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SOFTWARE END USER LICENSE AGREEMENT
IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Invanto for the Invanto software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (collectively, "SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use the SOFTWARE PRODUCT.
SOFTWARE PRODUCT LICENSE
Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the SOFTWARE PRODUCT. The SOFTWARE PRODUCT is licensed, not sold. The SOFTWARE PRODUCT is owned and copyrighted by Invanto and its third party suppliers. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. Invanto’s third party suppliers may protect their rights in the event of any violation of these License Terms.
INTRODUCTION. The SOFTWARE PRODUCT is comprised of any or all of the following components: (i) the core file components, (ii) Database Scripts, (iii) Database Schema, (iv) Database Stored Procedures, (v) Image Files, (vi) Documentation, (vii) "Online" Documentation.
This EULA describes your rights with respect to the SOFTWARE PRODUCT and its components. The following terms govern your use of the specified SOFTWARE PRODUCT unless you have a separate written agreement with Invanto.
1. GRANT OF LICENSE. This EULA grants you the following rights:
* Standard Use. You may install and use one (1) copy of the SOFTWARE PRODUCT on a single computer and on a single company. The number of Management Groups allowed appears at the beginning of this EULA, if applicable. The number of Administrative Accounts allowed appears at the beginning of this EULA, if applicable. You must disclose and reveal to Invanto the name of the company on which the SOFTWARE PRODUCT will be installed and used. "Use" means storing, loading, installing, executing or displaying the SOFTWARE PRODUCT.
* Modification Use. Invanto grants you a non-exclusive, limited license, subject to the modification requirements below, to modify the SOFTWARE PRODUCT. The modified SOFTWARE PRODUCT shall not be made available for sale, resale, distribution or publication under any circumstances. Invanto will not offer technical support for the modified SOFTWARE PRODUCT. Invanto will not offer upgrades for the modified SOFTWARE PRODUCT.
* Modification Use Requirements. Software Product. If you exercise the modification rights described above, you agree to: (a) only exercise the modification rights described above on the SOFTWARE PRODUCT installed on the company registered with Invanto for use of the SOFTWARE PRODUCT; (b) limit the modified SOFTWARE PRODUCT to the same parameters (number of computers (servers), number of Management Groups, number of Administrative Accounts) specified in this license agreement; (c) not use Invanto’s name, logo, or trademarks to identify the modified SOFTWARE PRODUCT without Invanto’s written permission; (d) reproduce and maintain all Invanto copyright notices in the original SOFTWARE PRODUCT on all adaptations; and (e) indemnify, hold harmless, and defend Invanto from and against any claims or lawsuits, including attorney’s fees, that arise or result from use of the modified SOFTWARE PRODUCT; (f) not disable any licensing control features of the SOFTWARE PRODUCT.
* Invanto Image Files. If you use any of the Image Files, you agree to: (a) not use the Image Files to disparage Invanto, its products or services or for promotional goods or for products which, in Invanto’s sole judgment, may diminish or otherwise damage Invanto’s goodwill in the SOFTWARE PRODUCT including but not limited to uses which could be deemed under applicable law to be obscene or pornographic, uses which are excessively violent, unlawful, or which purpose is to encourage unlawful activities; (b) not use the Image files to imply Invanto’s sponsorship, endorsement or approval of your SOFTWARE PRODUCT modification, service or content provided by your company; (c) not alter the Image Files in any way; and (d) not combine the Image Files with any other object, including, but not limited to, other logos, words, graphics, photos, slogans, numbers, design features or symbols.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
* Support Services. Invanto may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). All support services will be provided either by e-mail or phone for a time period of twelve (12) months starting the same day that the SOFTWARE PRODUCT is supplied. Any supplemental software code or alteration in database schema provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to Invanto as part of the Support Services, Invanto may use such information for its business purposes, including for product support and development. Invanto will not utilize such technical information in a form that personally identifies you.
* License Term Verification. Invanto reserves the right to check all licensees to verify compliance with this EULA. In order to verify this compliance, you understand and acknowledge that the SOFTWARE PRODUCT may collect and send back information to Invanto about the location where the SOFTWARE PRODUCT has been installed as well as its license information. No other information will be collected or sent back to Invanto.
* Confidential Information. The term "Confidential Information" means any information or material, which is proprietary to Invanto, whether or not owned or developed by Invanto, which is not generally known other than by Invanto, and which you have obtained through Invanto. Confidential Information includes without limitation: trade secrets, technical information, product design information, database scripts, database schema, source code and/or object code, copyrights and other intellectual property associated with the SOFTWARE PRODUCT.
* Protection of Confidential Information. You understand and acknowledge that the Confidential Information associated with the SOFTWARE PRODUCT has been developed or obtained by Invanto by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Invanto, which provides Invanto with a significant competitive advantage, and needs to be protected from improper disclosure. You agree to hold in confidence and to not disclose the Confidential Information to any person or entity, except those who are required to have access to the Confidential Information in order to perform their job duties in connection with the limited purposes of this agreement.
* Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
* Rental. You may not rent, lease or lend the SOFTWARE PRODUCT.
* Software Transfer. You may permanently transfer all of your rights under this EULA, provided you retain no copies, you transfer all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity), and the recipient agrees to the terms of this EULA.
3. ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY INVANTO.
4. TERMINATION. Without prejudice to any other rights, Invanto may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.
5. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, the accompanying "online" materials, and any copies of the SOFTWARE PRODUCT are owned by Invanto or its suppliers. Copyright laws and international treaty provisions protect the SOFTWARE PRODUCT. Therefore, you must treat the SOFTWARE PRODUCT like any other copyrighted material. You may not copy the printed or "online" materials accompanying the SOFTWARE PRODUCT.
LIMITED WARRANTY. INVANTO SOFTWARE guarantees that: (a) during a time period of forty five (45) days starting at the same date of the SOFTWARE PRODUCT acquisition, the SOFTWARE PRODUCT will work and operate conforming to the terms and conditions of the provided documentation, and that (b) any technical support supplied by Invanto will be provided according to this EULA. INVANTO SOFTWARE will be either in position to (a) repair the SOFTWARE PRODUCT or (b) replace the SOFTWARE PRODUCT. The SOFTWARE PRODUCT replacement will be guaranteed during the rest of the original warranty time period or during thirty (30) days, choosing from both periods the larger one. The present warranty will be terminated if the SOFTWARE PRODUCT fails as result of an accident, abuse or misuse.
Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to either:
Return the price you paid, or
Repair or replace the Software or media that does not meet the foregoing warranty if it is returned to us with a copy of your receipt.
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 (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.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, Invanto and its suppliers disclaim 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 software product, and the provision of or failure to provide support services.
LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall Invanto or its suppliers 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 software product or the provision of or failure to provide support services, even if Invanto has been advised of the possibility of such damages.
ALL SALES ARE FINAL. When you purchase the SOFTWARE PRODUCT you are acquiring source code and digital information. The SOFTWARE PRODUCT sale is final. Invanto’s SOFTWARE under no circumstances will be in the obligation of returning the amount paid for the SOFTWARE PRODUCT.
Disputes
This license agreement shall be governed by, construed and enforced in accordance with the laws of the Georgia, as it is applied to agreements entered into and to be performed entirely within such jurisdiction. To the extent you have in any manner violated or threatened to violate Invanto and/or its affiliates’ intellectual property rights, Invanto and/or its affiliates may seek injunctive or other appropriate relief in any state or federal court in the State of Georgia, and you consent to exclusive jurisdiction and venue in such courts.
Any other disputes will be resolved as follows:
If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: Georgia. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: Georgia, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
General Provisions
1. This written license agreement is the exclusive agreement between you and us concerning the Software and Documentation and supersedes any prior purchase order, communication, advertising or representation concerning the Software.
2. This license agreement may be modified only by a writing signed by you and us.
3. In the event of litigation between you and us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.
4. 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.
If you are interested in additional information on licensing or use of Invanto software products, please contact Invanto at http://www.Invanto.com. Should you have any questions concerning this EULA, or if you desire to contact Invanto for any reason, please e-mail us at legal@Invanto.com