This copy of Teams for Project Management™, also referred to as Teams4PM™ or T4PM™ ("the Software Product") and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Innovative-e, Inc. or its subsidiaries, affiliates, and suppliers (collectively "IEC") own intellectual property rights in the Software Product. [CUSTOMER NAME]’s ("you" or "your") license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement ("Agreement").
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.
This Agreement entitles you to install and use the Software Product in a production capacity. This Agreement does not permit the installation or use of multiple copies of the Software Product, or the installation of the Software Product on more than one production and one development instance or environment at any given time.
You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the Software Product.
Restrictions On Transfer
Without first obtaining the express written consent of IEC, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.
As part of Your Subscription, we will provide Support for Troubleshooting solution issues/faults, and unplanned interruptions. Support can be contacted via email at email@example.com or by other methods mutually agreed (such as a Teams site).
You agree to provide IEC with all information, help and assistance that IEC reasonably considers necessary to fix a reported issue or develop an interim workaround.
Non-remote support, including on-site support at your or other third-party premises, is not covered by support, but may be purchased as an additional service subject to separate agreement.
IEC may subcontract or delegate to a third party the performance of the Support.
Restrictions on Alteration
You may not modify the Software Product or create any derivative work of the Software Product or its accompanying documentation. Derivative works include but are not limited to translations. You may not alter any files or libraries in any portion of the Software Product.
No Warranties. The Company warrants that the Software Product will conform substantially to the general descriptions documented to End User by Company during the term of the Subscription Agreement. Software Product and any related documentation is provided “as is” without warranty of any other kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or noninfringement. The Company expressly disclaims any other warranty for Software Product not specifically set forth herein.
No Liability for Damages. In no event shall the Company be liable for any special, consequential, incidental or indirect damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if the Company is aware of the possibility of such damages and known defects.
Disclaimer of Warranties and Limitation of Liability. UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY IEC, IEC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT.
IEC makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. IEC makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. IEC WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.
UNDER NO CIRCUMSTANCES SHALL IEC, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF IEC OR ANY OTHER PARTY, EVEN IF IEC IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS IEC'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.
Limitation of Remedies and Damages
Your remedy for a breach of this Agreement or of any warranty included in this Agreement is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of IEC. IEC reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If IEC is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product.
This Agreement commences on the Effective Date and continues for the Initial Term or such other period as is specified in the Subscription Agreement. Except as otherwise specified in the Subscription Agreement, Services will automatically renew for additional periods equal to the Renewal Term, unless either party gives the other notice of non-renewal at least 60 days before the end of the then current Initial Term or Renewal Term. The Fees specified in the Subscription Agreement shall increase as specified in the Subscription Agreement or any relevant Purchase Order during any Renewal Term, unless We provide You with written notice of alternative pricing at least 60 days prior to the end of the then current term, in which case the alternative pricing as notified by Us shall apply during any Renewal Term.
The subscription fees are calculated based on the number of users. If users are added, then you agree to inform IEC of any additional users in the month they are added. Innovative-e will invoice you for the number of users added times the number of full months remaining in your annual term.
Either party may terminate at the Renewal Term provided 60 days advance notice is provided.
Governing Law, Jurisdiction and Costs This Agreement is governed by the laws of Florida, without regard to Florida's conflict or choice of law provisions.
If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.