Revised: 1 Julyth, 2019
IMPORTANT -- THIS AGREEMENT ("AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) (“LICENSEE”, “YOU” OR "YOUR") AND INTERACTION SOLUTIONS Proprietary Limited (“INTERACTION SOLUTIONS”). BY USING THE SERVICES AND/OR ANY SOFTWARE HEREIN DESCRIBED, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT TO INTERACTION SOLUTIONS THAT YOU HAVE LEGAL AUTHORITY TO BIND THAT ENTITY.
You are agreeing to use one or more of INTERACTION SOLUTIONS’s premise based software solutions, which may be referred to individually or collectively herein as the "Service(s)", and/or INTERACTION SOLUTIONS’s document management software ("Software"). The Service and the Software may not be error free. Therefore, You are advised to safeguard important data, to use caution and not to rely on the correct functioning or performance of the Service or Software. Although INTERACTION SOLUTIONS will use reasonable efforts to provide technical support (assuming you have paid any applicable fees), it provides no assurance that any specific errors in the Service or Software will be corrected.
Subject to the terms and conditions of this Agreement and depending upon whether during sign-up and/or purchase process you have agreed to use the Service and/or the Software on a subscription basis or to receive a perpetual license to use the Software, INTERACTION SOLUTIONS grants to You:
Except as otherwise specifically permitted in this Agreement, You may not:
Any update to the Software provided to You is made on a license exchange basis such that You agree, as a condition for receiving an update, that You will terminate Your use any previous version of the Software. INTERACTION SOLUTIONS may automatically check the Service and/or Your version of the Software and may automatically update the Service and/or Software from time to time. You agree to accept such updates subject to this Agreement.
You may be required to create an account to participate in the Service and/or use the Software. If You are entering into this Agreement on behalf of an entity, You represent and warrant that the entity will utilize the Services and/or Software under a single account. You agree not to impersonate any person or entity or misrepresent Your identity or affiliation with any person or entity, including using another person's username, password or other account information. You are responsible for the security of Your password and for any use of Your account. You also agree to notify us promptly at firstname.lastname@example.org of any unauthorized use of Your username, password, other account information, or any other breach of security that You become aware of involving or relating to the Service or Software.
If there is a fee associated with your use of the Service or Software, You agree to pay that fee. The fee charged excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. INTERACTION SOLUTIONS may suspend or cancel Your access to the Service or Software if INTERACTION SOLUTIONS does not receive payment from You. Suspension or cancellation for non-payment may result in a loss of access to and use of Your account. To pay any fees, You will be asked to provide a payment method at the time you sign up with INTERACTION SOLUTIONS. You agree to keep your billing account information current at all times. By providing INTERACTION SOLUTIONS with Your payment method, You (a) represent that You are authorized to use the payment method that You provided and that any payment information You provide is true and accurate; and (b) authorize INTERACTION SOLUTIONS to charge You using Your payment method and to charge You for any paid feature that You choose to sign up for or use while this Agreement is in effect. You acknowledge and agree that INTERACTION SOLUTIONS may bill you on a recurring basis for Services that You purchase on a subscription basis. If You take part in any trial offer, You must cancel the Services by the end of the trial period to avoid incurring charges, unless INTERACTION SOLUTIONS notifies You otherwise. INTERACTION SOLUTIONS may change the price it charges for the Services at any time and will notify You in advance of such changes. If You do not agree to the price change, You must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Services offer, that price will remain in force for that term. Unless otherwise provided by law or by a particular Service offer, all purchases are final and non-refundable.
In Your use of the Service or Software, You agree to comply with all applicable laws and regulations. You shall, in connection with Your use of the Service or Software, comply with all applicable import, export and re-export control laws and regulations of any country, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 428/2009 on the control of exports of dual-use items and technology, and country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, including any measures implemented by the U.S. Office of Foreign Assets Control. For clarity, You are solely responsible for compliance related to the manner in which You choose to use the Service or Software, including Your transfer and processing of Your content via the Service or Software.
For U.S. Government users, the Software is a “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable. Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202 1 through 227.7202 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.
You agree that You will not:
You may not access the Service other than through the interfaces provided by INTERACTION SOLUTIONS or interfere with or disrupt the proper operation of the Service.
Subject to Licensee’s payment of the corresponding fees (if any), INTERACTION SOLUTIONS shall provide reasonable technical support. Licensee shall provide INTERACTION SOLUTIONS with such technical information and assistance as INTERACTION SOLUTIONS may reasonably request in order for it to provide support. Subject to Licensee’s payment of the corresponding fees (if any), INTERACTION SOLUTIONS shall provide the Licensee with updates, enhancements and maintenance modifications as they become available.
INTERACTION SOLUTIONS and any of its licensors own all proprietary rights in and to the Service and the Software. The Service and any Software provided to you is licensed and not sold. Except as expressly provided herein, INTERACTION SOLUTIONS retains all rights and does not grant any express or implied right to You under any INTERACTION SOLUTIONS patents, copyrights, trademarks, or trade secret information.
INTERACTION SOLUTIONS may place limits on, modify, suspend or terminate the Service generally, may remove or disable access to any content posted by You in using the Service and may suspend or terminate Your use of the Service or terminate this Agreement at any time, including as a result of Your use of the Service that INTERACTION SOLUTIONS reasonably deems to be excessive, which may include usage that substantially and repeatedly exceeds the typical levels of usage by other users of same category/tier of Service. Notwithstanding anything else in this Agreement, this suspension or termination may result in the immediate deletion of Your documents, information, files, and other previously available content. INTERACTION SOLUTIONS is under no obligation to return any content to you. If INTERACTION SOLUTIONS terminates the Service, Your use of the Service or this Agreement, the rights and licenses granted to You under this Agreement shall immediately terminate (except that You may continue to use any Software as provided in Section 2(ii) in all instances other than termination of this Agreement as a result of Your breach) and You shall immediately cease using the Service. In addition to those provisions that survive according to their terms, Sections 3 through 15 shall continue to be effective after termination of this Agreement. If INTERACTION SOLUTIONS terminates the Service, Your use of the Service or this Agreement, the rights and licenses granted to You under this Agreement shall immediately terminate (except that You may continue to use any Software licensed on a perpetual basis as provided in Section 2 in all instances other than termination of this Agreement as a result of Your breach) and You shall immediately cease using the Service. In addition to those provisions that survive according to their terms, Sections 3 through 15 shall continue to be effective after termination of this Agreement.
INTERACTION SOLUTIONS may change this Agreement and will post the modified agreement (which shall then become the Agreement) on INTERACTION SOLUTIONS’s website. Therefore, INTERACTION SOLUTIONS encourages you to check the terms of this Agreement from time to time to see if they have been updated. If You do not agree to the modified agreement, Your sole recourse is to stop using the Service and/or Software. Your continued use of the Service or Software after the date the modified agreement is posted will constitute Your acceptance of the modified agreement.
During the Term, INTERACTION SOLUTIONS shall defend, indemnify and hold harmless Licensee and its officers, directors, employees, Users, successors and assigns, from and against any and all losses, damages, liabilities, settlements, reasonable costs and expenses resulting from or arising out of any third-party claim, demand, or cause of action which alleges that the Licensed Products infringe any duly issued patent, copyright or trademark or misappropriate any trade secret right of a third party (“Claim”). Licensee shall provide INTERACTION SOLUTIONS with prompt written notice of any Claim and permit INTERACTION SOLUTIONS to control the defense, settlement, adjustment or compromise of such Claim. Licensee shall have no authority to settle any Claim on behalf of INTERACTION SOLUTIONS. In addition, in the event use of the Licensed Products during the Term becomes, or in INTERACTION SOLUTIONS’s reasonable opinion is likely to become, the subject of a claim of infringement as outlined in this Section 10, INTERACTION SOLUTIONS may, at its option and expense: (a) obtain for Licensee the continuing right to use such Licensed Products; or (b) modify the Licensed Products or replace them with a substantially functional equivalent so that they no longer infringe; or (c) if neither (a) nor (b) is reasonably practicable, terminate Licensee’s license to such allegedly infringing Services and/or Software and refund to Licensee any unused pre-paid fees paid to INTERACTION SOLUTIONS, in which case this Agreement and Licensee’s right to use the Services and/or Software will terminate. This Section 10 states INTERACTION SOLUTIONS’s entire liability and Licensee’s exclusive remedy with respect to any claim of intellectual property infringement.
You will defend, indemnify and hold harmless INTERACTION SOLUTIONS, its affiliates, and their respective officers, directors, employees, agents, licensors and any third-party providers, from and against all claims, losses, damages and costs, including reasonable attorneys’ fees, arising from any third-party claim against INTERACTION SOLUTIONS related to Your use of the Service or Software, including any document or content You submit to the Service.
LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICE AND ANY SOFTWARE MAY CONTAIN ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE HEREBY ACCEPTS THE SERVICE AND SOFTWARE, "AS IS" AND WITH ALL FAULTS, DEFECTS AND ERRORS AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF USE, QUALITY, AND PERFORMANCE. NEITHER INTERACTION SOLUTIONS NOR ANY OF INTERACTION SOLUTIONS'S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
LICENSEE AGREES AND ACKNOWLEDGES THAT NEITHER INTERACTION SOLUTIONS NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS OF AN INDIRECT NATURE, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE AND IN NO EVENT SHALL THEY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT OF FEES PAID TO INTERACTION SOLUTIONS BY LICENSEE (IF ANY) UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING SIX MONTHS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION.
THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT IF THE ABOVE LIMITATION WERE NOT INCLUDED HEREIN, INTERACTION SOLUTIONS WOULD NOT LICENSE THE SERVICE OR SOFTWARE TO YOU.
INTERACTION SOLUTIONS is committed to integrity and high standards of business conduct in everything it does, especially in its dealings with its customers, suppliers and contractors. As a result, INTERACTION SOLUTIONS supports and agrees to abide by the following principles:
This Agreement is the entire agreement between You and INTERACTION SOLUTIONS related to the Service and/or Software, replacing any prior agreements. INTERACTION SOLUTIONS's licensors may be third party beneficiaries to this Agreement. There are no other third-party beneficiaries to this Agreement. The parties to this Agreement are independent contractors, and nothing in this Agreement creates an agency, partnership, or joint venture. You shall not assign this Agreement, by operation of law or otherwise. INTERACTION SOLUTIONS may assign this Agreement, subject to all of the terms of this Agreement.
Failure to enforce any provision will not constitute a waiver of that provision. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose and, in any event, the remainder of the Agreement shall be unaffected. The prevailing party in any action or proceeding to enforce its rights hereunder shall be entitled to recover reasonable attorneys’ fees and other reasonable costs incurred in the action or proceedings.
You may only resolve disputes with INTERACTION SOLUTIONS on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
This Agreement shall be governed by Queensland, Australia law without regard to any conflict of laws principles.
Effective: June 12th, 2018
We will only process your personal data in accordance with applicable data protection and privacy laws. For the purpose of UK and European Union (“EU”) data protection legislation, the data controller is INTERACTION SOLUTIONS..
If you require more detailed data about our data handling practices please let us know by going to the “Contact Us” webpage on this Site or contacting us at email@example.com
Updated: 1 July 2019
INTERACTION SOLUTIONS Software, Inc respects the copyright rights of others and has adopted the following procedure regarding the removal of allegedly infringing materials from INTERACTION SOLUTIONS's web sites, consistent with the removal notification and counter-notification provisions of the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws.
The DMCA provides a process for an owner of copyrighted material to notify an online service provider of alleged copyright infringement. Upon receipt of a valid DMCA removal notification (described below), INTERACTION SOLUTIONS will remove or disable access to the allegedly infringing content and take reasonable steps to contact the party that originally posted that content to allow it to file a counter-notification that indicates that it had the right to post the content. Upon receipt of a valid counter-notification (also described below), INTERACTION SOLUTIONS may restore the content in question, unless it receives timely notice from the party that requested removal that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity.
By submitting either a removal notification or a counter-notification as described herein, the submitting party acknowledges and agrees that INTERACTION SOLUTIONS may provide copies of such notices and any information contained therein to the other participants in the dispute or to any other third parties deemed necessary by INTERACTION SOLUTIONS. Please note that federal law provides that any person who knowingly materially misrepresents: (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for damages, including costs and attorneys' fees.
As used in this End User License Agreement ("EULA"), references to "Interaction Player" are to INTERACTION SOLUTIONS Pty Ltd and references to "Licensee" or to "you" are references to the party that has accepted the License to use the Licensed Software in accordance with the Terms and Conditions. Capitalized terms used and not defined in the body of this EULA are defined in Clause 19 below.
YOUR USE OF THE LICENSED SOFTWARE IS CONDITIONED UPON YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS EULA, INCLUDING WITHOUT LIMITATION THE LIMITED WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH HEREIN. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS EULA, DO NOT MAKE ANY USE OF THE LICENSED SOFTWARE. ANY USE BY YOU OF THE LICENSED SOFTWARE, OR ANY PORTION THEREOF, CONSTITUTES YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS EULA.
Subject to the terms and conditions of this EULA, INTERACTION SOLUTIONS hereby grants to Licensee a non-exclusive, non-transferable (except as expressly permitted herein), limited license ("License") to use the Licensed Software in the manner described in the Documentation solely for Licensee's use. For purposes of this EULA, "Licensed Software" means INTERACTION SOLUTIONS’s desktop software application (in object code form) licensed by INTERACTION SOLUTIONS to Licensee with which this EULA is provided and to which it pertains, including the following (as applicable):
1.1 INTERACTION SOLUTIONS-proprietary computer information and software included in the Licensed Software;
1.2 third party-proprietary computer information or software that INTERACTION SOLUTIONS has licensed for inclusion in the Licensed Software;
1.3 written materials or files relating to the Licensed Software (“Documentation”);
1.5 modified versions, updates and additions to the Licensed Software, if any (collectively, “Updates”); and
1.6 copies of the Licensed Software, if any, created by Licensee as permitted hereunder.
Licensee may install one copy of the Licensed Software on a single computer.
Licensee may make one (1) copy of the Licensed Software for backup or archival purposes only. INTERACTION SOLUTIONS's copyright and trademark notices, and the copyright and trademark notices of third parties shall not be removed from such copy, and the Documentation may not be duplicated.
The Licensed Software contains technological measures that are designed to prevent its unlicensed or illegal use. The Licensed Software may contain enforcement technology that limits Licensee's ability to install and uninstall the Licensed Software on a machine to no more than a finite number of times, and for a finite number of machines. The Licensed Software may require activation as explained during installation and in the Documentation. If any such applicable activation procedure(s) is not followed, then the Licensed Software may only operate for a finite period of time. If activation is required, and not completed within the finite period of time set forth in the Documentation and explained during installation, then the Licensed Software will cease to function until activation has been completed, at which time functionality will be restored. If Licensee has any problem with the activation process, Licensee should contact INTERACTION SOLUTIONS customer support.
Except for the Licenses granted herein, there are no other licenses, express or implied, granted to Licensee. Licensee shall not and shall not permit any User to (a) rent, loan or re-license rights to access and/or use the Licensed Software; (b) modify, disassemble, decompile, or reverse engineer software included as part of the Licensed Software; (c) share activation codes; (d) modify, adapt, translate, sublicense, rent or lease all or any portion of the Licensed Software; (e) use the Licensed Software as a hosted application, whether in connection with a facility management, timesharing, service provider, and/or service bureau arrangement or otherwise; (f) create any derivative works of all or any portion of the Licensed Software or Documentation (and any derivative works created in violation of this EULA shall be the sole and exclusive property of INTERACTION SOLUTIONS without waiver or limitation of INTERACTION SOLUTIONS's other rights and remedies with respect to such violation) or (g) use the Licensed Software in any way not expressly provided for in this Agreement. In using the Service, Licensee shall be responsible for all activities that occur under Licensee’s account. Licensee may not use a previous version of the Software after receiving an Enhancement or Upgrade as a replacement to a prior version and Licensee may not use the Licensed Products in the operation of any equipment in which the failure thereof could lead to personal injury, death, or damage to property. Licensee shall not remove or obscure INTERACTION SOLUTIONS's copyright or trademark notices, or the copyright and trademark notices of third parties that INTERACTION SOLUTIONS has included with the Licensed Products. Licensee shall abide by all applicable local, state, national and foreign laws and regulations in connection with its use of the Licensed Products, including all applicable import, export and re-export control laws and regulations of any country, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 428/2009 on the control of exports of dual-use items and technology, and country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, including any measures implemented by the U.S. Office of Foreign Assets Control. Licensee agrees that as between Licensee and INTERACTION SOLUTIONS, Licensee is solely responsible for compliance related to the manner in which Licensee and its Users choose to use the Licensed Products, including Licensee’s and its Users’ transfer and processing of content via the Licensed Products.
If the Licensed Software is an Update to a previous version, Licensee must possess a valid License to the previous version. Any Update provided to Licensee is made on a License exchange basis such that Licensee agrees, as a condition for receiving an Update, that Licensee will terminate all of Licensee's rights to use any previous version of the Licensed Software. However, Licensee may continue to use the previous version only to assist in transitioning to the Updated version. Once an Update has been released, INTERACTION SOLUTIONS may cease support for prior versions, without any notice to Licensee.
INTERACTION SOLUTIONS is not obligated by this EULA to provide Licensee with any technical support services relating to the Licensed Software; however, Licensee may order additional support services for an additional charge as INTERACTION SOLUTIONS may offer from time to time during the term of this EULA.
The Licensed Software, including any and all Updates and any authorized copies thereof that Licensee makes are the intellectual property of, and are owned solely by, INTERACTION SOLUTIONS and by third parties whose intellectual property has been licensed by INTERACTION SOLUTIONS. The structure, organization and code of the Licensed Software are the valuable Confidential Information of INTERACTION SOLUTIONS and such third parties. The Licensed Software is protected by law, including without limitation, the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly provided in this EULA, Licensee is not granted any rights under INTERACTION SOLUTIONS's or its licensors' intellectual property rights in the Licensed Software, and INTERACTION SOLUTIONS and such licensors reserve all rights not expressly granted to Licensee under this EULA.
If the Licensee is a branch or agency of the U.S. Government, Licensee acknowledges and agrees that the Licensed Products and Documentation qualify as "commercial items," as that term is defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in FAR 12.212. Use of the Licensed Products or Documentation by the Government constitutes acceptance of the rights and restrictions in this Agreement.
Licensee agrees that during and after the existence of this Agreement it will hold in strictest confidence, and will not use for any purpose unrelated to its performance of this Agreement or disclose to any third party, any Confidential Information of INTERACTION SOLUTIONS. The term “Confidential Information” shall mean all non-public information, whether business or technical in nature, that INTERACTION SOLUTIONS designates as being confidential, or which under the circumstances of disclosure ought to be treated as confidential and shall include (but is not limited to) information concerning business methods, business plans, new product launches, customer and vendor information, internal policies and procedures and pricing and other financial information. Licensee shall not disclose the terms or conditions of this Agreement without the prior written consent of INTERACTION SOLUTIONS, except (a) as may be required by law or (b) to its employees, contractors or agents who have a specific need to know such information and who are under a written obligation of confidentiality at least as restrictive as that contained in this Section. Notwithstanding the foregoing, information will not be deemed confidential if it (i) was known to Licensee, and such information was acquired through proper methods, prior to its receipt from INTERACTION SOLUTIONS, as evidenced by written records of Licensee; (ii) is now or (through no act or failure on the part of Licensee) later becomes generally known through no breach of this Agreement by Licensee; (iii) is supplied to Licensee by a third party that is free to make that disclosure without restriction; or (iv) is independently developed by Licensee without use of or reference to any Confidential Information provided by the disclosing party. The restrictions on disclosure imposed by this Section shall not apply to information that is required by law or order of a court, administrative agency or other governmental body to be disclosed by Licensee, provided that in each such case Licensee provides INTERACTION SOLUTIONS with prompt written notice of such order or requirement and reasonably assists INTERACTION SOLUTIONS in obtaining a protective order or other appropriate relief.
Each party warrants that it has the full power and authority to enter into this EULA.
INTERACTION SOLUTIONS warrants that any media on which the Licensed Software is distributed shall be free from material defects for a period of thirty (30) calendar days from the date of receipt of the License. If Licensee discovers a defect in the media during this thirty (30) day period, Licensee may return the defective media to INTERACTION SOLUTIONS within ten (10) calendar days of discovering the defect, and Licensee's sole remedy shall be to have the defective media replaced.
The Licensed Software is provided to Licensee “AS IS.” INTERACTION SOLUTIONS, and INTERACTION SOLUTIONS's LICENSORS AND suppliers, make no warranty as to its use or performance. INTERACTION SOLUTIONS, AND INTERACTION SOLUTIONS'S LICENSORS AND SUPPLIERS, MAKE NO REPRESENTATIONS, WARRANTIES, CONDITIONS, OR TERMS (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE OF DEALING, TRADE PRACTICE OR OTHERWISE) AS TO THE LICENSED SOFTWARE, INCLUDING WITHOUT LIMITATION TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR, AND ONLY TO THE EXTENT THAT, ANY SUCH REPRESENTATION, WARRANTY CONDITION OR TERM MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.
The warranties expressly set out in this EULA are the only warranties that each party gives to the other in respect of the subject matter of this EULA. All other Representations, warranties, conditions, or terms (express or implied, whether by statute, common law, custom, usage, COURSE OF DEALING, TRADE PRACTICE or otherwise) AS TO ANY MATTER ARE EXCLUDED OR LIMITED, EXCEPT FOR, AND ONLY TO THE EXTENT, THAT ANY SUCH REPRESENTATION, WARRANTY, CONDITION OR TERM MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. INTERACTION SOLUTIONS EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING THE ABILITY OF THE LICENSED SOFTWARE TO COMPLETELY OR ACCURATELY REDACT CONTENT.
15.1 Licensee shall indemnify, defend and hold harmless INTERACTION SOLUTIONS, INTERACTION SOLUTIONS's suppliers, and their respective affiliates, officers, directors, employees, representatives, and agents from and against all losses, damages, claims, liabilities, costs or expenses of whatever form or nature, including attorney’s fees and other costs, arising out of or related to Licensee's use of the Licensed Software, except to the extent caused by the gross negligence or wilful misconduct of INTERACTION SOLUTIONS or subject to INTERACTION SOLUTIONS's indemnification obligation under Section 15.2 below. INTERACTION SOLUTIONS shall promptly notify Licensee in writing of any such claim; and Licensee shall have the exclusive right to control the defense of such claim, provided that if Licensee does not undertake such defense, or fails to prosecute such defense with reasonable care and diligence, INTERACTION SOLUTIONS at its option may undertake the defense of such claim and Licensee shall be liable for all costs incurred by INTERACTION SOLUTIONS in connection therewith. In no event shall either party settle or compromise any such claim without the other party's prior written approval, provided that (a) no such approval shall be required from a party provided with a complete release of claims and subject to no liability under such settlement or compromise, and (b) INTERACTION SOLUTIONS shall not be required to obtain the prior approval of Licensee if Licensee fails to undertake the defense of such claims hereunder, or fails to prosecute such defense with reasonable care and diligence. INTERACTION SOLUTIONS may, at its own cost and expense, assist in the defense of any such claim and be represented by counsel of its choice, provided that if INTERACTION SOLUTIONS undertakes the defense because Licensee fails to do so or fails to prosecute the defense with reasonable care and diligence, Licensee shall be liable for all costs incurred by INTERACTION SOLUTIONS in connection therewith.
15.2 INTERACTION SOLUTIONS shall indemnify, defend and hold harmless Licensee, its affiliates, and their respective officers, directors, employees, representatives, and agents from and against all losses, damages, or expenses of whatever form or nature, including reasonable attorneys’ fees and other costs, arising out of or related to any third party claim that the Licensed Software violates any patent, copyright or trade secret right of such third party, provided that: (i) Licensee's use of the Licensed Software is in accordance with the terms of this EULA; (ii) INTERACTION SOLUTIONS is promptly notified in writing of any such claim; and (iii) INTERACTION SOLUTIONS shall have the exclusive right to control the defense of such claim. In no event shall Licensee settle or compromise any such claim without INTERACTION SOLUTIONS's prior written approval. Licensee may, at its own cost and expense, assist in the defense of any such claim and be represented by counsel of its choice. In addition, if the Licensed Software becomes, or in INTERACTION SOLUTIONS’s opinion is likely to become, the subject of an infringement claim, INTERACTION SOLUTIONS may, at its option and expense, either: (i) obtain for Licensee the right to continue to use the Licensed Software; or (ii) modify the Licensed Software so that it becomes non-infringing; or (iii) only in the event that options (i) and (ii) above are not commercially reasonable, terminate the License with respect to the infringing components of the Licensed Software without any further obligation to Licensee. This Clause 15.2 states the entire liability of INTERACTION SOLUTIONS with respect to any of the foregoing or any liability for any third party claims of infringement, misappropriation or violation of proprietary rights.
EXCEPT FOR LIABILITY OF LICENSEE ARISING UNDER CLAUSES 5 (RESTRICTIONS/RESERVATION OF RIGHTS), 10 (CONFIDENTIALITY), and 18.2 (GENERAL; RESTRICTIONS ON TRANSFER), IN NO EVENT SHALL EITHER PARTY (OR IN THE CASE OF INTERACTION SOLUTIONS, INTERACTION SOLUTIONS'S LICENSORS OR SUPPLIERS), BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY LOST REVENUE, LOST PROFITS. LOST SAVINGS, LOST BUSINESS OR LOSS OF GOODWILL, EVEN IF ITS REPRESENTATIVE (OR IN THE CASE OF INTERACTION SOLUTIONS, A REPRESENTATIVE OF ONE OR MORE OF INTERACTION SOLUTIONS'S LICENSORS OR SUPPLIERS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.
EXCEPT FOR LIABILITY OF LICENSEE ARISING UNDER CLAUSES 5 (RESTRICTIONS/RESERVATION OF RIGHTS), 10 (CONFIDENTIALITY), and 18.2 (GENERAL; RESTRICTIONS ON TRANSFER) AND THE PARTIES' RESPECTIVE INDEMNIFICATION OBLIGATIONS HEREUNDER, THE AGGREGATE LIABILITY OF INTERACTION SOLUTIONS, AND INTERACTION SOLUTIONS'S LICENSORS AND SUPPLIERS, AND LICENSEE, RESPECTIVELY, UNDER OR IN CONNECTION WITH THIS EULA, SHALL BE LIMITED TO THE ANNUAL CONTRACT VALUE (AS DEFINED IN SECTION 19 BELOW).
INTERACTION SOLUTIONS shall be entitled to terminate this EULA effective immediately upon serving written notice on the Licensee in the following circumstances; if Licensee commits a material breach of any of its obligations under this EULA which is not capable of remedy or if Licensee commits a material breach of any of its obligations under this EULA which is not remedied within fifteen (15) calendar days after receipt of a notice from INTERACTION SOLUTIONS. Termination of this EULA shall not affect any rights, obligations or liabilities of either party which have accrued before termination or which are intended to continue to have effect beyond termination. Without limiting the generality of the foregoing, Clauses 4, 5, 8, 10, 13-16 (inclusive), 17.1.3, 17.1.4, 18 (excluding Clause 18.4) and 19 shall survive any termination of this EULA. Upon termination of this EULA, Licensee shall return to INTERACTION SOLUTIONS all copies of the Licensed Software, or verify in writing that all copies of the Licensed Software have been destroyed.
18.1 Except for the service of process pursuant to court proceedings and except as otherwise expressly agreed by amendment of this EULA, any notices in connection with this EULA from Licensee to INTERACTION SOLUTIONS shall be sent to INTERACTION SOLUTIONS via email to firstname.lastname@example.org, and any notices in connection with this EULA from INTERACTION SOLUTIONS to Licensee shall be sent to Licensee's email address as provided to INTERACTION SOLUTIONS upon registration (including without limitation upon registration with INTERACTION SOLUTIONS for technical support whether as provided in Clause 7 above or otherwise). Except as otherwise agreed, notice shall be deemed to have been given if sent for overnight delivery by an internationally recognized courier requiring a signature evidencing receipt, the next business day, and if sent by registered mail, return receipt requested, five (5) days after the mail is sent. Licensee warrants that any email address provided to INTERACTION SOLUTIONS will be valid, and that Licensee shall notify INTERACTION SOLUTIONS of a new email address if the previous email address becomes invalid.
18.2 Licensee may not, in whole or part, sublicense, assign, transfer, sell or otherwise dispose of the Licensed Software, or any of its any rights or obligations under this EULA, whether by merger, operation of law, assignment, sale or otherwise, without INTERACTION SOLUTIONS’s express prior written consent. This EULA shall be binding upon and inure to the benefit of the permitted successors and assigns of Licensee hereto.
18.3 INTERACTION SOLUTIONS shall be entitled to sub-contract any or all of its obligations under this EULA to a sub-contractor. INTERACTION SOLUTIONS shall also be entitled to assign this EULA to any of its affiliates or to any successor in interest to all or substantially all of its business or assets related to this EULA, in each case whether by merger, operation of law, assignment, purchase or otherwise. This EULA shall be binding upon and inure to the benefit of the successors and assigns of INTERACTION SOLUTIONS hereto.
18.4 INTERACTION SOLUTIONS may use Licensee’s name and logos to identify Licensee as a INTERACTION SOLUTIONS licensee in general marketing materials or otherwise.
18.5 If any provision or part of any provision of this EULA is found to be invalid or unenforceable by any court or other competent body, that provision or part shall be enforced to the maximum extent permissible and such invalidity or unenforceability shall not affect the other provisions (or parts thereof) of this EULA, and such other provisions (and parts thereof) shall remain in full force and effect.
18.6 Neither party shall be liable for any delay or failure in the performance of its obligations under this EULA if such delay or failure is due to an event of Force Majeure.
18.7 If either party fails to exercise a right or remedy that it has or which arises in relation to this EULA, such failure shall not prevent that party from exercising that right or remedy subsequently in respect of that or any other incident.
18.8 A waiver of any breach of provision of this EULA shall only be effective if it is made in writing and signed on behalf of the party who is waiving the breach of provision. Any waiver of a breach of any provision of this EULA shall not be deemed a waiver of any subsequent breach and shall not affect the enforceability of any other provision of this EULA.
18.9 This EULA and all matters arising out of it shall be governed by, and construed in accordance with, the laws of Queensland, Australia and shall have exclusive jurisdiction over any claim or matter which may arise out of or in connection with this EULA, and each party hereby consents to such jurisdiction and waives any objection to venue in such courts. Notwithstanding the foregoing, each party shall have the right to institute judicial proceedings against the other party or anyone acting by, through or under such other party, in any court of competent jurisdiction in order to enforce the instituting party’s rights hereunder through specific performance, injunction or other equitable relief.
18.10 Modifications of or amendments to this EULA may be made by INTERACTION SOLUTIONS at any time by posting a modified version of this EULA reflecting such amendments on www.goINTERACTION SOLUTIONS.com including without limitation where such amendment is: (i) required by law, regulation or court order (or is made in anticipation of an impending change in applicable law or regulation), or (ii) made in the ordinary course of INTERACTION SOLUTIONS’s business, applicable to substantially all of INTERACTION SOLUTIONS's licensees located in the Licensee's jurisdiction that have agreed to terms similar to those set out in this EULA. Licensee may terminate this EULA by ceasing all use of the Licensed Software and returning to INTERACTION SOLUTIONS or destroying all copies of the Licensed Software if Licensee does not agree with the amendment. The amendment shall be deemed accepted by Licensee if Licensee does not terminate this EULA.
18.11 This EULA sets out all of the terms agreed between the parties relating to the subject matter of this EULA, and this EULA supersedes any and all prior and contemporaneous representations, discussions, undertakings, communications, arrangements advertisements and understandings relating to its subject matter. Neither of the parties shall be bound by, or liable to the other party for, any representation, undertaking or inducement (other than fraudulent misrepresentations) made by it or by any agent or person acting on its behalf which is not expressly contained in this EULA.
18.12 The parties hereby agree that nothing in this EULA shall be construed as creating a right which is enforceable by any person who is not a party to this EULA or a permitted assignee of such a party.
18.13 In this EULA:
18.13.1 any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time;
18.13.2 except for the reference contained in Clause 10 of this EULA, references to Clauses are to the clauses of this EULA;
18.13.3 the singular includes the plural and vice versa;
18.13.4 the headings are for ease of reference only and shall not affect the construction or interpretation of this EULA;
18.13.5 where any matter is to be agreed, such agreement shall be recorded in writing; and
18.13.6 wherever the words “including”, “include”, “includes” or “included” are used, they shall be deemed to be followed by the words “without limitation” unless the context otherwise requires.
“Annual Contract Value” means the actual amounts paid or payable by Licensee under this EULA (excluding all applicable taxes) in the Contract Year in which any claim arises;
“Contract Year” means the twelve calendar month period beginning on the Effective Date and each anniversary thereof;
“Documentation” means INTERACTION SOLUTIONS’s then-current instructions, user manuals, training materials and other materials in written or electronic form generally made available to its licensees relating to the Licensed Products.
“Effective Date” means the date of Licensee's receipt of the License;
“Force Majeure” means any act of government or state, civil commotion, epidemic, fire, flood, industrial action or organised protests by third parties, natural disaster, war, act of terrorism, services provided by third parties, or event beyond the reasonable control of the party claiming to be excused from performance of its obligations;
“Term” means the period commencing with the Effective Date (the first day of the first Contract Year) and ending on the Termination Date;
“Termination Date” means the effective date of termination of this EULA pursuant to Clause 17; and
“Terms and Conditions” means the terms and conditions of this EULA, as amended from time to time as provided for herein.