indyRIOT END USER LICENCE AGREEMENT

This End User licence Agreement (the "Agreement") is entered into by and between indyRIOT AS, with its principal place of business at 16 Akersgata, Oslo, Norway and the entity or person entering into this Agreement ("Customer").

THIS AGREEMENT GOVERNS CUSTOMER'S USE OF THE COMPANY'S SOFTWARE AS A SERVICE OFFERING (THE "SERVICE"). BY ACCEPTING THIS AGREEMENT OR USING THE SERVICE, CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, THE COMPANY IS UNWILLING TO LICENCE THE SERVICE TO CUSTOMER.

1. Definitions
a. "Service" means the Company's hosted software application that is made available to Customer via the Internet under this Agreement.
b. "Documentation" means the user manuals, help files, and other documentation related to the Service that the Company makes available to Customer.
c. "Trial Period" means the period of time during which Customer may use the Service for free, as set forth in the Order Form.

2. Grant of licence
a. During the Trial Period, the Company grants to Customer a non-exclusive, non-transferable, limited licence to access and use the Service and Documentation solely for the purpose of evaluating the Service for potential purchase.
b. Customer shall not: (i) modify the Service or merge the Service into another program; (ii) reverse engineer, disassemble, or decompile the Service; (iii) create derivative works based on the Service; (iv) rent, lease, loan, or sublicense the Service;.

3. Ownership
a. The Service and all intellectual property rights in the Service are and shall remain the exclusive property of the Company. Customer acknowledges that it obtains only a limited licence to use the Service under the terms of this Agreement and does not acquire any ownership interest in the Service.

4. Confidentiality
a. Customer shall maintain the confidentiality of the Service using at least the same degree of care that it uses to protect its own confidential information of like importance, but in no event less than reasonable care.

5. Trial Period
a. The Trial Period shall commence on the date that the Company makes the Service available to Customer. The Trial Period shall automatically terminate at the end of the specified trial period set forth either directly in the service, or in the Order Form or upon written notice via email from the Company.

6. Termination
a. Either party may terminate this Agreement upon written notice to the other party. Upon termination, Customer shall immediately cease all use of the Service and return or destroy all copies of the Documentation in its possession.

7. Disclaimer of Warranties
a. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

8. Limitation of Liability
a. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OF BUSINESS, ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY'S LIABILITY HEREUNDER EXCEED THE AMOUNT PAID BY CUSTOMER TO THE COMPANY FOR THE SERVICE.

9. Indemnification
a. Customer shall indemnify, defend and hold harmless the Company, its affiliates, and their respective officers, directors, employees, agents, and assigns from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or relating to (i) Customer's use of the Service; (ii) Customer's breach of this Agreement; or (iii) any claim that the Service or Customer's use of the Service infringes any patent, copyright, trademark, or trade secret or other proprietary right of a third party.

10. Governing Law
a. This Agreement shall be governed by and construed in accordance with the laws of Norway, without reference to its conflicts of laws provisions.

11. Dispute Resolution
a. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the arbitration processes available in Oslo, Norway.

12. General
a. This Agreement constitutes the entire understanding between the parties and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be amended except in writing signed by both parties.
b. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns.
c. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.
d. Customer shall not assign this Agreement or transfer any rights to use the Service without the prior written consent of the Company.
e. This Agreement shall be enforceable against the parties hereto and their respective successors and assigns.
f. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

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