- This INET Inc. (“iParq”) User Agreement is a legal agreement between you (Subscriber Group, an individual or a single entity) and iParq for the iParq software product(s) identified above which may include associated software components, media, printed materials, patents, copyrights, trademarks, other intellectual property, and “online” or electronic documentation (“Software Product”). By using the Software Product, you agree to be bound by the terms of this User Agreement.
- Compliance with Laws. You will use the Service and Documentation, and upload data into the Service, in compliance with all applicable laws and regulations. Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the Software Product. The Software Product is licensed, not sold. The Software Product is licensed as follows:
- License to Use the Service. Subject to the terms and conditions of this User Agreement, Company grants to you a limited, worldwide, non-exclusive, non-transferable (except as permitted in Section 11.4) license during the term of this Agreement to use the Service over the World Wide Web via a standard browser solely in connection with its internal business operations. Your license to use the Service is subject to the Scope Limitations and contingent upon compliance with the Scope Limitations and this Agreement. iParq provides Software As A Service (SAAS) to all of its Clients. Pursuant to this contract, you will be one of those Clients. For the duration of the contract iParq will grant you and its users the right to use iParq SAAS software and services pursuant to iParq’s published standard User Agreement. iParq will provide you electronic or web based user access to its software and systems. All users will agree to create their own iParq account using the then current system webpages. As a condition to using the iParq system, each user will fill out their information electronically, provide payment information as necessary, and will accept the current terms of service before iParq will grant them access to the system. All users will continue to be governed by this user agreement and any update as iParq or you may require. This standard agreement governs all iParq users and reserves the data and confidentiality rights to each iParq Client individually. No iParq client will have any rights to any other client or your data therefore you will have no rights to other iParq Client or your data.
- Use Restrictions. Company reserves all rights not expressly granted to you. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize third parties to: (a) rent, lease, or, except as explicitly set forth in Section 2.5, otherwise permit third parties to use the Service, Computer Software or Documentation; (b) use the Service to provide services to third parties (e.g., as a service bureau); (c) circumvent or disable any security or other technological features or measures of the Service, or attempt to probe, scan or test the vulnerability of a network and or system or to breach security or authentication measures; (d) upload or provide for processing any information or materials that are defamatory, offensive or abusive or of an obscene or menacing character or violate privacy or intellectual property rights; (e) use the Service to harm, threaten or harass another person or organization; or (f) send, store or distribute any viruses, worms, Trojan horses, or other malware component harmful to a network or system. You will not copy, reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any Service software or Computer Software, or provide, disclose or make any Service or Computer Software available to any third party. You are not authorized to make any copy of Service software. You will neither alter nor remove any trademark, copyright notice or other proprietary rights notices that may appear on any part of the Documentation or any Computer Software and will include all such notices on any copies. You will ensure that its Affiliates, the Permitted Third Parties and the Authorized Users comply with your applicable obligations of under this Agreement and will be directly responsible to Company for their conduct and any breach of this Agreement by them.
- Authorized Users Only. This Agreement restricts the use of the Service to those specified employees of you and Permitted Third Parties for which you have created unique user names and passwords (each, an “Authorized User”), up to the number of users specified on the Service Agreement Proposal. Authorized Users must not provide or make available their user names or passwords to any other person. An Authorized User account is not permitted to be shared among users. Additional Authorized Users may be added by paying the applicable fees to Company at Company’s then-current rate or as otherwise specified on the Service Agreement Proposal. The term for additional Authorized Users will be coterminous with (and the pricing prorated for) the expiration of the then-current term of this Agreement. The Authorized Users who are employees of Permitted Third Parties may access and use the Service solely to perform the Permitted Third Party’s contractual obligations to you. Company may from time-to-time request from you a list of all Authorized Users, including their employer information and, if not employed by you, whether the employer is an Affiliate or Permitted Third Party. You will provide this list to Company within a reasonable period of time after Company’s request.
- Protection against Unauthorized Use. You will ensure that Permitted Third Parties and Authorized Users, use reasonable efforts to prevent any unauthorized use of the Service and Documentation, and you will immediately notify Company in writing of any unauthorized use that comes to your attention. If there is unauthorized use by anyone who obtained access to the Service, Computer Software or Documentation directly or indirectly through you, a Permitted Third Party or an Authorized User, you will take all steps reasonably necessary to terminate the unauthorized use. You will cooperate and assist with any actions taken by Company to prevent or terminate unauthorized use of the Service, Computer Software or Documentation.
- License to Use the Documentation. Subject to the terms and conditions of this Agreement, Company grants to you a limited, worldwide, non-exclusive, non-transferable license during the term of this Agreement to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with use of the Service in accordance with this Agreement.
- Backup Copies. You may make not any copies of the Software Product.
- Certain software components of the Software Product are subject to the following additional provisions: All restrictions, licenses, and provisions of the components of the Software Product as specified in any license agreement under which iParq is bound.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
- Maintenance of Copyright Notices. You must not remove or alter any copyright notices on all copies of the Software Product.
- You may not distribute copies of the Software Product to third parties.
- Prohibition on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the Software Product, except and only to the extent that applicable law notwithstanding this limitation expressly permits such activity.
- You may not rent, lease, or lend the Software Product.
- You may permanently transfer all of your rights under this User Agreement, provided the recipient agrees to the terms of this User Agreement and iParq so agrees in writing.
- Support Services. iParq may provide you with support services related to the Software Product (“Support Services”). Use of Support Services is governed by the iParq polices and programs described in the user manual, in “on line” documentation and/or other iParq-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software Product and subject to the terms and conditions of this User Agreement. With respect to technical information you provide to iParq as part of the Support Services, iParq may use such information for its business purposes, including for product support and development. iParq will not utilize such technical information in a form that personally identifies you.
- Compliance with Applicable Laws. You must comply with all applicable laws regarding use of the Software Product.
- Without prejudice to any other rights, iParq may terminate this User Agreement if you fail to comply with the terms and conditions of this User Agreement. In such event, you must destroy all copies of the Software Product.
- All title, including but not limited to copyrights, patents, trademarks and other intellectual property, in and to the Software Product and any copies thereof are owned by iParq or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the Software Product is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This User Agreement grants you no rights to use such content. All rights not expressly granted are reserved by iParq.
U.S. GOVERNMENT RESTRICTED RIGHTS
- All Software Product provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All Software Product 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 FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
- You agree that you will not export or re-export the Software Product, any part thereof, or any process or service that is the direct product of the Software Product (the foregoing collectively referred to as the “Restricted Components”), to any country, person or entity subject to U.S. export restrictions. You specifically agree not to export or re-export any of the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which currently include, but are not necessarily limited to Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria, or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; (ii) to any person or entity who you know or have reason to know will utilize the Restricted Components in the design, development or production of nuclear, chemical or biological 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. You warrant and represent that neither the U.S. Commerce Department, Bureau of Export Administration nor any other U.S. federal agency has suspended, revoked or denied your export privileges.
NOTE ON JAVA SUPPORT
- The Software Product may contain support for programs written in Java. Java technology is not fault tolerant and is not designed, manufactured, or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance.
- To the maximum extent permitted by applicable law, iParq and its suppliers provide the Software Product and any (if any) Support Services related to the Software Product “As-Is and With All Faults”, and hereby disclaim all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Software Product, and the provision of or failure to provide Support Services. Also, there is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description, or non-infringement, with regard to the Software Product.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES
- To the maximum extent permitted by applicable law, in no event shall iParq or its suppliers be liable for any special, incidental, 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 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 product, the provision of or failure to provide support services, or otherwise under or in connection with any provision of this User Agreement, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of iParq or any supplier, and even if iParq or any supplier has been advised of the possibility of such damages.
LIMITATION OF LIABILITY
- Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of iParq and any of its suppliers under any provision of this User Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Software Product. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
- If you acquired this Software Product in the United States, the laws of the State of California govern this User Agreement. If you acquired this Software Product in Canada, unless expressly prohibited by local law, this User Agreement is governed by the laws in force in the Province of Ontario, Canada; and, in respect of any dispute, which may arise hereunder, you consent to the jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. If this Software Product was acquired outside the United States, then local law may apply.
Should you have any questions concerning this USER AGREEMENT, or if you desire to contact IPARQ for any reason, please email your request to iParq at clientservices@iParq.com.