End user agreement for WMSmart
This End-User License Agreement ("Agreement") is a legal agreement between you (either an individual or a single entity) and Invenology Ltd. (“Invenology”)for the provided Alloy Software's product ("Software"), which includes computer software and may include associated media, printed materials, and "online" or electronic documentation, and all copyright, trade secrets and the other rights, titles and interests therein. By purchasing, installing, copying, or otherwise using the Software Product, you agree to be bound by all of the terms and conditions of this License Agreement.
If you are accepting this License Agreement on behalf of a corporation, partnership or other legal entity, the use of the terms "you" and "your" in this License Agreement will refer to such entity.
1. GRANT OF LICENSE
Subject to the terms and conditions of this License Agreement, Invenology grants to you a personal, nonexclusive, nontransferable and limited license to install and use the Software for the purposes set forth herein. All ownership and copyright to the materials in this package, both Software Product and Documentation, remain exclusively with the Alloy Software. This Agreement allows you to install and share the Software Product among multiple administrative users (technicians) sharing a single database (or data repository), based on the license(s) paid by you to Alloy Software. You may not install the Software Product, or any part thereof, on any additional machines nor at any additional physical facilities without obtaining additional licenses. You may not use any additional database or data repository associated with the Software Product without obtaining additional licenses. You may make one copy of the Software Product in machine-readable form for backup purposes only. The backup copy must include all copyright information contained on the original.
2. LICENSE RIGHTS
Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Product provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. If you acquired this Product in the United States, this EULA is governed by the laws of the State of New Jersey . If this Product was acquired outside the United States , then local law may apply.
3. LIMITED TRANSFER RIGHTS
Notwithstanding the foregoing, you may transfer all your rights to use the Software to another person or legal entity provided that: (a) you also transfer each of this Software License Agreement, the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, updates and prior versions, and all copies of font software converted into other formats, to such person or entity; (b) you retain no copies, including backups and copies stored on a computer; (c) both the registered owner and the new owner have signed the transfer of ownership form provided by Alloy Software; (d) the receiving party secures a personalized key code from Alloy Software; and (e) the receiving party accepts the terms and conditions of this Software License Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not-for-resale copies of the Software.
4. OTHER RESTRICTIONS
The original of this Agreement is your proof of license to exercise the rights granted herein and must be retained by you. You may not rent or lease the Software Product, but you may transfer your rights under this Agreement on a permanent basis provided you transfer this Agreement and all copies of the Software Product, including all accompanying printed materials, you do not retain any copies of the Software Product or such materials, and the recipient agrees to be bound by the terms of this Agreement. Any transfer of the Software must include the most recent update and all prior revisions. You may not reverse engineer, decompile, disassemble or otherwise translate the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Arbitration - Any dispute arising under this Agreement shall be submitted to binding arbitration in the city of Newark, New Jersey under the rules then prevailing of the American Arbitration Association and judgment upon the award rendered may be entered and enforced in any court of competent jurisdiction.
Maintenance. During the first twelve months this Agreement is in effect, Invenology shall provide to End User at no additional charge, Updates and Minor Version Upgrades as are generally released by Invenology to all End Users during such period.
Training. At End User's request, Invenology shall also provide on-site training in the End User's premises during the first twelve months of this Agreement. End User shall pay Invenology their daily professional service charge plus air travel expenses, and living expenses of Alloy Software's personnel while said personnel are engaged in performing services, at the End Users premises according to the Support Maintenance Agreement.
The Software Product is protected by United States copyright law and international treaty provisions. You acknowledge that no title to the intellectual property in the Software Product is transferred to you. You further acknowledge that title and full ownership rights to the Software Product will remain the exclusive property of Invenology and you will not acquire any rights to the Software Product except as expressly set forth in this license. You agree that any copies of the Software Product will contain the same proprietary notices which appear on and in the software.
6. DISCLAIMER OF WARRANTY
The Software Product is provided "AS IS" without any warranty, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. You accept all risk as to the performance of the software. In no way will the Invenology be liable for any damages or loss caused by the use, or inability to use this Software Product, regardless of the Alloy Software's awareness of the potential for such damages or loss. In no event will we be liable to you for any damages, including any lost profits, lost savings, or other incidental or consequential damages arising from the use or the inability to use the Software Product (even if we or an authorized dealer or distributor has been advised of the possibility of these damages), or for any claim by any other party.
7. LIMITATION OF LIABILITY
In no event shall Invenology be liable for any damages, losses or injuries, moral damages, indirect patrimonial losses, damages which are a consequence of losses arising from direct patrimonial damages, whether foreseen or unforeseeable, whether based upon lost goodwill, lost profits, loss of use of the software, loss of use of money, loss of data or interruptions in its use or availability, stoppage of other work, impairment of other assets or otherwise and whether arising out of breach of any express or implied warranty, breach of contract, negligence, misrepresentation, strict liability in tort ("hecho ilicito") or otherwise, and whether based on this Agreement, and transaction performed or undertaken under or in connection with this Agreement or otherwise unless such damages are brought about as a result of the willful misconduct, gross negligence or misrepresentations of Alloy Software. Alloy Software's liability for damages, regardless of the form of action, shall in any event be limited to the aggregated price received by End User under this Agreement.
You agree to fully comply with all laws and regulations of the United States and other countries ("Export Laws") to assure that neither the Program or any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical or biological weapons production.
9. TERMINATION OF LICENSE
This Agreement takes effect upon your acceptance of the terms of this Agreement and remains effective until terminated by either party in accordance with this Agreement. You may terminate this Agreement at any time by destroying all copies of the Software Product in your possession and giving Invenology prompt notice of same. Without prejudice to any other rights, Invenology may terminate this Agreement for cause, without demand or judicial resolution, upon thirty (30) calendar days written notice if End User breaches any of its obligations under this Agreement. End User shall, upon the effective date of such notice or upon ceasing to use the Software, whichever is earlier, immediately (i) purge all Software from all computer systems, storage media and other files, (ii) return to Invenology all copies (including partial copies) of the Software and (iii) certify to Invenology in writing that it has complied with the foregoing obligations and has not provided total or partial copies of the Software to any third party. The expiration or termination of this Agreement for any reason shall not extinguish or diminish End User's obligation to maintain the confidentiality of the Software, which obligation is continuing and shall survive termination of this Agreement.
Any notice under this Agreement or any other form of communication shall be in writing and shall be delivered in person or by registered letter with acknowledgment or receipt to the address of Invenology and the End User. End User agrees to notify Invenology Software immediately upon any change of address, or upon any intended or actual change in the location of the End Users's Computer.
The End User agrees and understands that Invenology has incurred great expenses in creating its system and has a proprietary interest in it which is protectible under the law of trade secret, contract and copyrights. The End User represents, agrees, covenants and promises that they will not disclose, sublicense, resell or sublease the Invenology or any updates, changes, improvements or enhancements, or any part thereof, and will hold in the strictest fiduciary confidence all material of Invenology Ltd luding, but not limited to, the design specifications and associated documentation's of the Alloy Software. The End User further acknowledges and agrees that, in the event of a breach or threatened or anticipatory breach by the End User of the provisions of this paragraph, that no adequate remedy at law in money or damages will be available to Invenology that will fairly compensate Alloy Software, and therefore Invenology shall be entitled to injunction against such breach or anticipatory breach, and reasonable attorney's fees for bringing and maintaining an action to remedy such breach or anticipatory breach. However, no designation in this agreement of a specific legal or equitable remedy shall be construed as a waver or prohibition of any other legal remedies in event of a breach of this agreement. The obligations contained in this paragraph shall survive this agreement, the consummation of this transaction and the delivery of any documents.