Copyright (c) 2012-2017 w’inspire GmbH and its licensors. All rights reserved.
END USER LICENSE AGREEMENT
For the purpose of this agreement (the “Agreement”), “You” shall mean a legal entity acting by and through an individual installing and/or using the Product (as defined below), or an independently acting individual if the former definition by nature is not applicable. “w’inspire” shall mean w’inspire GmbH, an Austrian corporation. You find w’inspire’s contact information on the web site http://www.we-inspire.eu. w’inspire and You are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
This Agreement contains the terms and conditions under which w’inspire grants You a license to install and use the Product. You accept the terms and conditions of this Agreement by proceeding with the installation and/or by using the Product. You must abort the installation and/or refrain from using the Product if You do not accept the terms and conditions contained herein.
The effective date of this Agreement (the “Effective Date”) is the date when You first received the Product.
For purposes of this agreement, “Computer” shall mean a single physical computer or a single instance of a virtual computer, virtual server, whether it be implemented using Microsoft Virtual PC, Hyper-V, Virtual Server, Hypervisor, VMWare, XEN, or other virtual computing software applications that enable multiple isolated operating system instances to be run on a single hardware platform.
1. The Product
The “Product” licensed under this Agreement consists of (a) all of the contents of the files or other media (provided by any method of distribution) with which this Agreement is distributed or associated, including but not limited to (i) w’inspire or third party computer information or software, and (ii) related explanatory written materials or files; and (b) any upgrades, modified versions, updates, additions, and copies thereof; licensed to You by w’inspire and for which You have paid the applicable fees.
2. Granted License
Subject to the terms and conditions of this agreement, we-inspire grants You a limited, non-exclusive license to install and use one (1) copy of the Product on one (1) Computer for the purposes described in the associated documentation. You may also make one (1) copy of the Product solely for backup purposes. The use of the Product may be conditioned on Your purchase of a software license key that must be entered to enable the Product.
If You want to use the Product on more than one Computer, You must obtain a separate license for each Computer. If You want to provide access to the Product to be used on other Computers (via Terminal Server setup, Citrix XENDesktop, Desktop-as-a-Service or similar), You must obtain a separate license for each other Computer the Product is used on. However, You may share the screen of the licensed Computer with other Computers without additional licenses, if all Computers show the same screen, for example for concurrent remote collaboration or remote support.
For avoidance of doubt, if you plan to run the Product in multiple virtual computers or virtual servers a separate license is required for each instance of the virtual computer or server where the Product will be installed, and if you also plan to install the Product in the host operating system of the computer where the virtual machines are running, a license will also be required for the host operating system.
3. Software Activation
Software activation associates the use of the Product with a Computer. You may need to activate the Product through online or manual activation and Internet and/or telephone service charges may apply. Software activation is used to prevent unlicensed use of the Product, therefore You may not bypass or circumvent software activation. If you have not activated the Product using the license key within the time permitted for software activation, the Product may stop running. Changes to your computer components may require You to activate the Product again.
4. License Audits
w'inspire reserves the right, with reasonable notice, to audit or have audited Your use of the Product to verify compliance with the terms of this Agreement. Such audit shall be at w’inspire’s expense unless noncompliance by You is found by the auditor. In this case you shall reimburse we-inspire for the reasonable costs of the audit in addition to payment of all fees necessary to obtain valid licenses to bring You use of the Product back into compliance.
5. Your Undertakings
You commit not to
(a) Assign, sublicense, distribute, sell, lend, lease, give away or otherwise transfer Your rights under this Agreement to any third party;
(b) Modify, reverse engineer, decompile or disassemble or otherwise attempt to discover the source code or structure of any part of the Product, except to the extent that this restriction is prohibited by law;
(c) Remove any proprietary, copyright, trade secret or warning legends from any items in the Product;
(d) Copy any part of the Product, except as explicitly provided for in this Agreement; or
(e) Otherwise use the Product for any other purpose than specifically allowed under this Agreement.
6. Information on Product Usage (Telemetry)
Unless set otherwise in a separate agreement, You agree with the collection of telemetric information, i.e. information on the use of the Product. The Product collects information on selected actions that You and other users take in the Product, including the length of use. In no case does w’inspire collect any information from content processed by You or other users—neither graphical content nor metadata—with the exception of completely general file data (photo dimensions, formats, data size, etc.) The data thus obtained is sent by the Product to w’inspire solely anonymously; that is, it is not in any way connected with a specific user, and serves exclusively for statistical purposes and for guiding the development of w’inspire’s products and services. You may turn off the sending of such information at any time via Product settings.
7. Ownership and License Provisions
The Product and all rights including the title and intellectual property rights therein are owned by w’inspire and/or its licensors. Except as expressly set forth in this Agreement, no ownership right or license under any patents, copyrights, trademarks or other proprietary rights is granted or conveyed to You by Your acceptance of this Agreement.
You acknowledge that elements embedded in the Product may be owned by third parties and may be distributed by w’inspire under license. Copyright notices and additional license terms for such elements may accompany the Product in the Product documentation, a “Read Me” or “Release Note” text file, a leaflet or similar, as applicable. You commit to respect any such notices and accept any such license terms, in addition to Your commitment to follow the other provisions of this Agreement.
8. Limitation of Liability
W’INSPIRE’S TOTAL LIABILITY UNDER THIS AGREEMENT, SAVE FOR CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, SHALL FOR ANY EVENT AND AGGREGATED FOR ALL EVENTS BE LIMITED TO THE NET AMOUNT YOU HAVE PAID TO W’INSPIRE FOR YOUR LICENSE (OR LICENSE KEY) UNDER THIS AGREEMENT.
HOWEVER, NOTWITHSTANDING THE FOREGOING SECTION, IN NO EVENT SHALL W’INSPIRE BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LOSS OF OPPORTUNITY, BUSINESS, PROFIT, REVENUE, DATA OR OTHER INFORMATION, OR ANY USE OF ANY DATA, INFORMATION, DOCUMENTATION OR SERVICES, UNLESS THE DAMAGE SUFFERED IS DUE TO W’INSPIRE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
9. Term and Termination
This Agreement shall become effective on the Effective Date, and shall remain effective until expired or terminated in accordance with this section.
In the event that the use of the functions of the Product is limited to a certain time period (as follows from the information provided with the Product; whether implemented through a technical limitation such as a time depending license key or not), then this Agreement will expire automatically by the end of this time period.
This Agreement will terminate immediately and without notice upon Your breach of any of the provisions of this Agreement.
You may terminate this Agreement at any time for convenience by stopping to use the Product.
Upon expiration or termination of this Agreement, You shall immediately stop using the Product, and uninstall and destroy all copies of the Product You have made or otherwise have access to, specifically also including backup copies and documentation thereof.
The provisions of sections 5 (Your Undertakings), 7 (Ownership), 8 (Limitation of Liability), 12 (Miscellaneous), and 13 (Jurisdiction and Venue) shall survive the expiration or termination of this Agreement.
You agree that the Product will not be shipped, transferred or exported into any country or used in any manner prohibited by any export laws, restrictions or regulations.
11. Notice to U.S. Government End Users
The Product is a "Commercial Item", as that term is defined at 48 CFR 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 CFR 12.212 or 48 CFR 227.7202, as applicable. Consistent with 48 CFR 12.212 or 48 CFR 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
This Agreement embodies the entire understanding between the parties respecting the subject matter of this Agreement. This Agreement shall not be modified except by a writing duly signed by an authorized officer of w’inspire. The failure of either party to require performance by the other party of any provision of this Agreement shall in no way affect the full right to require such performance at any time thereafter. Should any provisions of this Agreement be found unenforceable by a court of competent jurisdiction, the remainder shall remain in effect to the furthest possible extent.
You agree that w’inspire’s licensors contributing to the Product may be intended third party beneficiaries under this Agreement, and have the right to enforce the provisions of this Agreement to the same extent as w’inspire has, however, limited to their respective contributions to the Product.
13. Jurisdiction and Venue
This Agreement and the validity thereof shall be governed by and construed in accordance with the substantive laws of Austria. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Vienna Chamber of Commerce. The seat of arbitration shall be Vienna, Austria. The language of arbitration shall be English, unless You and w’inspire agree otherwise.
Notwithstanding the aforementioned, any court of competent jurisdiction may (i) process and enforce requests for preliminary injunction, (ii) settle disputes on payments, and (iii) enforce the rulings of an arbitral proceeding irrespectively of any confidentiality provisions that otherwise might apply to such proceeding.
14. Other Rights and Responsibilities
You might have rights and responsibilities under applicable law or under separate agreement with w’inspire or the distributors and/or the resellers of the Product which are not described in this document. Nothing herein affects Your statutory rights, including the rights of consumers under national legislation governing the provisioning of consumer goods, that cannot be waived or limited by contract.
[End of Agreement]
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