal, state, provincial, regional or national government; or 1.1.2 The End User being engaged, on its own behalf, in providing educational instruction to the students of an accredited preschool, which for the purposes of this definition means an institution meeting all of the following criteria: (i) it is an early childhood program that serves a minimum of ten children between two and five years of age; (ii) it has been in operation for at least one year; (iii) it provides educational services, and (iv) is it incorporated for the purpose of providing education services to children between two and five years of age; or 1.1.3 The End User being engaged, on its own behalf, in providing educational instruction to the students of an accredited K-12 education institution, which for the purposes of this definition means an accredited public or private primary or secondary school providing full-time instruction, organized and operated exclusively for the purpose of teaching its matriculating students. 1.1.4 The Authorized Purposes exclude use by any of the following: non-accredited educational institutions, home schools, museums, hospitals and other health-care organizations, churches or other religious organizations, libraries, military schools that do not grant academic degrees and training centers or schools which grant certificates for completion or courses. 1.3 For the purposes of this Agreement, “User” means a unique login name generated or recognized by an instance of the Software that possesses the permission to do anything more than commenting on one or more blogs and which has been used to log in to the Software within the prior ninety (90) days. Notwithstanding the foregoing, an individual whose relationship with the End User has been terminated and who is no longer authorized by the End User to make use of the Software no longer counts as a User effective upon the date of his/her termination, even if such individual has logged in to the Software within the prior ninety (90) days. Use of a login name by more than one person is prohibited. The maximum number of Users permitted under this Agreement may be amended from time to time upon the End User’s order of and payment for licenses for additional Users, which amendment will be documented by corresponding invoice(s) provided to the End User by Six Apart. 1.4 For the purposes of this Agreement, “Profile” means a collection of information identifying an individual who has registered as a member of the End User’s community making use of the Software’s profile and comment registration system. A “Profile” does not count against the number of licensed “Users”. 1.5 Six Apart reserves the right to determine, in its sole discretion, whether the End User’s use of the Software at any time complies with the maximum licensed number of Users or Profiles or the Authorized Purposes. If Six Apart determines that the End User is not using the Software in a manner which complies with the maximum licensed number of Users or Profiles or the Authorized Purposes, Six Apart may, in its sole discretion, terminate this Agreement or invoice the End User the License Fees appropriate to the End User’s actual number of Users or Profiles (at Six Apart’s highest then-current license rate per User or per Profile) or the End User’s actual purpose (at Six Apart’s then-current license rate applicable to such purpose), retroactive to the date of first such use, and the End User will pay such invoice within thirty (30) days of receipt. 2. RIGHTS RESERVED. Six Apart owns all right, title and interest in and to the Software and the Documentation. Six Apart reserves all rights to the Software and Documentation that are not expressly granted in this Agreement. Nothing in this Agreement will be construed as granting the End User any property rights in the Software or any Documentation, or to any invention or any patent, copyright, trademark, or other intellectual property right that has been issued, or that may issue, based on the Software and/or Documentation. The Software and Documentation are licensed hereby, not sold. 3. RESTRICTIONS. 3.1 The End User will use the Software in compliance with any and all applicable laws, rules and regulations of the jurisdictions in which the End User uses the Software. In addition, the End User may not under any circumstances: 3.1.1 Create and/or distribute derivative works based on the Software and/or Documentation (however, the creation and/or distribution of plugins and other extensions to the Software making use of application programming interfaces published by Six Apart is permitted); 3.1.2 Reproduce the Software and/or the Documentation except as described in this Agreement; 3.1.3 Reverse engineer, decompile, disassemble or otherwise attempt to reconstruct or discover any source code or algorithms of the Software; 3.1.4 Sell, lease, assign, license, sublicense, disclose, distribute or otherwise transfer or make available the Software and/or the Documentation, in whole or in part or any copies thereof, in any form to any third parties; 3.1.5 Host the Software for third party use or otherwise make the Software’s functionality available to third parties as an application service provider or service bureau; 3.1.6 Remove or alter any proprietary notices on the Software; or 3.1.7 Allow use of the Software by third parties not included in the definition or count of Users or Profiles. 4. UPDATES AND UPGRADES. 4.1 For the purposes of this Agreement, “Update” means a release of the Software which adds minor functionality enhancements to the current version. This class of release is identified by the change of the version number to the right of the decimal point, i.e. X.1 to X.2. For the purposes of this Agreement, “Upgrade” means a major release of the Software which incorporates a major new feature or enhancement that changes the core functionality of the Software. This class of release is identified by the change of the version number to the left of the decimal point, i.e. 4.X to 5.X. The assignment of a release of the Software to the category of “Update” or “Upgrade” will be at the sole discretion of Six Apart. 4.2 Included in the License Fees is the End User’s pre-payment for all Updates to the Software commercially released by Six Apart during the term of this Agreement. Subject to the terms and conditions of this Agreement, all Updates to the Software commercially released by Six Apart during the term of this Agreement will be made available to the End User without additional charge and will be deemed to be incorporated into the License Grant upon release. The End User’s right to receive Updates to the Software will terminate upon termination of this Agreement for any reason. For the avoidance of doubt, this Agreement does not grant the End User any rights with regard to any Upgrades to the Software and any such Upgrades must be licensed separately by the End User. 5. FEES, PAYMENT AND TAXES. 5.1 As consideration for the License Grant and the right to receive Updates to the Software, the End User will pay Six Apart the one-time, non-refundable License Fees on or before the Effective Date. 5.2 In addition to any other remedies available to Six Apart, the End User will pay a late fee of one and one-half percent (1.5%) per month (or the maximum amount permitted by applicable law, whichever is less) for any late payments hereunder. 5.3 The End User is solely responsible for, and will defend, indemnify and hold Six Apart harmless against, any and all excise, value added, registration, stamp, property, documentary, transfer, sales, use and similar taxes, levies, charges and fees incurred or that may be payable to any taxing authority in connection with the transactions hereunder, other than any income tax incurred by Six Apart. All fees stated herein are net of any applicable taxes. 6. TERM AND TERMINATION. 6.1 The term of this Agreement begins on the Effective Date and, unless terminated earlier in accordance with the specific terms of this Agreement, continues in perpetuity. 6.2 Six Apart may terminate this Agreement if the End User breaches any provision of this Agreement and such breach is not cured within fifteen (15) days after written or email notice to the End User. Upon such termination by Six Apart, the License Grant to the End User included in this Agreement will terminate, the End User will immediately uninstall and cease all use of the Software and no refund, in whole or in part, of the License Fees will be due to the End User. 6.3 Sections 5.2, 5.3 and 7 – 11, inclusive, will survive any termination or expiration of this Agreement. 7. REPRESENTATIONS, WARRANTIES AND REMEDIES; DISCLAIMERS. 7.1 Six Apart represents and warrants that the Software does not (i) infringe any intellectual property rights of any third party or (ii) contain any instructions intentionally designed to modify, damage, destroy, record or transmit information within a computer, computer system or computer network without the intent or permission of the owner of the information. This warranty does not apply to any “Open Source Software”. For the purposes of this Agreement, “Open Source Software” means software made available pursuant to a license which has been approved by the Open Source Initiative (http://www.opensource.org), as well as derivatives of such licenses. During the term of this Agreement, if any portion of the Software (other than Open Source Software) is found to be in violation of this warranty, Six Apart will, at its sole expense, make reasonable commercial efforts to modify or replace the Software so that it complies with this warranty, without any material loss of the Software’s functionality, or to obtain the right for the End User to continue to use the Software consistent with this Agreement. The End User will permit Six Apart a commercially reasonable amount of time to effect such modification or replacement or to obtain such right prior to pursuing any other remedy for breach of this warranty. 7.2 The End User represents and warrants that the End User will use the Software and the Documentation in full compliance with any and all applicable laws, rules and regulations of the jurisdictions in which the End User uses the Software and/or the Documentation and not in a manner that infringes any rights of any third party. 7.3 EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, SIX APART MAKES NO REPRESENTATION OR WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, SIX APART’S PRODUCTS AND SERVICES ARE PROVIDED “AS-IS” AND SIX APART DISCLAIMS ANY REPRESENTATION THAT ITS PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, THE END USER ASSUMES ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF THE SOFTWARE AND DOCUMENTATION INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR SOFTWARE PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, THE END USER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF ITS USE OF THE SOFTWARE AND ASSUMES ALL RISKS ASSOCIATED WITH THE APPROPRIATENESS OF SUCH USE. 8. INDEMNIFICATION. The End User will indemnify, defend and otherwise hold harmless Six Apart, its officers, directors, employees, agents and subsidiaries from and against any claim or suit brought against Six Apart relating to, or resulting from, the End User’s breach or alleged breach of this Agreement or any of the End User’s representations and warranties hereunder. Six Apart will promptly notify the End User of any and all such claims and will reasonably cooperate with the End User with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Six Apart in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Six Apart's written consent (to be granted or withheld at Six Apart’s sole discretion) and Six Apart may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. 9. LIMITATION OF LIABILITY. EXCEPT IN CONNECTION WITH THE BREACH ANY OF THE PROVISIONS LISTED IN SECTION 3, “RESTRICTIONS”, ABOVE, OR THE INDEMNIFICATION OF THIRD PARTY CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO THE PARTIES TO THIS AGREEMENT. IN NO EVENT WILL SIX APART'S TOTAL CUMULATIVE LIABILITY EXCEED THE FEES ACTUALLY PAID BY THE END USER TO SIX APART UNDER THIS AGREEMENT IN THE MOST RECENT TWELVE (12) MONTH PERIOD PRIOR TO THE ACTS GIVING RISE TO SUCH LIABILITY. 10. DISPUTE RESOLUTION. All disputes between the parties arising from or concerning in any manner the subject matter of this Agreement will be resolved through binding arbitration by a single arbitrator pursuant to the American Arbitration Association’s rules applicable to commercial disputes. The arbitration will be held in San Francisco, California. 11. GENERAL. 11.1 This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles. This Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in California. If the End User is outside of the United States, the parties agree that rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. 11.2 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect. 11.3 The manufacture and sale of the Software is subject to the export control laws of the United States of America, including the U.S. Bureau of Industry and Security regulations, as amended, and the parties hereby agree to obey any and all such laws. 11.4 Failure by a party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties. 11.5 The End User may not assign this Agreement, and any assignment of this Agreement by the End User will be null and void. 11.6 The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. 11.7 This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. 11.8 Neither party will be liable for any failure or delay in its performance under this Agreement, except the making of payments, due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, strikes, riot, war, sabotage, failure of suppliers and governmental action, which are beyond its reasonable control. 11.9 The section titles and numbering of this Agreement are displayed for convenience and have no legal effect. 11.10 This Agreement may be executed in counterparts, each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement. 11.11 This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
Download
Download Movable Type
Pricing & Licensing FAQ
Compare Products
