This EULA applies to all United States federal government users
who have acquired the software through the GSA Multiple Award Schedule.
For all other users, our standard EULA applies
STANDARD END-USER LICENSE AGREEMENT FOR INTENSITY ANALYTICS SOFTWARE
IMPORTANT READ CAREFULLY: This Commercial Supplier and SaaS End User License Agreement (“EULA”) is between the Customer, identified in the Purchase Order, Annex, Statement of Work, or similar document, having its principal place of business as set forth in said document, and the GSA Multiple Award Schedule (“MAS”) Contractor acting on behalf of Intensity Analytics Corporation, (“IA” or “Company” or “Supplier”) with its principal place of business at PO Box 491, Warrenton, Virginia 20188-0491 , USA. This Agreement governs the Customer’s use of the Supplier software, which includes computer software and may include associated media, printed materials, "online" or electronic documentation, and Internet-based services ("Software"). “You” or “Customer” or “Licensee” means the Government Customer (Agency) who, under GSA Schedule Contracts, is the “Ordering Activity” which is defined as “an entity authorized to order under GSA Schedule Contracts” as defined in GSA Order OGP 4800.2I, and as may be amended from time to time. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.
1. GRANT OF LICENSE.
IA grants you the following rights provided that you comply with all terms and conditions of this EULA:
1.1 Installation and use. You may install, use, access, display and run one copy of the Software on a single computer per purchased license, such as a workstation, server, terminal or other device ("Workstation Computer"). A single backup copy of the Software per purchased license is permitted. One Offline Server installation of the Software per purchased license is permitted. An Offline Server is a computer device that is unavailable for any use or access, other than in the event that a similar, redundant Server computer device that is normally available fails completely, and is itself unavailable for any use or access, in which case the Offline Server will be made available to replace the same functionality. Once the Server is restored, the Offline Server must be returned to an unavailable condition, so that only a single installation per purchased license is available at any one time.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
2.1 Internet-Based Services Components. The Software contains components that enable and facilitate the use of certain Internet-based services (“Services”). For licensees who have not purchased a copy of the Services for their own use, and rely on IA-provided Services, you acknowledge and agree that IA may automatically check the version of the Software and/or its components that you are utilizing and may provide upgrades or fixes to the Software that may be automatically downloaded to your Workstation Computer, provided such is permitted by local access controls and policies. Commercial licensees may disable the Internet-Based Services Components feature for their purchased licenses.
3. RESERVATION OF RIGHTS AND OWNERSHIP.
IA reserves all rights not expressly granted to you in this EULA. The Software and Services are protected by copyright and other intellectual property laws and treaties. IA or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold.
4. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.
You may not reverse engineer, decompile, or disassemble the Software or Services, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
5. CONSENT TO USE OF DATA.
You agree that IA and its affiliates may collect usage and performance data for the sole purpose of managing performance, reliability and scalability of the Software and Services. IA may use this information, when aggregated with other Customers' similar data, to improve our products or to provide customized data services or technologies to our customers.
6. SERVICE PROVISIONING.
6.1 IA may work with Subsidiaries and Affiliates around the world and sometimes, these companies may provide the Software and Services to you on behalf of IA. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Software and Services to you.
6.2 IA is constantly innovating in order to provide the best possible experience for its clients. You acknowledge and agree that the form and nature of the Software and Services which IA provides may change from time to time without prior notice to you. Such changes may arise from updates, modifications, and improvements to the Software that IA determines are required to achieve improved functionality or for design improvements. Customer acknowledges that such development changes may necessitate changes to, or elimination of certain features provided that any such changes do not result in material degradation of the service under contract.
7. USE OF THE SOFTWARE AND SERVICES.
7.1 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
7.2 You agree that you will not engage in any activity that interferes with or disrupts the Software and Services (or the servers and networks which are connected to the Services).
7.3 Unless you have been specifically permitted to do so in a separate agreement with IA, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Software and Services for any purpose.
7.4 You agree that you are solely responsible for (and that IA has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which IA may suffer) of any such breach.
8. ENTERPRISE USE.
If you are a business entity, then the individual accepting on behalf of the entity (for the avoidance of doubt, for business entities, in these Terms, "you" means the entity) represents and warrants that he or she has the authority to act on your behalf, that you represent that you are duly authorized to do business in the country or countries where you operate, and that your employees, officers, representatives, and other agents accessing the Software and Services are duly authorized to access IA’s products and to legally bind you to these Terms.
9. ADDITIONAL SOFTWARE/SERVICES.
From time to time, IA may offer the Customer updates, supplements, add-on component, or Internet-based service components which may necessitate changes to this EULA, provided that such changes must be agreed to by the Government CO prior to implementation.
To use Software identified as an upgrade, you must first be licensed for the software identified by IA as eligible for the upgrade. After upgrading, you may no longer use the software that formed the basis for your upgrade eligibility.
11. NOT FOR RESALE SOFTWARE.
Software identified as "Not for Resale" or "NFR," may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.
12. EXPORT RESTRICTIONS.
You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
13. LIMITED WARRANTY FOR SOFTWARE ACQUIRED IN THE US AND CANADA.
IA warrants that the Software will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt. If an implied warranty or condition is created by your state /jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY-DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety-day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.
LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by IA, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet IA’s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 17 ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. Some states /jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction.
YOUR EXCLUSIVE REMEDY. IA’s and its suppliers' entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at IA’s option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty and that is returned to IA with a copy of your receipt. You will receive the remedy elected by IA without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software to IA). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and IA will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with IA’s warranty remedy procedures. Outside the United States or Canada, neither these remedies nor any product support services offered by IA are available without proof of purchase from an authorized international source. To exercise your remedy, contact: IA, PO Box 491, Warrenton, Virginia 20188-4091, or the IA subsidiary serving your country.
14. DISCLAIMER OF WARRANTIES.
The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, IA and its suppliers provide the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
IA NEITHER OFFERS NOR MAKES ANY WARRANTY OF QUALITY, MERCHANTABILITY NOR FITNESS FOR A SPECIFIC PURPOSE CONCERNING ITS SOFTWARE. LICENSOR ACKNOWLEDGES THAT THE PERFORMANCE OF IA’S SOFTWARE IS SUBJECT TO MANY OPERATIONAL CONDITIONS, END-USER CHOICES AND USAGE, IMPLEMENTATION AND/OR DEPLOYMENT WHICH ARE BEYOND IA’S CONTROL, AND THEREFORE LICENSOR ACCEPTS THE PERFORMANCE "AS-IS."
15. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF IA OR ANY SUPPLIER, AND EVEN IF IA OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. LIMITATION OF LIABILITY AND REMEDIES.
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of IA and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by IA with respect to any breach of the Limited Warranty) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software or US$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 15, 16 and 17) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL BE DEEMED TO IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF, OR RELATED TO, THIS AGREEMENT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31. U.S.C. §§ 3729-3733.
17. U.S. GOVERNMENT LICENSE RIGHTS.
All Software provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All Software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227 -14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
18. APPLICABLE LAW.
This agreement is subject to the Contracts Disputes Act of 1978 (41. U.S.C §§ 7101-7109) and Federal Tort Claims Act (28 U.S.C. §1346(b)). The validity, interpretation and enforcement of agreement will be governed by and construed in accordance with the federal laws of the United States.
19. ENTIRE AGREEMENT; SEVERABILITY.
This EULA (including any addendum or amendment to this EULA which is included with the Software) and the MAS represents the entire agreement between you and IA relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA, except for previously-executed Non-Disclosure Agreements. To the extent the terms of any IA policies or programs for support services conflict with the terms of this EULA or the MAS, the terms of this EULA and the MAS shall control. In the event of a conflict between the EULA and the MAS, the MAS shall prevail.
If and to the extent any provision of this EULA is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision will be deemed null and void and severed from this Agreement, and the remainder hereof will remain in full force and effect. No term or provision in this EULA will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. No modifications or amendments to this EULA will be binding upon IA unless made in writing and duly executed by you and an authorized representative of IA.
You understand that IA Products may be incorporated into, and may incorporate itself into, software and other technology owned and controlled by third parties. This EULA remains effective given any such incorporation. Any and all other third-party software or technology that may be distributed together with the IA Products (as bundled third party software) may be subject to you explicitly accepting a license agreement with that third party. IA’s licensors shall be a direct and intended third party beneficiary of this EULA.