End user agreement for IMAlerts for SharePoint
ACCIO INTELLECTUM LLC
IMALERTS SOFTWARE LICENSE AGREEMENT
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING, COPYING OR DISTRIBUTING ALL OR ANY PORTION OF THE ACCIO INTELLECTUM SOFTWARE ("SOFTWARE") YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
Accio Intellectum LLC and its suppliers own all intellectual property in the Software. Accio Intellectum LLC permits you to Use the Software only in accordance with the terms of this Agreement. Use of some third party materials included in the Software may be subject to other terms and conditions typically found in a separate license agreement, a “Read Me” file located near such materials or in the “Third Party Software Notices and/or Additional Terms and Conditions” found at http://www.acciointellectum.com.
1. Definitions. "Software" means (a) all of the contents of the files (provided either by electronic download, on physical media or any other method of distribution), disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) Accio Intellectum LLC or third party computer information or software, including the IMAlerts ("Software"); (ii) related explanatory written materials or files ("Documentation"); and (iii) images; and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Accio Intellectum LLC (collectively, "Updates"). "Use" or "Using" means to access, install, download, copy, or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by Accio Intellectum LLC. "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "Accio Intellectum" means Accio Intellectum LLC, 1208 Kathy Drive, Yardley, Pennsylvania 19067, USA.
2. Software License. If you obtained the Software from Accio Intellectum or one of its authorized licensees, and subject to your compliance with the terms of this agreement (this "Agreement"), including the restrictions in Section 3, Accio Intellectum grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation as follows.
2.1 General Use. You may install and Use the Software on your compatible Computer(s).
2.2 Server Use and Distribution.
2.2.1 Each Software license, including “Standard Edition” licenses and “Enterprise Edition” licenses, is “locked” to a particular Computer on which it was originally installed and activated. Each license can be activated on 1 (one) computer. None of the licenses is a “floating” license. You can re-activate a license on the same Computer where it was originally activated, as many times as you need without incurring additional charges. If and when the Computer's hardware and/or network profile has been changed to the extent when the “machine lock” is rendered invalid, and therefore you need to re-activate the same license(s) on the same computer with an altered profile, you have 1 (one) additional free re-activation for each license which was originally activated on this Computer.
2.3 Backup Copy. You may make backup copies of the Software, provided your backup copy is not installed or used on any Computer. You may not transfer the rights to any of backup copies.
2.4 Redistribution. You may not, without a written consent signed by an authorized officer of Accio Intellectum LLC, redistribute Software, partially or in full, including, but not limited to, any executable files, dynamic link libraries, database files, license files, utility files, and configuration files.
2.5 No Modification.
2.5.1 You may not modify, adapt, translate or create derivative works based upon the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Accio Intellectum LLC to provide the information necessary to achieve such operability and Accio Intellectum LLC has not made such information available. Accio Intellectum LLC has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by Accio Intellectum LLC and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the Accio Intellectum LLC Customer Support Department.
2.6 Third Party Website and Services Access. The Software may allow you to access third party services ("Third Party Services"). Your access to and use of any Third Party Services, including any goods, services or information made available from such Services, is governed by the terms and conditions found at each Third Party Service, if any. Third Party Services are not owned or operated by Accio Intellectum LLC. YOUR USE OF THIRD PARTY SERVICES IS AT YOUR OWN RISK. ACCIO INTELLECTUM LLC MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SITES AND SERVICES.
2.7 Certified Documents.
2.7.1 Indemnity. You agree to hold Accio Intellectum LLC and any applicable Service Provider (except as expressly provided in its Issuer Statement) harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on, any Service, including, without limitation (a) reliance on an expired or revoked license certificate, (b) improper verification of a certificate, (c) use of a certificate other than as permitted by any applicable Issuer Statement, this Agreement or applicable law; (d) failure to exercise reasonable judgment under the circumstances in relying on the Software and/or the Third-Party Services; (e) reliance on internal or external hardware and/or network connectivity or (f) failure to perform any of the obligations as required in an applicable Issuer Statement.
2.7.2 Limit of Liability. UNDER NO CIRCUMSTANCES WILL ACCIO INTELLECTUM LLC OR ANY SERVICE PROVIDER (EXCEPT AS EXPRESSLY SET FORTH IN ITS ISSUER STATEMENT) BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO YOUR USE OR RELIANCE UPON SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.
3.1 Notices. You shall not copy the Software except as set forth in Section 2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
3.2 Software Features. The Software may contain features and functionality (the “Software Features”) that appear disabled or “grayed out.” These Software Features will only activate when an appropriate "Edition" license has been installed and activated. You agree not to access, or attempt to access, disabled Software Features or otherwise circumvent the permissions that control activation of such Software Features. You may only use the Software Features with Software that has been enabled using License Keys ("license certificates") obtained from Accio Intellectum LLC. No other use is permitted.
3.3 Software Restrictions. You are not authorized to integrate or use the Software with any other software, plug-in or enhancement that uses or relies upon the Software. You are not authorized to integrate or use the Software with any plug-in software not developed in accordance with the Accio Intellectum LLC Custom Development License Agreement. Further, you are not permitted to integrate or use the Software with other software, or access Software database(s), except when such access is allowed through the use of Software Feature(s) enabled by Accio Intellectum LLC.
4. Transfer. You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's Computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, (ii)the Computer where the Software License Key(s) was (were) originally activated; and (iii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity, (b) you retain no copies, including backups and copies stored on a Computer, and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you agreed when 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.
5. Refunds. You have the right to request and receive a full refund for your purchased License(s) within thirty (30) days since the date of purchase. The refund amount will never exceed the original purchase amount. You understand and agree that: (a) by receiving a refund you waive your right to use the Software; and (b) you will uninstall (delete) the refunded License(s); and (c) the Software functionality which was previously granted by the refunded License(s) may be disabled after the refund has been issued.
6. Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that you make are the intellectual property of and are owned by Accio Intellectum LLC and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Accio Intellectum LLC and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Accio Intellectum LLC and its suppliers.
7. Updates. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer; and (c) you acknowledge that any obligation Accio Intellectum LLC may have to support the previous versions of the Software may be ended upon availability of the Update.
8. NO WARRANTY. The Software is being delivered to you "AS IS" and Accio Intellectum LLC makes no warranty as to its use or performance. Accio Intellectum LLC provides no warranties or remedies for the Software. ACCIO INTELLECTUM LLC AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, ACCIO INTELLECTUM LLC AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of Section 8 and Section 9 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement.
9. LIMITATION OF LIABILITY. IN NO EVENT WILL ACCIO INTELLECTUM LLC OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN ACCIO INTELLECTUM LLC REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. ACCIO INTELLECTUM LLC'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits Accio Intellectum LLC's liability to you in the event of death or personal injury resulting from Accio Intellectum LLC's negligence or for the tort of deceit (fraud). Accio Intellectum LLC is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.
9.1 CUSTOMER REMEDIES
YOUR EXCLUSIVE REMEDY SHALL BE, AT COMPANY OPTION, REPAIR OR REPLACEMENT OF THE SOFTWARE OR REFUND OF PART OR ALL OF THE LICENSE FEE, IF ANY, PAID BY YOU FOR THE SOFTWARE.
10. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation, and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
11. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of Pennsylvania, United States. The respective courts of Bucks County, Pennsylvania when Pennsylvania law applies, shall have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
12. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of Accio Intellectum LLC. Updates may be licensed to you by Accio Intellectum LLC with additional or different terms. This is the entire agreement between Accio Intellectum LLC and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
13. Notice to U.S. Government End Users. The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Accio Intellectum LLC, 1208 Kathy Drive, Yardley, PA 19067, USA. For U.S. Government End Users, Accio Intellectum LLC agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.
14. Compliance with Licenses. If you are a business or organization, you agree that upon request from Accio Intellectum LLC or Accio Intellectum LLC's authorized representative, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from Accio Intellectum LLC.
If you have any questions regarding this Agreement or if you wish to request any information from Accio Intellectum LLC please use the address and contact information included with this product or via the web at www.acciointellectum.com or www.sharepoint-im-alerts.com to contact the Accio Intellectum LLC.
Accio Intellectum and IMAlerts are either registered trademarks or trademarks of Accio Intellectum LLC in the United States and/or other countries.