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Commercial License Agreement for Into Development Tool
Agreement ID 212
Important information about the software you are going to download,
install or use. Read this agreement carefully before installing or
using the software.
Intopii is willing to license the software to you only upon the
condition that you accept all the terms and conditions of this
agreement. Any use of the software without accepting the terms and
conditions is strictly prohibited and illegal.
By installing and using the software you indicate that you accept,
understand and agree to be bound by the terms and conditions of this
agreement. Moreover, you hereby confirm that you have legal rights to
enter into agreement with Intopii.
If you do not agree on all of the terms and conditions of this
agreement, you have to cancel installation, start-up, or download and
permanently remove Into from your computer or any other device or mass
storage.
This Commercial License Agreement for Into Development Tool
(“Agreement”) is a legal agreement between Intopii Oy (later “Intopii”
or as applicable “Party”), Business ID FI16007485, with its registered
office at Intopii Oy, P.O.Box 478, FIN-90101 OULU and You, either an
individual or a legal entity (later “Customer” or as applicable “Party”
and together with Intopii, the “Parties”).
This Agreement is applicable to the Into Development tool, a software
product of Intopii, (later “Into”) delivered to you, unless otherwise
agreed. Into is a proprietary product of Intopii and it is protected by
copyright laws and international treaties.
1 Definitions
Affiliate
of a Party shall mean an entity (i) which is directly or
indirectly controlling such Party; (ii) which is under the same
direct or indirect ownership or control as such Party; or (iii)
which is directly or indirectly owned or controlled by such
Party. For these purposes, an entity shall be treated as being
controlled by another if that other entity has fifty percent (50
%) or more of the votes in such entity, is able to direct its
affairs and/or to control the composition of its board of
directors or equivalent body.
Application(s)
shall mean software product(s) created using the Into.
Applications may include portions of the Into.
Designated User(s)
shall mean the employee(s) of Customer (incl. Employee(s) at
Customer’s Affiliates) acting within the scope of their
employment or Customer’s consultant(s) or contractor(s) acting
within the scope of their services for Customer and on behalf of
Customer; or and individual, if Customer is a person. Change of
Designated User requires a written permission from Intopii.
Documentation
shall mean all user manuals, technical reference manuals and
other written materials related to the use, operation, support,
maintenance or warranty of Into, that are generally made
available to users, published in internet or otherwise delivered
directly to Designated User(s) or to Customer.
License Certificate
shall mean the document accompanying the Into that specifies
designated Platforms and Designated Users. Any new License
Certificate sent or put available for download by Intopii will
invalidate the previous License Certificate.
Into
shall mean the computer software, "online" or electronic
documentation, associated media and printed materials, including
the source code, example programs and the Documentation
delivered by Intopii or an authorized reseller to Customer under
a commercial license agreement in conjunction with this
Agreement. Such a Intopii Product may include versions,
configurations, Updates and enhancements, and Documentation of
Intopii Product; as applicable with this Agreement.
Modified Software
shall mean modifications made to Into by Customer.
Platform(s)
shall mean the operating systems and/or hardware configurations
listed in the License Certificate.
Redistributables
shall mean the portions of Into set forth in Section 3.2 that
may be distributed with or as part of Applications in object
code form only.
Update(s)
shall mean a release or version of Into containing enhancements,
new features, bug fixes, error corrections and other changes
that are generally made available to users, published in
internet or otherwise delivered directly to Designated User(s)
or Customer.
Third Party and Third Parties
shall mean any individual or legal entity other than Customer or
Intopii.
Third Party Product
shall mean any computer software and associated documentation
(regardless its format) that is not owned by Intopii or by
Customer.
Intellectual Property Rights and/or IPR rights
means all patents and patent rights, utility models, copyright
rights, mask work rights, trademark rights, trade secret rights,
and all other intellectual property or proprietary rights
anywhere in the world, irrespective of whether they are
registrable or not including, without limitation, all
applications and registrations with respect to the foregoing.
Intopii Product(s)
shall mean the software products and services developed and
provided by Intopii, regardless their format. Intopii Products
include but are not limited to Intopii Development Tool(s).
2 Preconditions and Validity of the Agreement
Customer acknowledges that Customer’s electronic submissions
constitutes Customer’s agreement and intent to be bound by and to pay
for such agreements and transactions. Thus, by installing, copying
and/or otherwise using Into Customer understands and agrees to be bound
by the terms and conditions of this Agreement.
If Customer does not agree to all of the terms and conditions contained
herein, Customer may not install, copy, or otherwise use Into and shall
destroy or return Into and all copies thereof to Intopii or to the
dealer from whom Into has been obtained.
By installing, copying, or otherwise using any Updates or other
components of Into that Customer receives or downloads, Customer agrees
to be bound by any additional license terms that accompany such
Updates. If Customer does not agree to the additional license terms
that accompany such Updates, Customer may not install, copy, or
otherwise use such Updates.
If you are installing, copying, and/or using Into on behalf of legal
entity you hereby that you have legal rights to enter into agreements
with Intopii behalf of such legal entity.
3 Grant of License
The licenses granted in this Section 3 and its subsections by
Intopii to Customer are subject to Customer’s compliance with this
Agreement.
3.1 Using, Modifying and Copying
Intopii grants to Customer a non-exclusive, royalty-free,
non-transferable, perpetual license to use, modify and copy Into for
the Designated User(s) specified in the License Certificate for the
sole purposes of designing, developing, and testing Application(s).
Provided that Customer and Designated User(s) comply with all terms of
this Agreement they are allowed to:
* install copies of Into on an unlimited number of computers provided
that only the Designated User(s) use Into; and,
* modify Into as limited by section 3.4 below; and,
* compile Into and/or Modified Software source code into object code;
and,
* reproduce and distribute the object code form of Redistributables
for execution on the specified Platforms as limited by sections
3.2, 3.3 and 3.4 below; and,
* distribute, transfer, assign or otherwise dispose of Applications
in binary/compiled form, or in source code form;
Customer shall be liable for Designated User(s)compliance with the
terms of this Agreement. This grant of license will become valid only
after the license fee has been fully paid.
3.2 Redistribution
Copies of Into’s main and plug-in libraries (“later Redistributables”)
are permitted for distribution only with Applications and for the sole
purpose of executing Applications permitted under this Agreement. Under
no circumstances may any copies of Redistributables be distributed
separately. Customer shall distribute Redistributables only in object
code form.
This Agreement does not give Customer any rights to distribute any of
the parts of Into (neither as a whole nor as parts or snippets of code)
listed herein:
* Into’s source code and header files; and
* Into’s documentation;and
* Into’s demonstration programs;
3.3 Application Restrictions
Applications may not compete with Into. Therefore, Customer hereby
acknowledges that Application shall not:
* be a software development tool that directly or indirectly reveals
the programming interface of Into; and,
* pass on functionality which in any way makes it possible for others
to create software with Into. Customer may use Into’s scripting
functionality solely in order to enable scripting that augments the
functionality of the Application(s) without adding primary and
substantial functionality to the Application(s).
Customer shall not lease, lend or loan Into for time sharing or service
bureau purposes or otherwise distribute or put Into available to Third
Parties or otherwise grant access to any other parties than Designated
Users.
3.4 Conditions for creating Applications and distributing Redistributables
The licenses granted in this Agreement for Customer to create and
distribute Applications and the Redistributables (if any) is subject to
all of the following conditions:
* all copies of the Applications must bear a valid copyright notice
and Customer may not remove or alter any copyright, trademark or
other proprietary rights notice contained in any portion of Into;
and
* Customer shall use Intopii’s name logos, or trademarks only to
state that Application was developed using Into; and
* Redistributables, if any, shall be delivered to Customer’s customer
“as is”; and,
* Customer shall indemnify and hold Intopii, its Affiliates,
contractors, licensors, agents, its suppliers, officers,
principals, directors, and employees harmless from and against any
claims or liabilities arising out of the use, reproduction or
distribution of Applications; and,
* Applications must be developed using a licensed, fully-paid,
registered copy of Into; and,
* Applications must add primary and substantial functionality to Into
and they shall not violate the restrictions stated in section
3.3.
3.5 Replacing Designated User
Customer may designate another Designated User to replace a
then-current Designated User provided that i) the then-current
Designated User has not been designated as a replacement during the
last six (6) months; and ii) there is no more than the specified number
of Designated Users at any given time. The change of a Designated User
needs to be confirmed by Intopii with a new License Certificate before
becoming valid. A new License Certificate will invalidate the previous
License Certificate.
3.6 Combining Open Source Editions with Into is prohibited
Intopii Products that are available under open source license terms
(collectively referred to as “Open Product(s)”) are not licensed under
this Agreement. If Customer has, at any time, developed any portions of
the Application(s) using Open Products, Customer may not combine such
development work with Into. Customer shall license such Application(s)
(or any portions thereof) under the applicable terms of license
accompanying such an Open Product. The most commonly used license for
Open Products is the Free Software Foundation’s GNU Affero General
Public License version 3, whose terms are available at
http://www.gnu.org/licenses/agpl-3.0.html.
4 Ownership
4.1 No Transfer of Intellectual Property Rights of Intopii
Into is protected by copyright, trade secret, industrial and other
intellectual property laws and treaties. Into is licensed, not sold.
Subject to the rights granted to Into under this Agreement and/or
applicable mandatory legislation, all right, title and ownership in and
to Into, as well as Documentation, including without limitation any and
all intellectual property rights whether registrable or not, vest in
and are and shall remain the sole and exclusive property of Intopii and
its Licensors.
Intopii shall own all right, title and interest including the
Intellectual Property Rights in and to the information on bug fixes or
error corrections related to Into that are submitted by Customer to
Intopii as well as any Intellectual Property Rights to the correction
of any errors. To the extent any rights do not automatically vest in
Intopii, Customer assigns, and shall ensure that all of its Affiliates,
agents, subcontractors and employees assign, all such rights to
Intopii.
All Intopii’s and/or its Licensors’ trademarks, service marks, trade
names, logos or other words or symbols are and shall remain the
exclusive property of Intopii or its Licensors respectively. Intopii
shall have the right to use, sell, assign, transfer, license and
sub-license copies of and/or rights to Into to any party in case it so
desires and such actions shall remain at the sole and exclusive
discretion of Intopii.
Customer shall not without Intopii’s consent alter or remove any
details of ownership, copyrights, product identification, trademark or
other proprietary rights notices connected with Into.
Designated User shall not without Intopii’s consent alter or remove any
details of ownership, copyrights, product identification, trademark or
other proprietary rights notices connected with Into.
4.2 Third Party Products,Software and IPR
The delivery of Into or Updates may contain Third Party Products, which
require notices and/or additional terms and conditions. Third Party
Products do not comprise part of Into. Such Third Party Product notices
and/or additional terms and conditions are included in the product
documentation. By accepting this Agreement, Customer also accept the
additional terms and conditions, if any.
Customer acknowledges that some part of Third Party Product may require
additional licensing of copyright and patents from the owners of such,
and that distribution or use of any of Into, Updates or Application
referencing any portion of a Third Party Product may require
appropriate licensing from such Third Parties.
Customer is solely responsible for complying with all Third Party
licenses and that Customer uses Third Party Product at its sole costs
and risks.
The delivery of Into or Updates may contain access to Third Party
Software as a convenience for development and testing. Third Party
source code and libraries may be listed in the source tree delivered
with Into or documented in Into where the Third Party Software is used.
Into may also provide links to Third Party libraries or code to
implement various functions. ditional licensing of copyright and
patents from the owners of such, and that distribution or use of any of
Into, Updates or Application referencing any portion of a Third Party
Product may require appropriate licensing from such Third Parties.
Customer is solely responsible for complying with all Third Party
licenses and that Customer uses Third Party Product at its sole costs
and risks.
5 Support and Updates
Intopii shall not be responsible for developing, offering or delivering
any Support or Updates for Into. However, Intopii may offer Support and
Updates in accordance with Intopii’s then current polices and
procedures, if any. Such policies and procedures may change from time
to time.
Intopii may offer Community Services (like support forums) and free
bug-fixing Updates. Customer is allowed to receive and use Updates,
and/or free Support which are generally offered or published or
otherwise put available in public by Intopii. Intopii shall deliver
Into and its Updates (if any) on any media of its choice.
Customer may purchase additional Support and Updates according to
Intopii’s terms and conditions applicable at the time of the purchase.
Intopii retains rights to refuse making Into, Support or Updates
available to Customer. Any such support is subject to a separate
agreement between the Parties.
Whenever Intopii publishes, offers for delivery or download, or
delivers Updates or Support;
* Intopii retains rights to make any modifications to Into, and
* Intopii disclaims any responsibility for the use of Into or its
Updates or effects related to complying of advices given in
Support, and
* Intopii does not guarantee compatibility with earlier version of
Into, Updates, or with anything produced with Into, and
* Customer shall at her/his/its own expense and risk bring the
operating environment in conformity with the Documentation and
instructions given by Intopii, and
* Customer is solely responsible of any effects, expenses and costs
related to installing and using Updates of Into, and
* Customer is solely responsible of any effects, expenses and costs
related to following the advices and/or recommendations given in
Support, and
* Customer is solely responsible for verifying and complying to
changed terms and conditions of use Into and any Third Party
Product IPR and license rights, and
* Intopii shall have the right to use the know-how and the general
competence and feedback information learned during this Agreement.
Such use is however subject to the Confidentiality terms (6) of
this Agreement.
6 Confidentiality
Customer acknowledges that during this Agreement Customer may have
access to information about Intopii’s business, business methods,
business plans, customers, business relations, technology, computer
programs, source code, files, specifications, documents, analyses,
reports, documentation, plans, data bases, passwords and other
information, that is confidential and of great value to Intopii, and
the value of which would be significantly reduced if disclosed to Third
Parties (“Confidential Information”). Accordingly, when Customer
receives Confidential Information from Intopii, Customer shall
* maintain the Confidential Information in strict confidence, and
* not disclose the Confidential Information to a Third Party without
the Intopii’s prior written approval, and
* not, directly or indirectly, use the Confidential Information for
any purpose other than for exercising its rights and fulfilling its
responsibilities pursuant to this Agreement, and
* obligate its employees, directors, agents, and Affiliates to comply
with the terms of this section.
Customer shall take reasonable measures to protect the Confidential
Information of Intopii, which measures shall not be less than the
measures taken by Customer to protect its own confidential and
proprietary information.
“Confidential Information” shall not include information that
* is or becomes generally known to the public through no act or
omission of Customer, or
* was in Customer’s lawful possession prior to the disclosure
hereunder and was not subject to limitations on disclosure or use,
or
* is developed by Customer without access to the Confidential
Information of Intopii or by persons who have not had access to the
Confidential Information of Intopii as proven by the written
records of the Customer, or
* is lawfully disclosed to Customer without restrictions by a Third
Party not under an obligation of confidentiality, or
* Customer is legally compelled to disclose the information, in which
case Customer shall assert the privileged and confidential nature
of the information and cooperate fully with Intopii to protect
against and prevent disclosure of any Confidential Information and
to limit the scope of disclosure and the dissemination of disclosed
Confidential Information by all legally available means.
Intopii shall have the right to use the know-how and the general
competence and feedback information learned during this Agreement,
however, such use is always subject to the Confidentiality terms of
this Agreement
The obligations of the Agreement under this Section shall continue for
a period of five (5) years after expiration or termination of this
Agreement or for five (5) years after the receiving of the Confidential
Information, whichever is later.
Intopii and Customer may separately agree on additional Non-Disclosure
Agreement during the Support if Customer is submitting its Confidential
Information to Intopii.
If the terms of a separate Non-Disclosure Agreement between Intopii and
Customer conflict with the terms of this Agreement, this Agreement
shall be controlling over the terms of the Non-Disclosure Agreement.
7 Verification
Intopii or any Third Party acting on behalf of Intopii may, upon its
reasonable request, audit Customer with respect to the use of Into.
Such audit may be conducted by mail, electronic means, during support
processes or through an in-person visit to Customer’s place of
business. If not otherwise agreed such an in-person audit shall be
conducted during regular business hours at Customer’s facilities.
Customer shall provide reasonable assistance to Intopii or a certified
auditor at its own expense within reasonable time schedule. If an audit
reveals that the use of Into by Customer conflicts with the terms of
this Agreement, Customer shall pay Intopii’s reasonable costs of
conducting the audit. In the case of a material violation, Customer
agrees to pay Intopii all costs attributable to the unauthorized use.
Otherwise, Intopii reserves the right, at Intopii’s sole option, to
terminate the licenses for Into.
8 Limited Warranty and Warranty Disclamer
Intopii hereby represents and warrants with respect to Into that it has
the power and authority to grant the rights and licenses granted to
Customer under this Agreement.
Into is provided “as is” and without warranty of any kind. The entire
risk as to the use, results and performance of Into is assumed by
Customer.
To the maximum extent permitted by applicable law, Intopii on behalf of
itself and its suppliers, disclaims any expressed or implied warranties
and conditions, including, but not limited to implied warranties of
merchantability, fitness for a particular purpose, title and
non-infringement or any warranty arising of any proposal, specification
or sample with regard to Into. Intopii neither warrants nor represents
that Into will meet Customer’s expectations.
9 Limitation of Liability
Customer is responsible for examining whether Into is encumbered by or
infringes upon a right held by a Third Party. Intopii has not
undertaken any such investigations and has no knowledge of nor does
accept any liability for any such encumbrances or infringements.
Customer undertakes not to pursue any claims whatsoever against Intopii
or its Affiliates relating to or emanating from Into.
If, Intopii’s warranty disclaimer notwithstanding, Intopii is held
liable to Customer, whether in contract, tort or any other legal
theory, based on Into, Intopii’s entire liability to Customer and
Customer’s exclusive remedy shall be, at Intopii’s option, either (i)
return of the price Customer paid for Into, provided Customer stops
using of any copies of Into as originally delivered to Customer and
removes such a copies from any applicable mass storage, or (ii) repair
or replacement of Into.
In no event shall Intopii be liable to Customer for any direct,
indirect, incidental, special, punitive, exemplary, or consequential
damages (including, but not limited to, procurement of substitute goods
or services; loss of use, data or profits; or business interruption)
however caused and on any theory of liability, whether in contract,
strict liability, or tort (including negligence or otherwise) arising
in any way out of the use of this Into, even if advised of the
possibility of such damage or failure resulted from accident, abuse or
misapplication. Any award of damages from Intopii to Customer shall not
exceed the total amount of one (1) euro.
Customer shall imdemnify and hold Intopii and its Affiliates,
contractors, agents, licensors, directors, officier, principals and
employees harmless form any claims whatsoever from any Third Party
against Intopii or its Affiliates relating or emanating from Customer’s
use of Into under this Agreement. The foregoing indemnification
includes but is not limited to any and all damages, costs and expenses
(including reasonable attoreny’s fees).
10 Termination
Customer’s rights under this Agreement shall terminate automatically
without notice from Intopii if Customer fails to comply with any
term(s) of this Agreement. Intopii has the right to terminate the
Agreement at any time with immediate effect with a written notice if
Customer or Designated User breaches the terms of this Agreement.
Customer can terminate this Agreement by destroying, permanently
erasing and stopping use of the Into.
10.1 Termination with Cause
Nothwithstanding the other terms of this Agreement each Party has a
right to terminate this Agreement with immediate effect with a written
notice in the event that the other Party: (i) commits a material breach
of its obligations contained herein and fails to remedy such material
breach with forty-five (45) days of written notice of the other Party,
or (ii) becomes insolvent, files for any form of bankruptcy, enters
into a deed of arrangement or makes any assignment for the benefit of
creditors, or (iii) has a receiver, administrative receiver or officer
appointed over the whole or a substantial part of its assets, ceases to
conduct business, or suffers the appointment of an administrator or
ceases to conduct business, or iv) an act equivalent to any of the
above occurs under the laws of the jurisdiction of the other Party.
10.2 Termination in Force Majeure situation
Nothwithstanding the other terms of this Agreement if any event of
Force Majeure (defined in 11.6) results in a delay or
non-performance of a Party for a period of three (3) months or longer,
then either Party shall have the right to terminate this Agreement with
immediate effect without any liability (except for the obligations of
payment arising prior to the event of such Force Majeure) towards the
other Party.
10.3 Consequences of Termination
Upon termination of this Agreement, Customer shall at its own costs
immediately cease using and developing any copies of Into and relating
material, and immediately cease creating and distributing itself any
software or service which contains Into or any part thereof and erase
or destroy all a copies of Into from applicable mass storage. Customer
or an officer of Customer must promptly (latest within 30 days) deliver
to Intopii a written confirmation that this has occurred.
Customer shall pay all fees due and payable to Intopii at the time of
termination (if any).
11 General Provisions
11.1 Delivery
Intopii shall deliver Into and its Updates (if any) on such media as it
wants. Customer shall at Customer own expense acquire and prepare the
operating environment in conformity of the Documentation and
instructions given by Intopii. Intopii shall not be any kind
responsible for the installation of Into.
11.2 Marketing and Reference rights
If a Party so desires, the Party may publish in its public
communication and marketing material (in any format) the existence of
this Agreement between Customer and Intopii. The Party may include the
following information (but not limited to) in such a published
material, (i) Party’s name and/or Party’s company name, and/or Party’s
product name, (ii) Party’s logo and/or Logo of Party’s product or
service, and (iii) links to Party’s web page.
Customer shall use the material put available for such a purposes by
Intopii and use them according to Intopii’s advice and instructions.
The Parties may also separately agree on publishing more detailed
information.
11.3 Intopii’s rights to use subcontractors
Intopii shall have a right to use subcontractors, contractors and
licensors for fulfilling its obligations set forth in this Agreement.
11.4 No Assignment
Except as a part of total or partial tranfer of business Customer shall
not be entitled to assign or transfer all or any of its rights,
benefits and obligations under this Agreement without the prior written
consent of Intopii.
Intopii has rights to assign and transfer this Agreement to the Third
Party without prior noticement to Customer.
11.5 No Implied License
There are no implied licenses or other implied rights granted under
this Agreement, and all rights, save for those expressly granted
hereunder, shall remain with Intopii and its Licensors. In addition, no
licenses or immunities are granted to the combination of Into and
Modified Software, as applicable, with any other software or hardware
not delivered by Intopii under this Agreement.
11.6 Force Majeure
Neither party shall be liable to the other for any delay or
non-performance of its obligations hereunder other than the obligation
of paying the license fees for Intopii in the event and to the extent
that such delay or non-performance is due to an event of Force Majeure.
For purposes thereof, events of “Force Majeure” shall mean the events
beyond the control of the Party and whose effects are not capable of
being overcome without unreasonable expense and/or loss of time to the
Party concerned. Events of Force Majeure shall include (without being
limited to) war, acts of government, export regulations, acts of
terrorism, natural disasters, fire and explosions that prevents either
party for fulfilling its obligations under this Agreement.
11.7 Payments and Taxes
All payments made to Intopii shall be in Euros or US Dollars depending
Intopii’s notice without any rights of choice by Customer. In case of
missig notice the payments shall be paid in Euros.
With exception of advanced payments, all payments under this Agreement
are due within thirty (30) net of the date Intopii mails its invoice to
Customer if not otherwise agreed in written.
All amounts payable are gross amounts but exclusive of any value added
tax, use tax, sales tax or similar tax. Customer shall be entitled to
withhold from payments any applicable withholding taxes and comply with
all applicable tax and employment legislation. Each Party shall pay all
taxes (including, but not limited to, taxes based upon its income) or
levies imposed on it under applicable laws, regulations and tax
treaties as a result of this Agreement and any payments made hereunder
(including those required to be withheld or deducted from payments).
Each Party shall furnish evidence of such paid taxes as is sufficient
to enable the other Party to obtain any credits available to it,
including original withholding tax certificates.
11.8 Export Control
Customer acknowledges that Into may be subject to export control
restrictions of various countries. Customer agrees to fully comply with
all applicable export license restrictions and requirements as well as
with all laws and regulations relating to the importation of Into
and/or Modified Software and/or Applications and shall procure all
necessary governmental authorizations, including without limitation,
all necessary licenses, approvals, permissions or consents, where
necessary for the re-exportation of Into, Modified Software or
Applications.
11.9 US Government End Users
A “U.S. Government End User” shall mean any agency or entity of the
government of the United States. The following shall apply if Customer
is a U.S. Government End User. Into is a “commercial item”, as that
term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of
“commercial computer software” and “commercial computer software
documentation”, as such terms are used in 48 C.F.R. 12.212 (Sept.
1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
through 227.7202-4 (June 1995), all U.S. Government End Users acquire
Into with only those rights set forth herein. Into (including related
documentation) is provided to U.S. Government End Users: i) only as a
commercial end item; and ii) only pursuant to this Agreement.
11.10 Entire Agreement
This Agreement constitutes the complete agreement between the Parties
and supersedes all prior or contemporaneous discussions, marketing
material representations, and proposals, written or oral, with respect
to the subject matters discussed herein, with the exception of a
separate non-disclosure agreement executed by the parties in connection
with this Agreement (“Non-Disclosure Agreement”), if any, shall be
subject to the confidentiality terms set forth in Section 6.
Remedies and Waivers;
A failure to exercise, or any delay in exercising, on the part
of either Party, any right or remedy hereunder shall neither
operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other
exercise thereof or the exercise of any other right or remedy.
If any remedy provided is determined to have failed for its
essential purpose, all limitations of liability and exclusions
of damages set forth in this Agreement shall remain in effect.
Partial Invalidity;
If, at any time, any provision of this Agreement, including its
Appendices (if any), is deemed by a court of competent
jurisdiction to be illegal, invalid or unenforceable in any
respect, the legality, validity or enforceability of the
remaining provisions shall in no way be affected or impaired
thereby. The invalid provision shall be replaced by a valid one
which achieves to the extent possible the original purpose and
commercial goal of the invalid provision.
Injuctive Relief;
A breach by one Party of any of the promises or agreements
contained in this Agreement may result in irreparable and
continuing damage to the other Party for which there may be no
adequate remedy at law, and the other Party is therefore
entitled to seek injunctive relief, as well as such other and
further relief as may be appropriate.
Headings;
Headings are used for the purposes of references only and shall
not affect the interpretation of this Agreement.
11.11 Applicable Law and Jurisdiction
This Agreement shall be governed,construed and interpreted in
accordance with the laws of Finland, excluding its choice of law
provisions.
Any and all disputes, controversy, claim, differences or questions
between the Parties with respect to any matter arising out of or
relating to this Agreement shall be finally settled in the district
court of Helsinki, Finland. The language to be used in the proceedings
shall be Finnish. Each communication and document made or delivered by
one party to the other party pursuant to this Agreement shall be in the
Finnish or English language or accompanied by a translation thereof.
Any notice given by one party to the other shall be deemed properly
given and deemed received if specifically acknowledged by the receiving
party in writing or when successfully delivered to the recipient by
hand, or special courier during normal business hours on a business day
to the addresses specified at the beginning of this Agreement or such
other address as may be notified in writing from time to time by either
Party.
In case you need help in interpreting the terms of this Agreement you
are invited to send your requests via e-mail to license@intopii.com.
Please note that the aforementioned post address is the formal way of
communication.
11.12 Surviving Sections
Any terms and conditions that by their nature or otherwise reasonably
should survive a cancellation or termination of this Agreement shall
also be deemed to survive. Such terms and conditions include, but are
not limited to Sections
1, 4, 4.2, 6, 7, 8, 9, 10.3, 11.2,
11.5, 11.7, 11.8, 11.10, 11.11 and 11.12 of
this Agreement.