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This agreement defines the licensing terms for the software product which you have purchased or downloaded (the "Licensed Software", "Software"). The parties involved in this License Agreement are Inventivio GmbH ("Inventivio", "Licensor") and the Licensee ("you"). The Licensed Software is delivered with an electronic manual which describes the programming features and their usage (the "Documentation"). A copy of this license is available at: http://www.speak-a-message.com/licenses.
Your rights from this license depend upon the license type which applies to your edition of the Licensed Software:
To qualify for a Free Home License, you must use the software for personal, non-commercial purposes (i.e. hobby, recreational or educational purposes) and you may not be a Commercial Entity as defined below.
If you are a Commercial Entity as defined below or use the software for commercial purposes, including - but not limited to - at the workplace, then you need to obtain a Business License.
A Commercial Entity is any registered legal entity, company, organization or institution of any type - whether for-profit or not-for-profit.
The applicable license fee depends on the number of employees or other criteria and is advertised in the fee schedule on the Speak-A-Message web site.
If you have received the Licensed Software directly from the Licensor or its website with the express purpose of pre-release testing and providing feedback to Inventivio GmbH, then the terms and conditions for a Test License as set forth in this document apply.
Provided you comply with all terms and conditions of this License Agreement, Inventivio grants you a limited, non-exclusive, transferable license to use the Software in accordance with the license type licensed by you.
If you are licensing the Software under the Free Home License, then you may
If you are licensing the Software under the Business License, then you may
If you are licensing the Software under the Test License, then you may
You agree to provide Inventivio with feedback regarding results of testing, including any non-conformance of the Licensed Software found during the term of this License Agreement.
Upon expiration of the test period, you must erase the Licensed Software from all computers it was installed on and destroy all copies.
Under no circumstances should Test Software be used for commercial purposes.
The Software contains proprietary, confidential and trade secret information owned or licensed by Inventivio, and you agree to take reasonable steps at all times to protect and maintain the confidentiality of such information.
Absent a written grant of rights greater than that contained above, all other rights or sub-divisions of rights generally included in copyright are excluded from this license.
This license does not grant you any right to bug fixes, enhancements, updates or new versions, but if such are made available to and are obtained by you, then they shall become part of the Licensed Software and governed by the terms of this License.
Inventivio GmbH reserves all rights not expressly granted to you in this License.
The Licensed Software and Documentation are delivered in digital format only. You agree to retrieve the Licensed Software and Documentation, as well as any relevant maintenance updates from Speak-a-Message's web site at http://www.speak-a-message.com Neither digital storage media nor printed documentation will be delivered to you by Inventivio GmbH.
For the Free Home License this License shall be perpetual unless you fail to observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. Upon termination or expiration of this Agreement, (a) you will cease any and all use of the Software and Services; (b) destroy all originals and copies of the Software in your possession or under your control, (c) you will remove the Software from all hard drives, networks, and other storage media and (d) you shall not access such media for the purpose of recovering any of the Licensed Software from any copies that may exist with respect to media containing regular backups of your computer or computer system. The terms of Paragraphs 6.1, 9.4 and 11 shall survive termination of this Agreement.
For the Business License this License shall expire after one year (365 days). The Business License may be renewed by paying a renewal fee as specified in the fee schedule which is current at the time of renewal. In failure of renewing the licensing agreement and if you fail to observe any of its terms, this license agreement will terminate immediately, and without additional prior notice. Upon termination or expiration of this Agreement, (a) you will cease any and all use of the Software and Services; (b) destroy all originals and copies of the Software in your possession or under your control, (c) you will remove the Software from all hard drives, networks, and other storage media and (d) you shall not access such media for the purpose of recovering any of the Licensed Software from any copies that may exist with respect to media containing regular backups of your computer or computer system. The terms of Paragraphs 6.1, 9.4 and 11 shall survive termination of this Agreement.
The Test License expires after 30 Calendar days as specified in Section 3.3. above and if you fail to observe any of its terms, in which case this License Agreement will terminate immediately,and without additional prior notice. Upon termination or expiration of this License Agreement, (a) you will cease any and all use of the Software and Services; (b) destroy all originals and copies of the Software in your possession or under your control, (c) you will remove the Software from all hard drives, networks, and other storage media and (d) you shall not access such media for the purpose of recovering any of the Licensed Software from any copies that may exist with respect to media containing regular backups of your computer or computer system. The terms of Paragraphs 6.1, 9.4 and 11 shall survive termination of this Agreement.
You acknowledge that the Licensed Software is copyrighted intellectual property of Inventivio GmbH, and that Inventivio GmbH retains exclusive ownership of the Licensed Software and Documentation, subject however to all terms and conditions of this agreement.
It is expressly agreed that this License does not include ownership of the Licensed Software's source code, but only the right-to-use as defined by this Agreement.
You further acknowledges that the Licensed Software, including the code, logic and structure of the Licensed Software, contain valuable trade secrets belonging to Inventivio GmbH. You agree to secure and protect the Licensed Software consistent with the maintenance of Inventivio GmbH's rights in the Licensed Software, as set forth in this License.
The Licensed Software is not intended or licensed for use in any hazardous or high risk activity.
Inventivio provides separate support packages which can be purchased at the Speak-A-Message website.
This agreement does not entitle you to any support if you are licensing the Software under the Free Home License or the Test License.
If you are licensing the Software under the Business License, then Inventivio will provide you with 30 days of installation support. Support is only available via email at support{__@_REMOVE_THIS_PART_@__}speak-a-message.com.
You agree that, unless you explicitly indicate otherwise, Inventivio may use any suggestions, comments or other feedback, whether oral or written, provided to Inventivio by you with respect to the Licensed Software.
For the Free Home Licensed Software and the Test Licensed Software, the following terms apply:
The Software and Documentation are provided as is without warranty of any kind.
For the Business License the following terms apply:
Inventivio GmbH warrants that the Software substantially conforms to its specifications in the Documentation. This warranty does not cover the use of the Licensed Software in ways which are not covered in the Documentation (e.g. by calling undocumented functions, or by not obeying documented restrictions).
Inventivio GmbH warrants that it is owner of the Licensed Software with authority to license the Licensed Software to you, and that the Licensed Software does not infringe third party intellectual property rights. Inventivio GmbH agrees to indemnify, defend and hold harmless licensee from any claims either that Inventivio GmbH does not own the Licensed Software, or that the Licensed Software infringes a third party’s intellectual property rights.
In the event the unmodified Licensed Software fails to satisfy this limited warranty during a warranty period of 30 days after the effective date of this agreement, Inventivio GmbH shall promptly, at its expense and in its discretion, (aa) provide a correction or workaround for any reproducible errors which are reported by you, and deliver an updated version of the Licensed Software, or (bb) return a refund of any license fees paid pursuant to this agreement. In this event you will immediately terminate any use and distribution of the Licensed Software.
Maintenance updates of the Licensed Software do not extend the initial warranty period.
Inventivio GmbH does not warrant non-Inventivio products that may be included in the Licensed Software. Any such products are provided on an "as-is" basis. Any warranty service for non-Inventivio products may be provided by the product manufacturer in accordance with any applicable manufacturer's warranty.
Except for breach of Inventivio GmbH's warranties of ownership of the Licensed Software and non-infringement of third party intellectual property, the foregoing states the sole and exclusive remedies for Inventivio GmbH's breach of warranty. The foregoing warranties are in place of all other warranties or conditions, express or implied, and any implied warranty or condition of fitness for a particular purpose, merchantability, or merchantable quality. No person is authorized to make any other warranty or representation concerning the performance of the Licensed Software other than according to this paragraph. Licensee shall make no other warranty, express or implied, on behalf of Inventivio GmbH.
The Software may contain third party software and/or content which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.speak-a-message.com/licenses/notices.html and are made a part of and incorporated by reference into this License Agreement. By accepting this License Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.
Neither party will be liable for any loss of use, interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits), regardless of the form of action whether in contract, tort (including negligence), strict product liability or otherwise.
The official text of this Agreement is in the English language and any interpretation or construction of this Agreement will be based thereon. In the event that this Agreement or any documents or notices related to it are translated into any other language, the English language version will control.
This license is governed by the laws of Germany, excluding choice of law rules. If any part of this license is found to be in conflict with the law, that part shall be interpreted in its broadest meaning consistent with the law, and no other parts of the license shall be affected.
This agreement constitutes the complete, final and exclusive expression of the parties’ agreement, and supersedes all proposals and other communications made between the parties concerning the subject matter hereof. This agreement cannot be modified except by written agreement signed by all the parties hereto.