IMPORTANT – READ CAREFULLY BEFORE ACCESSING THIS SOFTWARE: This license agreement (“License Agreement”) is a legal agreement between the user (referred to herein as “You” or “Licensee”, and meaning either an individual or a single entity) and i-PRO Americas Inc., and its suppliers (collectively, “i-PRO Americas” or “Licensor”) for the Software (the “Software”). BY USING OR ACCESSING THE SOFTWARE; LOADING THE SOFTWARE OR ALLOWING THE SOFTWARE TO BE LOADED; OR UTILIZING ANY DEVICE OR OTHERWISE UTILIZING THE SERVICES OR FUNCTIONALITY OF THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, YOU MAY RETURN THE SOFTWARE TO YOUR PLACE OF PURCHASE FOR A FULL REFUND.
1. GRANT OF LICENSE.
a. Overview of the License Agreement. This License Agreement describes your rights to use or otherwise utilize the Software. This License Agreement does not entitle You to any ownership rights of the programming code. The Software is licensed, not sold. The Software is protected by copyright and other intellectual property laws and treaties. i-PRO Americas owns the title, copyright and other intellectual property rights in the Software. You may not rent, lease, or lend the Software or transfer the License Agreement to another user.ellectual property rights in the Software. You may not rent, lease, orlend the Software or transfer the License Agreement to another user.
b. System Limits. You may use the Software with one unique system identified by its Mac address. Each unique system requires a separate License Agreement.
2. TERMINATION. Without prejudice to any other rights, i-PRO Americas may terminate this License Agreement if You do not abide by the terms and conditions herein, in which case you must destroy all copies of the Software and/or return the Software to i-PRO Americas and all its component parts.
3. TRANSFER. You may move the Software to a different server.
4. LIMITATION ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Software.
5. CONSENT TO USE OF DATA. You agree that i-PRO Americas and its affiliates may collect and use any technical information You provide as part of support services related to the Software. i-PRO Americas agrees not to use this information in a form that personally identifies You.
6. LIMITED WARRANTY. Because of uncertain or unknown conditions and incidental hazards under which the Software is used, i-PRO Americas does not warrant or guarantee that any particular result will be achieved. i-PRO Americas disclaims all liability and responsibility for damages or other loss caused by any independent supplier/installer of the Software or other third-party. The sole and exclusive warranty provided by i-PRO Americas is that (1) the media on which the Software is furnished will be free of defects in materials and workmanship; and (2) the Software substantially conforms to its published specifications (the “Limited Warranty”). The Software is warranted only for its initial installation. This warranty shall survive inspection of, payment for and acceptance of the Software, but in any event, shall expire ninety (90) days after the date you receive the Software, unless prohibited by law. Any supplements or updates to the Software, including without limitation service packs (if any) or hot fixes provided to You after the expiration of the ninety-day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory. Except for the Limited Warranty as set forth herein, i-PRO Americas provides the Software and support services (if any) “AS IS” AND WITH ALL FAULTS. THERE ARE NO OTHER WARRANTIES (NOR REPRESENTATIONS) HEREUNDER OR ELSEWHERE MADE BY i-PRO Americas, EXPRESS OR IMPLIED, AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF GOOD AND WORKMANLIKE PERFORMANCE, ALL WITH REGARD TO THE SOFTWARE AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, ARE DISCLAIMED BY i-PRO Americas AND EXCLUDED FROM THIS AGREEMENT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. NO AFFIRMATION WHETHER BY WORDS OR ACTIONS BY i-PRO Americas, ITS AGENTS, EMPLOYEES OR REPRESENTATIVES SHALL CONSTITUTE A WARRANTY.
7. Limited and Exclusive Remedy. i-PRO Americas’s sole responsibility and Your exclusive remedy for any nonconformance or defect in the Software is expressly limited to the replacement of the Software or the refund of the license fees, if any, as determined by i-PRO Americas, in its sole discretion, to the extend i-PRO Americas confirms that the Software possess such a defect. As a condition precedent to any remedy described herein, or otherwise available to You, You shall seek and accept i-PRO Americas’s reasonable effort to replace the allegedly defective or nonconforming Software. In furtherance of such undertaking, if You reasonably believe that the Software contains a defect or nonconformity for which i-PRO Americas is responsible, You shall inform i-PRO Americas immediately by telephone at (713) 621-9779 and by providing written notification to i-PRO Americas within forty-eight (48) hours of discovery. All returned Software shall be shipped at customer’s expense. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
8. NO CONSEQUENTIAL OR OTHER DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXPRESS OR IMPLIED, (1) I-PRO AMERICAS’S LIABILITY FOR ANY CLAIM OR ACTION OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, TRANSFER, USE OR REPAIR OF THE SOFTWARE OR SERVICES RENDERED BY I-PRO AMERICAS UNDER THIS LICENSE AGREEMENT SHALL NOT EXCEED THE PRICE, IF ANY, YOU PAID FOR THE SOFTWARE OR $5.00, WHICHEVER IS GREATER; AND (2) I-PRO AMERICAS SHALL IN NO EVENT BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR CONTINGENT LIABILITIES ARISING OUT OF THIS LICENSE AGREEMENT OR THE FAILURE OF THE SOFTWARE TO OPERATE PROPERLY, INCLUDING BUT NOT LIMITED TO ANY DAMAGE OCCASIONED BY DELAY, DOWNTIME, LOST BUSINESS OPPORTUNITY, LOSS OF CONFIDENTIAL INFORMATION, LOSS OF PRIVACY, LOST PROFITS OR OTHERWISE (NOTWITHSTANDING THE CAUSE OF SUCH DAMAGE AND WHETHER OR NOT CAUSED BY I-PRO AMERICAS’S NEGLIGENCE, FAULT OR STRICT LIABILITY). CUSTOMER ASSUMES THE RISK FOR AND INDEMNIFIES I-PRO AMERICAS FROM AND AGAINST ALL LIABILITIES FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR THE POSSESSION, USE OR APPLICATION OF THE SOFTWARE, EITHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS. I-PRO AMERICAS ASSUMES NO RESPONSIBILITY OR LIABILITY, WHETHER EXPRESS OR IMPLIED, WHETHER IN TORT OR IN CONTRACT, AS TO THE CAPACITY OF THE SOFTWARE TO SATISFY THE REQUIREMENT OF ANY LAW, RULE, SPECIFICATION, OR CONTRACT PERTAINING THERETO, INCLUDING, BUT NOT LIMITED TO, ANY CONTRACT BETWEEN ANY CUSTOMER OF ITS PRODUCTS AND PARTIES WITH WHOM SUCH CUSTOMER HAS CONTRACTED.
9. INDEMNIFICATION: YOU AGREE TO PROTECT, INDEMNIFY, HOLD HARMLESS AND DEFEND I-PRO AMERICAS FROM AND AGAINST ANY CLAIMS, DEMANDS, LIENS, CAUSES OF ACTION, JUDGMENTS, LOSSES AND LIABILITIES OF ANY NATURE WHATSOEVER ARISING IN ANY MANNER, DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH OR IN THE COURSE OF OR INCIDENTAL TO (1) YOUR WORK OR OPERATIONS WITH THE SOFTWARE REGARDLESS OF CAUSE OR OF THE SOLE, CONCURRENT OR CONTINUING FAULT OR NEGLIGENCE OF I-PRO AMERICAS OR ITS EMPLOYEES OR AGENTS; OR (2) ANY BREACH OR FAILURE TO COMPLY WITH ANY OF THE PROVISIONS OF THIS LICENSE AGREEMENT. YOU AGREE TO PROTECT, INDEMNIFY, HOLD HARMLESS AND DEFEND I-PRO AMERICAS FROM AND AGAINST ANY CLAIMS, DEMANDS, LIENS, CAUSES OF ACTION, JUDGMENTS, LOSSES AND LIABILITIES FOR INJURY TO OR DEATH OF YOU, YOUR AGENTS OR EMPLOYEES OR ANY EMPLOYEE OR AGENTS OF ANY CO-VENTURER, CONTRACTOR, SUBCONTRACTOR OR PERSONS AT YOUR WORK LOCATION ARISING IN ANY MANNER, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH OR IN THE COURSE OF OR INCIDENTAL TO YOUR WORK OR OPERATIONS WITH THE SOFTWARE, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF I-PRO AMERICAS OR ITS EMPLOYEES OR AGENTS.
10. SEVERANCE: Should any provision of this License Agreement, or a portion thereof, be unenforceable or in conflict with the laws of the United States of America or of any state or jurisdiction which governs any transaction between i-PRO Americas and You, then the validity of the remaining provisions, and any portion thereof, shall not be affected by such unenforceability or conflict, and this License Agreement shall be considered as if such provision, or portion thereof, were not contained herein.
11. UNLAWFUL PURPOSE. Use of the Software for any unlawful purpose or in any unlawful manner, use for any improper or unintended use, or use by anyone other than you is strictly prohibited and constitutes a material breach of this License Agreement.
12. APPLICABLE LAW. This License Agreement is governed by the laws of the State of New York without regard to its conflict of laws principles. i-PRO Americas and Licensee hereby agree that exclusive jurisdiction of any, controversy, claim, suit or proceeding arising out of or relating in any way to the Software or this License Agreement or the breach, termination or invalidity thereof shall lie within the courts of the State of New York or within the courts of the United States of America located within New York. i-PRO Americas and Licensee consent to venue and jurisdiction within the Courts of New York, New York.
13. NO WAIVER: Failure to enforce any or all of this License Agreement in a particular instance shall not act as a waiver or preclude subsequent enforcement
14. ENTIRE AGREEMENT. This License Agreement (including any addendum or amendment to this License Agreement which is included with the Software) constitutes the entire agreement between You and i-PRO Americas relating to the Software and any support services, and this License Agreement supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Software or any other subject matter covered by this License Agreement. To the extent the terms of any i-PRO Americas policies or programs for support services conflict with the terms of the License Agreement, the terms of the License Agreement shall control.
15. This Software is of the U.S. origin and may be subject to the U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. Licensee agrees that it will not export, re-export or import, directly or indirectly, the Software except in compliance with all applicable laws and regulations.
Rev 04/22