End User Licensing Agreement (EULA)
IMPORTANT: BY SELECTING THE “I ACCEPT” BUTTON AT THE END OF THIS AGREEMENT OR BY INSTALLING THIS SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT DO NOT INSTALL, COPY OR USE THE SOFTWARE.
This END USER LICENSE AGREEMENT (this "Agreement") is made by and between Isotropix SAS, a company registered in France, ("Isotropix"), and you, as either an individual or a single entity ("Licensee").
Grant Of License
Subject to the terms and conditions of this Agreement, Isotropix hereby grants to Licensee a non-exclusive, non-transferable limited license to install and use a machine readable, object code version of this software program (the "Software") and accompanying user guide and other documentation (collectively, the "Documentation") solely for Licensee's own internal business purposes (collectively, the "License"); provided, however, Licensee's right to install and use the Software and the Documentation is limited to those rights expressly set out in this Agreement.
Restriction On Use
Except as otherwise specifically permitted in this Agreement, Licensee may not: (a) modify or create any derivative works of any Software or Documentation, including translation or localization; (code written with published Software API/SDK shall not be deemed derivative works); (b) copy the Software except as provided in this Agreement or elsewhere by Isotropix; (c) separate Software, which is licensed as a single product, into its component parts. (d) sublicense; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any product the Software (except to the extent applicable laws specifically prohibit such restriction); (f) redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. Licensee may NOT transfer the Software under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product(s); (h) use the Software by more users than have been licensed, on more computers or computing devices than the number licensed. Licensee may install the Software on more than one computer, however, Licensee shall not at any one time have its number of concurrent users using the Software exceeds the number of total valid Software licenses purchased by Licensee.
If the software is a "Personal Learning Edition", the licensee purpose of use of the software should be strictly personal or dedicated to internal training or instruction, excluding any other purpose. These versions of the software exclude any commercial, professional or for-profit purposes. For any avoidance of doubt, providing training or instruction to third parties is also excluded.
If Licensee has purchased the Software under the terms of Isotropix's Educational Policy: (a) If licensee is an individual, Licensee may use the Software for strictly non commercial, non professional or non profit purposes; (b) If Licensee is not an individual, Licensee may use the Software as an organization only for training and instruction purposes, any other use being strictly prohibited; (c) Licensee will at all times comply with the Educational Policy which is available on request.
License Transfer Policy
A license key bound to a computer is required to access and enable the Software. The issuing of replacement or substituted license keys if the Software is moved from one computer to another is subject to and strictly in accordance with Isotropix’s License Transfer Policy, which is available on request and which requires a fee to be paid in certain circumstances. Isotropix conserves the right to vary the terms and conditions from time to time of the License Transfer Policy.
If Isotropix identifies the Software as a demonstration, evaluation, trial, or not for resale version (“Evaluation Version”), Licensee may install and access a copy of the Software, only for the purpose of commercial evaluation and demonstration. Without limiting the foregoing, You may not use it for competitive analysis, or commercial, professional, or other for-profit purposes. The Evaluation Version may only be installed for a fifteen (15) days evaluation period, unless otherwise specified by Isotropix in writing.
Licensee may install one (1) backup copy of the Software and Documentation on another file server computer solely for backup purposes in the event that Licensee's primary file server computer on which the Software is Installed becomes inoperable. Licensee may access such backup copy of the Software only in the event and for so long as the primary file server Computer on which the Software is installed becomes inoperable and Licensee would be otherwise unable to access the Software.
Licensee understands that the benefits granted to Licensee hereunder are contingent upon Licensee's payment in full of the license fee payable in connection herewith (the "License Fee").
Upgrades And Enhancements
The Licensee's access to support, upgrades and updates is subject to the terms and conditions of the "Maintenance Subscription Program” available on request. Isotropix conserves the right to vary the terms and conditions from time to time of the Maintenance Subscription Program.
Isotropix warrants for a period of thirty (30) days after delivery of the Software: (a) the Software will perform substantially in accordance with the functions described in the Documentation, and that (b) the media, on which the Software is furnished, if any, is free of defects in materials and workmanship which could prevent its operation, subject to proper use and maintenance (c) to the best of Isotropix's knowledge, Licensee's use of the Software in accordance with the Documentation will not, in and of itself, infringe any third party's copyright, patent or other intellectual property rights. EXCEPT AS WARRANTED, THE SOFTWARE AND DOCUMENTATION IS BEING PROVIDED "AS IS", EXCEPT FOR THE WARRANTIES SET FORTH IN THIS LICENSE AGREEMENT, THE SOFTWARE IS PROVIDED WITH NO OTHER WARRANTIES WHATSOEVER, AND ISOTROPIX DISCLAIMS ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, THE USE, THE PERFORMANCE AND RESULTS LICENSEE MAY OBTAIN BY USING THE SOFTWARE, THE MERCHANTABILITY, THE SATISFACTORY QUALITY, THE FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING THE FOREGOING, ISOTROPIX DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
Licensee's sole and exclusive remedy and the entire liability of Isotropix under this limited warranty will be for Isotropix to make commercially reasonable efforts within a reasonable period of time to (a) correct or replace any Software that does not comply with the above warranty, or (b) if Isotropix cannot remedy or replace such defective Software within such time period, then Isotropix will refund the fees actually paid to it for the Software license. Any replacement Software will be warranted for the remainder of the original warranty period.
Limitation of Liability
IN NO EVENT SHALL ISOTROPIX OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS, REVENUE, DATA, OR COST OF COVER. IN ADDITION, IN NO EVENT SHALL THE LIABILITY OF ISOTROPIX OR ITS LICENSORS FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, DOCUMENTATION OR THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR THE SOFTWARE DIRECTLY RESPONSIBLE FOR SUCH DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY TO ANY DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, EVEN IF ISOTROPIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE LIMITED REMEDIES AVAILABLE HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. ISOTROPIX SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER ARISING FROM LOSS OR THEFT OF THE SOFTWARE OF THE MEDIA ON WHICH THE SOFTWARE IS FURNISHED TO LICENSEE. ISOTROPIX SHALL NOT BE OBLIGATED TO REPLACE ANY LOST OR STOLEN SOFTWARE OR SOFTWARE MEDIA. LICENSEE IS SOLELY RESPONSIBLE FOR SAFEGUARDING THE SOFTWARE AND THE MEDIA ON WHICH THE SOFTWARE IS FURNISHED.
Term and Termination
Subject to the terms and conditions of this Agreement, the license to use the Software is perpetual, unless the Software qualifies as an Evaluation Version, or is designated as a fixed-term license, a limited duration license or a rental license. In such cases, the term of the license shall be the term identified by Isotropix in the applicable Documentation (the “Designated Term”) or the term for which Licensee have paid, whichever is less. If Isotropix identifies the Software as licensed for a fixed term, limited duration or rental and does not specify a term, then the Designated Term shall expire ninety (90) days after the date Licensee's first install the Software. Use of this Software beyond the applicable license term, or any attempt to defeat the time-control disabling function in the Software is an unauthorized use and constitutes a material
violation of this Agreement and intellectual property law. Without prejudice to any right to compensation for any damage suffered, Isotropix may immediately terminate this Agreement, without further obligation or liability, if Licensee or any of the users breaches any term or condition hereof and fails to correct such breach within thirty (30) days after Isotropix notifies Licensee in writing. Upon termination of this License Agreement for any reason, all rights granted to Licensee hereunder will cease, and Licensee will forthwith (i) purge the Software from all of Licensee's computer systems, storage media and other files, and (ii) destroy or return to Isotropix all copies of the Software and Documentation. Any obligation that by its nature shall persist will survive the termination of this License Agreement but shall in no event imply or create any continued right to use the Software after termination of this Agreement.
This Agreement and the applicable Documentation constitute the entire agreement between us and supersede any other previous or contemporaneous communications, agreements, representations, or advertising with respect to the Software and Documentation. Any modifications to this Agreement shall be invalid, unless made in a duly signed writing.
Applicable Law And Jurisdiction
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH FRENCH LAW. THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY. ANY DISPUTE ARISING OUT THIS AGREEMENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF FRANCE.
All Rights Reserved
EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT, TITLE, OWNERSHIP AND ALL RIGHTS AND INTEREST INCLUDING, WITHOUT LIMITATION, PATENTS, COPYRIGHTS, TRADEMARKS, TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY RIGHTS, IN AND TO ISOTROPIX AND ANY AUTHORIZED COPIES MADE BY LICENSEE REMAIN WITH ISOTROPIX AND ITS LICENSORS. THE STRUCTURE, ORGANIZATION, AND CODE OF THE ISOTROPIX ARE VALUABLE TRADE SECRETS OF ISOTROPIX AND ITS LICENSORS AND LICENSEE SHALL KEEP SUCH TRADE SECRETS CONFIDENTIAL. THE SOFTWARE AND DOCUMENTATION ARE LICENSED, NOT SOLD.
If Licensee purchased the license for this Software in Canada, Licensee agrees to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including Notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s'y rattachent, soient rédigés en langue anglaise.
Copyright (c) 2017 Isotropix SAS. All Rights Reserved. Do not duplicate.