TeamOrgChart Starter Edition EULA
This license supersedes any license contained within the software
END-USER LICENSE AGREEMENT FOR THE TEAMIMPROVER TEAMORGCHART STARTER EDITION
IMPORTANT- READ CAREFULLY BEFORE INSTALLING THE SOFTWARE.
This End User License Agreement (this "EULA") contains the terms and conditions regarding your use of the SOFTWARE (as defined below) and material limitations to your rights in that regard. You should read this EULA carefully.
By installing the TEAMORGCHART STARTER EDITION software (hereinafter the "SOFTWARE"), you are accepting the following EULA.
I. THIS EULA.
1. Software Covered by this EULA. This EULA governs your use of the TeamImprover.Com Ltd ("TEAMIMPROVER") SOFTWARE enclosed either as part of a SOFTWARE installer or otherwise accompanied herewith. The term "SOFTWARE" includes, to the extent provided by TEAMIMPROVER: 1) any revisions, updates and/or upgrades thereto; 2) any data, image or executable files, databases, data engines, computer software, or similar items customarily used or distributed with computer software products; 3) anything in any form whatsoever intended to be used with or in conjunction with the SOFTWARE; and 4) any associated media, documentation (including physical, electronic and online) and printed materials (the "Documentation").
2. This EULA is a legal agreement between you and TEAMIMPROVER. If you are acting as an agent of a company or another legal person, such as an officer or other employee acting for your employer, then "you" and "your" mean your principal, the entity or other legal person for whom you are acting. However, importantly, even if you are acting as an agent for another, you may still be personally liable for violation of laws such as copyright infringement.
This EULA is a legal agreement between you and TEAMIMPROVER. You intend to be legally bound to this EULA to the same extent as if TEAMIMPROVER and you physically signed this EULA. By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by the terms and conditions contained in this EULA. If you do not agree to all of the terms and conditions contained in this EULA, you may not install or use the SOFTWARE. If you have already installed or begun to install the SOFTWARE you should cancel any install in progress and uninstall the SOFTWARE. If you do not agree to all of these terms and conditions, then you must promptly return the uninstalled SOFTWARE to the place from which you purchased it in accordance with the return policies of that place.
II. GRANT OF LICENSE
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.
The SOFTWARE PRODUCT is licensed as follows: TEAMIMPROVER grants you the right to install and use the SOFTWARE PRODUCT on DEVELOPMENT, TEST, PRODUCTION and DISASTER RECOVERY servers within your organisation. You may also backup the SOFTWARE PRODUCT as may be necessary for archival or disaster recovery purposes.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. (a) Maintenance of Copyright Notices. You must not remove or alter any copyright notices on any and all copies of the SOFTWARE PRODUCT. (b) Distribution. You may not distribute registered copies of the SOFTWARE PRODUCT to third parties. Evaluation versions available for download from TEAMIMPROVER websites may be freely distributed. (c) 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 such activity is expressly permitted by applicable law notwithstanding this limitation. (d) Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT. (e) Support Services. TEAMIMPROVER may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). 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 EULA. (f) Compliance with Applicable Laws. You must comply with all applicable laws regarding use of the SOFTWARE PRODUCT.
4. License Serial Number. Upon purchase of the SOFTWARE a unique license serial number (the "Serial Number") is provided by TEAMIMPROVER either electronically or via the delivery channel. The Serial number provides a means to identify the SOFTWARE. The Serial Number is subject to the restrictions set forth in this EULA and may not be disclosed or distributed either with your Developed Software or in any other way. The disclosure or distribution of the Serial Number shall constitute a breach of this EULA, the effect of which shall be the automatic termination and revocation of all the rights granted herein.
5. Updates/Upgrades. Subject to the terms and conditions of this EULA, the Licenses are perpetual. Updates and upgrades to the SOFTWARE may be provided by TEAMIMPROVER at their discretion at timely intervals though TEAMIMPROVER does not commit to providing such updates or upgrades, and, if so provided by TEAMIMPROVER, are provided upon the terms and conditions offered at that time by TEAMIMPROVER.
6. Evaluation or Beta Copy. If you are using an "evaluation copy", "Beta" copy or similar version, specifically designated as such by TEAMIMPROVER on its website or otherwise, then the Licenses are limited as follows: a) you are granted a license to use the SOFTWARE for a period of fifty (50) days counted from the day of installation (the "Evaluation Period"); b) upon completion of the Evaluation Period, you shall either i) delete the SOFTWARE from the computer containing the installation, or you may ii) contact TEAMIMPROVER or one of its authorized dealers to purchase a license of the SOFTWARE, which is subject to the terms and limitations contained herein; and c) any Developed Software developed with an evaluation or Beta copy may not be distributed or used for any commercial purpose.
III. INTELLECTUAL PROPERTY.
1. Copyright. You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any images, photographs, code examples and text incorporated into the SOFTWARE), and any copies of the SOFTWARE, and any copyrights and other intellectual properties therein or related thereto are owned exclusively by TEAMIMPROVER, except to the limited extent that TEAMIMPROVER may be the rightful license holder of certain third-party technologies incorporated into the SOFTWARE. The SOFTWARE is protected by copyright laws and international treaty provisions. The SOFTWARE is licensed to you, not sold to you. TEAMIMPROVER reserves all rights not otherwise expressly and specifically granted to you in this EULA.
2. Backups. You may store the SOFTWARE for backup or archival purposes.
3. General Limitations. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that applicable law expressly permits such activity notwithstanding this limitation.
4. Software Transfers. You may not rent or lease the SOFTWARE. You may transfer the SOFTWARE PRODUCT to another organisation, provided that it is completely removed from your organisation in doing so you permanently transfer all of your rights under the EULA. TEAMIMPROVER should be notified in writing of license transfers where the company of the recipient is different to that of the original licensee. If the SOFTWARE is an update or upgrade, any transfer must include all prior versions of the SOFTWARE.
5. Termination. Without prejudice to any other rights it may have, TEAMIMPROVER may terminate this EULA and the Licenses if you fail to comply with the terms and conditions contained herein. In such an event, you must destroy all copies of the SOFTWARE and all of its component parts.
IV. DISCLAIMER and WARRANTIES
1. Disclaimer TEAMIMPROVER's entire liability and your exclusive remedy under this EULA shall be, at TEAMIMPROVER's sole option, either (a) return of the price paid for the SOFTWARE; (b) repair the SOFTWARE through updates distributed online. TEAMIMPROVER cannot and does not guarantee that any functions contained in the Software will meet your requirements, or that its operations will be error free. The entire risk as to the Software performance or quality, or both, is solely with the user and not TEAMIMPROVER. You assume responsibility for the selection of the component to achieve your intended results, and for the installation, use, and results obtained from the SOFTWARE.
2. Warranty. TEAMIMPROVER makes no warranty, to the maximum extent permitted by law, either implied or expressed, including with-out limitation any warranty with respect to this Software documented here, its quality, performance, or fitness for a particular purpose. In no event shall TEAMIMPROVER be liable to you for damages, whether direct or indirect, incidental, special, or consequential arising out the use of or any defect in the Software, even if TEAMIMPROVER has been advised of the possibility of such damages, or for any claim by any other party. All other warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, are expressly excluded.
1. This is the Entire Agreement. This EULA (including any addendum or amendment to this EULA included with the SOFTWARE) is the final, complete and exclusive statement of the entire agreement between you and TEAMIMPROVER relating to the SOFTWARE. This EULA supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of this EULA, whether oral or written. No terms or conditions, other than those contained in this EULA, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing executed between the parties, or by other non-oral manner of agreement whereby the parties objectively and definitively act in a manner to be bound (such as by continuing with an installation of the SOFTWARE, "clicking-through" a questionnaire, etc.) Employees, agents and other representatives of TEAMIMPROVER are not permitted to orally modify this EULA.
2. You Indemnify TEAMIMPROVER. You agree to indemnify, hold harmless, and defend TEAMIMPROVER and its suppliers and resellers from and against any and all claims or lawsuits, including attorney's fees that arise or result from this EULA.
3. Interpretation of this EULA. If for any reason a court of competent jurisdiction finds any provision of this EULA, or any portion thereof, to be unenforceable, that provision of this EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. Formatives of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision. Except as otherwise required or superseded by law, this EULA is governed by the laws of the England and Wales.