Intamerge Community Edition Binary Code Licence Agreement
INTAMERGE LIMITED IS WILLING TO LICENSE THE SOFTWARE TO YOU SOLELY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS BINARY CODE LICENCE AGREEMENT (the "Agreement"). PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING ON THE I Agree BUTTON AND INSTALLING OR USING ANY COMPONENT OF THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THESE TERMS. THE LICENCE GRANTED UNDER THIS AGREEMENT IS EXPRESSLY CONDITIONAL UPON ACCEPTANCE ONLY BY AUTHORISED PERSONNEL. THIS LICENCE IS SOLELY FOR THE DOWNLOAD, INSTALLATION OR USE OF THE COMMUNITY VERSION OF THE SOFTWARE. IF YOU HAVE ENTERED INTO A SEPARATE AGREEMENT WITH INTAMERGE LIMITED FOR AN INTAMERGE ENTERPRISE EDITION, THE TERMS OF THAT AGREEMENT MAY PREVAIL OVER ANY CONFLICTING TERMS IN THIS AGREEMENT.
This Agreement is between Intamerge Limited (registered company 10008000), with its registered office at Lynwood House, Crofton Road, Orpington, Kent, BR6 8QE, United Kingdom ("Intamerge Limited") and the customer (individual or entity) that has procured the Software (as defined below) for download, installation or use ("you" or "your").
1. DEFINITIONS
Component:
means any fractional piece of the Software, including, but not limited to, compiled libraries, source files, header files, data files and third party code;
Documentation:
means any supporting manuals, programming guides, technical documentation or licences provided by Intamerge Limited or with the Software;
Effective Date:
means the date on which the Software is made available to you and/or you download, install or use the Software;
Intamerge Enterprise Edition:
means a supported version of the product and which may permit, among other things, customisation or distribution to third parties including on a commercial basis;
Software:
means the Intamerge Community Edition version of the product, in whole or in part, that you download, install or use, any other bundled or machine readable materials, and any Components, updates, patches or error corrections provided by Intamerge Limited, and any Documentation provided to you by Intamerge Limited under this Agreement;
Integration:
means any configuration of the Software and its Components, or their use with any database or any additional Plug-ins, libraries, files or code used by or with your copy of the Software;
Intellectual Property Rights:
means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world; and
Plug-in:
means an add-in, add-on or extension to the Software that enhances a specific feature or functionality to the Software.
Unless otherwise noted, the Software and Documentation are referred to collectively herein as "Software".
2. LICENCE
2.1.
All rights in the Software are owned or licensed by Intamerge Limited.
2.2.
Subject to the terms of this Agreement, Intamerge Limited grants you a limited, non-exclusive, non-transferable, non-assignable, royalty free licence to use the Software for your personal purposes, or your internal business purposes (if you are a business), from the Effective Date.
3. LICENCE TO DISTRIBUTE SOFTWARE
3.1.
Use of the Software for any purpose other than that permitted under this Agreement, including distribution or sharing with a third party (if you are a business), shall require a written licence from Intamerge Limited for an Intamerge Enterprise Edition.
3.2.
Subject to clause 2, 3.1 and 4, you may:
3.2.1.
distribute the Software as is, complete and unmodified and only bundled as part of, and for the sole purpose of, operating your Integrations or Plug-ins so long as:
3.2.1.1.
you do not distribute additional software intended to modify or replace any Component of the Software; and
3.2.1.2.
you do not remove or alter any proprietary legends, licences or notices contained in the Software.
3.2.2.
only distribute the Software with an end user licence agreement that:
3.2.2.1.
is a complete, unmodified reproduction of this Agreement; or
3.2.2.2.
protects the proprietary interests of Intamerge Limited (and its licensors) consistent with the terms contained in this Agreement.
3.3.
You shall:
3.3.1.
only distribute the Software if you agree to defend and indemnify Intamerge Limited and its licensors from and against any damages, costs, liabilities, settlement amounts and expenses (including legal fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the your use or distribution of the Software and any Integrations, Plug-ins or third party code;
3.3.2.
not redistribute or otherwise transfer any updates, patches or error corrections to the Software made available to you by Intamerge Limited; and
3.3.3.
comply with any and all applicable technology control or export laws and regulations together with all applicable and regulatory requirements pertaining to use of the Software in the jurisdiction of download.
4. LICENCE RESTRICTIONS
4.1.
You acknowledge that all Intellectual Property in the Software, and any modifications or derivative works in it, anywhere in the world belongs to and are retained by Intamerge Limited or it licensors, that rights in the Software are licensed (not sold) to you, and that you shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Agreement.
4.2.
You acknowledge that you have no right to have access to the Software in source code form.
4.3.
Subject to this Agreement, you may not:
4.3.1.
copy the Software except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
4.3.2.
distribute, sell, rent, lease, sublicense or transfer, loan, translate, merge, adapt, vary or modify the Software, including any Component of it, to a third party or allow a third party to use the Software under your licence;
4.3.3.
modify, disassemble, decompile, reverse-engineer, change the behaviour or create derivative works based on the whole or any part of the Software including its Components, the source code, underlying algorithms, file format, classes, sub packages or programming interfaces, nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software, and provided that the information obtained by you during such activities:
4.3.3.1.
is used only for the purpose of achieving inter-operability of the Software with Integrations or Plug-ins; and
4.3.3.2.
not to use any portion of the Software to create a competitive service, product or technology or make the features or functionality of the Software:
4.3.3.2.1.
available to the public in any form; or
4.3.3.2.2.
commercially available in any form;
4.3.4.
enable, encourage or allow any third party to do anything otherwise prohibited by this Agreement.
4.4.
You acknowledge that the Software has not been developed for your individual requirements but has been developed for general use in information management applications and that it is not intended for use in any inherently dangerous, critical or real-time applications. If you use the Software in such applications, then you shall be responsible to take all appropriate fail-safe, backup, redundancy, and other measures to ensure its safe use and secure use. Intamerge Limited disclaims any express or implied warranty of fitness or quality of the Software for such uses.
4.5.
If you are a business, we only supply the Software under this Agreement for internal use, and you expressly agree not to use the Software for any re-sale purposes, distribute or otherwise make the Software commercially available to any third party, such activities shall only be permitted under a separate written licence from Intamerge Limited for an Intamerge Enterprise Edition.
5. PUBLICATION
5.1.
You may only distribute the Software incorporated into a printed or hard copy form (Publication) subject to the following terms:
5.1.1.
you may not distribute the Software on a stand-alone basis; it must be distributed with your Publication;
5.1.2.
you are responsible for downloading the Software;
5.1.3.
you must refer to the Software only as Intamerge Community Edition;
5.1.4.
the Software must be reproduced in its entirety, as is, complete with its Components and unmodified (including with respect to all Documentation) and distributed with your Publication subject to an end user licence agreement that:
5.1.4.1.
is a complete, unmodified reproduction of this Agreement; or
5.1.4.2.
protects the proprietary interests of Intamerge Limited and its licensors consistent with the terms contained in this Agreement.
5.1.5.
the Publication label shall include the following information:
5.1.5.1.
"Copyright 2017, Intamerge Limited. All rights reserved. Use is subject to licence terms. The Intamerge Limited and Intamerge trade marks and all related service marks, logos, trade name and other brand designations are owned or registered by Intamerge Limited.”
5.1.5.2.
With [YEAR] being the year of your download or acquisition of the Software;
5.1.6.
you must clearly identify the Software as a product of Intamerge Limited and you may not state or imply that Intamerge Limited is responsible for any third-party code contained in the Publication;
5.1.7.
you may not include any third party software on the Publication which is intended to be a replacement or substitute for the Software or any of its Components;
5.1.8.
you agree to defend and indemnify Intamerge Limited and its licensors from and against any loss, damages, costs, liabilities, settlement amounts and/or expenses (including legal fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of the Software and/or the Publication; and
5.1.9.
you shall provide Intamerge Limited with a written notice for each Publication; such notice shall include the following information:
5.1.9.1.
the title of the Publication,
5.1.9.2.
author(s),
5.1.9.3.
date of Publication, and
5.1.9.4.
ISBN or ISSN numbers
Such notice shall be sent to Intamerge Limited, Lynwood House, Crofton Road, Orpington, Kent, BR6 8QE, United Kingdom, for the attention of "Product Manager Intamerge.
6. DISCLAIMER
6.1.
UNLESS SPECIFIED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OR NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION AND YOU ASSUME THE FULL RISK FOR ANY OUTPUTS OR RESULTS OBTAINED USING THE SOFTWARE.
6.2.
TO THE EXTENT THAT INTAMERGE LIMITED MAY NOT DISCLAIM ANY WARRANTY, REPRESENTATION OR CONDITION OF THIS AGREEMENT THE SCOPE AND DURATION OF SUCH DISCLAIMER WILL BE THE MINIMUM PERMITTED BY GOVERNING LAW.
7. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INTAMERGE LIMITED OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGES, OR FOR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, DATA CORRUPTION OR DATA USE, FAILURE OF SECURITY MECHANISMS OR INTERRUPTION OF BUSINESS, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF INTAMERGE LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
8. NO SUPPORT OR MAINTENANCE
Intamerge Limited shall have no support or maintenance obligations with respect to the Software or your use of the Software under this Agreement.
9. TRADEMARKS AND LOGOS
9.1.
You acknowledge that Intamerge Limited owns the Intamerge trade marks and all related service marks, logos, trade name and other brand designations.
9.2.
No right, title or interest in or to any trade mark, service mark, logo or trade name of Intamerge Limited or Intamerge or its licensors is granted under this Agreement.
9.3.
You warrant that any use made by you or any third party of any Intamerge Limited or Intamerge trade mark or related service marks, logos, trade name or other brand designation shall only be in accordance with the relevant brand use guidelines available at Brand Usage Guide.
10. INSTALLATION & PRIVACY
The Software's installation and update processes may transmit a limited amount of data to Intamerge Limited (or its service provider) about these specific processes to help Intamerge Limited understand and optimise them. Intamerge Limited does not associate this data with any personally identifiable information. You can find more information about how Intamerge Limited collects and stores user data at https://www.intamerge.com/privacy_statement.
11. EXCLUSIONS & THIRD PARTY CODE
11.1.
This Agreement does not apply to the download, installation or use of any Integration or Plug-in files downloaded from the plug-in store section of the Intamerge website and you acknowledge and accept that any such Integrations and Plug-ins may be subject to separate and/or additional third party licence agreements.
11.2.
In addition, the Software may contain or be provided with third-party libraries or code (including source code) that is not owned by Intamerge Limited and is provided subject to the terms of this Agreement.
11.3.
In the event that any third party rights shall accrue to or apply to your download or use of the Software or any Integrations or Plug-ins, or third party code, you shall comply with any and all applicable terms relating to the use of the same and as applicable from time to time.
11.4.
The disclaimer and limitation of liability provisions in clauses of this Agreement shall apply to all Software, Integrations, Plug-ins or third party code in this distribution.
12. TERMINATION
12.1.
This Agreement is effective until terminated.
12.2.
You may terminate this Agreement at any time by destroying or uninstalling all copies of the Software.
12.3.
Intamerge Limited may terminate this Agreement and seek injunctive relief without notice if you fail to comply with any provision of this Agreement.
12.4.
Upon termination of this Agreement, you shall cease any and all use of the Software and delete or remove all copies thereof (including any back-up or security copy, if made).
13. NO PARTNERSHIP OR AGENCY
13.1.
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
13.2.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between you and Intamerge Limited and shall supersede all previous agreements, promises, arrangements, assurances, warranties, representations and understandings, whether written or oral, relating to the Software.
15. WAIVER
No actual or implied failure or delay by Intamerge Limited or its licensors to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16. ASSIGNMENT & VARIATION
16.1.
You may not assign or transfer this Agreement, in whole or in part, without the written consent of Intamerge Limited. Any attempt to transfer or assign this Agreement without such written consent will be null and void and may result in the termination of this Agreement.
16.2.
No variation of this Agreement shall be effective unless it is in writing and signed by Intamerge Limited.
17. SEVERANCE
Each provision or part-provision of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining provisions or part-provisions will remain in full force and effect.
18. THIRD PARTY RIGHTS
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
19. GOVERNING LAW
You and Intamerge Limited agree that any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation shall be governed by and construed in accordance with the applicable law, which is the law of England and Wales, and that the courts of England and Wales shall have exclusive jurisdiction in respect of the same.