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(IS) Installatron Server

Installatron Server Licensing Agreement

Last Revised: March 05, 2012

  1. Witnesseth
    1. Installatron ("Installatron") is engaged in (among other things) the business of providing certain hosting software and technical support services.
    2. This Licensing Agreement (this "Agreement") is entered into by and between Installatron and you ("Licensee") and is made effective as of the date of acceptance. This Agreement sets forth the terms and conditions of your use of the Installatron Server software ("Services").
    3. The terms "we", "us" or "our" shall refer to Installatron. The terms "you", "your", or "Licensee" shall refer to any individual or entity who accepts this Agreement. The term "Licensee's Infrastructure" shall refer to the servers owned or leased by Licensee.
    4. All prices herein are US dollars.
  2. Term and Termination
    1. This Agreement is in effect for one (1) year from the Effective Date of this Agreement and will automatically renew for one (1) year increments unless notice of non-renewal is given by either party within thirty (30) days prior to the renewal date.
    2. Installatron, in its sole and absolute discretion and without liability to Licensee, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, in whole or in part, and such changes or modifications shall be effective upon 90 calendar days' written notice to the Licensee.
    3. In the event that Installatron believes that Licensee has materially breached any obligations under this Agreement, or Licensee fails to enact changes or modifications to the Agreement, Installatron will notify Licensee of the breach. Licensee shall have 90 calendar days from the receipt of notice to cure the alleged breach and to notify Installatron that cure has been effected. Installatron may terminate this agreement effective upon 90 calendar days' notice to the Licensee if the Licensee commits any material breach of this Agreement that remains uncured during such notice period. Examples of material breach include but are not limited to non-payment of any amount when due and failure to prohibit access to Services by any non-licensed entity.
    4. Upon the termination of this Agreement for any reason, Installatron will be entitled to immediately cease providing Services to Licensee, Licensee will cease providing the Services to its customers, and all amounts due to Installatron will become immediately due and payable. Notwithstanding the termination of this Agreement for any reason, the provisions of this Agreement that by their nature survive termination will continue to apply.
    5. Installatron may choose to deliver any notification to Licensee electronically by e-mail or physically by a traditional courier.
  3. License of Services
    1. Subject to the terms and conditions of this Agreement, only during the term hereof, and provided that Licensee continues to satisfy the terms and conditions of this Agreement, Installatron grants Licensee a non-exclusive, non-transferable license to provide Services to its customers worldwide, except where prohibited by law.
    2. Licensee is strictly prohibited from the sale, resale, transfer, sublicensing, installation, or use of Services outside of Licensee's Infrastructure.
  4. Services Prices
    1. There is no charge for use of Service during Licensee's internal testing and development phase.
  5. Billing
    1. Licensee will be invoiced on the 1st of each month or the 1st of each quarter (1st of January, April, July, October) as per Services Prices.
    2. Licensee will be in violation of this Agreement if any invoice or amount due remains unpaid 30 calendar days after receipt of a past due notice.
  6. Use of Licensee's Name and Logo
    1. Licensee agrees Installatron may use Licensee's company name and logos in Installatron promotional material and on the Installatron website, subject to Licensee's prior review and approval of each use.
    2. Licensee agrees Installatron may include Licensee in Installatron's Partner Directory, which is a soon-to-be-launched directory of companies that use Installatron to power application automation services.
  7. Customer Support
    1. Licensee agrees to handle basic "level 1" support for Licensee's customers.
    2. In the event Licensee is unable to answer a customer, Licensee or customer can contact Installatron directly for further assistance. During the term of this Agreement, Installatron will never turn away Licensee's customers, even if the customer didn't contact Licensee for support first.
  8. Export Restrictions
    1. Licensee agrees that Licensee is prohibited by law from exporting to certain countries, and shall comply with all export regulations if shipping to another country, including licensing requirements.
  9. Unauthorized Use
    1. Licensee will immediately notify Installatron upon discovery of any unauthorized use or copying of Installatron products or services.
  10. Confidentiality
    1. Licensee will exercise a reasonable level of care and discretion to prevent and restrain the use, disclosure, or reproduction of any "confidential information," including any nonpublic information that Installatron designates as being confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential by Licensee. "Confidential information" includes, but is not limited to, information in tangible or intangible form relating to and/or including released or unreleased products, the marketing or promotion of any Installatron products, Installatron's business policies or practices, and information received from others that Installatron is obligated to treat as confidential.
  11. No Solicitation
    1. Licensee is prohibited from approaching Installatron's employees with proposals to hire them as Licensee's employees or contractors.
  12. WARRANTIES
    1. Installatron expressly reserves the right to deny, cancel or transfer Services that Installatron deems necessary, in its discretion, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Installatron, as well as its affiliates, subsidiaries, officers, directors and employees.
    2. THE SERVICES AND THE APPLICATIONS PROVIDED BY SERVICES ARE DELIVERED TO LICENSEE "AS IS" AND WITH ALL FAULTS. INSTALLATRON DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USING THE SERVICES. EXCEPT TO THE EXTENT ANY WARRANTY, CONDITION, REPRESENTATION OR TERM CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO LICENSEE IN YOUR JURISDICTION, INSTALLATRON MAKES NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
    3. Licensee understands that functionality, features and contents of Services can change over time, and just because a functionality, feature, or content is offered at one time does not guarantee that it will always be available.
    4. The provision of this Section 12 shall survive the termination of this Agreement.
  13. LIMITATION OF LIABILITY
    1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INSTALLATRON WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, BUSINESS INTERRUPTION, OR FOR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF INSTALLATRON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INSTALLATRON'S AGGREGATE LIABILITY FOR DIRECT DAMAGES, UNDER THIS AGREEMENT (CUMULATIVELY) SHALL BE LIMITED TO THE TOTAL FEES COLLECTED BY INSTALLATRON UNDER THIS AGREEMENT.
  14. INDEMNIFICATION
    1. You shall indemnify, defend and hold harmless Installatron and its directors, officers, staff, employees and agents and their respective successors, heirs and assigns and Installatron affiliates (and their directors, officers, staff, employees and agents and their respective successors, heirs and assigns) from and against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation). You will pay any and all costs, damages, and expenses, including, but not limited to, attorneys' fees and costs awarded against or otherwise incurred by Installatron or it affiliates in connection with or arising from any such claim.
  15. Publicity and Intellectual Property
    1. The Installatron programs and the content of this website are protected by international copyright laws and treaties, all rights reserved.
    2. Licensee agrees not to use any of Installatron's trademarks, trade names, service marks, corporate names or logos or those of its affiliates ("Marks") on any press release, advertising or marketing materials unless specifically authorized by Installatron. Licensee agrees not to interfere or cause any third party to interfere with Installatron's intellectual property rights. Licensee acknowledges that the use of the Marks is limited to the use set forth in this Agreement and that Licensee has not acquired and will not acquire any ownership rights therein. Licensee will not register or maintain any trademarks or domain names that are substantially similar to trademarks, domain names, or intellectual property owned by Installatron (or domain names confusingly similar thereto).
    3. Licensee understands that no part of the Installatron program or Services may not be modified and/or distributed.
    4. Licensee understands that the Services is licensed; Licensee is not buying it outright.
    5. Licensee understands that decompiling or reverse-engineering Services is prohibited.
  16. No Third Party Beneficiaries
    1. Notwithstanding anything to the contrary contained herein, neither the entities whose products Installatron's Services purports to install, nor the customers of Licensee, are intended to be third-party beneficiaries of this Agreement.
  17. Policy Violations
    1. In the event Licensee chooses not to follow this Agreement, sanctions will be unilaterally imposed by Installatron and extra fees may be incurred.
  18. Miscellaneous
    1. This Agreement constitutes the entire, complete and fully integrated understanding between the parties with regard to its subject matter. This Agreement cannot be altered or modified except by an agreement in writing signed by both parties. This Agreement may be executed concurrently in one or more counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. This Agreement will not be binding upon until executed by an authorized officer of each party. This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania, without regard to the conflicts of laws principles thereof.
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