This License Agreement enters into force from the moment that the Licensee has accepted the license agreement. The installation of the Software cannot take place until the Licensee has effectively accepted the license agreement.
Amicis Solutions Inc (“Amicis”) hereby grants the person or entity who accepts these Software Use Terms (“Licensee” or “You”) a right to access and use of the Amicis software accessed through the Microsoft AppSource portal (the “Software”) subject to the terms and limitations herein. Your use of the Software following review of these Terms constitutes your acceptance of these Terms. If you do not or cannot accept any of the terms herein you may not use the Software for any purpose.
1. License/Software Use. You shall be granted the right to use the Software and Materials, however, this right is non-exclusive, not transmissible and immediately revocable by Licensor. You shall not make the Software and the Material public and copy and/or otherwise duplicate or modify it. You may not make (or let make) any adjustments in the Software, including, yet not exclusively: removing and/or modifying attentive names indicating intellectual ownership rights, the confidential nature of the Software and/or any other reference to Amicis. Your initial access and use of the Software is for the limited period identified when you register to access the Software (“Trial Period”) and may be subject to specific user login ID, license keys, password and other security requirements determined by Amicis in its sole discretion. The access rights, login, and passwords granted by Amicis are provided exclusively for your use must not be made available for use by any third party. After expiration of the Trial Period, you may access and use the Software for your internal business purposes for so long as you pay your subscription fees. Your access and use rights terminate either (1) on the date of expiration of the Trial Period, or (2) when you no longer have an active subscription, or (3) at any time Amicis determines that you are in breach of these Terms. Amicis has the right to terminate the License Agreement with immediate effect if you breaches one or more of its obligations outlined in this License Agreement. In the event of such an early termination, you shall not be entitled to a refund of any fees or a payment of damages, it shall not affect its right to claim damages because of breaches. In all cases of suspension or termination of the License Agreement, Licensee returns all copies of the Software and the Material in its possession as well as all of its duplications to the address of Licensor or Organization, within one (1) weeks after suspension or termination. Also, Software and Material shall directly be removed from all your properties after suspension or termination of the License Agreement. Possible costs, which come along with the previous action shall be at your expense.
2. INTELLECTUAL PROPERTY. All intellectual property rights including copyright, patent, trademark, and trade secrets in the Software are and remain solely and exclusively with Amicis and its licensors. You shall not make the Software and the Material available to third parties. You shall not transfer nor emit the Software and the Material or any data medium on which it resides, nor shall it transfer or emit the right to use the Software and the Materials, to any third party or grant (restricted) rights on it (sublicense).
3. RESTRICTIONS. Your use of and access to the Software is solely for your own internal business purpose. You may not transfer, assign, relocate, rent or sub-license the Software without prior written consent of Amicis. You may not, nor allow any third party to, download, copy, transmit, transcribe, store in any retrieval system, or translate the Software or any related code or documentation supplied by Amicis, or transfer any source code into any human or computer language. You may not reverse engineer, decompile, disassemble or use other technology or method to gain access to source code and trade secrets of the Software.
4. Your Responsibilities. You are solely responsible for all your data and its use with the Software, including but not limited to the handling, accuracy and validity of all such, any errors in or results attributable to your data, any required data correction or cleansing, compliance with all laws applicable to the storage, hosting, transfer or other uses of data. You are solely responsible for your internal hardware and network infrastructure set-up maintenance, support, systems security including the implementation, maintenance and update of anti-virus protection and other security procedures, related to data backup, storage, Internet and network connectivity, cabling, power supply, and physical environment control.
5. NO WARRANTY. Software and the Material are provided on an `as is` basis. Although the Software and the Material are compounded with great care, Amicis cannot guarantee the Software and/or the Material works flawless and/or are respectively without any omissions. Additionally, Amicis does not guarantee that the Software and the Materials are fit for purpose and/or use. Amicis shall absolutely not conduct any support to the Licensee. For regular support, you must contact Amicis. Amicis accepts absolutely no liability for possible Third Party Software, which is installed by you that is necessary for using the Software.
6. LIMITATION OF LIABILITY. IN NO EVENT WITH AMICIS BE LIABLE OR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF THE SOFTWARE, OR ANY THIRD-PARTY SOFTWARE OR HOSTED SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT AMICIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
7. INDEMNIFICATION. You agree to indemnify and defend Amicis from any loss or damage and for any claim resulting from your use of the Software or any results obtained using the Software.
8. PRIVACY. Amicis processes (personal) data of you, which uses these data for logging and security purposes. Licensee hereby states to have taken knowledge of this and grants Amicis the right to process these data for the purpose as described as above.
9. GOVERNING LAW. This License Agreement will be governed by and construed, interpreted and enforced in accordance with the laws of the state of Georgia, excluding its conflict of laws rules and principles. The parties irrevocably consent to jurisdiction in the federal or state courts located in the state Georgia. Unless differently provided, certain obligations, which because of their nature are intended to last after termination of the License Agreement, remain to be effective after its termination. The termination of the License Agreement explicitly does not dismiss you of the provisions concerning liability, intellectual property, governing rights, and forum choice.