License agreement

THIS LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU (AS AN INDIVIDUAL OR ENTITY, “YOU” THE “CUSTOMER”) AND FLEXIFY INC. (“FLEXIFY”), FOR PRODUCTS AND SERVICES, WHICH MAY INCLUDE COMPUTER SOFTWARE AND ASSOCIATED DOCUMENTATION (“SOFTWARE”). BY INSTALLING OR OTHERWISE USING THE SOFTWARE OR RECEIVING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS LICENSE AGREEMENT, DO NOT USE THE SOFTWARE OR SERVICES.

The License Agreement will come into force on the date of delivery of the software to You. It remains in force for a period of twelve (12) months. Its duration can be extended by mean of a signed agreement between the parties for additional periods of twelve (12) months.

1. License Grant. This License Agreement grants You a non-exclusive, non-transferable license to use the Software, in object code for your internal business purposes under the terms and conditions stated herein. The Software is to be installed, used, and deployed in accordance with the specific license(s) You purchased or obtained, a description of the license can be found in Licensing Policy.

2. Permissible Use. You may use the Software as unlimited licenses or for the for the number of licenses or capacity that You have purchased or obtained. You are permitted to make copies of the Software and Documentation for your own use in accordance to License Agreement and Licensing Policy. Any copies or partial copies of Software and Documentation that You make must incorporate all patent, copyright and trademark notices.

3. Prohibited Use. You may not (a) offer Software as a service to a third party, sell, sublicense, rent or lease the Software to another party without obtaining the specific license from FLEXIFY to do so, (b) decompile, disassemble, reverse engineer or modify in any manner, any of the Software (except to the extent such prohibition is expressly prohibited by law), (c) use the Software in violation of any applicable laws or regulations, or (d) make the Software available on any type of public website or forum.
   You agree that You may not disclose, transfer or otherwise make available the results of any performance or functionality tests of the Software, to any third party without the prior written consent from FLEXIFY.

4. Free Licenses and Community Licenses. Free and Community License products can be used in your own production environment in accordance with the terms and conditions of this Agreement. You may not use the Free and Community Licenses to provide services to third parties or to process third party data. These versions can be used without additional purchase and can be upgraded to paying versions of the products to unlock additional functionality and features. There is no obligation to support, maintain or provide any assistance regarding any of these licenses. In no event will FLEXIFY be liable for any damages for any claim or cause for any direct, actual, indirect damages, loss of data, consequential, incidental or special indirect damages, even if FLEXIFY has been advised of the possibility of such damages.

5. Evaluation and “Not for Resale” Licenses. Software may be provided to You for beta, demonstration, test or evaluation purposes, or is labeled as “Not for Resale” (“NFR”). The license granted under an Evaluation, Beta or NFR license shall be for a term of thirty (30) days (the “Evaluation Period”) unless otherwise provided by FLEXIFY, limited specifically for evaluation or demonstration purposes only. You agree not to use the Software under an Evaluation License in a production environment or for production data processing purposes and your use of a Beta or Evaluation License Software is at your sole risk. There is no obligation to support, maintain or provide any assistance regarding any of these licenses. In no event will FLEXIFY be liable for any damages for any claim or cause for any direct, actual, indirect damages, loss of data, consequential, incidental or special indirect damages, even if FLEXIFY has been advised of the possibility of such damages.

6. Delivery of Software. Promptly after the execution of this License Agreement, FLEXIFY will deliver Documentation and an object code copy of the Software to You.

7. Software updates. On a regular basis, FLEXIFY releases updates or upgrades to the Software. FLEXIFY will notify You when such updates or upgrades become generally available. You will be responsible for installing such updates or upgrade within six (6) months of the release of update or upgrade. You may allow to have updates or upgrades installed by FLEXIFY and You and FLEXIFY will agree on the conditions for remote access to the Software solely for the purpose of installing updates and updates, and/or of providing remote Support.

8. Maintenance and Support (Support). Support, if it is included in the Software purchased or obtained, is provided in accordance with Licensing Policy. It will commence upon the date your order is processed and expire at the date defined by the Licensing Policy. Software updates cannot be applied to the Software with an expired Maintenance.

9. Professional Services. FLEXIFY shall provide, under the provisions of this License Agreement, the services which are mutually agreed upon and described in the ordering document (the Professional Services). If there is a conflict between this License Agreement and the ordering document, the terms of the ordering document shall govern the provision of the Professional Services.

10. Technical Information Collection. You agree that FLEXIFY may, for business purposes and improving the Software, collect, process and use technical information that is gathered as part of any product maintenance and support services provided to You, and any other technical information You provide to FLEXIFY, provided that such information does not identify You, a specific individual, or contain any personally identifiable information. By providing technical data and information to FLEXIFY, You consent to FLEXIFY storage and processing of such technical information for purposes of providing Software and Maintenance.

11. Feedback. Any Feedback is given voluntarily, and You grant FLEXIFY, without charge, a non-exclusive license under FLEXIFY owned or controlled non-patent intellectual property rights to make, use, modify, distribute, and commercialize the Feedback as part of any of FLEXIFY products and services, in whole or in part and without regard to whether such Feedback is marked or otherwise designated by FLEXIFY as confidential.

12. Personal Information and Security. In the event You provide personal information to FLEXIFY as part of your purchase or use of the Software, or for obtaining Maintenance, your personal information will be used, stored and processed in accordance with the Privacy Policy.

13. Intellectual Property Rights. All right, title and interest to the intellectual property rights in and to the Software, and any copies that You are permitted to make, are owned by FLEXIFY and / or its licensors and is protected by patents, copyright, trade secret and other laws and international treaties, and certain trademarks and logos used in Software are protected by trademarks. Such licensors, in addition to any other rights or remedies available to them, are third party beneficiaries of this License Agreement for their respective software. This Software is LICENSED, NOT SOLD. The purchase of the Software license (perpetual or subscription), is non-returnable and non-refundable.

14. Capacity Limitations in Software. For certain Software, your use of the Software may be limited by the capacity purchased. In the event You exceed the purchased capacity, You agree not to use Software to process additional workloads beyond the maximum capacity until You purchase additional capacity.

15. Audit. For licenses other than Enterprise Edition, You must keep records relating to the Software You and your Affiliates use or distribute. FLEXIFY may verify your and your Affiliates’ compliance with this License Agreement at any time upon 30 days’ notice. To do so, FLEXIFY may engage an independent auditor (under nondisclosure obligations, such auditor not being your competitor) or ask You to complete a self-audit process. You must promptly provide any reasonable information and documents that FLEXIFY or the auditor reasonably requests related to the verification and access to systems running the Software. If verification or self-audit reveals any unlicensed use, You must, within thirty (30) days, order sufficient licenses to cover the period of its unlicensed use. Without limiting other remedies, if unlicensed use is 10% (ten per cent) or more of your total use of all Software, You must reimburse FLEXIFY for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use.

16. Limited Warranty. FLEXIFY warrants that it has the right and authority to grant the License under this License Agreement. FLEXIFY warrants that the Software, in its unmodified form as initially delivered or made available to You, will perform substantially in accordance with the Documentation for a warranty period of ninety (90) days from the date the Software is delivered to You. This warranty does not apply to Licenses under sections 4 and 5. In the event the Software fails in a material respect to operate in accordance with the Documentation during the warranty period and FLEXIFY is unable to correct the defect, FLEXIFY sole and exclusive liability and your sole and exclusive remedy shall be a refund of the License fee, if any, paid by You for the Software. In the event a reported problem with the Software is your fault, You agree to reimburse FLEXIFY for its correction efforts in accordance with its then standard rates.
    The foregoing limited warranty will not apply if failure of the Software is the result of damage or misuse caused by You.
    EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED 'AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY THAT THE SOFTWARE IS FREE OF DEFECTS, MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FLEXIFY OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY FLEXIFY DISTRIBUTOR OR RESELLER, SHALL CREATE ANY WARRANTY IN ADDITION TO, OR IN ANY WAY INCREASE THE SCOPE OF, THE LIMITED WARRANTY. In no event will FLEXIFY, its affiliates, resellers, or distributors or suppliers be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for lost profits, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof.

17. Limitation of Liability. FLEXIFY reserves the right to defend or, at its option, settle any action against You based upon a claim that your use of the Software infringes any patent, copyright or other intellectual property right of a third party, and will indemnify You against any amounts awarded against You as a result of the claim, provided FLEXIFY is promptly notified of the assertion of the claim and has control of its defense or settlement.

18. Updates. This License Agreement and the Licensing Policy can be updated from time to time, at sole discretion of FLEXIFY and will be made available at the official FLEXIFY web site.

19. Termination for convenience. Both You and FLEXIFY have the right to terminate the License Agreement for convenience at any time by giving thirty (30) days prior written notice to the other party.

20. Jurisdiction and amicable. This License Agreement is governed by the Florida law. FLEXIFY and You will seek, insofar as is possible, an amicable settlement to any dispute that may arise between us in relation to the License Agreement. In the event that no amicable solution can be found within sixty (60) days as from such dispute, the exclusive place of jurisdiction is FLEXIFY's place of business.

21. General. This Agreement sets forth FLEXIFY’s entire obligation and your exclusive rights with respect to the Software and, except to the extent otherwise specifically provided in a purchase order or other written communication or advertising signed or jointly issued by both parties with respect to the Software, supersedes any conflicting terms of any purchase order and any other communication or advertising with respect to the Software. No failure of either party to exercise or enforce any of its rights under this License Agreement will act as a waiver of those rights. If any provision of this License Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this License Agreement will not be affected. This Agreement and the underlying licenses may not be assigned without completely removing the software installation from the assignor, notifying and providing FLEXIFY with the assignee contact information, and is subject to the assignee agreeing to and complying with the terms and conditions of this License Agreement and the Licensing Policy.