IMPORTANT - READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Innovative Cyber Solutions, Inc. for the Licensed Software covered by this EULA, which includes computer software and may include associated media, "online" or electronic documentation, and Internet-based services ("Software"). 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. Innovative Cyber Solutions, Inc. grants you the following rights provided that you comply with all terms and conditions of this EULA.
1.1. Evaluation License:
Innovative Cyber Solutions, Inc. grants to you a non-exclusive, non-transferable, Evaluation License for trial and evaluation of the Licensed Software, in binary object code form, for a period of thirty (30) days from the date of download or installation. This License begins upon downloading, installing, or using the Licensed Software and ends thirty (30) days thereafter ("Evaluation Period").
If you are not willing to use the Licensed Software, either the Free Version, Paid Version or Subscription Version after the Evaluation Period, Licensee agrees to remove downloaded software from Licensee's computer and immediately discontinue use. You are forbidden from using the Licensed Software for any other use or otherwise offering it for resale under the terms of this EULA. Innovative Cyber Solutions, Inc. retains all rights not specifically granted to you herein.
1.2. Commercial License:
(a) Free Version: Where applicable, if you choose to use the self-host download Free Version beyond the Evaluation Period, the Licensed Software allows you to create/manage one Support Rep and unlimited Accounts/Contacts. Innovative Cyber Solutions, Inc. grants you a non-exclusive, non-transferable, world-wide license to use the Licensed Software for no cost in perpetuity.
(b) Self-Host Download Version: As part of your choosing to license a paid Self-Host Download Version, Innovative Cyber Solutions, Inc. grants you a fee-bearing, non-exclusive, non-transferable, world-wide single installation license to use the Licensed Software including user documentation that you have downloaded from or received on media provided by Innovative Cyber Solutions, Inc., including all updates, where applicable, provided that such access and use of the Licensed Software is in accordance with this EULA. "Use" means storing, locating, installing, executing or displaying the Licensed Software. "Single Installation" means that one copy of the Licensed Software can be installed only as a single instance in one server.
(c) Hosted Subscription Version: As part of your choosing to license a paid Hosted Subscription Version, Innovative Cyber Solutions, Inc. grants you a fee-bearing, non-exclusive, non-transferable, world-wide license to use the Licensed Software including user documentation provided by Innovative Cyber Solutions, Inc., including all updates, where applicable, provided that such access and use of the Licensed Software is in accordance with this EULA. "Use" means activating and executing the Licensed Software.
Under the Subscription License, the Licensed Software is licensed only for the intended duration. If the Licensee does not renew the Subscription beyond the duration, Licensee agrees to stop using the software.
To continue using the Licensed Software beyond the subscribed duration, you must renew your license at least 10 days before the expiry of the term. As part of the Subscription License, all Updates, Upgrades, and e-mail support for problems will be provided to you at no additional cost during the intended period.
2. Third Party Products:
The Licensed Software may contain software which originated with third party vendors and without limiting the general applicability of the other provisions of this EULA, you agree that (a) the title to any third party software incorporated in the Licensed Software shall remain with the third party which supplied the same; and (b) you will not distribute any such third party software available with the Licensed Software, unless the license terms of such third party software provide otherwise.
3. Restrictions on Use:
In addition to all other terms and conditions of this EULA, you shall not:
(i) install one copy of the Licensed Software on more than one server;
(ii) remove any copyright, trademark or other proprietary notices from the Licensed Software or its copies;
(iii) make any copies except for one back-up or archival copy, for temporary emergency purpose;
(iv) rent, lease, license, sublicense or distribute the Licensed Software or any portions of it on a standalone basis or as part of your application;
(v) modify or enhance the Licensed Software unless you have purchased the Developer (open source) version;
(vi) modify or decrypt the ionCube encoded portions of PHP code or any compiled binaries;
(vii) reverse engineer, decompile or disassemble the Licensed Software;
(viii) allow any third parties to access, use or support the Licensed Software.
4. Technical Support:
Innovative Cyber Solutions, Inc. provides support that includes email support for problem reporting, product updates, upgrades and online access to product documentation for 90 days from purchase date for Self-Host Download Versions. For Hosted Subscription Versions, support including email support for problem reporting, product updates, upgrades and online access to product documentation is available as long as the subscription is active.
5. Product Purchase, Pricing and Refunds:
(i) Full payment (including renewals) is required before any service is rendered.
(ii) We reserve the right to refuse service to anyone.
(iii) We reserve the right to change pricing at any time although all pricing is guaranteed for the period of pre-payment.
(iv) Any due notices, invoices, receipts and billing reminders will be sent by electronic mail only.
(v) Without prejudice to our other rights and remedies under this agreement, if any balance owed is not paid on or before the due date, we will be entitled to suspend/terminate services to you.
(vi) We will not honor a refund request for products whose license has been activated, unless a described feature does not work as originally intended and we are unable to fix the issue.
(vii) We cannot guarantee a refund if any failures of the product are the result of “the host environment”. The Host Environment is defined as the server software, hardware and network onto which the product has been installed.
(viii) Where payment has been made by credit or debit card, refunds will be made to the same named credit or debit card.
(ix) Where payment has been made by PayPal, refunds will be made to the same PayPal account only.
6. Ownership and Intellectual Property:
Innovative Cyber Solutions, Inc. owns all right, title and interest in and to the Licensed Software. Innovative Cyber Solutions, Inc. expressly reserves all rights not granted to you herein, notwithstanding the right to discontinue or not to release any Licensed Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or characteristics of the Licensed Software. The Licensed Software is only licensed and not sold to you by Innovative Cyber Solutions, Inc.
Innovative Cyber Solutions, Inc. has the right to audit your use of the Licensed Software by providing at least ten (10) days prior written notice of its intention to conduct such an audit at your facilities during normal business hours.
The Licensed Software contains proprietary information of Innovative Cyber Solutions, Inc. that are protected by the laws of the United States and you hereby agree to take all reasonable efforts to maintain the confidentiality of the Licensed Software. You agree to reasonably communicate the terms and conditions of this EULA to those persons employed by you who come into contact with or access the Licensed Software, and to use reasonable efforts to ensure their compliance with such terms and conditions, including but not limited to, not knowingly permitting such persons to use any portion of the Licensed Software for a purpose that is not allowed under this EULA.
9. Warranty Disclaimer:
Innovative Cyber Solutions, Inc. does not warrant that the Licensed Software will be error-free. Except as provided herein, the Licensed Software is furnished "as is" without warranty of any kind, including the warranties of merchantability and fitness for a particular purpose and without warranty as to the performance or results you may obtain by using the Licensed Software. You are solely responsible for determining the appropriateness of using the Licensed Software and assume all risks associated with the use of it, including but not limited to the risks of program errors, damage to or loss of data, programs or equipment, and unavailability or interruption of operations. Because some jurisdictions do not allow for the exclusion or limitation of implied warranties, the above exclusions or limitations may not apply to you.
10. Limitation of Liability:
In no event will Innovative Cyber Solutions, Inc. be liable to you or any third party for any special, incidental, indirect, punitive or exemplary or consequential damages, or damages for loss of business, loss of profits, business interruption, or loss of business information arising out of the use or inability to use the program or for any claim by any other party even if Innovative Cyber Solutions, Inc. has been advised of the possibility of such damages. Innovative Cyber Solutions, Inc.'s entire liability with respect to its obligations under this EULA or otherwise with respect to the Licensed Software shall not exceed the amount of the license fee paid by you for the Licensed Software. Because some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, the above exclusions or limitations may not apply to you.
Innovative Cyber Solutions, Inc. agrees to indemnify and defend you from and against any and all claims, actions or proceedings, arising out of any claim that the Licensed Software infringes or violates any valid U.S. patent, copyright or trade secret right of any third party; so long as you provide: (i) prompt written notice to Innovative Cyber Solutions, Inc. of such claim; (ii) cooperate with Innovative Cyber Solutions, Inc. in the defense and/or settlement thereof, at Innovative Cyber Solutions, Inc.'s expense; and, (iii) allow Innovative Cyber Solutions, Inc. to control the defense and all related settlement negotiations. The above is Innovative Cyber Solutions, Inc.'s sole obligation to you and shall be your sole and exclusive remedy pursuant to this EULA for intellectual property infringement. Innovative Cyber Solutions, Inc. shall have no indemnity obligation for claims of infringement to the extent resulting or alleged to result from (i) any combination, operation, or use of the Licensed software with any programs or equipment not supplied by Innovative Cyber Solutions, Inc.; (ii) any modification of the Licensed Software by a party other than Innovative Cyber Solutions, Inc.; and (iii) your failure, within a reasonable time frame, to implement any replacement or modification of Licensed Software provided by Innovative Cyber Solutions, Inc.
This EULA is effective until terminated by either party. You may terminate this EULA at any time by destroying or returning to Innovative Cyber Solutions, Inc. all copies of the Licensed Software in your possession. Innovative Cyber Solutions, Inc. may terminate this EULA for any reason, including but not limited to your breach of any of the terms of this EULA. Upon termination, you shall destroy or return to Innovative Cyber Solutions, Inc. all copies of the Licensed Software and certify in writing that all know copies have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, and limitation of liability shall survive the termination of this EULA.
This EULA shall be construed, interpreted and governed by the laws of the State of Florida exclusive of its conflicts of law provisions. This EULA constitutes the entire agreement between the parties, and supersedes all prior communications, understandings or agreements between the parties. Any waiver or modification of this EULA shall only be effective if it is in writing and signed by both parties hereto. If any part of this EULA is found invalid or unenforceable, the remainder shall be interpreted so as to reasonable effect the intention of the parties. You shall not export the Licensed Software or your application containing the Licensed Software except in compliance wi