Index of License Agreements
IQNOX Widget Pack
IQNOX Google Maps Widget for ThingWorx
IQNOX Widget Pack End User License Agreement
END USER LICENSE AGREEMENT
Updated January 26, 2023
This End User License Agreement (“Agreement” or “EULA”) is a legal and enforceable contract between IQNOX, LLC (“IQNOX” or “Licensor”) and You, as the organization or person using software and applications developed by IQNOX (“Software”).
Carefully read the following terms and conditions regarding your use of the Software before installing and using the Software. Throughout this Agreement, You will be referred to as “You” or “End User” or “Licensee.”
You are accepting this Agreement if You indicate your assent to its terms by clicking the “accept” button; installing the Software, including through a manual, silent, unattended, or push installation; use the Software, including by installing, loading, running, executing, displaying, deploying, or retaining the Software; and/or otherwise indicate your assent to the terms of this Agreement. When You accept this Agreement, You are:
(i) Representing that You are not a minor, and have full legal capacity and have the authority to bind yourself and your employer, as applicable, to the terms of this Agreement;
(ii) Consenting on behalf of yourself and/or as an authorized representative of your employer, as applicable, to be bound by this Agreement;
(iii) Agreeing that You have not based your purchasing decision on the future availability of any new software, products, additional features, components, or versions of the Software, nor on any oral or written comments made by IQNOX regarding future functionality or features and that IQNOX, in its sole discretion, will determine if and when updates, upgrades, and additional features of the Software will be released;
(v) Acknowledging that IQNOX may, in its sole discretion, modify the terms and conditions of this Agreement and/or any policies referenced herein at any time by notice to You, including without limitation by posting the revised terms and conditions on its website at https://www.IQNOX.com/eula. Such modified terms and conditions become effective on posting. Your continued use of the Software after the effective date of the modifications will be deemed acceptance of the modified terms. For the avoidance of doubt, such modified terms and conditions shall supersede any prior version of this Agreement that may have been imbedded in or packaged with the Software itself.
Your license to the Software is subject to your prior acceptance of this Agreement. The Licensor reserves all rights in and to the Software not expressly granted to you under this Agreement. Your license to the Software under this Agreement is granted by IQNOX as the Licensor, and your license to any Third Party Software under this Agreement is granted by the application provider of that Third Party Software.
THE PARTIES HAVE AGREED to the following:
A. “Authorized Use” means the specific usage entitlements and restrictions designated on a Sales Order and/or in the applicable Documentation.
B. “Authorized User” means the employees or agents of Licensee, that Licensee permits or has engaged to operate and use the Software or Documentation on Licensee’s sole behalf.
C. “Documentation” means the current user guide and resources relating to the Software.
D. “End User” means a person, organization, or entity that accepts this Agreement.
E. “Events of Default” shall have the meaning as set forth in Section 15.A.
F. “Fees” means fees for the Software license(s) as set forth on the Sales Order.
G. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
H. “Open Source Components” shall have the meaning as set forth in Section 12.
I. “Parties” mean IQNOX (the Licensor) and You (the Licensee).
J. “Portal” means a password-protected area on IQNOX’s Internet website that permits End Users to access certain Software functionality and information concerning their account with IQNOX.
K. “Product Support” means support and maintenance provided by IQNOX for its Software in accordance with the requirements of the Sales Order, which is incorporated into this Agreement by this reference.
L. “Sales Order” means an IQNOX ordering document or form that has been submitted to You, which is incorporated into this Agreement by this reference.
M. “Software” means software products and applications developed by IQNOX that is being installed by the Licensee. Software includes, but is not limited to, the IQNOX Widget Pack.
N. “Term” means the period of time specified on the Sales Order.
O. “Third Party Software” shall have the meaning as set forth in Section 12.
P. “Third Party Terms” shall have the meaning as set forth in Section 12.
A. IQNOX provides Licensee with the Software set forth on the Sales Order, for use by Licensee’s Authorized Users in accordance with the Authorized Use. Subject to and conditioned upon Licensee’s payment of all Fees, and Licensee’s strict compliance with all terms set forth in this Agreement, IQNOX licenses the Software to Licensee on a personal, revocable, non-exclusive, non-transferable, non-sublicensable, and limited basis, to install and use the Software pursuant to the terms of this Agreement and the applicable Sales Order.
B. This license grants Licensee the right, exercisable solely by and through Licensee’s Authorized Users, to:
(i) Install and use the Software during the Term as set forth on the Sales Order and in accordance with all Authorized Use;
(ii) Download and install in accordance with the Documentation the authorized number of copy(ies) of the Software as set forth on the Sales Order accessible only on computers owned or leased and controlled by Licensee.
(iii) Use and run the Software, as properly installed, in accordance with this Agreement, the applicable Sales Order and the Documentation and solely for Licensee’s internal business purposes;
(iv) Use the Software as provided herein solely to process its own data and the data of its majority-owned subsidiaries as restricted by location, computer equipment, and Authorized Use. If Licensee desires to use the Software beyond such restrictions, it shall notify IQNOX, and Licensee will be invoiced for and shall pay the applicable fees for such expanded use; and
(v) To the extent permitted herein or in the Sales Order, transfer any copy of the Software from one computer to another, provided that: (1) the number of computers on which the Software is installed at any one time does not exceed the number licensed by Licensee; and (2) Licensee notifies IQNOX in writing of each such transfer, including in such notice the information required under this Agreement for each computer on which the Software is installed.
4. PRODUCT SUPPORT.
A. Product support will be provided as specified in the Sales Order submitted by IQNOX and accepted by You.
B. If no Sales Order is provided to You; or if your Sales Order lacks a line item for “Product Support”; or if your “Product Support” agreement expires, then You are no longer eligible for support from IQNOX in the operation, use, maintenance, or support of the Software or Documentation.
5. USE RESTRICTIONS.
A. Unless expressly authorized by this Agreement, required by applicable law or with IQNOX’s prior written consent, Licensee shall not, and shall require its Authorized Users not to, directly or indirectly, do any of the following:
(i) use the Software or Documentation in violation of the terms of this Agreement, including using them beyond the scope of the license granted under Section 3 or in a manner that exceeds the Authorized Use;
(ii) infringe IQNOX’s Intellectual Property Rights in or related to the Software or the Documentation;
(iii) provide access to, allow use of, or otherwise make available the Software, or any features or functionality of the Software, to any third party, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, except for an Authorized User, for any reason;
(iv) modify, translate, adapt, or create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;
(v) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
(vi) disclose, de-compile, decode, disassemble nor otherwise reverse engineer the Software or otherwise attempt to derive or gain access to the source code or trade secrets of the Software or any part thereof;
(vii) work around any technical or security limitations of the Software;
(viii) use the Software to provide facilities management or in connection with a service bureau, time sharing arrangement or like activity whereby Licensee, without purchasing a license from IQNOX for such purpose, operates or uses the Software for the benefit of a third party who has not purchased a copy of the Software;
(ix) exchange the Authorized Use respecting the Software for any other IQNOX product. The Software is licensed as a single product. Its component parts may not be separated for use;
(x) remove, delete, alter, or obscure any proprietary markings, trademarks or any copyright, patent, or other intellectual property or proprietary rights notices of IQNOX or its licensors provided on or with the Software or Documentation, including any copy thereof;
(xi) except as expressly permitted herein, copy the Software or Documentation, in whole or in part;
(xii) grant a security interest in, transfer, assign, rent, lease, lend, sell, sublicense, distribute, publish or otherwise dispose of the Software or Documentation;
(xiii) use the Software or Documentation in violation of any law, regulation, or rule;
(xiv) release the results of any benchmark testing of the Software to any third party;
(xv) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service, or any other purpose that is to IQNOX’s commercial disadvantage; and
(xvi) use Software for which Licensee has not paid and IQNOX has not received the applicable fees.
B. If the Software being licensed hereunder will be used in providing managed services directly or indirectly to customers, Licensee shall not, and shall require its Authorized Users not to, directly or indirectly scheme with third parties for the aggregation of Authorized Use entitlements of the Software in an attempt to achieve lower pricing.
C. The Software may be used only within the boundaries of the country where the Software was purchased (except as otherwise provided on the Sales Order) unless IQNOX consents otherwise in writing.
D. Licensee’s right to use the Software will terminate and the Software may cease to function if the Licensee violates the terms of this Agreement or the applicable Term of the Software lapses or expires. The Software may require a reliable Internet connection permitting the Software to periodically connect with IQNOX systems. The Software may lose functionality, cease to function, or deactivate if necessary system requirements are not satisfied.
6. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.
A. Licensee acknowledges that the Software is provided under license, and not sold or given, to Licensee. Licensee does not acquire any ownership interest in the Software or Documentation provided under this Agreement, or any other rights to the Software or Documentation other than to use and access the Software in accordance with the license granted under this Agreement, subject to all terms, conditions, restrictions, and Authorized Use. IQNOX and its licensors and service providers reserve and shall retain their entire right, title, and interest in the Software and the Documentation, including without limitation all copies, updates, upgrades, releases, revisions, enhancements, modifications, translations, localizations, components, and features and all Intellectual Property Rights arising out of or relating to the Software or the Documentation, subject to the license expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard the Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee’s right to use and access the Software and the Documentation are limited to those rights expressly identified in this Agreement.
B. The Software, including any source or object code that may be provided to Licensee hereunder, as well as Documentation, appearance, structure, and organization, is the proprietary property of IQNOX and/or its licensors, if any, and may be protected by copyright, patent, trademark, trade secret, and/or other laws. Title to the Software, or any copy, modification, translation, partial copy, compilation, derivative work or merged portion of any applicable SDK (as defined below), shall at all times remain with IQNOX and/or its licensors.
C. This Agreement applies to and governs any update, upgrade, fix, revision, or enhancement to the Software.
7. DISCLAIMER OF WARRANTY.
A. The Software is provided and licensed to You, the Licensee, “As Is” with all faults, defects, bugs, and errors. IQNOX, the Licensor, does not make any warranty regarding the Software and includes Licensor’s statements as follows:
NO WARRANTY: THE SOFTWARE IS PROVIDED AND LICENSED “AS IS” WITH ALL FAULTS, DEFECTS, BUGS, AND ERRORS, AND THERE ARE NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, OR OTHERWISE, REGARDING THE SOFTWARE OR ANY OTHER IQNOX SOFTWARE OR SERVICE PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT. THE SOFTWARE IS PROVIDED WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. IN NO EVENT SHALL THE LICENSOR, AUTHORS, OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE, OR THE USE, OR OTHER DEALINGS IN THE SOFTWARE.
DISCLAIMER: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND ANY SERVICES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, TRADE PRACTICE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
B. THIRD PARTIES DISCLAIMER: NO THIRD PARTY, INCLUDING AGENTS, DISTRIBUTORS, AUTHORIZED IQNOX RESELLERS, OR MSPs ARE AUTHORIZED TO MAKE ANY WARRANTIES ON BEHALF OF IQNOX. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IQNOX AND ITS THIRD-PARTY LICENSORS AND SUPPLIERS, AND THE CONTRIBUTORS OF CERTAIN INCLUDED SOFTWARE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, UNINTERRUPTED USE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, IQNOX DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
C. THE SOFTWARE CONTAINS TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE.
8. LIMITATION OF LIABILITY.
A. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to You for all damages exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
B. IN NO EVENT WILL IQNOX OR ANY OF ITS THIRD PARTY LICENSORS AND SUPPLIERS OR THE CONTRIBUTORS OF INCLUDED SOFTWARE BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY (I) USE, DELAY, OR INABILITY TO USE THE SOFTWARE, (II) LOST REVENUES OR PROFITS, (III) DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL, (IV) LOSS, DISCLOSURE OR CORRUPTION OF DATA OR LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN, (V) FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION OR FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, (VI) SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, (VII) ANY LOSS OR DAMAGE RELATED TO ANY THIRD PARTY SOFTWARE, OR (VIII) FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHICH MAY ARISE FROM THE USE, OPERATION OR MODIFICATION OF THE SOFTWARE AND WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER CAUSE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT IQNOX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You, the Licensee, are solely responsible for any damage caused to IQNOX, its licensors, channel partners, associated service providers and their subcontractors, other users of the product, or any other individual or legal entity as a result of your violation of this Agreement.
YOU HEREBY AGREE TO DEFEND, INDEMNIFY, AND KEEP INDEMNIFIED, IQNOX, ITS LICENSORS, CHANNEL PARTNERS, ASSOCIATED SERVICE PROVIDERS AND THEIR SUBCONTRACTORS, OTHER USERS OF THE PRODUCT, OR ANY OTHER INDIVIDUAL OR LEGAL ENTITY AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES, DAMAGES, AND ALL COSTS (INCLUDING LAWYERS’ FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THIS EULA OR (B) YOUR USE OR MISUSE OF THE PRODUCT. IQNOX reserves the right to take sole responsibility, at its own expense, for conducting the defense of any claim for which You agreed to indemnify IQNOX. The provisions of this Section 9 shall remain in force after termination of this EULA.
10. COMPLIANCE WITH APPLICABLE LAWS; EXPORT CONTROL; ANTI-BRIBERY.
A. Licensee warrants that its use and possession of the Software is and will continue to be in accordance with all international, national, state, regional, and local laws and regulations.
B. Licensee agrees that IQNOX, its employees, and its agents are subject to U.S. export control laws that prohibit or restrict: (i) transactions with certain parties and (ii) the type and level of technologies and services that may be exported from the U.S. Licensee shall comply fully with all Sanctions and Export Control Laws to assure that neither the Software, nor any direct products thereof are: (1) exported, directly or indirectly, in violation of the Sanctions and Export Control Laws or (2) used for any purpose prohibited by Sanctions and Export Control Laws, including without limitation, nuclear, chemical, or biological weapons proliferation. Licensee shall comply with all relevant import and export regulations, including those adopted by the Office of Export Administration of the US Department of Commerce and those applicable to IQNOX and/or Licensee.
C. Each party warrants that in entering into this Agreement, neither party nor any of its officers, employees, agents, representatives, contractors, intermediaries, or any other person or entity acting on its behalf has taken or will take any action, directly or indirectly, that contravenes (i) the United Kingdom Bribery Act 2010, or (ii) the United States Foreign Corrupt Practices Act 1977, or (iii) any other applicable anti-bribery laws or regulations in any part of the world.
D. Licensee acknowledges and agrees that neither the Software nor any of its underlying information or technology may be downloaded or otherwise exported or re-exported: (i) into (or to a national or resident of) Cuba, North Korea, Iran, Sudan, Syria, the Crimea region of Ukraine, or any other country subject to U.S. sanctions applicable to the export or re-export of goods; or (ii) to anyone ordinarily resident in, located in, or organized under the laws of any country or region subject to economic or financial sanctions or trade embargoes imposed, administered, or enforced by the European Union, the United Kingdom, or the United States; (iii) an individual or entity on the Consolidated List of Persons, Groups, and Entities Subject to European Union Financial Sanctions; the U.S. Department of the Treasury’s List of Specially Designated Nationals and Blocked Persons or Foreign Sanctions Evaders List; the U.S. Department of Commerce’s Denied Persons List or Entity List; or any other sanctions or restricted persons lists maintained by the European Union, the United Kingdom, or the United States; or (iv) otherwise the target or subject of any Sanctions and Export Control Laws. Licensee further certifies that it will not, directly or indirectly, export, re- export, transfer, or otherwise make available the Software, or any data, information, software programs and/or materials resulting from the Software (or direct product thereof) to any country, region, or person described in this Section or in violation of, or for purposes prohibited by, Sanctions and Export Control Laws, including for proliferation-related end uses. By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that neither Licensee nor any party that owns or controls or is owed or controlled by Licensee is located in, under the control of, or a national or resident of any such country or on any such list, and Licensee acknowledges that it is responsible to obtain any necessary U.S. Government authorization to ensure compliance with Sanctions and Export Control Laws.
11. GOVERNMENT USE.
A. This Section 11 applies if Licensee is a Government End User, or a prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the U.S. Federal Government. In such case, the terms and conditions of this Section shall pertain to the Government End User’s use and disclosure of the Software and Documentation and shall supersede any conflicting terms or conditions.
B. If Licensee is a Government End User purchasing a Software pursuant to a U.S. Government Contract, Licensee accepts the terms of this Agreement by placing an order for the Software under the applicable U.S. Government Contract, effective as of the date of such order.
C. Notwithstanding any language in this Agreement to the contrary, disputes with the U.S. Federal Government shall be subject to resolution pursuant to the Contract Disputes Act of 1978, as amended. This Agreement does not limit or disclaim any of the warranties specified in a valid Government Contract under Federal Acquisition Regulation 52.212-4(o). In the event of a breach of warranty, the U.S. Federal Government reserves all rights and remedies under the: (i) Government Contract under which it placed an order for the Software, (ii) Federal Acquisition Regulations, and (iii) Contract Disputes Act, 41 USC 7101-7109.
D. The Software and any accompanying Documentation have been developed entirely at private expense and are commercial in nature. The Software and Documentation are “Commercial Items”, as that term is defined in 48 C.F.R. ? 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are defined in 48 C.F.R. ? 252.227-7014(a)(1), (4)-(5), and used in 48 C.F.R. ? 12.212 and 48 C.F.R. ? 227.7202, as applicable. Government End Users acknowledge that the Software and Documentation are licensed only as Commercial Items with only those rights that are granted to all other end users of the Software, according to the terms and conditions contained in this Agreement.
E. Sections 20.I (Governing Law), and 20.K (Dispute Resolution) of this Agreement shall not apply to Government End Users but shall continue to apply to prime contractors and subcontractors of the U.S. Federal Government. All other provisions of this Agreement remain in effect as written.
12. THIRD PARTY SOFTWARE.
Licensee acknowledges that the Software may be distributed alongside certain third party software (“Third Party Software”) or open source software licenses of third parties (“Open Source Components”), which both are provided under separate license terms (the “Third Party Terms”). Information regarding Third Party Software and Open Source Components provided to Licensee by IQNOX is set forth in more detail at https://www.IQNOX.com/eula. Licensee further acknowledges that the provisions of the Third Party Terms will apply to such Third Party Software and Open Source Components in lieu of the terms of this Agreement. No provision of the Third Party Terms gives Licensee any right, title, or interest in the Software. To the extent the provisions of the Third-Party Terms applicable to an Open Source Component prohibit any of the restrictions in this Agreement with respect to such Open Source Component, such restrictions will not apply to the Open Source Component affected by such prohibition. To the extent the provisions of the Third-Party Terms applicable to the Open Source Components require IQNOX to make an offer to provide source code or related information in connection with Open Source Components, such offer is hereby made. Any request for source code or related information should be directed only to opensource@IQNOX.com. Licensee acknowledges receipt of notices for the Open Source Components for the initial delivery of the Software.
13. PORTAL; PASSWORDS.
A. If Licensee is permitted use of the Portal, the Licensee is solely responsible for: (i) all transactions conducted through use of its Portal access credentials, (ii) all changes made to its data or account through use of such credentials, (iii) ensuring that only persons Licensee has authorized to use the credentials have access to them, and (iv) timely payment of fees and charges due and owing for all Software deployed, issued, or provisioned through the Portal using Licensee’s credentials. If Licensee becomes aware of unauthorized access to its account or credentials, Licensee will notify IQNOX immediately at security@IQNOX.com. If IQNOX determines that a security breach has occurred or is likely to occur, it may suspend Licensee’s Portal account and require Licensee to change its passwords and other credentials.
B. Licensee understands that loss of its password or other credential to the Software or the Portal, will result in the loss of access to Licensee’s data and potential inability to use the Software or the Portal. IQNOX shall not have any (i) obligation to keep, maintain, or monitor any password Licensee creates; (ii) liability associated with loss of any password; or (iii) obligation to assist in its recovery. BY CREATING A PASSWORD OR ENCRYPTING DATA, LICENSEE ASSUMES ALL RISK ASSOCIATED WITH LOSS OF THAT PASSWORD AND THE ASSOCIATED DATA.
A. Payment of the Fees specified on the Sales Order or as agreed between Licensee and an authorized reseller of IQNOX, shall entitle Licensee to use the Software for the Term. All Fees payable shall be paid in advance unless otherwise set forth in your executed Sales Order with IQNOX. Licensee will install each new release of the Software delivered to Licensee. After the Term, continued usage shall be subject to the payment by Licensee of the Fees.
B. All Fees are net of applicable taxes. Licensee agrees to pay any tariffs, duties, or taxes imposed or levied by any government or governmental agency including, without limitation, federal, state, and local, sales, use, value added, and personal property taxes upon a presentation of invoices by IQNOX. Any claimed exemption from such tariffs, duties, or taxes must be supported by proper documentary evidence delivered to IQNOX.
C. Any invoice which is unpaid by Licensee when due shall be subject to an interest charge equal to the lower of 1.5% per month or the highest applicable legal rate.
15. TERMINATION AND SUSPENSION.
A. IQNOX shall have the right to terminate this Agreement immediately and, in addition to all other rights of IQNOX, demand all amounts due or that will become due hereunder immediately payable to IQNOX if: (i) Licensor decides to terminate this Agreement for any reason by providing 30 calendar days’ notice, (ii) Licensee fails to pay the Fees to IQNOX in accordance with the agreed payment terms, (iii) if Licensee breaches any term of this Agreement or any other agreement Licensee has entered into with IQNOX, or (iv) if Licensee becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against Licensee (“Events of Default”).
B. If this Agreement or Licensee’s license terminates for any reason, Licensee shall cease all use of the Software. Notwithstanding the foregoing, Licensee’s continued use of the Software will at all times be subject to and governed by this Agreement.
C. Except as expressly set forth herein, all Fees paid or payable are non-cancellable and non-refundable to the maximum extent permitted by law.
D. IQNOX shall have the right to withhold its own performance hereunder including suspending or withholding Licensee’s access to certain functionality of the Software or any access to the Portal until the breach is cured if: (i) Licensee fails to pay the Fees to IQNOX in accordance with the agreed payment terms, (ii) IQNOX reasonably believes Licensee has used the Software in violation of Sections 3 ? 5; (iii) Licensee breaches any term of this Agreement or any other agreement Licensee has entered into with IQNOX, or (iv) Licensee becomes insolvent or if bankruptcy or receivership proceedings are initiated by or against Licensee. IQNOX’s decision to suspend functionality or access is without prejudice to its right to terminate the Agreement for the same cause(s) underlying the suspension.
E. All provisions that by their nature survive termination, shall survive any termination or expiration of this Agreement.
By virtue of the Agreement, Licensee will have access to information that is confidential to IQNOX (“Confidential Information”). Confidential Information includes non-public information that is designated “confidential” or that a reasonable person should understand is confidential. Licensee will protect IQNOX’s Confidential Information from unauthorized dissemination and use with the same degree of care that it uses to protect its own Confidential Information, but in no event less than a reasonable amount of care. Licensee shall only use IQNOX’s Confidential Information in performance of this Agreement. Furthermore, Licensee agrees not to disclose IQNOX’s Confidential Information to any third party other than those set forth in the following sentence. Licensee may disclose IQNOX Confidential Information only to those employees or agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than under this Agreement and who have a genuine need to know. Nothing shall prevent Licensee from disclosing Confidential Information to a governmental entity as required by law, provided however that Licensee shall provide IQNOX with notice (unless otherwise directed by law enforcement authorities) with the intent that IQNOX has an opportunity to seek a protective order, and where no protective order is granted, Licensee shall disclose only the Confidential Information as necessary to comply with the law, rule, regulation, summons, subpoena or order, and will advise the party seeking such Confidential Information of the confidential nature of such information.
A. Delivery. Software is delivered by electronic delivery. Acceptance is deemed to have occurred at the earliest of point of delivery of access codes for electronic delivery.
B. Electronic Transaction; Electronic Communications. The parties agree that this Agreement may be formed, executed, and/or delivered by electronic means, including the use of electronic signatures and/or electronic agents. IQNOX shall be entitled to communicate with Licensee via email or other electronic communications. Licensee consents to these communications and others regarding the Software, new product releases, upgrades, product support, and other information that IQNOX believes may be relevant to use of the Software.
C. Notice. All notices given or served under this Agreement shall be in writing and: (i) personally delivered to the party to be notified, in which instance notice shall be deemed to have been given and received upon actual delivery; (ii) sent by a reputable international overnight commercial courier service (such as FedEx) addressed to the party to be notified, in which instance notice shall be deemed to have been given one (1) business day after deposit with such courier service for delivery; (iii) sent by email, in which instance notice shall be deemed to have been given and received upon actual delivery; or (iv) delivered to the party to be notified by any other means where it can be established that the party to be notified received such notice, in which instance notice shall be deemed to have been given and received upon the date of receipt. IQNOX’s notice address is: IQNOX, LLC, 18848 US Hwy 441, #448, Mount Dora, FL 32757. Either party may change its contact information for notice purposes by giving ten (30) days’ prior written notice to the other party in any manner described above.
D. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without regard to its choice of law provisions.
E. Jurisdiction. The parties irrevocably submit to the jurisdiction of the Circuit Court of the Fifth Judicial Circuit in and for Lake County, Florida, in any action or proceeding arising out of or relating to this Agreement, or the corresponding federal court in the Middle District of Florida.
F. Remedies. IQNOX’s remedies set forth in this Agreement are cumulative and are in addition to, and not in lieu of, all other remedies IQNOX may have at law or in equity, whether under this Agreement or otherwise.
G. Compliance with Laws. Licensee agrees that its use of the Software shall comply with all applicable laws, regulations, rules, and ordinances and that Licensee shall obtain all required governmental licenses, approvals, and permissions relating thereto.
H. Assignment. Licensee may not assign this Agreement nor transfer the Software to any third party without the prior written consent of IQNOX. Subject to, and unless otherwise provided in, this Agreement, each and all of the covenants, terms, and provisions contained herein shall be binding upon, and inure to the benefit of, the permitted successors and assigns of the parties hereto.
I. No Third-Party Beneficiary. No third party is or shall be a beneficiary of this Agreement and no third party shall have the right to enforce this Agreement. This includes, without limitation, a third party from which Licensee purchased the Software, a third party that provides services to Licensee in relation to the Software, or a customer to which Licensee provides services using the Software.
J. Severability. If a court holds that any provision of this Agreement to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.
K. Feedback. Any suggestions, feedback, or proposed modifications to the Software (in any form) provided by Licensee to IQNOX may be freely used by IQNOX without limitation, and any modifications to the Software resulting from such suggestions, feedback or proposed modifications shall be exclusively owned by IQNOX.
L. Protection of Goodwill. Licensee shall take no action which does or is likely to derogate Licensor’s rights in the Intellectual Property or the value of the Intellectual Property, or interfere with, diminish, tarnish, damage, or impair such rights or value, or the quality image and goodwill associated with the Intellectual Property.
M. No Agency. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture between the Parties, create an agency relationship between the Parties, or otherwise grant either Party the authority to act on behalf of the other or to bind the other to any agreement or obligation.
N. Force Majeure. The failure of IQNOX to comply with any provision of this Agreement due to an act of God, pandemic, hurricane, war, fire, riot, earthquake, terrorism, and act of public enemy, actions of governmental authorities (excepting compliance with applicable codes and regulations) or other force majeure event will not be considered a breach of this Agreement.
O. Entire Agreement. This Agreement and all documents and policies referenced herein constitute the entire agreement between the parties relating to the licensing and use of the Software and supersede any other oral or written communications, agreements, or representations with respect to the Software.
P. Construction. This Agreement shall not be construed against either party regardless of who is responsible for its drafting.
Q. Invalidity of Provisions. The unenforceability, for any reason, of any term, condition, covenant, or provision of this Agreement shall neither limit nor impair the operation, enforceability, or validity of any other terms, conditions, provisions, or covenants of this Agreement.
R. Waiver. Failure by either party to enforce any particular term or condition of this License Agreement shall not be construed as a waiver of any of its rights under it. No waiver of any breach of this Agreement shall be a waiver of any other breach and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
S. Good Faith Efforts. The Parties each covenant to use their best efforts in good faith to comply with the provisions of this Agreement.
IQNOX Free Widgets License Agreement
Copyright (c) 2023 IQNOX, LLC, email@example.com, All Rights Reserved.
Permission is hereby granted, free of charge, to any person obtaining a copy of the Widget and associated software documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:
The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.
THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.