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INTRAVICI
(“Licensor”) LICENSE
THE FOLLOWING TERMS AND CONDITIONS (THE
“EULA”) SET FORTH THE RIGHTS BEING LICENSED
TO YOU (THE “CUSTOMER”) FOR USE OF THIS
SOFTWARE. THESE RIGHTS ARE THE ONLY RIGHTS
YOU HAVE TO THE SOFTWARE, SO IF YOU DO NOT
AGREE TO THE TERMS AND CONDITIONS OF THIS
EULA, DO NOT USE THE SOFTWARE.
TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS
IS". THERE ARE NO WARRANTIES UNDER THIS
EULA, AND LICENSOR DISCLAIMS ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR
PARTICULAR PURPOSE, OR THE WARRANTY OF
NON-INFRINGEMENT.
ASSENT: By clicking “I Agree to terms and
conditions”, or by logging into any
intravici web based Software, you agree that
this EULA is a legally binding and valid
contract, agree to abide by all of the terms
and conditions of this EULA, and further
agree to take all necessary steps to ensure
that the terms and conditions of this EULA
are not violated by any person or entity
under your control or in your service.,
REGARDLESS OF SOFTWARE BEING HOSTED OR ON
YOUR OWN SERVERS
GRANT OF LICENSE: Licensor grants to you the
customer, limited, non-exclusive,
non-transferable, non-assignable license
solely to use within the locations and
business or organization agreed prior to
account being agreed for use by employees of
the company only and solely provided that
you adhere to all of the terms and
conditions of this EULA. The Third-Party
Software distributed along with the Software
is distributed pursuant to the respective
license grants accompanying such Third-Party
Software. “Software” means computer software
or device firmware, together with any
related documentation (including design,
systems and user documentation) and other
materials for use in connection with such
software distributed pursuant to this EULA.
“Third-Party Software” means Software
created and licensed to you by a company
other than INTRAVICI WHERE APPLICABLE.,
which may be distributed and/or installed
along with the Software distributed pursuant
to this EULA. The foregoing is an express
limited use license and not an assignment,
sale, or other transfer of the Software or
any Intellectual Property Rights (as defined
below) of Licensor.
RESTRICTIONS:
(a) You are expressly prohibited from
copying, modifying, merging, selling,
leasing, redistributing, assigning, or
transferring in any matter, the Software or
any portion thereof.
(b) If the application is hosted on your
servers intravici accept no liability for
corrupt or lost data, it is strongly
Recommended that you take regular backups
incase of failure.
(c) You are expressly prohibited from
reverse engineering, decompiling,
translating, disassembling, deciphering,
decrypting, or otherwise attempting to
discover the source code of the Software as
such Software contains proprietary material
of Licensor. You may not otherwise modify,
alter, adapt, port, or merge the Software.
(d) You may not remove, alter, deface,
overprint or otherwise obscure Licensor
patent, trademark, service mark or copyright
notices.
(f) You may not publish or distribute in any
form of electronic or printed communication
the materials within or otherwise related to
the Software, including but not limited to
the object code, documentation, help files,
examples, and benchmarks.
COMMERCIAL USE ONLY: This EULA grants you
the right to use the Software for COMMERCIAL
use only. Personal use of the Software or of
the work products resulting from its use is
not permitted under this EULA.
NO TRANSCODING: You are prohibited from
using the Software with software or hardware
products whose purpose is to "transcode" or
convert any part of the application to an
alternate format.
COMPLIANCE WITH LAWS: You agree that in
obtaining, installing on own server,
distributing, running, or otherwise making
use of the Software from any browser or
other, you will abide by all applicable
laws, including without limitation
intellectual property laws and export
control laws.
OWNERSHIP OF SOFTWARE: The Licensor and/or
its affiliates or subsidiaries own all
rights that may exist from time to time in
this or any other jurisdiction, whether
foreign or domestic, under patent law,
copyright law, publicity rights law, moral
rights law, trade secret law, trademark law,
unfair competition law or other similar
protections, regardless of whether or not
such rights or protections are registered or
perfected (the "Intellectual Property
Rights"), in the Software. ALL INTELLECTUAL
PROPERTY RIGHTS IN AND TO THE SOFTWARE ARE
AND SHALL REMAIN IN LICENSOR.
TRIALS: Components included in the Software
may be subject to trial periods for the
purposes of evaluation prior to purchase.
Trial periods may begin either upon
installation, upon first use of a component,
or as the user elects when prompted by a
product or its subcomponents. Upon
expiration of a trial period, the Software
may cease to function or continue to operate
with reduced functionality. Duration of
trial periods is as agreed verbally or in
writing by Licensor. At the end of any trial
all information in the account will be
erased unless the company or organization
requests otherwise. A fee will be charged
for any electronic or printed copies of the
data information stored on the server during
the trial. After midnight on the termination
date of the trial your account will be
disabled for all users unless agreed other
wise in writing.
PRODUCT REGISTRATION: Where applicable use
of some components in the Software may be
governed by product registration technology.
Unregistered Software may be non-functional
or subject to trials. During registration, a
serial number will be issued to you by
Licensor or its affiliates for one or more
components. Upon entering a valid serial
number for a component (“registering” the
component), the registered component will be
released of its trial and/or non-functional
limitations. You agree not to disclose any
serial number issued to you to any
third-party for any reason, except for the
purposes of acquiring product support from
Licensor or its affiliates.
PRIVACY POLICY: During the installation
process and through use of the software
covered hereunder, we may collect
non-personally identifiable information, as
well as personally-identifiable information,
all as set forth in our Privacy Policy,
available at www.intravici.com; please read
it.
NOTICES: USE OF THIS PRODUCT IN ANY MANNER
THAT is in breach of our EULA or agreed
terms and conditions IS PROHIBITED.
THIRD PARTY OFFERS: During the installation
process you may be offered software
components on behalf of Licensor's
affiliates. Such offers are necessary to
enable the application to function.
Intravici does not accept any liability for
this software unless under an agreed service
agreement. Installation and use of third
party software is subject to the terms of
use, end user license agreement and/or
privacy policy set by the third party for
their products. In addition, you agree not
to: (a) tamper or modify the installation
screen displays or display flows for such
products; and (b) distribute the Software or
affiliate software with any adware, third
party peer-to-peer software, spyware,
malware or other malicious programs or code.
TERM: This E.U.L.A. may be terminated at any
time by giving thirty days notice in writing
to Intravici at the head office Intravici,
30 Inglewood Road, Penrith, Cumbria, CA11
8QW, United Kingdom. Upon termination of the
agreement you agree to uninstall and destroy
or return all copies of any software
provided, any accompanying documentation and
all other associated materials by the
termination date or any agreed by the
licensor.
i have left out the reference to own server
as this is covered by the more general
statement above.
GOVERNING LAW: This EULA shall be governed
by the laws of the UNITED KINGDOM AND BY THE
LAWS OF AUSTRALIA and by the laws of the
United States, excluding their conflicts of
law principles. The United Nations
Convention on Contracts for the
International Sale of Goods (1980) is hereby
excluded in its entirety from application to
this License.
WARRANTIES AND DISCLAIMER:
SOME STATES OR JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OF IMPLIED WARRANTIES OR
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY
MAY LAST, SO THE LIMITATIONS AT THE TOP OF
THIS EULA MAY NOT APPLY TO YOU OR MAY ONLY
APPLY TO YOU IN PART. IF THE UNITED KINGDOM
LAW IS NOT HELD TO APPLY TO THIS AGREEMENT
FOR ANY REASON, THEN IN JURISDICTIONS WHERE
WARRANTIES, GUARANTEES, REPRESENTATIONS,
AND/OR CONDITIONS OF ANY TYPE MAY NOT BE
DISCLAIMED, ANY SUCH WARRANTY, GUARANTEE,
REPRESENTATION AND/OR WARRANTY IS: (1)
HEREBY LIMITED TO THE PERIOD OF EITHER (A)
THIRTY (30) DAYS FROM THE DATE OF USING THE
SOFTWAREOR (B) THE SHORTEST PERIOD ALLOWED
BY LAW IN THE APPLICABLE JURISDICTION IF A
THIRTY (30) DAY LIMITATION WOULD BE
UNENFORCEABLE; AND (2) LICENSOR'S SOLE
LIABILITY FOR ANY BREACH OF ANY SUCH
WARRANTY, GUARANTEE, REPRESENTATION, AND/OR
CONDITION SHALL BE TO PROVIDE YOU WITH A NEW
INSTALLED COPY OF THE SOFTWARE.
IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS
BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY
DAMAGES WHATSOEVER, INCLUDING, WITHOUT
LIMITATION, THOSE RESULTING FROM LOSS OF
USE, DATA OR PROFITS, WHETHER OR NOT
LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, AND ON ANY THEORY OF
LIABILITY, ARISING OUT OF OR IN CONNECTION
WITH THE USE OF THE SOFTWARE. SOME
JURISDICTIONS PROHIBIT THE EXCLUSION OR
LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR
INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS
MAY NOT APPLY TO YOU. THESE LIMITATIONS
SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
SEVERABILITY: In the event any provision of
this EULA is found to be invalid, illegal or
unenforceable, the validity, legality and
enforceability of any of the remaining
provisions shall not in any way be affected
or impaired and a valid, legal and
enforceable provision of similar intent and
economic impact shall be substituted
therefore.
ENTIRE AGREEMENT: This EULA sets forth the
entire understanding and agreement between
you and Licensor, supersedes all prior
agreements, whether written or oral, with
respect to the Software, and may be amended
only in a writing signed by both parties.
BUTLER CONSULTANTS LIMITED
T/A INTRAVICI
30 INGLEWOOD ROAD
PENRITH
CUMBRIA
CA11 8QW
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