Software Terms and Conditions
APPLIES TO ALL INFORMATIONFLUIDITY SOFTWARE PRODUCTS
End User License Agreement
Updated: November 3, 2017
By downloading and continuing with the installation and thereafter continuing to use the Software you agree to the following:
This End User License Agreement (the “Agreement”) is an agreement between you and InformationFluidity Inc. to use the InformationFluidity Inc. software (the “Software”). The terms also apply to any Software updates, supplements, and support services, if any, for this Software, unless other terms accompany those items. If so, those terms shall apply. From time to time, InformationFluidity Inc. may change the terms of this Agreement. In such case the new Agreement will be posted either within the Software or on the website. Your continued use of the Software will indicate your binding agreement to the change. Should you not agree to the change, your sole remedy would be to cease using the Software.
When used, the pronouns "you" or “your” mean any user of the Software or an entity that is providing the Software to its employees and/or contractors.
BY DOWNLOADING AND INSTALLING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE.
Subject to the terms of this Agreement, InformationFluidity Inc. hereby grants you a non-exclusive, non-transferable license, without rights to sublicense, to install the object code of the Software for use. You may copy the Software in machine-readable form solely for back-up or archival purposes. Unless otherwise specified, subject to copyright laws of any files and content you use in the Software, the files you create with the Software are yours.
The Software is initially licensed to you on a no-fee trial basis, with a term specific to the individual product and indicated to you at the time of download. At the conclusion of the trial period, you will be required to purchase a license to continue using the software. The price and duration of this license will be specific to individual products and will be indicated to you at the time of purchase.
The terms of this License shall be in effect upon first use of the Software and will remain in effect subject to the terms described elsewhere in this agreement. This License also entitles you to updates to the version of the Software that was installed a the time that the license was granted for the duration that was specified to you at the time of download or purchase. All application updates will be provided to you at the sole discretion of InformationFluidity Inc.
InformationFluidity Inc. may terminate this Agreement immediately and/or access to the Software without notice if you fail to comply with any term of this Agreement or otherwise if it so chooses for any reason and without any prior notice. In the event of termination, you must destroy all copies of the Software, including all backup copies and any documentation provided to you. InformationFluidity Inc. reserves the right to request you to certify in writing such destruction and removal took place.
You hereby acknowledge and agree that InformationFluidity Inc. shall not be responsible or liable to you or any other person and/or entity in any way, in the event you cannot access the Software upon the conclusion of the Term, termination of the License or for any other reason by which you are prevented from accessing your files and/or content used by and/or with the Software.
InformationFluidity Inc. shall retain all rights, title, and interest in and to the Software and its documentation and in all related copyrights, trade secrets, patents (registered or unregistered), trademarks (registered or unregistered), and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. You may not remove, modify or add any content, code, title, trademark, trade name, copyright notice, legend or other proprietary markings on the Software and its documentation. You are not granted any rights to any trademarks or service marks of InformationFluidity Inc. The Software is licensed, not sold to you, and InformationFluidity Inc. shall retain all rights not expressly granted to you in this Agreement.
You may use the Software only as expressly permitted in this Agreement. Otherwise, you may not:
Modify or create derivative works based upon the Software
Create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights to work around any technical limitations in the Software and the terms of this Agreement
Reverse engineer, decompile or disassemble the Software, or otherwise attempt to derive source code from the Software, in whole or in part except and only to the extent that applicable law expressly permits
Make additional copies of the Software, other than specifically permitted in this Agreement or allowed by applicable law
Publish the Software, or otherwise make it available, for others to copy
Use the Software in any way that is against the law, or
Sell, license, sublicense, distribute, rent, lease or lend the Software or otherwise transfer in whole or in part the Software or the license key to the Software to another party, except as otherwise set forth in this Agreement
InformationFluidity Inc. does not provide any support service for the Software. It is your responsibility to install, deploy and maintain the Software on your computer. At its sole discretion, InformationFluidity Inc. may make updates, supplemental software code, upgrades, extensions, enhancements and/or related materials to the Software (the “Updates”) available to certain platforms and operating systems and it is your responsibility to find, download and install such Updates. Updates may have less features and/or functionality, may not be backward compatible and may not conform or be compatible with prior releases of the Software. Any Updates that InformationFluidity Inc. may make available are subject to the terms and conditions of this Agreement. You will be licensed to use the Updates in place and instead of the previous version of the Software. After an upgrade is installed, the license to use any previous versions of the upgraded Software is suspended. This Agreement does not give you any rights to any Updates.
THE SOFTWARE IS PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. INFORMATIONFLUIDITY INC., ITS LICENSORS, LICENSEES AND ALL OTHER RELARED PARTIES BEAR NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR ATTEMPTED USE) OF THE SOFTWARE THROUGH AND AFTER THE EXPIRATION OF THE TERM. EXCEPT FOR THE PRECEDING EXPRESS LIMITED WARRANTY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, INFORMATIONFLUIDITY INC. AND ITS LICENSORS PROVIDE THE SOFTWARE WITHOUT ANY WARRANTIES OF ANY KIND. THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT, OR COMMUNICATION WITH YOU INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, YOU CAN RECOVER FROM INFORMATIONFLUIDITY INC., ITS LICENSORS, LICENSEES AND OTHER RELATED PARTIES ONLY DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE, IF ANY. THIS IS YOUR SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF AGREEMENT AND INFORMATIONFLUIDITY’S SOLE AND ENTIRE LIABILITY. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES, SUBSTITUTE GOODS AND/OR COVER, OR ANY OUT OF POCKET COSTS. This limitation applies to (i) anything related to the Software, any services provided, content (including code) or third party components, and (ii) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law. It also applies even if (i) any remedy fails of its essential purpose, (ii) InformationFluidity Inc., its licensors, licensees and other related parties knew or should have known about the possibility of the damages; or (iii) InformationFluidity Inc., its licensors, licensees and other related parties have been advised of the possibility of such damages. Some countries and states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you and in such case the limitations or exclusions shall apply up to the maximum permitted by law.
InformationFluidity products are intended to be acquired by U.S.-based entities only. Any acquisition by entities that are not based in the U.S. is forbidden.
Entire Agreement. This agreement (including the warranty above), any addendum or amendment thereto, and the Ordering Document, constitute the entire agreement for the Software and support services and supersedes all prior or contemporaneous agreements or understandings, whether oral or written, including any standard terms and conditions set forth in your purchase order.
Headings. Headings under this Agreement are intended only for convenience and shall not affect the interpretation of this Agreement.
Waiver and Modification. No failure of either party to exercise or enforce any of its rights under this Agreement will act as a waiver of those rights. Except as provided for herein, this Agreement may only be modified, or any rights under it waived, by a written document executed by the party against which it is asserted.
Severability. If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected.
Export Restrictions. The Software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use.
Assignment. At its sole discretion, InformationFluidity Inc. may assign and/or transfer this Agreement in whole or in part without prior notice to you.
Any provision of this Agreement that requires or contemplates execution after termination or expiration of this Agreement shall survive it Term or termination.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to principles of conflicts of law). Venue shall be with the courts located in New York County.
Other. InformationFluidity is a mark of InformationFluidity Inc..