End-User License Agreements
Intellix Designer
This End-User License Agreement ("EULA") is a legal agreement between you, either an individual or a single entity ("Customer" or "you"), and Intellix, a limited liability company incorporated and operating under the laws of the Kingdom of Denmark ("Intellix").
By installing, copying, or otherwise using this product, including computer software, associated media, any printed materials, and any "online" or electronic documentation, you agree to be bound by the terms of this EULA. CLICKING "I accept the license agreement" OR INSTALLING OR USING THE SOFTWARE INDICATES YOUR CONSENT TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to the terms of this EULA, promptly return the unused Software to your supplier for a full refund.
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TABLE OF CONTENTS
1. INTELLECTUAL PROPERTY ACKNOWLEDGEMENT
2. GRANT OF LICENSE
3. LIMITED LICENSE
4. PROTECTION OF TRADE SECRETS
5. PATENT AND COPYRIGHT INDEMNITY
6. LIMITED WARRANTY AND REMEDY
7. EXCLUSIONS
8. NOTICES
9. TERMINATION
10. UPGRADES
11. DEMO VERSIONS
12. GENERAL
13. DEFINITIONS
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1. INTELLECTUAL PROPERTY ACKNOWLEDGEMENT
The software and documentation are and shall remain the exclusive property of Intellix and/or its licensors, and it is protected by Copyright laws and treaties worldwide. Portions of the software are also protected by patent(s), pending patent application(s), trade secret law, and contract law. Users may not make any commercial use of the software code or database schema, and are limited to the uses granted in section 2 below.
2. GRANT OF LICENSE
Provided you have paid all applicable fees and have registered the Software with Intellix, the EULA grants you the following, non-exclusive, non-transferable rights:
(a) You may use the Software on any single computer; use the Software on a second computer so long as only one copy is used at a time; or copy the Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices.
3. LIMITED LICENSE
3.1 No license, right or interest in any Intellix names, trade- or service-marks is granted hereunder.
3.2 Except as expressly authorised herein, Licensee shall not:
a) copy, in whole or in part, the Software other than for backup purposes;
b) distribute, sell, rent or otherwise transfer Software or Documentation to third parties;
c) sublicense the Software or provide outsourcing, timesharing, rental or other such services to any third party;
d) try to reverse engineer or otherwise derive product source code from the licensed executable code.
4. PROTECTION OF TRADE SECRETS
4.1 Licensee recognises that the Software and Documentation contain valuable proprietary information and trade secrets which are the property of or/are licensed to Intellix.
4.2 Licensee shall indemnify and hold Intellix harmless from any loss, damage, claim or liability caused by a violation of this Agreement by Licensee.
5. PATENT AND COPYRIGHT INDEMNITY
5.1 Intellix shall indemnify and defend Licensee against any just claims that the Software infringes any proprietary right of a third party, provided that Intellix is given prompt notice of such claim and is given information, reasonable assistance and sole authority to defend or settle the claim.
5.2 Intellix may (i) obtain for Licensee the right to continue using the Software, (ii) replace or modify the Software so that it becomes non-infringing while giving equivalent performance or, (iii) if such remedies are not reasonably available, remove the Software and accept its return.
5.3 Intellix shall have no liability if the alleged infringement is based on a modification of the Software by anyone other than Intellix; or is based on use of the Software other than in accordance with Intellix specifications and Documentation.
6. LIMITED WARRANTY AND REMEDY
6.1 Intellix warrants only that the Software will perform in substantial accordance with the accompanying user manual for ninety (90) days following your receipt of the Software. Any Support Services provided by Intellix shall only be as described in applicable written materials provided to you by Intellix.
6.2 Intellix' entire liability and your exclusive remedy for any claim you may have against Intellix shall be, at Intellix' option, (i) return of amounts paid for the applicable Software; or (ii) repair or replacement of Software which does not meet the above limited warranty; provided you return the Software to Intellix.
6.3 EXCEPT AS PROVIDED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Customer assumes all risks as to selection, quality, installation, results and performance. Intellix does not warrant that the Software will meet Customer's requirements or that the operation of the Software will be uninterrupted or error free. INTELLIX DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE FROM BUGS.
6.4 NEITHER INTELLIX NOR ANY OF ITS SUPPLIERS SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION OR DELAY, LOSS OR INABILITY TO USE DATA), EVEN IF Intellix OR ANY OF ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.5 INTELLIX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6.6 Some states do not allow certain warranty limitations, so the restrictions of this Section 3 will apply only to the full extent permitted by applicable law.
7. EXCLUSIONS
7.1 Intellix shall have no obligation to remedy:
a) Altered, damaged or modified Software;
b) Software that is not the then current or Previous Sequential Release;
c) Software problems caused by Licensee's negligence, hardware malfunction or other cause beyond the control of Intellix;
d) Defective data;
e) Problems caused by an incorrect interface to other software or data sources; and
f) Software installed in an Operating Environment not supported by Intellix.
8. NOTICES
8.1 All notices, consents and other communications required or permitted under this Agreement shall be in writing and sent by first class mail, postage prepaid, or transmitted by telegram or telex if confirmed by such mailing, to addresses indicated at the end of this Agreement, or such other address as either party may indicate by at least ten (10) days' written notice to the other party.
9. TERMINATION
The license will terminate automatically if Customer fails to comply with the limitations described herein. On termination, Customer must destroy all copies of the Software, including documentation. Otherwise, this EULA shall remain in force until terminated. Customer may terminate this EULA at any time by destroying all copies of the Software and providing notice thereof to Intellix.
10. UPGRADES
If the Software is designated by Intellix as an "Upgrade" product, then you may only use the Software if you are also currently a licensed user of the base product to which the Upgrade applies. Unless the Intellix documentation for an Upgrade specifically provides, you may not separate upgrade products from base products, nor transfer them separately. Intellix reserves the sole and exclusive right to set its policies and prices regarding updates, upgrades and enhancements. All other terms of this EULA apply with equal force to Upgrades.
11. DEMO VERSIONS
If Intellix designates the Software as a "Demo" version, then Customer's license rights under this EULA shall extend solely for a 30 day evaluation period, during which Customer's use is restricted solely to permit Customer to determine whether to purchase an ongoing license to the Software. Customer may make a reasonable number of copies of the Demo version of this Software, including documentation, for internal distribution, provided that any such copies are unmodified and exact. Customer is specifically prohibited from charging or requesting donations for any such copies; and from distributing Demo versions of the Software to third parties without prior written permission. Unregistered use of the Software, including documentation, beyond the 30 day evaluation period constitutes a breach of contract and violates intellectual property laws. Demo versions are provided strictly on an "as is" basis.
12. GENERAL
12.1 This Agreement shall be governed by the laws of the kingdom of Denmark.
12.2 The terms of this Agreement respect any relevant and applicable compulsory provision which cannot be changed or amended by virtue of an agreement between the parties. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision, but the principles specified in such provision shall be upheld to the extent permitted by law.
12.3 No waiver by a party of a breach of any provision of this Agreement shall constitute a waiver of any other breach of that or any other provision of this Agreement.
12.4 Licensee may not assign this Agreement or sublicense the Software without the prior consent of Intellix and any prohibited assignment or sublicense shall be null and void. This prohibition includes assignment, sublicense, use etc. by any affiliated or associated company.
13. DEFINITIONS
"Documentation" shall mean publications relating to the use of the Software, such as reference-, installation-, administrative- or programmer- manuals, delivered by Intellix, whether in machine-readable or printed form.
"Effective Date" shall mean the date when this Agreement is signed by licensee or the date when the License software is installed by the Licensee for the first time, whichever comes earlier.
"Software" shall mean all or any portion of the Software programs and Documentation provided to Licensee as described in the Schedules to this Agreement including all corrections or updates thereto.
Intellix Denmark ApS
Nikolaj Plads 32, 2
DK-1067 Copenhagen K
Denmark
Tel: +45 33 14 81 00
www.intellix.com
info@intellix.com
support@intellix.com
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Intellix Expertise Server
This License Agreement is a legal agreement between you, either an individual or a single entity ("Customer" or "you"), and Intellix, a limited liability company incorporated and operating under the laws of the Kingdom of Denmark ("Intellix").
By installing, copying, or otherwise using this product, including computer software, associated media, any printed materials, and any "online" or electronic documentation, you agree to be bound by the terms of this License agreement. CLICKING "I accept the license agreement" OR INSTALLING OR USING THE SOFTWARE INDICATES YOUR CONSENT TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree to the terms of this License agreement, promptly return the unused Software to your supplier for a full refund.
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TABLE OF CONTENTS
1. Definitions
2. Intellectual Property Acknowledgement
3. Grant of License
4. Limited License
5. Protection of Trade Secrets
6. Patent and Copyright Indemnity
7. Limited Warranty and Remedy
8. Exclusions
9. Notices
10. Termination
11. Upgrades
12. Demo and Evaluation Versions
13. General
14. Support Services
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1. DEFINITIONS
1.1 Access License shall mean any artifact enabling the functionality and services of the Software.
1.2 Agreement means this agreement with pertaining appendices and any changes.
1.3 Documentation means publications relating to the use of the Software such as reference-, installation-, administrative-, or programmer- manuals, delivered by Intellix, whether in machine-readable or printed form.
1.4 Server License means any artifact enabling installation and activation of the Software.
1.5 Software means all or any portion of the Software programs and Documentation provided to Customer.
2. INTELLECTUAL PROPERTY ACKNOWLEDGEMENT
2.1 Customer acknowledges that Intellix is the owner of the software and documentation, and that it is protected by Copyright laws and treaties worldwide. Portions of the software are also protected by pending patent application(s), trade secret law, and contract law. Customer may not make any commercial use of the software code or database schema, and are limited to the uses granted below or other signed agreements where license terms have been defined
3. GRANT OF LICENSE
3.1 Provided you have paid applicable fees this License Agreement grants you the following, non-exclusive, non-transferable rights:
a. You may use the software only on a single computer per Server License.
b. You may use an Access License only on a single computer.
c. You may copy the Software for archival purposes, provided any copy must contain all of the original Software's proprietary notices.
4. LIMITED LICENSE
4.1 No license, right or interest in any Intellix names, trade- or service marks is granted hereunder.
4.2 Except as expressly authorised herein or in other signed agreements, Customer shall not:
a. Copy, in whole or in part, the Software other than for backup purposes;
b. Distribute, sell, rent or otherwise transfer Software or Documentation to third parties;
c. Sublicense the Software or provide outsourcing, timesharing, rental or other such services to any third party;
d. Try to reverse engineer or otherwise derive product source code from the licensed executable code.
5. PROTECTION OF TRADE SECRETS
5.1 Customer recognises that the Software and Documentation contain valuable proprietary information and trade secrets, which are the property of or are licensed to Intellix.
5.2 Customer shall indemnify and hold Intellix harmless from any loss, damage, claim or liability caused by a violation of this Agreement by Customer.
6. PATENT AND COPYRIGHT INDEMNITY
6.1 Intellix shall indemnify and defend Customer against any just claims that the Software infringes any proprietary right of a third party, provided that Intellix is given prompt notice of such claim and is given information, reasonable assistance and sole authority to defend or settle the claim.
6.2 Intellix may (i) obtain for Customer the right to continue using the Software, (ii) replace or modify the Software so that it becomes non-infringing while giving equivalent performance or, (iii) if such remedies are not reasonably available, remove the Software and accept its return.
6.3 Intellix shall have no liability if the alleged infringement is based on a modification of the Software by anyone other than Intellix; or is based on use of the Software other than in accordance with Intellix specifications and Documentation.
7. LIMITED WARRANTY AND REMEDY
7.1 Intellix warrants only that the Software will perform in substantial accordance with the accompanying user manual for thirty (30) days following your receipt of the software. Any support services provided by Intellix will only be as described in applicable written materials provided to you by Intellix.
7.2 Intellix' entire liability and your exclusive remedy for any claim you may have against Intellix shall be, at Intellix' option, (i) return of amounts paid for the applicable software; or (ii) repair or replacement of Software which does not meet the above limited warranty; provided you return the Software to Intellix.
7.3 EXCEPT AS PROVIDED ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Customer assumes all risks as to selection, quality, installation, results and performance. Intellix does not warrant that the Software will be uninterrupted or error free. INTELLIX DOES NOT WARRANT THAT THE SOFTWARE WILL BE FREE FROM BUGS.
7.4 NEITHER INTELLIX NOR ANY OF ITS SUPPLIERS SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION OR DELAY, LOSS OR INABILITY TO USE DATA), EVEN IF INTELLIX OR ANY OF ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.5 INTELLIX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.6 Some countries or states do not allow certain warranty limitations, so the restrictions of this section will apply only to the full extent permitted by applicable law.
8. EXCLUSIONS
8.1 Intellix shall have no obligations to remedy:
a. Altered, damaged or modified Software;
b. Software that is not the then current or Previous Sequential Release;
c. Software problems caused by Customer's negligence, hardware malfunction or other cause beyond the control of Intellix.
d. Defective data;
e. Problems caused by an incorrect interface to other software or data sources;
f. Software installed on an Operating System (including any service pack or other modifications) not specifically documented as supported by the Software.
9. NOTICES
9.1 All notices, consents and other communications required or permitted under this Agreement shall be in writing and sent by first class mail, postage prepaid, or transmitted by telegram or telex if confirmed by such mailing, to addresses indicated at the end of this agreement, or such other address as either party may indicate by at least ten (10) days' written notice to the other party.
10. TERMINATION
10.1 The license will terminate automatically if Customer fails to comply with the limitations described herein. On termination, Customer must destroy all copies of the Software, including documentation. Otherwise, this LA shall remain in force until terminated. Customer may terminate this LA at any time by destroying all copies of the Software and providing notice thereof to Intellix.
11. UPGRADES
11.1 If the Software is designated by Intellix as an "Upgrade" or "Patch" product, then you may only use the Software if you are also currently a licensed Customer of the base product to which the upgrade applies. Unless the Intellix documentation for an Upgrade specifically provides, you may not separate upgrade products from base products, nor transfer them separately. Intellix reserves the sole and exclusive right to set its policies and prices regarding updates, upgrades and enhancements. All other terms of this LA apply with equal force to Upgrades.
12. DEMO AND EVALUATION VERSIONS
12.1 If Intellix designates the Software as a "Demo" or "Evaluation" version then Customer's license rights under this LA shall extend solely for the stated demo or evaluation period, during which customer's use is restricted solely to permit Customer to determine whether to purchase an ongoing license to the Software. Customer may make a reasonable number of copies of the Demo version of this Software, including documentation for internal distribution, provided that any such copies are unmodified and exact. Customer is specifically prohibited from charging or requesting donations for any such copies; and from distributing Demo versions of the Software to third parties without prior written permission. Unregistered use of the Software, including documentation, beyond the stated evaluation period constitutes a breach of contract and violates intellectual property laws. Demo versions are provided strictly on an "AS IS" basis.
13. GENERAL
13.1 The laws of the Kingdom of Denmark shall govern this Agreement.
13.2 The terms of this Agreement respect any relevant and applicable compulsory provision that cannot be changed or amended by virtue of an agreement between the parties. If any provision of this Agreement is held to be unenforceable, this Agreement shall be construed without such provision, but the principles specified in such provision shall be upheld to the extent permitted by law.
13.3 No waiver by a party of a breach of any provision of this Agreement shall constitute a waiver of any other breach of that or any other provision of this Agreement.
13.4 Customer may not assign this Agreement or sublicense the Software without the prior consent of Intellix and any prohibited assignment or sub-licensee shall be null and void. This prohibition includes assignment, sublicenses, use etc. by any affiliated or associated company.
14. SUPPORT SERVICES
14.1 Support services are only available according to separate agreement on support and maintenance. Intellix will give 12 months notice before discontinuing support and maintenance of older versions of the software.
Intellix Denmark ApS
Nikolaj Plads 32, 2
DK-1067 Copenhagen K
Denmark
Tel: +45 33 14 81 00
www.intellix.com