INOVX SOLUTIONS, INC. - END USER SOFTWARE LICENSE AGREEMENT
This License Agreement is a legal agreement between you (either an individual person or a single legal entity, who will be referred to in this agreement as "You") and INOVX Solutions, Inc. ("Licensor") for the INOVX computer software, manuals, and associated documentation ("Software").
BY CLICKING ON THE "ACCEPT" BUTTON OR OPENING THE PACKAGE (WHICHEVER IS APPLICABLE), AND BY USING THE SOFTWARE YOU ARE CONSENTING TO BE BOUND BY AND THEREBY BECOME A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE OR RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A REFUND (WHICHEVER IS APPLICABLE). THE SOFTWARE AND DOCUMENTATION ARE PROVIDED FOR USE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
LICENSE GRANT. Subject to payment of applicable license fees, Licensor grants to You a non-exclusive, non-transferable license to use the Software and accompanying documentation ("Documentation") in the manner described herein. There are no implied licenses under this Agreement.
SCOPE OF LICENSE GRANT. If this Software is a node-locked version, You may install and use the Software on only a single specified computer at one location. If this Software is a floating version, You may install and use the Software on any computer on the internal (local) area network, subject to the designated limitation on user seats. If this Software is a server version (i.e. INOVX Enterprise Server or V-Suite Application Server), You may install and use the Software on any computer. Any type of license can be transferred to another computer, provided that the license is supported by a maintenance agreement.
You may not (a) permit other individuals to use the Software, except under the terms hereof; (b) permit concurrent use of the Software unless You have a floating license, and then only in accordance with the terms hereof; (c) transfer, assign or sublicense the Software; (d) modify, alter, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software; (e) rent, lease, redistribute, grant a security interest in, or otherwise transfer rights to the Software; (f) use the Software for Application Service Provider (ASP) hosting purposes or as part of any time-sharing or service bureau arrangement; or (g) remove any proprietary notices or labels on the Software.
EVALUATION LICENSE. If this Software is designated as a demonstration, evaluation, or trial version, you may use it only for the purpose of commercial evaluation. You may not use it for commercial, professional, or for-profit purposes.
REGISTRATION REQUIRED. Upon your first use of the V-Suite CORE Software, You must register the Software and obtain a user key in order to continue to use the Software under the terms hereof. To do so, follow the instructions in the documentation provided with the Software and/or following the directions as prompted when you first install the Software.
NO WARRANTY OF PERFORMANCE OR RESULTS. If operated as directed, the Software is intended to substantially achieve the functionality described in the documentation provided with the Software, if any. However, Licensor does not and cannot warrant the performance or results that may be obtained by using the Software and does not and cannot warrant that your use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. In addition, the Software has inherent limitations, and you must determine that the Software sufficiently meets your requirements. Accordingly, the Software and any related documentation are licensed "AS IS" and the entire risk as to the results and performance of the Software is assumed by You.
For U.S. Government End Users. The Software is "commercial computer software" and related documentation is "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212. Accordingly, the Software is provided to U.S. Governmental end users (a) only as a commercial end item and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD PARTIES’ RIGHTS.
IN NO EVENT WILL OTHER WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. MOREOVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF SUCH STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD OF TIME PERMITTED BY LAW. NO DEALER, AGENT OR EMPLOYEE OF LICENSOR IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, (HOWEVER ARISING, INCLUDING NEGLIGENCE, TORT, CONTRACT, OR OTHERWISE), SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM YOU FOR A LICENSE TO THE SOFTWARE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
TITLE. Title, ownership rights, and intellectual property rights in the Software shall remain in Licensor and/or its suppliers. The Software is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Software is the property of the applicable content owner and is protected by applicable law. The license granted under this Agreement gives you no rights thereto.
TERMINATION. This license is effective until terminated. You may terminate it at any time by destroying the Software and documentation, together with all copies thereof. If the Software is designated as a lease license, then the term of the license shall be that for which You have paid. Upon termination, all license rights granted hereunder shall immediately terminate. This Agreement and the license granted hereunder will terminate automatically if you fail to comply with any of the terms or limitations described herein. Upon any such termination, you must destroy all copies of the Software and any related documentation.
MISCELLANEOUS. You shall at all times comply with all applicable laws regarding the Software at your own expense. This Agreement is expressly made subject to any laws, regulations, orders or other restrictions on the export from the U.S. of the Software or associated information which may from time to time be imposed by the U.S. government. This Agreement represents the complete and exclusive statement of the agreement concerning the license granted hereunder and may be amended only by a writing executed by both parties and supersedes any proposal or prior agreement, oral or written, and any other communications between Licensor and You relating to the subject matter of this Agreement. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any term of any purchase order or other communication is inconsistent or in conflict with any provisions of this Agreement, the provisions of this Agreement shall govern. The suppliers and resellers of Licensor are intended third party beneficiaries of this Agreement, with the right to enforce the terms hereof directly against you. If any provision of this Agreement is held to be unenforceable, such provisions shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by the laws of the State of California, excluding conflict of law provisions (except to the extent applicable law, if any, provides otherwise). The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.