IMPORTANT – READ CAREFULLY: BY DOWNLOADING, INSTALLING, AND/OR USING THE SOFTWARE (DEFINED BELOW), YOU (DEFINED BELOW) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (DEFINED BELOW). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND YOU MUST DELETE OR RETURN THE UNUSED SOFTWARE.
This End User License Agreement (the “Agreement”) is hereby entered into and agreed upon by You, either an individual or an entity, and its Affiliates (“You” or “Company”) and Insight Level, S.A.P.I. de C.V. (“InsightLevel”) for the Software.
1.1 “Affiliates” means an entity controlled by, under common control with, or controlling such party, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject to the terms and conditions of this Agreement, Affiliates may use the license granted hereunder. All references to InsightLevel shall be deemed to be references to InsightLevel and its Affiliates, and all references to Company, You, or Your shall be deemed to be references to Company and its Affiliate(s).
1.2 "Computer" means the hardware, if the hardware is a single computer system, whether physical or virtual, or means the computer system with which the hardware operates, if the hardware is a computer system component.
1.3 “Documentation” means the official user documentation provided by InsightLevel to You on the use of the Software. For the avoidance of doubt, any installation guide or end user documentation not prepared or provided by InsightLevel any online community site unofficial documentation, videos, white papers, or related media or feedback does not constitute Documentation.
1.4 “Software” means the object code versions of the product, together with the updates, new releases or versions, modifications or enhancements, owned and provided by Insight Level to You pursuant to this Agreement.
2.1 Production License. Upon payment of the applicable fees for the Software and continuous compliance with the terms and conditions of this Agreement, InsightLevel hereby grants You a limited, nonexclusive, nontransferable license subscription to use the object code of the Software and Documentation in Your facility subject to the terms contained herein:
2.2 Software Evaluation License. If the Software is provided to You for evaluation purposes, InsightLevel grants to You a nonexclusive, limited, royalty-free, nontransferable evaluation license to use the Software solely for evaluation prior to purchase (an “Evaluation License”). The Evaluation License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from InsightLevel at its sole discretion. Notwithstanding any other provision contained herein, Software provided pursuant to an Evaluation License is provided to You “AS IS” without indemnification, support, or warranty of any kind, express or implied. Except to the extent such terms conflict with the specific Evaluation License terms set forth in this Section, all other terms of this End User License shall apply to Software licensed under an Evaluation License.
2.3 High Availability and/or Disaster Recovery Purpose License. If You are obtaining a redundant version of the Software solely for high availability and/or disaster recovery purposes for use on Your disaster recovery Computer, You represent and warrant that (i) You may actively run the redundant version of the Software on a Computer, provided it is not running on a primary production Computer, unless (a) the primary production Computer related to the primary production version of the Software fails, (b) the Software or Computer associated with the primary production license is being upgraded or replaced, or (c) other temporary reasons that disrupt all or a material part of Your business operations (ii) You will not utilize the redundant version of the Software to provision any items not being provisioned by the primary production Computer and (iii) You will promptly get the primary production Computer hosting the primary production license operating correctly in order to support Your daily activities.
3.1 You may not: (i) provide, make available to, or permit other individuals to use the Software or Documentation, except under the terms listed above, either in whole or part (ii) modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code based upon the Software or Documentation (iii) copy, reproduce, republish, upload, post, or transmit the Software or Documentation (except for back-up or archival purposes, which will not be used for transfer, distribution, or sale) (iv) license, sell, rent, lease, transfer, sublicense, distribute, or otherwise transfer rights to the Software or Documentation (v) remove any proprietary notices or labels on the Software or Documentation or (vi) license the Software if You are a direct competitor of InsightLevel for the purposes of test the Software’s availability, performance, or functionality or for any other benchmarking or competitive purposes. Any such forbidden use shall immediately terminate Your license to the Software with no reimbursement for the license fee. The Software, including all its features, are intended only for use with public domain or properly licensed third party materials. You might need a third party license to create, copy, download, record or save third-party media or content files used by this Software or to serve or distribute such files to be played back by the Software. All responsibility for obtaining such a license is Yours, and InsightLevel shall not be responsible for Your failure to do so.
3.2 InsightLevel Trademarks. You may not delete, remove, hide, move or alter any trademark, logo, icon, image or text that represents the company name of InsightLevel, any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations of the company name or mark “InsightLevel” or any of its Affiliates’ names or marks must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice.
3.3 Export Restrictions. The Software and Documentation delivered to You under this Agreement are subject to U.S. export control laws and regulations and may also be subject to import and export laws of the jurisdiction in which it was obtained, if outside the U.S. You shall abide by all applicable export control laws, rules and regulations applicable to the Software and Documentation. You agree that You will not export, re-export, or transfer the Software or Documentation, in whole or in part, to any country, person, or entity subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the Software or Documentation (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country (ii) to any person or entity who You know or have reason to know will utilize the Software or portion thereof in the design, development, production or use of nuclear, chemical or biological materials, facilities, or weapons or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government.
3.4 Compliance with Applicable Laws. The intellectual property laws and other laws of the United Mexican States and international laws and treaties, including intellectual property laws, protect the Software and Documentation. You agree that You shall use the Software and Documentation solely in a manner that complies with all applicable laws in the jurisdictions in which You use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. Any unauthorized or forbidden use of the Software and Documentation shall be consider a rescission cause, without prejudice to proceed by any judicial or extrajudicial process against You for the loss and damages caused to Insight Level for this behavior.
Use herein of the word “purchase” in conjunction with licenses, license keys, or the Software shall not imply a transfer of ownership. Unless as conveyed herein, this Agreement does not grant You any rights, title, or interest in or to Software, Documentation, copyrights, trademarks, service marks, or trade secrets, or corresponding intellectual property (including without limitation any images, photographs, animations, video, audio, music, and text incorporated into the Software, the accompanying printed materials, and any copies of the Software) of InsightLevel or its suppliers, and all rights, title, and interest in and to the Software, Documentation, and corresponding intellectual property shall remain the property of InsightLevel, its suppliers, or are publicly available. InsighLevel, its suppliers, or third parties reserve all rights not expressly granted under this Agreement. All title, rights, and interest in and to content, which may be accessed through the Software, is the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives You no rights to such content, including use of the same. InsightLevel agrees that the data and information (including without limitation, computer software, computer database, computer software documentation, specifications, design drawings, reports, blueprints, and the like) generated by the Software from Your proprietary data and information shall be and remain Your sole property.
InsightLevel does not warrant that the Software will meet all of Your requirements or that the use of the Software will be uninterrupted or error-free. The foregoing warranty applies only to failures in operation of the Software that are reproducible in standalone form and does not apply to: (i) Software that is modified or altered by You or any third party that is not authorized by InsightLevel (ii) Software that is otherwise operated in violation of this Agreement or other than in accordance with the Documentation or (iii) failures that are caused by other software or hardware products. To the maximum extent permitted under applicable law, as InsightLevel’s and its suppliers’ entire liability, and as Your exclusive remedy for any breach of the foregoing warranty, InsightLevel will, at its sole option and expense, promptly repair or replace any Software that fails to meet this limited warranty or, if InsightLevel is unable to repair or replace the Software, refund the authorized partner of InsightLevel by whom you got the License and this authorized partner shall reimburse to You the applicable license fees paid upon return, if applicable, of the nonconforming item to InsightLevel. The warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software under this limited warranty will be warranted for thirty (30) days.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, INSIGHTLEVEL IS PROVIDING AND LICENSING THE SOFTWARE TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
InsightLevel will indemnify and hold You harmless from any third party claim brought against You that the Software, as provided by InsightLevel to You under this Agreement and used within the scope of this Agreement, infringes or misappropriates any patent, copyright, trademark, trade secret, or other intellectual property rights of a third party, provided (i) use of the Software by You is in conformity with the Agreement and Documentation (ii) the infringement is not caused by modification or alteration of the Software or Documentation and/or (iii) the infringement was not caused by a combination or use of the Software with products not supplied by InsightLevel. InsightLevel’s indemnification obligations are contingent upon You: (i) promptly notifying InsightLevel in writing of the claim (ii) granting InsightLevel sole control of the selection of counsel, defense, and settlement of the claim and (iii) providing InsightLevel with reasonable assistance, information and authority required for the defense and settlement of the claim. This Section states InsightLevel’s entire liability (and shall be Company’s sole and exclusive remedy) with respect to indemnification to Company.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INSIGHTLEVEL, ITS DIRECTORS, OFFICERS, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE TO YOU (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) (I) FOR MORE THAN THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID TO INSIGHTLEVEL OR TO THE PARTNER OF INSIGHT LEVEL IN THE PRECEDING (12) TWELVE MONTHS FOR THE APPLICABLE SOFTWARE OR (II) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OF THE SERVICE OFFERING, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, OR OTHER ECONOMIC DAMAGE , ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF INSIGHTLEVEL OR A PARTNER AUTHORIZED BY INSIGHTLEVEL HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MOREOVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU UNDERSTAND AND AGREE THAT AS YOU ARE ACQUIRING THE SOFTWARE LICENSE AS A PART OF OTHER PRODUCT AND THIS SOFTWARE REPRESENTS ONLY A COMPONENT OF SUCH PRODUCT, YOU ACQUIRE THE SOFTWARE LICENSE FROM AN AUTHORIZED PARTNER OF INSIGHT LEVEL, AND THIS AUTHORIZED PARTNER MUST PAY INSIGHT LEVEL FOR THE LICENSE YOU USE, IN THE EVENT THIS AUTHORIZED PARTNER DOES NOT PAY INSIGHT LEVEL SUCH LICENSE PRICING, INSIGHT LEVEL IS ENTITLED TO SUSPEND OR CANCEL YOUR SOFTWARE LICENSE. IN THAT EVENT, INSIGHT LEVEL SHALL NOT BE RESPONSIBLE BEFORE YOU FOR THAT ACTION AND YOU MUST CLAIM DAMAGES DIRECTLY TO THE AUTHORIZED PARTNER BY WHOM YOU ACQUIRED YOUR SOFTWARE LICENSE.
To the extent the Software is bundled with third party software programs these third party software programs are governed by their own license terms, which may include open source or free software licenses. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any such third party software.
This Agreement shall be governed by the laws of the State of Nuevo Leon, Mexico and of the Mexico, without regard to any conflict of law’s provisions. You hereby consent to jurisdiction of the courts of Monterrey, Nuevo Leon, Mexico.
This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof including without limitation the terms of any party or any purchase order issued in connection with this Agreement. If any provision of this Agreement is held to be unenforceable, that shall not affect the enforceability of the remaining provisions. This Agreement may change from time to time at the sole discretion of Insight Level, in such event Insight Level shall notify through its web site https://www.insightlevel.com/eula.html for 10 (ten) calendar days before new terms become enforceable. If You are not agree with the new terms of this Agreement You should refrain the use of the Software and Documentation.
Copyright © 2016-2017 Insight Level, S.A.P.I. de C.V.
All Rights Reserved. Insight Level End User License Agreement.