Terms of Service
SOFTWARE LICENSE AGREEMENT
INTEGRTR USER LICENSE
The INTEGRTR Software Program Product to Licensee subject to the terms contained in this Testing License Agreement (this “Agreement”). Read the terms and conditions of this Agreement carefully before installing and using this Integrtr Licensed Software and, if any, the accompanying documentation. The Licensed Software is copyrighted to Integrtr and it is made available to Licensee under this Agreement for testing purposes only, it is not sold to Licensee and should not be used in production environments. This Licensed Software has not been released for sale, distribution or usage for the general public and will be referred to as “Licensed Software” from here on.
By clicking the “I accept the terms...” checkbox on the beta tester page, by executing a written copy of this Agreement, by installing, copying or otherwise using the Licensed Software, Licensee is considered to have read and Licensee agrees to be bound by the terms of this Agreement. If Licensee is not willing to be bound by the terms of this Agreement, do not install, copy or use the Licensed Software. Integrtr reserves the right to update this Agreement at any time without any prior notice to Licensee. The applicable and most current version of this Agreement is at Licensee’s disposal on http://www.integrtr.com/.
Licensee agrees and acknowledges that the terms and conditions in this Testing License Agreement has no effect nor any influence or any connection with – if any – any other Integrtr Designers Software License Agreement which are applicable on Integrtr Program
Products purchased by Licensee.
1.1. THE SOFTWARE LICENSED HEREUNDER IS STILL IN TESTING PHASE AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE LICENSED SOFTWARE AND/OR ACCOMPANYING MATERIALS.
2. Confidentiality & Confidential content accessible only to invited Licensees
2.1. Licensee agrees that, unless otherwise specifically provided herein or agreed by Integrtr in writing, the Licensed Software and, if any, the Documentation, provided to Licensee by Integrtr constitute confidential proprietary information of Integrtr. Licensee shall permit only authorized users, who possess rightfully obtained license keys, to use the Licensed Software or to view, if any, the Documentation. Licensee agrees not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Integrtr. Licensee agrees to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Licensed Software provided to Licensee by Integrtr. Licensee will use its best efforts to cooperate with and assist Integrtr in identifying and preventing any unauthorized use, copying, or disclosure of the Licensed Software, if any, Documentation, or any portion thereof.
2.2. This Licensed Software can be accessible only to Licensees who are invited to test for using pre-release Licensed Software and providing feedback to Integrtr. All information available concerning the Licensed Software is confidential information of Integrtr. For a period of five years from the time Licensee accessed this confidential information, Licensee may not disclose this confidential information to any third party. This restriction will not apply to any information that is or becomes publicly available without a breach of this restriction; was lawfully known to the receiver of the information without an obligation to keep it confidential; is received from another source that can disclose it is lawfully and without an obligation to keep it confidential; or is independently developed. Licensee may disclose this confidential information if required to comply with a court order or other government demand that has the force of law.
Before doing so, you must seek the highest level of protection available and, when possible, give Integrtr enough prior notice to provide a reasonable chance to seek a protective order.
3.1. It is expressly understood, acknowledged and agreed that Licensee shall, regardless of whether or not formally requested to do, provide to Integrtr reasonable suggestions, comments and feedback regarding the Licensed Software, including but not limited to usability, bug reports and test results (collectively, “Feedback”). If Licensee provides such Feedback to Integrtr Designers, Licensee shall grant Integrtr the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights:
- to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Integrtr product, technology, service, specification or other documentation (individually and collectively, " Integrtr Products");
- to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Integrtr Product;
- solely with respect to Licensee's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and
- to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into an Integrtr Product, technology or service.
3.2. Further, Licensee warrants that its Feedback is not subject to any license terms that would purport to require Integrtr to comply with any additional obligations with respect to any Integrtr Products that incorporate any Feedback.
3.3. Should Licensee encounter any bugs, glitches, lack of functionality or other problems on the website, please let Integrtr know immediately so it can rectified accordingly. Licensee can submit its requests and issues to info@Integrtr.com. Licensee’s help in this regard is greatly appreciated.
4. Grant of License
4.1. Subject to the terms and conditions of this Agreement, Integrtr hereby grants to Licensee a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Licensed Software in accordance with, if any, the Documentation solely for purposes of internal testing and evaluation, and (ii) to copy Licensed Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies and provided that only one copy of the Licensed Software may be used at a time.
5. Restrictions on Grant
5.1. Except as otherwise specifically permitted in this Agreement, Licensee may not:
- modify or create any derivative works of any Licensed Software or documentation, including – without limitation – translation or localization; (code written to published APIs (Application programming interfaces) for the Licensed Software shall not be deemed derivative works);
- copy the Licensed Software except as provided in this Agreement or elsewhere by Integrtr;
- separate Licensed Software, which is licensed as a single product, into its component parts;
- reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product of the Licensed Software (except to the extent applicable laws specifically prohibit such restriction);
- redistribute, encumber, sell, rent, lease, sublicense, use the Licensed Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. Licensee may NOT transfer the Licensed Software under any circumstances;
- remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Integrtr Product(s); or
- publish or make public any results of benchmark tests run on any Software to a third party without Integrtr prior written consent.
6. Licensed Software Product Support
6.1. Integrtr is under no obligation i) to provide any technical support under the terms of this license, ii) to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop Licensed Software either to Licensee or to any other party, and
iii) provides no assurance that any specific errors or discrepancies in the Licensed Software will be corrected.
7. Ownership and Copyright of Licensed Software
7.1. Title to the Licensed Software and all copies thereof remain with Integrtr. The Licensed Software is copyrighted to Integrtr. Licensee will not remove copyright notices from the Licensed Software. Licensee agrees to prevent any unauthorized copying of the Licensed Software. Integrtr does not grant any express or implied right to Licensee under Integrtr patents, copyrights, trademarks, or trade secret information.
8. Term of this Agreement
8.1. Licensee’s rights with respect to the Licensed Software will terminate upon the earlier of
- the initial commercial release by Integrtr of a generally available version of the Licensed Software; or
- 3 months after the last date Licensee receives the Licensed Software or any update thereto.
8.2. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and will return to Integrtr
(or, at Integrtr Designers’ request, destroy), the Licensed Software, if any, the Documentation, and all other tangible items in Licensee’s possession or control that are proprietary to or contain Confidential Information of Integrtr.
9. Disclaimer of Warranties
9.1. THE LICENSED SOFTWARE AND, IF ANY, DOCUMENTATION ARE LICENSED “AS IS”, AND INTEGRTR DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, USABILITY OR FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABLE QUALITY, TITLE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, TO THE EXTENT AUTHORIZED BY LAW.
9.2. WITHOUT LIMITATION OF THE FOREGOING, INTEGRTR EXPRESSLY DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE LICENSED SOFTWARE IS BEING PROVIDED TO LICENSEE “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSEE ASSUMES ALL RESPONSIBILITY FOR SELECTING THE LICENSED SOFTWARE TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM ITS USE OF THE LICENSED SOFTWARE. LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE LICENSED SOFTWARE.
9.3. ANY DOWNLOAD AND USE OF THIS LICENSED SOFTWARE PROGRAM PRODUCT IS DONE AT THE LICENSEE’S OWN RISK AND THE LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO – WITHOUT LIMITATION – ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SHOULD IT PROVE DEFECTIVE, LICENSEE ASSUMES THE COST OF ALL NECESSARY SERVICING, REPAIR AND/OR CORRECTION. IT IS THEREFORE UP TO THE LICENSEE TO TAKE ADEQUATE PRECAUTION AGAINST POSSIBLE DAMAGES RESULTING FROM THIS LICENSED SOFTWARE. SOFTWARE IN TESTING SHOULD FOR EXAMPLE NOT BE USED ON SENSITIVE AND/OR VALUABLE DATA AND SHOULD NOT BE USED IN PRODUCTION SYSTEMS.
10. Limit of Liability
10.1. IN NO EVENT WILL INTEGRTR BE LIABLE TO LICENSEE OR ANY PARTY FOR – WITHOUT LIMITATION – ANY LOSS OF USE; INTERRUPTION OF BUSINESS; OR ANY DIRECT; INDIRECT; SPECIAL; INCIDENTAL; EXEMPLARY OR PUNITIVE 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; WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE (INCLUDING BUT NOT LIMITED TO LOSS OF DATA OR DATA BEING RENDERED INACCURATE OR LOSSES SUSTAINED BY LICENSEE OR THIRD PARTIES OR A FAILURE OF THE LICENSED SOFTWARE TO OPERATE WITH ANY OTHER PROGRAMS), EVEN IF INTEGRTR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Governing Law and Choice of Forum
11.1. This Agreement shall be governed by and interpreted in accordance with the laws of India. Any claim or dispute arising in connection with this Agreement shall be resolved in the competent courts of Gurgaon.
12. Entire Agreement
12.1. This Agreement is a legal agreement and constitutes the complete and exclusive agreement between Licensee and Integrtr with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by Licensee and an authorized representative of Integrtr.