Please read this software license agreement ("License") carefully before using the software. By using this software, you are agreeing to be bound by the terms of this License. If you do not agree to the terms of this License, do not access or use the software. If the software was accessed electronically, click "Disagree."
The Software modules licensed under this Agreement are the sole property of ACTIVE INNOVATIONS, Inc., the Licensor ("ACTIVE"). Title and ownership rights are not transferred to Licensee under this Agreement. Licensee hereby agrees not to resell, trade, or otherwise make the Software available to any other person, persons, or company. Furthermore, the rights under this Agreement shall not be assigned by the Licensee without the written consent of ACTIVE.
This Agreement cannot be modified by the Licensee or any third-party such as 'Reseller' except by a written document signed by an officer of ACTIVE. We may modify the terms and conditions of this Agreement (including ACTIVE's Policies) from time to time, with notice given to you by email, through the Software, or through our website.
Notwithstanding anything to the contrary elsewhere in this Agreement, ACTIVE, by written notice to Licensee, may terminate (or in ACTIVE's sole discretion, temporarily suspend) the License Term upon the occurrence of any of the following: (a) Licensee terminates or suspends doing business. (b) Licensee breaches or fails to perform any other material term or provision of this Agreement and has not cured such breach or failure within thirty (30) days of receiving written notice from ACTIVE specifying the breach or failure.
Upon any termination of the License Term, Licensee shall immediately: (a) cease using the Software, (b) return all copies (including archive) of Software if termination is due to breach of material terms (c) comply with any other post-termination provisions applicable to Licensee in this Agreement or otherwise communicated to Licensee in writing, and (d) furnish ACTIVE, if ACTIVE so requests, with written certification, executed by an executive officer of Licensee, that Licensee has complied fully with the terms and conditions of subsections (a), (b) and (c) of this Section IV.
The Licensee shall take all steps necessary to keep the Software in a secure place, to safeguard it from theft or disclosure to third parties, and to ensure that Software Licensed, including the documentation associated therewith under this agreement, is not made available in any form to any person, persons or company not licensed by this Agreement. The Licensee further warrants that all individuals having access to the Software under this Agreement shall observe this Non-disclosure covenant. In particular, the Licensee recognizes the proprietary nature of the Software and agrees to make no copies, except for normal backup requirements, of the Software or any of its components by any means or for any purpose whatsoever, except as expressly stated in this License Agreement, without prior written approval of ACTIVE. ACTIVE may from time to time take all reasonable steps to review Licensee's continuing compliance with the provisions of this paragraph V, to protect the rights of ACTIVE.
Licensee may use the Software only on the hardware configuration on which Licensee has purchased an appropriate license and only in compliance with operating and environmental conditions specified in any documentation associated with the Software only at Licensee's facilities at the location set forth, and only in conjunction with named users and other limitations set forth. Licensee may store installation programs strictly for archival purposes on backup equipment. Licensee is solely responsible for ensuring that your systems meet the hardware, Software and any other applicable system requirements for the Software as specified in the Documentation. ACTIVE will have no obligations or responsibility under this Agreement for issues caused by your use of any third-party hardware or Software not provided by ACTIVE.
For each Software license you purchase, you may install one (1) production instance of the Software on a single server owned or operated by Licensee. Additional installation of the Software on single or multiple servers is strictly subject to additional licensing and cannot be done without prior express written permission from ACTIVE. Additional copies of the Software for disaster recovery, Staging, and QA/Test purposes or any other purpose are subject to licensing and costs associated with licensing.
Licensee shall not copy or reproduce all or any part of the Software for any purpose. Licensee shall not (and shall not attempt to) sell, lease, License, sublicense, give, share, communicate, distribute, or otherwise convey the Software to any person or entity. Licensee shall not use the Software to provide document management or other similar services for others. Licensee acknowledges that no provision of this Agreement or any other agreement grants Licensee any rights with respect to the source code (human-readable) format of the Software. Licensee shall not (and shall not attempt to) prepare derivative works of, reverse engineer, decompile or disassemble any component of the Software. Licensee may not remove any copyright notices embedded in the Software under any circumstances. Except with ACTIVE's express prior, written consent, Licensee's rights to use the Software shall not extend to any subsidiary, parent company, or affiliate of Licensee. Use of the web services API is permitted for integration to in-house or third-party applications. Use of the web services API to build front-end or back-end applications that attempt to circumvent or replace the infoRouter licensing and user authentication rules is strictly prohibited. "User id" or "user account" sharing to serve more users than the licensed user count is strictly prohibited.
Licensee shall maintain and enforce technical and organizational safeguards against accidental, unlawful or unauthorized access to or use of the Software that ensures a level of security appropriate to the risks presented by the use of any software that handles sensitive data, consistent with best industry practice and standards. Licensee shall take all reasonable measures to prevent unauthorized users from accessing Licensee Data, Licensee's servers, or network communications. Licensee acknowledges and agrees that Licensee will be solely responsible for backing up and taking all appropriate measures to protect and secure Licensee Data. ACTIVE will not be liable for any loss or corruption of Licensee Data.
ACTIVE may collect, maintain, process information, including but not limited to unique system or hardware identifiers, information about your computer, system and application Software, and peripherals to verify compliance with the terms of this License. ACTIVE may also collect diagnostic and usage data for the sole purpose of providing and improving ACTIVE's products and services. Collected statistics facilitate the provision of software updates, product support and other services related to the ACTIVE Software. Licensee may change preferences for Diagnostics & Usage collection at any time by going to the Application Settings section located in the infoRouter Control Panel. ACTIVE may use this information, in a form that does not personally identify any person or persons, for the purposes described above. This information is never shared with third parties.
This agreement does not entitle you to any maintenance or new versions of the Software. Such new versions must be purchased and licensed separately at the then published prices of ACTIVE. Maintenance is provided optionally under the terms described in Software Maintenance Terms and Conditions document, executed separately between ACTIVE and Licensee. Licensee must use software in accordance with the best practices guide published by ACTIVE. In addition, licensee must use Software on platforms and systems compliant with the System Requirements Guide published by ACTIVE. Active reserves the right to severely limit or refuse support and maintenance for Software, if Software is installed on non-compliant systems or is being used in a fashion that is not compliant with the best practices guide. For new installations and Live Update runs to receive maintenance updates from our servers, the Licensee must allow the Software to access ACTIVE servers for license validation and version checking. For firewall exception information, please contact support.
ACTIVE DISCLAIMS ALL IMPLIED OR EXPRESS WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ASSUMES FULL RESPONSIBILITY FOR THE SELECTION, POSSESSION, PERFORMANCE, AND PROPER INSTALLATION AND USE OF THE SOFTWARE AND FOR VERIFYING THE RESULTS OBTAINED THEREFROM.
THE LIABILITY OF ACTIVE, ITS AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, SUCCESSORS, OR ASSIGNS FOR DAMAGES, WHETHER FOR BREACH OF THIS AGREEMENT OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF LICENSE FEES PAID BY LICENSEE THROUGH THE DATE THAT ANY SUCH LIABILITY IS ASSESSED, WHETHER THE LIABILITY ARISES FROM CONTRACT, TORT OR OTHER CLAIMS. ACTIVE IS NOT AN INSURER, AND ITS PRICING REFLECTS THE ASSUMPTION OF NO RISK BY ACTIVE FOR ANY DAMAGES SUSTAINED BY LICENSEE ARISING OUT OF LICENSEE'S USE OF THE SOFTWARE OR EQUIPMENT, AND ACTIVE SPECIFICALLY DISCLAIMS ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES WHICH MAY ARISE FROM THIS AGREEMENT OR THE POSSESSION OR USE OF ALL OR ANY PORTION OF THE SOFTWARE OR EQUIPMENT BY LICENSEE.
A Party's waiver of the other party's noncompliance with any provision of this Agreement shall not constitute a waiver of any prior or subsequent non-compliance by the other party of that provision or noncompliance by the other party of any other provision of this Agreement. A Party's single or partial exercise of any right, remedy, privilege, or power provided for under or pursuant to this Agreement by either party preclude or limit such party from any other or further exercise thereof or from pursuing any other right, remedy, privilege, or power available pursuant to this Agreement, at law or in equity.
If this License is acquired under a U.S. Government contract, use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in DFARS 252.227-7013(c)(ii) for Department of Defense contracts and as set forth in FAR 52.227-19(a)-(d) for civilian agency contracts. ACTIVE reserves all unpublished rights under the United States copyright laws.
This agreement shall be governed by the laws of the State of New York and constitute the entire understanding between the Licensee and ACTIVE.
The Licensee agrees to pay the License Fee in accordance with the agreed-upon Purchase Order, Check, or Cash. Overdue amounts will incur a late fee of one and one-half percent per month. Failure of the Licensee to perform its payment obligation when due, or in the insolvency, bankruptcy, assignment for the benefit of creditors, or dissolution or termination of the existence of the Licensee, shall constitute a breach subject to termination provisions outlined in paragraph IV.
We may identify you as an ACTIVE customer in our promotional materials. We will promptly stop doing so upon your request sent to sales@inforouter.com.
Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to events that are beyond the reasonable control of such parties, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
This Section applies if you purchase the Software, Support, Maintenance, or any Additional Services through an authorized partner or Reseller of ACTIVE ("Reseller"). (a) Instead of paying ACTIVE, you will pay the applicable amounts to the Reseller, as agreed between you and the Reseller. ACTIVE may suspend or terminate your rights to use Software if ACTIVE does not receive the corresponding payment from the Reseller. (b) Resellers are not authorized to modify this Agreement or make any promises or commitments on ACTIVE's behalf, and any obligations do not bind ACTIVE to you other than as outlined in this Agreement.
ACTIVE may provide access to certain third-party software or services as a convenience. To the extent that the ACTIVE Software contains or provides access to any third-party software or services, ACTIVE has no express or implied obligation to provide any technical or other support for such software or services. Please contact the appropriate software vendor, manufacturer, or service provider directly for technical support and customer service related to its software, service, and/or products.
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