End User License Agreement
In4Suite® RE Version: 4.0
BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE PRODUCT, LICENSEE AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS EULA. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS END USER LICENSE, LICENSEE IS NOT AUTHORIZED TO USE THE PRODUCT.
This End-User License Agreement ("EULA") and all Annexes thereto constitute a legal agreement between LICENSEE (here in after referred as "Licensee") and In4Velocity ®; Systems Private Limited, having its registered office at Embassy Heights, Tower A, 7th Floor, No. 13, Magrath Road, Bangalore 560025, India. (here in after referred as "In4velocity") in respect of the product In4Suite® RE, which may include associated media, printed materials, and documentation more fully described in our earlier proposal ("Product"). The Product also includes any updates and supplements to the original Product as may be provided to Licensee from time to time by In4velocity.
1. ENFORCEABILITY
Notwithstanding any right that In4velocity may have under copyright, patent or any other intellectual property law, this EULA shall be enforceable as a contract against Licensee. LICENSEE'S ACCEPTANCE OF THE TERMS HEREOF SHALL BE SIGNIFIED BY THE EXECUTION OF A "HARD COPY" OF THIS EULA OR BY LICENSEE CLICKING ON THE "I AGREE" BUTTON APPEARING ON THE WINDOW CONTAINING THE ELECTRONIC VERSION OF THIS EULA, WHEREUPON LICENSEE EXPRESSLY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA.
2. GRANT OF LICENSE
2.1 The Product is licensed, not sold. In4velocity grants Licensee a non exclusive, non transferable, royalty free and limited license to install and use the Product internally in accordance with the terms contained in this EULA and only after completing 100% Payment due to In4velocity as per agreed terms and conditions. Non-Payment of any Amount due is deemed to be gross violation of this EULA and License shall expire. The Product is exclusively owned by In4velocity and all rights not expressly granted hereunder are reserved by In4velocity. Licensee may install and use the Product, on a single server for use over its network. The number of named users that the client may use is as specified in the PURCHASE ORDER. In Clause 2.2 of this Agreement, Licensee is expressly prohibited from installing the Product on more than one server or from using it outside its local area or wide area network includes usage over internet. This EULA is personal to Licensee and Licensee is hereby expressly prohibited from selling, sub-licensing or otherwise transferring the Product to any other person or legal entity. No license is granted to Licensee for any other purpose. Licensee may not sell, rent, loan or otherwise encumber or transfer the Product in whole or in part, to any third party.
2.2 Licensee shall be permitted to load a licensed version of the Product in a test environment on another server for the purpose of evaluating any bug fixes or patches to the Product as specified in PURCHASE ORDER. However, Licensee expressly agrees that such a limited license version of the Product shall be used for evaluation purposes for no other purpose whatsoever. Any such limited license versions of the Product shall be full featured as compared to the Product.
3. RESTRICTIONS ON USE
Licensee may not reverse engineer, decompile or disassemble the Product. Licensee may not modify the Product or disable any licensing or control features of the Product. Licensee may not reproduce or adapt any part of the Product for any purposes without the express consent of In4velocity. Except as provided in this EULA, Licensee may not transfer, rent, lease, lend, copy, modify, translate, sublicense, time-share or electronically transmit or receive the Product, media or documentation. Licensee shall not utilize the Product in a manner, which is disparaging to In4velocity.
4. EXPORT CONTROL
All software and technical data delivered under this Agreement are subject to Indian laws and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such laws and regulations and acknowledges that Licensee has the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to Licensee.
5. INTELLECTUAL PROPERTY
This EULA does not grant Licensee any rights in connection with any other intellectual property, including but not limited to trademarks or service marks of In4velocity, which may be contained in or operate as part of the Product.
6. TERMINATION
This Agreement is effective until terminated. Licensee may terminate this Agreement at any time by destroying all copies of the Product. Without prejudice to any other rights, In4velocity reserves the right to terminate this EULA at any point in time if Licensee fail to comply with the terms and conditions herein contained. Upon termination, Licensee shall destroy all copies of the Product and any other adaptations in any form under Licensee's control.
7. COPYRIGHT
The Product is protected by international copyright and intellectual property laws. All title and copyrights in and to the Product source code (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Product source code), the accompanying printed materials, documentation and any copies of the Product source code howsoever made, are the sole and exclusive property of In4velocity and Licensee shall have no rights in law or equity other than as have been expressly granted hereunder.
8. NO OTHER WARRANTIES
IN4VELOCITY WARRANTS TO LICENSEE THAT FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF PURCHASE, AS EVIDENCED BY A COPY OF THE RECEIPT, THE MEDIA ON WHICH THE PRODUCT IS FURNISHED (IF ANY) WILL BE FREE OF DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE. EXCEPT FOR THE FOREGOING, THE PRODUCT IS PROVIDED ON AN AS-IS BASIS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN4VELOCITY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE PRODUCT. IN4VELOCITY'S ENTIRE LIABILITY UNDER THIS LIMITED WARRANTY WILL BE AT IN4VELOCITY'S OPTION TO REPLACE MEDIA OR REFUND THE FEE PAID FOR PRODUCT.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IN4VELOCITY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF IN4VELOCITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, IN4VELOCITY'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE PRODUCT.
10. MISCELLANEOUS
This EULA is governed by the laws of Bangalore, India and the choice of law rules of any jurisdiction will not apply. If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement is the entire agreement between Licensee and In4velocity relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.
11. HIGH RISK ACTIVITIES
The Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Product could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). In4velocity specifically disclaims any express or implied warranty of fitness for High Risk Activities