SOFTWARE LICENSE AGREEMENT
Notice to user: Read this agreement carefully. By copying, installing or using all or any portion of any software or subscription or services provided to you by Intelligent Maintenance LLC (‘IM’) you accept all the terms and conditions of this agreement. You agree that this agreement is the same as a negotiated written agreement that has been signed by you. This agreement is enforceable against you. If you do not agree to the terms of this agreement, do not use the software. Your use of the software comprises your agreement to the terms and conditions set out in this agreement.
Intelligent Maintenance LLC, the registered office of which is at Suite 240, 3053, Fillmore Street, San Francisco CA 94123 and its suppliers own all of the intellectual property in the software. The software is licensed, not sold. IM permits you to copy, download, install, use, or otherwise benefit from the functionality or intellectual property of the software only in accordance with the terms of this agreement.
The software may include product activation and other technology designed to prevent unauthorized use and copying and technology to help manage licenses. Such technology may prevent your use of the software if you do not follow the activation, installation and/or license management process described in the software and documentation.
1 Software license
1.1 If you obtained the software from IM or one of its authorized licensees and as long as you comply with the terms of this agreement, IM grants you a non-exclusive license to use the software in the manner and for the purposes as set out below.
1.2 You may install and use one copy of the software on your compatible computer. Computer in this context means any device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. For the avoidance of doubt the term computer includes any tablet or mobile device.
1.3 The primary user of the computer on which the software is installed may install a second copy of the software for his or her exclusive use on either a portable computer or a computer located at his or her home, provided that the software on the portable or home computer is not used at the same time as the software on the primary computer.
1.4 You may make a reasonable number of backup copies of the software, provided that your backup copies are not installed or used for other than archival purposes.
1.5 As the software is downloaded when purchased and cannot be withdrawn by IM once it has been downloaded, all purchases are final and non-refundable.
2 Intellectual property ownership
2.1 The software and any backup copies that you make are the intellectual property of and are owned by IM and its suppliers. The structure, organization and code of the software are the valuable trade secrets and confidential information of IM and its suppliers. The software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions.
2.2 Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the software. All rights are reserved by IM and its suppliers. The software is made available for download solely for use by end users.
2.3 Any reproduction or redistribution of the software is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
3.1 Notices. You may not copy the software except as set forth in this agreement. Any permitted copy of the software that you make must contain the same copyright and other proprietary notices that appear on or in the software and in this agreement.
3.2 No modifications. You may not modify, adapt or translate the software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the software.
3.3 No unbundling. The software may include various applications, utilities and components, may support multiple platforms and languages and may be provided to you on multiple media or in multiple copies. Nonetheless, the software is designed and provided to you as a single product to be used as a single product on computers only as permitted by this agreement. You may not unbundle the component parts of the software for use on different computers. You may not unbundle or repackage the software for distribution, transfer or resale.
3.4 No transfer. You may not rent, lease, sell, sublicense, assign or transfer your rights in the software or authorize any portion of the software to be copied onto another individual or legal entity's computer.
If the software is an upgrade or update to a previous version of IM software, you must possess a valid license to such previous version in order to use such upgrade or update. After you install such update or upgrade, you may continue to use any such previous version in accordance with its end-user license agreement only if (a) the upgrade or update and all previous versions are installed on the same device and (b) you acknowledge that any obligation IM may have to support the previous version(s) may be ended upon the availability of the upgrade or update. No other use of the previous version(s) is permitted after installation of an update or upgrade. Upgrades and updates may be licensed to you by IM with additional or different terms.
5 Passwords and security
If any of the IM services requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information. You also will choose a username and password. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify IM immediately of any unauthorized use of your account or any other breach of security. IM will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by IM or another party due to someone else using your account or password. You may not use anyone else's account at any time without the permission of the account holder.
6 Limited warranty
IM warrants to the individual or entity that first purchases a license for the software for use pursuant to the terms of this agreement that the software will perform substantially in accordance with the documentation contained within the software for the ninety (90) day period following receipt of the software when used on the recommended operating system and hardware configuration. Non-substantial variation of performance from the documentation does not establish a warranty right. All warranty claims must be made, along with proof of purchase, to the IM Support Department within such ninety (90) day period by email to [email protected]. If the software does not perform substantially in accordance with the documentation, the entire liability of IM and its affiliates and your exclusive remedy will be limited to either, at IM’s option, replacement of the software or refund of the license fee you paid for the software. The limited warranty set forth in this section gives you specific legal rights. You may have additional rights which vary from jurisdiction to jurisdiction.
The foregoing limited warranty is the only warranty made by IM and states the sole and exclusive remedies for IM and its suppliers' breach of warranty. Except for the foregoing limited warranty and any warranty, condition, representation or term to the extent the same cannot or may not be excluded or limited by law applicable to you in your jurisdiction, IM and its suppliers provide the software and access to any websites, online services and other services as-is and with all faults and expressly disclaims all other warranties, conditions, representations or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to any matter, including but not limited to performance, security, non-infringement of third party rights, integration, merchantability, quiet enjoyment, satisfactory quality or fitness for any particular purpose. This disclaimer of warranty may not be valid in some states. The provisions of this Section 7 and Section 8 below will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the software after termination of this agreement.
8 Limitation of liability
In no event will IM or its suppliers be liable to you for any loss, damages, claims or costs whatsoever including any consequential, indirect or incidental damages, any lost profits or lost savings, any damages resulting from business interruption, personal injury or failure to meet any duty of care, or claims by a third party, even if an IM representative has been advised of the possibility of such loss, damages, claims or costs. The foregoing limitations and exclusions apply to the extent permitted by applicable law in your jurisdiction. IM’s aggregate liability and that of its suppliers under or in connection with this agreement will be limited to the amount paid for the software, if any. This limitation will apply even in the event of a fundamental or material breach or a breach of the fundamental or material terms of this agreement. This limitation of liability may not be valid in some states. Nothing contained in this agreement limits IM’s liability to you in the event of death or personal injury resulting from IM’s negligence or for the tort of deceit. IM is acting on behalf of its suppliers for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose.
9 Governing law
This agreement will be governed by and construed in accordance with the substantive laws in force in the State of California. 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
10 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 will remain valid and enforceable according to its terms. This agreement will not prejudice the statutory rights of any party dealing as a consumer. This agreement may only be modified in writing and if signed by an authorized officer of IM. This is the entire agreement between IM and you relating to the software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the software.
11 Online services
11.1 The software may rely upon or facilitate your access to websites maintained by IM or its suppliers and services provided by IM and its suppliers. Your access to and use of any website or online services is governed by the terms, conditions, disclaimers and notices in this agreement. IM may at any time, for any reason, modify or discontinue the availability of any website and online services.
11.2 As a condition of your use of the IM services, you will not use the services for any purpose that is unlawful or prohibited by this agreement. You may not use the services in any manner that could damage, disable, overburden, or impair any IM server or the network(s) connected to any IM server, or interfere with any other party's use and enjoyment of any services. You may not attempt to gain unauthorized access to any services, other accounts, computer systems or networks connected to any IM server or to any of the services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the IM services.
11.3 The services may contain e-mail services, bulletin board services, chat areas, blogs, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable you to communicate with others. You agree to use the services only to post, send and receive messages and material that are proper and appropriate. By way of example, and not as a limitation, you agree that when using the services, you will not:
· Use the services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).
· Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
· Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information.
· Upload, or otherwise make available, files that contain images, photographs, software or other material protected by intellectual property laws, including, by way of example, and not as limitation, copyright or trademark laws (or by rights of privacy or publicity) unless you own or control the rights thereto or have received all necessary consent to do the same.
· Use any material or information, including images or photographs, which are made available through the services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party.
· Upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another's computer or property of another.
· Advertise or offer to sell or buy any goods or services for any business purpose.
· Download any file posted by another user of the services that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner.
· Falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
· Restrict or inhibit any other user from using and enjoying the services.
· Violate any code of conduct or other guidelines which may be applicable to any particular service.
· Harvest or otherwise collect information about others, including e-mail addresses.
· Violate any applicable laws or regulations.
· Create a false identity for the purpose of misleading others.
· Use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the services or other user or usage information or any portion thereof.
11.4 IM has no obligation to monitor the use of its services. However, IM reserves the right to review materials posted and to remove any materials in its sole discretion. IM reserves the right to terminate your access to any or all of the services at any time, without notice, for any reason whatsoever.
11.5 If you choose to submit comments or suggestions by any means or by using any part of the services provided by IM, such comments or suggestions will be treated an non-confidential and non-proprietary. By communicating such comments or suggestions you agree that IM has the right to use such comments or suggestions in or as part of its programs or for any other purpose including reproduction, marketing and publication. No compensation will be paid with respect to the use of your submissions. IM is under no obligation to post or use any submission you may provide and IM may remove any submission at any time in its sole discretion. By posting a submission you warrant and represent that you own or otherwise control all of the rights to your submission including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the submission.
11.6 IM reserves the right at all times to disclose any information as IM deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in IM’s sole discretion.
IM does not control or endorse the content, messages or information found in any services and, therefore, IM specifically disclaims any liability with regard to the services and any actions resulting from your participation in any those services. Managers and hosts are not authorized IM spokespersons and their views do not necessarily reflect those of IM.
11.7 Materials uploaded to the services may be subject to limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations.
11.8 IM does not control, endorse or accept responsibility for websites or online services offered by third parties. Any dealings between you and any third party in connection with a website or online services, including delivery of and payment for goods and services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party.
11.9 Except as expressly agreed by IM or its suppliers in a separate agreement, your use of websites and online services and any other services is at your own risk.
If you have any questions regarding this agreement please contact IM by email at [email protected]