End User License Agreement
By adding to, editing, or in any way modifying any code in this extension, the Licensee understands that i95Dev is not held liable for any inconsistencies or abnormalities in the behaviour of the extension. By adding to, editing, or in any way modifying this code, the Licensee terminates any agreement of support offered by i95Dev. Upon discovery of modified code in the process of support, the Licensee is still held accountable for any and all billable time i95Dev spent during the support process. i95Dev does not guarantee compatibility with any other framework extension. i95Dev is not responsible for any inconsistencies or abnormalities in the behaviour of this code if caused by any other frameworks or framework extension(s).
By downloading or using the Software, you agree to this Agreement on behalf as an individual, and on behalf of your employer or another entity with which you are associated, if such employer or entity has not previously accepted these terms (you and such employer or other entity, collectively, the Licensee) and agree to be bound by its terms and conditions; and b) you are accepting electronic delivery of the Software. If the Licensee has not previously accepted these terms, you represent and warrant that you have full legal authority to bind the Licensee to these terms and conditions. This Agreement is a legal agreement between i95Dev having its principal place of business at 33 Wood Avenue South, Suite 600, Iselin, New Jersey, 08830.
This Agreement constitutes the entire agreement concerning Licensees use of all i95Dev software.
The laws of the state of New Jersey shall apply to this Agreement.
This Agreement replaces and supersedes any verbal understandings, written communications and representations, including and not limited to purchase order documentation, except those contained in subsequent writing, including by not limited to a license agreement with terms for support and an accompanying ordering schedule, in all cases signed by i95Dev.
- Subject to Licensee’s compliance with the terms and conditions of this Agreement and any applicable payment terms, i95Dev grants Licensee a non-transferable, non-assignable, non-sub licensable, worldwide license solely during the Term to use, modify and create derivative works in respect of the Software, solely for internal purposes, in accordance with the Software’s technical documentation. Such license is limited to the maximum number of the Software’s installations as approved in writing by i95Dev.
- In the event that Licensee’s actual number of the Software’s installations exceeds the licensed number of the Software’s installations on such license, Licensee shall promptly provide i95Dev with written notice and pay i95Dev the fees required to license such additional Server(s) in accordance with the commercial terms set out in the Ordering Schedule.
- Licensee shall implement reasonable controls to ensure that it does not exceed the maximum number of licensed the Software’s installations.
- i95Dev shall provide to Licensee an initial copy of the Software, including the associated technical documentation, for use by Licensee in accordance with this Agreement.
- The Licensee shall not resell the extension or any source code under different branding than i95Dev
- The Licensee shall not resell any functionality of i95Dev as a service.
2. License Exclusions
- Except as expressly authorized herein, Licensee shall not:
- use or deploy the Software on any Server in excess of the number of the Software installations;
- distribute, sublicense, disclose, market, rent, lease, remote computing services, networking, batch processing or transfer to any third party the Software or permit any person entity to have access to the Software by means of time sharing, remote computing services, networking, batch processing, service bureau or time sharing arrangement;
- No license, right or interest in any i95Dev trademark, trade name or service mark is granted hereunder.
- A development and/or staging the Software environment (which is not accessible to the public) shall be considered included in the Customer’s existing single Software installation.
3. Fees and Payment Terms
Licensee shall pay i95Dev the fees specified by i95Dev. All fees shall be due at the point of sale. Once payment is received, the software will be electronically shipped. Licensee is responsible for all taxes concerning the Software and/or services, excluding taxes based on i95Dev’s income. Licensee is responsible for fees concerning online payment for software.
4. Title and Protection
- i95Dev retains title to all portions of the Proprietary Material and any copies thereof. Licensee agrees to maintain strict controls to ensure that such materials are treated confidentially and safeguarded with at least the same degree of care that it takes to protect its own information of a similar nature, which in no event shall be less than a reasonable degree of care, and shall not disclose the Proprietary Material to anyone other than those of its employees or consultants under nondisclosure obligations, having a need to know for purposes consistent with this Agreement. Licensee shall affix to each full or partial copy of the Proprietary Materials or any portion thereof made by Licensee, all copyright and proprietary information notice as were affixed to the original. The obligations set forth in this Section shall survive termination of this Agreement.
Licensee agrees to defend, indemnify and hold harmless i95Dev and its affiliates, representatives, partners, agents and employees from and against all and all liabilities, claims, costs and expenses, including attorneys fees, that arise out of or in connection with the use of the Software, or a break of these Terms.
6. Default and Termination
- An event of default shall be deemed to occur if:
- Licensee fails to perform any of its obligations under the Sections entitled “License Exclusions” or “Title and Protection”; or
- either party fails to perform any other material obligation under this Agreement and such failure remains uncured for more than thirty (30) days after receipt of written notice thereof.
- If an event of default occurs, the non-defaulting party, in addition to any other rights available to it under the law, may terminate this Agreement and all licenses granted hereunder by written notice to the defaulting party. Remedies shall be cumulative and there shall be no obligation to exercise a particular remedy.
- Within thirty (30) days after termination of the Software license or expiration of the Term, Licensee shall certify in writing to i95Dev that Licensee has ceased use of the Software and that all copies of the Software in any form, including partial copies within modified versions, have been destroyed.
- Warranty for Software:
To the extent of the law, the Software is provided “as is” and without warranty, either express or implied. We do not warrant that use of the Software will be uninterrupted. We do not warrant that all errors or bugs have been or can be removed from the Software. We do not warrant anything in respect of merchantability of fitness for a particular purpose that you use the Software for. If any court determines On Tap has been in breach of this warranty, then the exclusive remedy to the Customer shall be for i95Dev, in the sole discretion of i95Dev, to use commercially reasonable efforts to provide the Customer with an error correction or workaround which corrects the reported issue, to provide a Software upgrade or if i95Dev determines such remedies to be impracticable within a reasonable period of time, to terminate the Agreement and refund only the Customer’s original purchase cost of the Software.
- Exclusions to Warranty:
i95Dev is not liable to assist customers who have modified the original core code or modified the Software; regardless of who did the code modifications.
- i95Dev will provide support for bug fixes for the software for no additional charge during the period designated during the order of the Software. When this period has elapsed the Customer is obligated to purchase additional paid-for support from i95Dev prior to further bug fixes being offered.
9. Limitation of Liability
- 9.1. LIABILITY EXCLUSIONS. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR (i) THE TORT OF FRAUD OR DECEIT (ii) DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY NEGLIGENCE OR (iii) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. SAVE FOR THE FOREGOING, NEITHER PARTY ACCEPTS AND HEREBY EXCLUDES ANY LIABILITY FOR LOSS OF OR DAMAGE TO LICENSEES TANGIBLE PROPERTY OTHER THAN THAT CAUSE BY ITS NEGLIGENCE AND HEREBY EXCLUDES ANY OTHER LIABILITY FOR NEGLIGENCE ARISING PURSUANT TO THE TERMS OF THIS AGREEMENT. SAVE FOR THE FOREGOING, NEITHER PARTY ACCEPTS AND HEREBY EXCLUDES ANY LIABILITY FOR LOSS OF OR DAMAGE TO LICENSEES TANGIBLE PROPERTY OTHER THAN THAT CAUSE BY ITS NEGLIGENCE AND HEREBY EXCLUDES ANY OTHER LIABILITY FOR NEGLIGENCE ARISING PURSUANT TO THE TERMS OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR: LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF CONTRACTS; LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF DAMAGE TO CORRUPTION OF DATA; OR CONSEQUENTIAL OR INDIRECT LOSS OR SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, FOR THE AVOIDANCE OF DOUBT, WHERE SUCH LOSS OR DAMAGE IS ALSO OF A CATEGORY OF LOSS OR DAMAGE ALREADY LISTED) WHETHER FORESEEABLE OR UNFORESEEABLE BASED ON CLAIMS OF LICENSEE OR ANY OTHER PARTY ARISING OUT OF ANY BREAK OR FAILURE OF EXPRESS OR IMPLIED WARRANTY CONDITIONS OR OTHER TERM, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, OTHER LIABILITY IN TORT, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE.
i95Dev reserves the right to terminate this license at any time without notice or consent of the licensee. i95Dev reserves the right to terminate all or any support liabilities at any time without notice or consent of license.
All sales are final. No refunds, exchanges or returns will be given for any licenses post 30 day warranty period.
12. License Usage
A single license grants the licensee to install the extension on ONE (1) Software installation using the provided installer or installation instructions. Licensee must purchase additional licenses from i95Dev, one for each Software installation. The Licensee shall not resell the extension or any source code whatsoever. The Licensee shall not resell any functionality of i95Dev as a service.
- i95Dev may collect anonymous usage data, and license-identified diagnostics data for product support purposes and for the enforcement of the Customer’s entitlement to install the software on a maximum number of Software installations.
- Licensee is the person who is entering into this contract with i95Dev. This person is purchasing and implementing i95Dev.
- “Modifications” means any code developed by Licensee or any third party, including without limitation, configuration, integrations, implementations, or localizations to the external layer of the core, baseline Software product. The term “Modifications” excludes bug fixes supplied as part of Support Services.
- “Proprietary Material” means the Software, related documentation, and all parts, copies and modifications thereof, and any other information, in whatever form, received by Licensee hereunder from i95Dev or its licensors, provided, however, such information shall not be deemed Proprietary Material if it (a) is or becomes a part of the public domain through no act or omission of Licensee; or (b) was in Licensee’s lawful possession prior to the disclosure and had not been obtained by Licensee from i95Dev; or (c) is lawfully disclosed to Licensee by a third party without restriction on disclosure; or (d) is independently developed by Licensee without reference to or use of the Proprietary Material.
- “Software installations” means any physical or virtual server from which a single instance of the Software is accessed and used either for production purposes.
- “Software” means i95Dev’s proprietary software solution known as the i95Dev, provided solely in source code, including associated technical documentation, and all bug fix updates thereof furnished to Licensee as part of Support Services.
- Term means the period commencing upon i95Dev’s electronic delivery of the Software to Licensee and expiring on the date set out in the Ordering Schedule, unless extended by the mutual written consent of both parties.
Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labour disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.
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