INTEGRATE SOFTWARE LICENSE AGREEMENT


These license terms are an agreement between you and Integrate Systems Engineering Ltd ("integrate"). Please read them. They apply to the software that accompanies these license terms ("the Software"). They also apply to any integrate updates or supplements for the Software, unless other terms accompany those items. If so, those terms apply.

BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT, WITHOUT MODIFICATION. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE SOFTWARE. INSTEAD, RETURN IT PROMPTLY TO THE PARTY FROM WHOM YOU ACQUIRED IT.

If you acquired the software through a reseller, you understand and accept that the reseller is not integrate's agent and is not authorised to make any representation, conditions or warranties on integrate's behalf, or to vary any of the terms of this agreement.


grant of license

1. integrate grants you a non-exclusive license ("the License") to use the Software and associated documentation for your internal business purposes.

2. The License grant is subject to you:

  1. paying any applicable license fee in accordance with the terms of the associated invoice, and
  2. using the Software only in accordance with the restrictions imposed by the License Key provided to you by integrate for your sole use.

additional licensing requirements

3. EVALUATION SOFTWARE. The Software may be licensed on an evaluation basis. Your rights to use evaluation software are limited to the evaluation period. The evaluation version may contain a subset of the features and functions of the full version. At the expiry of the evaluation period, you may convert the evaluation version to a full version on payment of the applicable license fees. Otherwise, you are legally obliged to discontinue your use of the Software and to uninstall it.

4. SUBSCRIPTION SOFTWARE. If you licensed the Software on a subscription basis, your rights to use the Software are limited to the subscription period. You may have the option to extend your subscription or convert to a perpetual license. If you extend your subscription, you may continue using the Software until the end of your extended subscription period. After the expiry of your subscription, you are legally obliged to discontinue your use of the Software and to uninstall it.


restrictions

5. You may not:

  1. copy or distribute the Software or any portion of it, except that one copy of the Software may be made for backup purposes only;
  2. sell, sublicense, lease, rent, loan, assign, allow access to or transfer the Software to a third party without the prior written consent of integrate;
  3. cause or permit reverse engineering, disassembly, decompilation or alteration of the Software;
  4. remove any product identification, copyright notices, or other notices or proprietary restrictions from the Software;
  5. copy the documentation accompanying the Software.

term

6. This Agreement is effective until terminated by mutual agreement of both parties. You may terminate the Licence granted under this Agreement at any time by destroying the Software, together with all copies thereof. integrate shall have the right to terminate the Licence with immediate effect if you fail to comply with any term or condition of this Agreement, fail to pay associated fees, become bankrupt, insolvent or enter into liquidation. Upon such termination, you agree to destroy the Software, together with all copies thereof.


ownership

7. The Software and its source code are proprietary products of integrate and are protected by copyright and other intellectual property laws. The Software is licensed and not sold. You acquire only the right to use the Software and do not acquire any rights, express or implied, in the Software other than those specified in this Licence.


disclaimer of warranties

8. The Software is supplied "as is". integrate disclaims all warranties, expressed or implied, including, without limitation, the warranties of merchantability and of fitness for any purpose. You assume the entire risk of using the Software.


disclaimer of damages

9. integrate shall have no liability for indirect or consequential damages which may result from the use of, or inability to use, the Software, even if integrate has been advised of the possibility of such damages.

10. Except in the case of liability for fraudulent misrepresentation or personal injury or death caused directly by integrate’s negligence, any liability of integrate for any cause whatsoever in connection with this Agreement will be for direct costs and damages only and will be limited to the price paid to integrate (if any) for use of the Software in the 12 months preceding the date on which the event giving rise to a claim occurred.


general

11. This Agreement does not grant you rights to any updates or supplements to the Software, or any other support services.

12. integrate shall have no obligation to maintain, correct, support or update the Software.

13. integrate shall have reasonable access to the your records and computer systems for the purposes of auditing compliance with this Agreement.

14. Any clause of this Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Agreement shall not be affected by that deletion.

15. Failure or delay in enforcing any of the provisions of this Agreement shall not be construed as a waiver, or prejudice any rights of either party to this Agreement.

16. This Agreement contains the entire understanding between the parties of its subject matter and supersedes all prior agreements or understandings, whether written or oral. integrate rejects all additional or contradictory terms in your purchasing document or order.

17. This Agreement and all matters arising from it shall be governed by, and construed in accordance with, English law and any dispute hereunder shall be subject to the exclusive jurisdiction of the English courts.


January 2012