informUp End User License Agreement

The individual breaking the seal of this package or using this software represents and warrants that he or she has authority to enter into this agreement with informUp on behalf of the Licensee, that he or she has read the terms and conditions set out herein and that the Licensee accepts and agrees to be bound by this agreement. If the Licensee does not agree with the terms and conditions, the Licensee must not use or permit the use of the Product.

1. Definitions

Accessible Code means source code contained within the Product that is unprotected and accessible under this agreement.

informUp means informUp.com (location in the world + business number).

Authorised Use means the defined number of copies or instances of the Product that may be used by Licensee, and where applicable, limited to the number of Authorised Users, the number of Authorised Server Nodes and/or the number of Authorised Machines, as designated in the Quote/Invoice issued by informUp.

Authorised User means a person or user account who is Licensed to use the Product, regardless of whether that person is an employee, contractor, subcontractor, vendor, partner or customer of the Licensee.

Commencement Date means the date that informUp processes payment of the License or Maintenance Fees from Licensee.

Embedded Software means third party software licensed by informUp from a Licensor and embedded in the Product.

License means the right to use the Product as defined by Authorised Use.

Licensee means the individual or entity (inclusive of subsidiaries) that has licensed the Product under the terms and conditions of this agreement.

Licensor means the licensor of the Embedded Software.

OEM Distribution means distribution of the Product as either a bundled add-on to, or embedded component of, another application with such application being made available to its users as, but not limited to, an on-premise application, a hosted application, a Software-as-a-Service offering or a subscription service for which the distributor of the application receives a license fee or any form of direct or indirect compensation.

Product means the informUp product defined in the Quote/Invoice delivered by informUp to Licensee, and which may contain Embedded Software, including any updates provided under the terms of this agreement in accordance with Clause 5.

Protected Code means source code contained within the Product that is protected against access by informUp and is not accessible under this agreement.

2. License Fee

A one-time fee paid by Licensee to informUp, as designated by Product, in consideration for the Authorized Use of the Product. License fee is non-refundable and payable upon acceptance of the terms and conditions set out herein.

3. Grant of License

Subject to the terms of this agreement, including limitations defined by the License, informUp grants to Licensee, and Licensee accepts from informUp, a perpetual, worldwide, non-exclusive, non-transferable, non-sublicensable License to use the Product as defined by Authorised Use.

4. No Warranty

Save as provided in clauses 13 and 14 below, the Product is provided on an "as is" and "as available" basis without warranty, express or implied, of any kind or nature, including, but not limited to, any warranties of performance or merchantability or fitness for a particular purpose, including without limitation that informUp does not warranty that the Product will be error-free, complete, or correct. informUp provides evaluation copies of the Product so that customers can assess the Product.

5. informUp's Obligations

Upon receipt of Licensee Fee from Licensee, informUp will (a) supply the Licensee with the Product via electronic download; and (b) provide Software Maintenance as defined in Section 6, for a period of twelve (12) months from the Commencement Date (the "Initial Maintenance Period").

6. Software Maintenance

Software Maintenance includes informUp's provisioning to Licensee Product updates and/or enhancements made generally available to customers from time to time, and online technical support (and where applicable, phone support) to one Licensee-designated technical contact for the sole purpose of addressing technical issues relating to the use of the Product (excluding any form of on-site visits by informUp personnel or contractors). The Initial Maintenance Period may be renewed for additional twelve (12) month periods ("Renewal Period") at the then-current rate for Software Maintenance. Subsequent Renewal Periods commence upon the expiration of the prior Software Maintenance regardless of when it is purchased.

7. Licensee Obligations

The Licensee must at all times: (a) ensure that only an Authorised User may use the Product and only for Authorised Use in accordance with the terms and conditions of this agreement; (b) install all updates and enhancements provided by informUp; (c) immediately advise informUp, including in writing, if the Licensee becomes aware of any unauthorised use or distribution of the Product by any person; and (d) with respect to any use of the Product, include an attribution to informUp to be included on all user interfaces in the following format: "Powered by informUp", which must in every case include a hyperlink to http://www.informUp.com, and which must be in the same format as delivered in the Product.

8. Unauthorised Use or Distribution

Licensee may not, whether through deliberate or negligent act or act of omission: a) distribute or cause the distribution of the Product to any third party other than an Authorised User; or b) directly access or use any Embedded Software independently of the Product. Licensee is required to immediately report its knowledge of any violations of the foregoing to informUp, including in writing. Any such violations will entitle informUp and/or its Licensors to, in addition to any other right or claim that informUp or Embedded Software Licensor may have against Licensee, retroactively charge the Licensee, in addition to any other fees payable by the Licensee under this agreement, a fee calculated based on the number of prohibited distributions times the respective list prices that informUp and/or the Embedded Software Licensor charges for the Product or Embedded Software respectively.

9. Investigation of Unauthorised Use and Distribution

If informUp reasonably suspects that the Product has been distributed to or obtained by any person or party without informUp's prior written consent, or that Embedded Software is being accessed or used independently of the Product, informUp has the right to request from the Licensee an unqualified certificate executed by the Licensee's auditor at the Licensee's cost for the purpose of verifying compliance with Authorised Use of the Product or Embedded Software.

10. Licensee's Restrictions

Licensee must not, without the prior written consent of informUp, which may be withheld and which may include certain conditions: (a) decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, the Protected Code; (b) sell, sublicense, redistribute, reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine readable form the Product or any data/information provided to the Licensee through the Product to a person (except that nothing in this paragraph (b) is intended to prevent an Authorised Person undertaking Authorised Use); (c) vary or amend the Authorised Use without informUp's prior written approval; (d) publish, promote, broadcast, circulate or refer publicly to the informUp name, trade name, trademark, service mark or logo, without the prior written consent of informUp; (e) commit any act or omission the likely result of which is that informUp's reputation will be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on informUp's interests. For avoidance of doubt, and subject to the terms and conditions contained herein, Licensee is permitted to modify the Accessible Code to develop bug fixes, customizations, or additional features, solely for the purpose of using the Product as defined in, and during the term of, this Agreement. Under no circumstance may Licensee distribute the Product via OEM Distribution without entering into a separate OEM Distribution Agreement with informUp. Licensee shall also not copy or embed elements of the Accessible Code into other applications. In addition, the Product includes license protection mechanisms that are designed to manage and protect the intellectual property rights of informUp. Licensee must not modify or alter those features to try to defeat the Product use rules that the license protection mechanisms are designed to enforce.

11. Term

The term of this agreement begins on the Commencement Date and will continue in full force and effect until terminated in accordance with Clause 12.

12. Termination

This agreement may be terminated by either party if the other party commits a material breach. Either party will have thirty (30) days to remedy any material breaches. Immediately upon termination, any Accessible Code in possession, custody or control of Licensee must be destroyed and written confirmation of such destruction provided to informUp. Clauses 1, 2, 4, 8 – 10, 14 – 15, 18, and 19 shall survive any termination of this agreement.

13. Limitation of Liability

Without limitation, informUp will not be liable to any person for any loss, damage, cost, expense or other claim (including consequential, directly, indirect, special, punitive or other damages and loss of data or profits) in relation to the Product including, without limitation: (a) any use or reliance on a Product by the person (including the form and content of errors in and/or omissions from any information contained in a Product); (b) any delay, interruption or other failure in the provision of the Product; or (c) any change in the form or content of the Product. In no event will informUp's and informUp's licensors' aggregate liability under any claims arising out of this agreement exceed the fees paid by licensee under this agreement. Except for each party's indemnification obligations or breach of Clauses 2, 8 or 10, neither party will be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if such party is advised of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law. To the extent the foregoing liability limitations or the warranty disclaimers of Clause 4 are not allowed by applicable law, then the liability of informUp, and the remedy of Licensee, shall be limited to: (i) the re-supply of any defective Product; or (ii) the refund of any license fees paid by Licensee for such defective Product.

14. Intellectual Property

The Licensee acknowledges that the Product and all intellectual property rights in relation to the Product are the property of informUp or the Licensors and informUp is entitled to take whatever action it may decide in order to protect its intellectual property rights in the Product.

15. Publicity Rights

(a) The Licensee grants informUp the right to include the Licensee as a customer in Product promotional material.
(b) Licensee can deny informUp this right by submitting a written request via email to sales@informUp.com, requesting to be excluded from Product promotional material. Confirmation of such denial (via reply email) must be received prior to purchasing for this to be effective.
(c) Should the customer come to be or already be included in Product promotional material, as a result of any prior purchases where the Licensee did not request exclusion from Product promotional material, the Licensee can at any point in time, submit a written request via email to sales@informUp.com to have informUp remove the Licensee's name from Product promotional material. Upon receipt of such request, informUp will remove any reference to the Licensee from such promotional material within 30 days and make no further reference to the Licensee.

16. No Assignment or Amendment

Licensee may not amend this Agreement without prior written consent of informUp. Licensee may assign this agreement to succeeding parties in the case of a merger, acquisition or change of control so long as in doing so, informUp is notified in writing within ninety (90) days of the closure of such transaction. informUp may assign its rights and obligation under this agreement without consent of Licensee.