INTERGRAL SOFTWARE END USER LICENSE AGREEMENT (“EULA”)
THE FOLLOWING EULA APPLIES TO FUSIONREACTOR VERSION 5 AND ITS MINOR/MICRO UPDATES ONLY
IMPORTANT: CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. THIS
END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN
YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED
BY OR FOR AN ENTITY, AN ENTITY) AND INTERGRAL. YOU ACCEPT AND
AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE
“ACCEPT” OPTION OR DOWNLOADING THE SOFTWARE OR BY INSTALLING,
USING, OR COPYING THE SOFTWARE. IF YOU DO NOT AGREE TO BE BOUND
BY THESE TERMS THEN DO NOT INSTALL, COPY, DOWNLOAD OR OTHERWISE
USE THE SOFTWARE. THIS EULA SHALL APPLY ONLY TO THE SOFTWARE
SUPPLIED BY INTERGRAL HEREWITH REGARDLESS OF WHETHER OTHER
SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.
Definitions
“INTERGRAL” means INTERGRAL Information Solutions GmbH and its
licensors, if any.
“Developer Version” means a version or edition of the Software to
be used only for design, development and evaluation purposes.
“Free Version” means a version or edition of the Software that
may have limited features, and may stop operating after a given
amount of time.
“Trial Version” means a version or edition of the Software to be
used only for review, demonstration and evaluation purposes. The
Trial Version may have limited features, and may stop operating
after a given amount of time.
“Full Version” means a version or edition of the Software that is
not a Developer Version nor a Trial Version of the Software nor a
Free Version of the Software.
“Accessible Code” means source code that is unprotected and
accessible.
“Protected Code” means any source code that is protected against
access by INTERGRAL or a third party and is not accessible under
this EULA.
“Fees” mean all fees and expenses payable by the Licensee to
INTERGRAL in acquiring the Software and as applicable any
Subscription or User Licenses.
“Software” means only the INTERGRAL software and third party
software programs, in each case, supplied by INTERGRAL together
with this EULA, including its Accessible Code and Protected Code
and any corresponding documentation, online or electronic
documentation, printed materials, and associated media. Any
updates to such Software that you are entitled to receive and
that have been provided to you by INTERGRAL shall also mean
Software for purposes of this Agreement.
License Grant
The Software is subject to the terms and conditions of this
Agreement. INTERGRAL hereby grants, and you accept, the right and
license to install and use the Software provided that you do not
use, copy, or install the Software on more than the number of
computers permitted by license, or permit the use, copying, or
installation by more users on more computers than the number
permitted by the license.
You may make one copy of the Software in machine-readable form
solely for backup purposes. You must reproduce on any such copy
all copyright notices and any other proprietary legends on the
original copy of the Software.
The Software is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws
and treaties. INTERGRAL reserves all intellectual property
rights, including copyrights and trademark rights. Your license
rights under this EULA are non-exclusive.
License Restrictions
Restrictions on Use
Other than as expressly set forth above, you may not make or
distribute copies of the Software, or electronically transfer the
Software from one computer to another or over a network.
You may not decompile, “reverse-engineer”, disassemble, or
otherwise attempt to derive the source code for the Software.
You may not use the database portion of the Software in
connection with any software other than the Software.
You shall not (A) in the aggregate, install or use more than one
copy of the Trial Version of the Software, (B) download the Trial
Version of the Software under more than one username, (C) alter
the contents of a hard drive or computer system to enable the use
of the Trial Version of the Software for an aggregate period in
excess of the trial period for one license to such Trial Version,
(D) disclose the results of software performance benchmarks
obtained using the Trial Version to any third party without
INTERGRAL’s prior written consent, (E) use the Trial Version for
any application deployment or ultimate production purpose, or (F)
use the Trial Version of the Software for a purpose other than
the sole purpose of determining whether to purchase a license to
a Full Version or a Developer Version of the software; provided,
however, notwithstanding the foregoing, you are strictly
prohibited from installing or using the Trial Version of the
Software for any commercial training purpose.
You shall not use the Developer Version for any application
deployment in a live or stand-by production environment or
staging environment, in each case, including, without limitation,
in any environment accessed by application end- users, including,
but not limited to, servers, workstations, kiosks, and mobile
computers. You shall not use the Software to develop any
application having the same primary function as the Software.
Subject to the terms and conditions of this Agreement you must at
all times ensure that the Software is not used for rental,
timesharing, subscription service, hosting, outsourcing, or as
part of a service or consulting practice to a third-party,
without first obtaining the express written consent of INTERGRAL.
Restrictions on Alteration
You may not alter, merge, adapt, translate or modify the Software
or create any derivative work of the Software or its accompanying
documentation. Derivative works include but are not limited to
translations. You may not alter any files or libraries in any
portion of the Software. You may not reproduce the database
portion or create any tables or reports relating to the database
portion.
Restrictions on Copying
You may not copy any part of the Software except to the extent
that licensed use inherently demands the creation of a temporary
copy stored in computer memory and not permanently affixed on
storage medium. You may make one archival copy which must be
stored on a medium other than a computer hard drive.
Restrictions on Transfer
Without first obtaining the express written consent of INTERGRAL,
you may not assign your rights and obligations under this
Agreement, or redistribute, encumber, sell, rent, lease,
sublicense, or otherwise transfer your rights to the Software.
You may not sell or transfer any Software purchased under a
volume discount. You may not sell or transfer any Trial Version
or Free Version of the Software.
Permitted Fixes
Notwithstanding anything else in this EULA but subject to the
terms and conditions contained herein, the Licensee is permitted
to modify the Accessible Code in the Software to develop bug
fixes, customizations or additional features solely for their
internal purposes of using the Software.
Upgrades
If this copy of the Software is an upgrade from an earlier
version of the Software, it is provided to you on a license
exchange basis. You agree by your installation and use of this
copy of the Software to voluntarily terminate your EULA with
respect to such prior license to the Software and that you will
not continue to install or use such prior license of the Software
or transfer it to another person or entity.
Ownership
The foregoing grants of rights give you limited license to use
the Software. Except as expressly provided in this Agreement,
INTERGRAL remain the owner of all right, title and interest in
the Software. All rights not specifically granted in this EULA
are reserved by INTERGRAL.
Fees
The Licensee must pay all Fees by their due date. Failure to pay
Fees by the due date will result in the immediate termination of
the licenses granted under this EULA.
You are responsible for reviewing the Software’s website for
changes in the fees, including, but not limited to, subscription
fees and payment terms.
TERMINATION
Without prejudice to any other rights and in addition to any
other termination rights in this EULA, INTERGRAL may terminate
this EULA if the Licensee fails to comply with the terms and
conditions of this EULA. Immediately upon termination of a
license granted under this EULA, the Licensee must at its own
cost remove all copies of the Software including all Accessible
Code from its computer systems and provide INTERGRAL with written
certification that it has destroyed all copies of the Software
including all Accessible Code in its possession, custody or
control.
LIMITED WARRANTY AND DISCLAIMER
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN THE
JURISDICTION IN WHICH THE SOFTWARE IS PROVIDED, INTERGRAL
PROVIDES THE SOFTWARE AS IS AND WITH ALL FAULTS, AND EXCEPT
OTHERWISE EXPRESSLY CONTAINED IN THE EULA, HEREBY DISCLAIM ALL
OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR
STATUTORY.
INTERGRAL MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR
REQUIREMENTS OR OPERATE UNDER YOUR SPECIFIC CONDITIONS OF USE.
INTERGRAL MAKES NO WARRANTY THAT OPERATION OF THE SOFTWARE WILL
BE SECURE, ERROR FREE, OR FREE FROM INTERRUPTION. YOU MUST
DETERMINE WHETHER THE SOFTWARE SUFFICIENTLY MEETS YOUR
REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE
RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO
FAILURE OF THE SOFTWARE TO MEET YOUR REQUIREMENTS. INTERGRAL WILL
NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE
LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.
INTERGRAL DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS,
WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE
SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN
HAZARDOUS ENVIRONMENTS REQUIRING FAIL- SAFE CONTROLS, INCLUDING
WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR
OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR
COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR
WEAPONS SYSTEMS. INTERGRAL SPECIFICALLY DISCLAIMS ANY EXPRESS OR
IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
INTERGRAL PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR
IMPLIED, FOR THE TRIAL VERSION AND THE FREE VERSION OF THE
SOFTWARE. THE TRIAL VERSION AND THE FREE VERSION OF THE SOFTWARE
ARE PROVIDED “AS IS” AND WITH ALL FAULTS AND HEREBY DISCLAIM ALL
OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR
STATUTORY.
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY INTERGRAL,
INTERGRAL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT
OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN
AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY
DOCUMENTS PROVIDED WITH THE SOFTWARE.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE
SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THIRTY
(30) DAYS FROM THE DATE OF DELIVERY.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INTERGRAL, ITS
DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A
WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY
PROVIDED HEREIN.
LIMITED REMEDY
YOUR REMEDY FOR A BREACH OF THIS AGREEMENT OR OF ANY WARRANTY
INCLUDED IN THIS AGREEMENT IS THE CORRECTION OR REPLACEMENT OF
THE SOFTWARE. SELECTION OF WHETHER TO CORRECT OR REPLACE SHALL BE
SOLELY AT THE DISCRETION OF INTERGRAL. INTERGRAL RESERVES THE
RIGHT TO SUBSTITUTE A FUNCTIONALLY EQUIVALENT COPY OF THE
SOFTWARE AS A REPLACEMENT. IF INTERGRAL IS UNABLE TO PROVIDE A
REPLACEMENT OR SUBSTITUTE SOFTWARE OR CORRECTIONS TO THE
SOFTWARE, YOUR SOLE ALTERNATE REMEDY SHALL BE A REFUND OF THE
PURCHASE PRICE FOR THE SOFTWARE EXCLUSIVE OF ANY COSTS FOR
SHIPPING AND HANDLING.
ANY CLAIM MUST BE MADE WITHIN THE APPLICABLE WARRANTY PERIOD. ALL
WARRANTIES COVER ONLY DEFECTS ARISING UNDER NORMAL USE AND DO NOT
INCLUDE MALFUNCTIONS OR FAILURE RESULTING FROM MISUSE, ABUSE,
NEGLECT, ALTERATION, MISAPPLICATION, PROBLEMS WITH DATA NETWORKS,
PROBLEMS WITH ELECTRICAL POWER, ACTS OF NATURE, UNUSUAL
TEMPERATURES OR HUMIDITY, IMPROPER INSTALLATION, DAMAGE TO MEDIA
OR DAMAGE DETERMINED BY INTERGRAL TO HAVE BEEN CAUSED BY YOU. ALL
LIMITED WARRANTIES ON THE SOFTWARE ARE GRANTED ONLY TO YOU AND
ARE NON- TRANSFERABLE.
YOU AGREE TO INDEMNIFY AND HOLD INTERGRAL HARMLESS FROM ALL
CLAIMS, JUDGMENTS, LIABILITIES, EXPENSES, OR COSTS ARISING FROM
YOUR BREACH OF THIS AGREEMENT AND/OR ACTS OR OMISSIONS. THIS
REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR
BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE
SOFTWARE AND RELATED DOCUMENTATION.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL INTERGRAL, ITS DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR
INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR
EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS
OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE
FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE,
WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE
NEGLIGENCE OF INTERGRAL OR ANY OTHER PARTY, EVEN IF INTERGRAL IS
ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE
EXTENT THAT THE APPLICABLE JURISDICTION LIMITS INTERGRAL’S
ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL
BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED. INTERGRAL’S
LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, EXCEED THE
LICENSE FEES YOU PAID FOR THE SOFTWARE, IF ANY.
Indemnification
To the maximum extent permitted by law, you agree to defend,
indemnify and hold harmless INTERGRAL, its directors, officers,
employees and agents from and against any and all claims,
actions, suits or proceedings, as well as any and all losses,
liabilities, damages, costs and expenses (including reasonable
attorneys fees) arising out of or accruing from (a) your use of
the Software, (b) any application you develop on the Software
that infringes any copyright, trademark, trade secret, trade
dress, patent or other intellectual property right of any person
or defames any person or violates their rights of publicity or
privacy, and (c) any non- compliance by you with this License
Agreement.
Confidentiality
The Software contains trade secrets and proprietary know-how that
belong to INTERGRAL and it is being made available to you in
strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF
ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT
ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A
VIOLATION OF OUR TRADE SECRET RIGHTS.
Publicity Rights
Licensee grants INTERGRAL the right to include Licensee as a
customer in Software promotional material. Licensee can deny
INTERGRAL this right at any time by submitting a written request
via email to SALES@INTERGRAL.COM, requesting to be excluded from
Software promotional material. Requests made after purchasing may
take thirty (30) calendar days to process.
Third Party Software
Any software provided along with the Software that is associated
with a separate license agreement is licensed to you under the
terms of that license agreement. This license does not apply to
those portions of the Software. Copies of these third party
licenses are included in all copies of the Software. By accepting
this EULA, you are also accepting the additional terms.
RESTRICTIONS
United States: If the Software is acquired by the Licensee in the
United States, the Licensee acknowledges: (a) the Software is
subject to U.S. export jurisdiction and agrees to comply with all
applicable international and national laws that apply to the
Software, including the U.S. Export Administration Regulations,
as well as end-user, end- use, and destination restrictions
issued by U.S. and other governments and notwithstanding the
above; and (b) the provisions of the USA Uniform Computer
Information Transaction Act do not apply to this EULA.
General: The export of the Software from the country of original
purchase may be subject to control or restriction by applicable
local law. Licensee is solely responsible for determining the
existence and application of any such law to any proposed export
and for obtaining any needed authorization. Licensee agrees not
to export the Software from any country in violation of
applicable legal restrictions on such export.
Governing Law, Jurisdiction and Costs
This EULA is governed by the laws of Baden-Wuerttemberg, Germany
without regard to Baden-Wuerttemberg’s conflict or choice of law
provisions. Exclusive jurisdiction and place of performance is
Boeblingen, Germany, as long as permitted by applicable law. The
United Nations Convention for the International Sale of Goods
shall not apply.
Changes to the License Agreement
INTERGRAL may make changes to the License Agreement as it
distributes new versions of the Software. When these changes are
made, INTERGRAL will make a new version of the License Agreement
available on the website where the Software is made available.
Entire Agreement and Severability
This EULA is the entire agreement between INTERGRAL and you, and
supersedes all prior or contemporaneous agreements or
understandings, whether oral or written any other communications
or advertising with respect to the Software; this EULA may be
modified only by written agreement signed by authorized
representatives of both you and INTERGRAL. No INTERGRAL dealer or
agent is authorized to make any amendment to this EULA.
If any provision of this EULA shall be held to be invalid or
unenforceable, the remainder of this EULA shall remain in full
force and effect. All rights not expressly granted in this
agreement are retained by INTERGRAL. To the extent any express or
implied restrictions are not permitted by applicable laws, these
express or implied restrictions shall remain in force and effect
to the maximum extent permitted by such applicable laws. The
failure or delay of INTERGRAL to exercise any of its rights under
this EULA or upon any breach of this EULA shall not be deemed a
waiver of those rights or of the breach. You agree that any
varying or additional terms contained in any purchase order or
other written notification or document issued by you in relation
to the Software licensed hereunder shall be of no effect.
INTERGRAL and other trademarks contained in the Software are
trademarks or registered trademarks of INTERGRAL Information
Solutions GmbH. Third party trademarks, trade names, product
names and logos may be the trademarks or registered trademarks of
their respective owners. You may not remove or alter any
trademark, trade names, product names, logo, copyright or other
proprietary notices, legends, symbols or labels in the Software.
This EULA does not authorize you to use INTERGRAL’s or its
licensors’ names or any of their respective trademarks.
