INTELLICUS FREE DISTRIBUTION KIT (IFDK)WEB DELIVERY SOFTWARE LICENSE
IMPORTANT – READ CAREFULLY
This document includes warranty disclaimers and a license agreement granting the distribution of Intellicus Free Distribution kit(“IFDK”).
Intellicus wants you to be satisfied with Intellicus Free Distribution kit and understand the manner in which you are permitted to distribute it. If you have any questions about this Agreement, please contact INTELLICUS Technologies Pvt. Ltd., 1st Floor, Sarda House, 24-B Palasia, A.B. Road, Indore -452001 Madhya Pradesh, INDIA(Head Office ) Phone +91-(731)-4069989 or Intellicus Technologies, 5300, Stevens Creek Blvd, Suite 450, San Jose, CA 95129 USA,(US Office ) Phone: +01-(408)-213-3314 or email to email@example.com.
The software and other information licensed in Part II is made available by Intellicus for reproduction and distribution “AS IS” and Intellicus makes no warranty as to its use or performance. INTELLICUS AND ITS SUPPLIERS DO NOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY USING THE SOFTWARE. INTELLICUS AND ITS SUPPLIERS MAKE 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 NONINFRINGEMENT OF ANY PARTY’S RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
DISTRIBUTION LICENSE AGREEMENT
This is a contract between [Your Company Name here] located at [__Your Business Address here__] (“Distributor”) and Intellicus. By indicating acceptance of this agreement by distributing the IRDK edition of the Intellicus provided to Distributor by Intellicus, Distributor agrees to the terms of this agreement. This agreement is effective against Intellicus only if Distributor has provided Intellicus with information about its intended distribution and Intellicus has confirmed its acceptance of this agreement in writing. Distributor is electronically agreeing to this agreement by clicking I ACCEPT check box in the following form. If you do not intend to agree the terms CLICK THE “CANCEL” BUTTON AND EXIT THE WEBSITE.
“Intellicus” means Intellicus Technologies Pvt. Ltd., 24-B Sarda House Indore, MP, India.
“Intellicus Free Distribution Kit” or “IFDK” means the a specific edition of Intellicus, including individual files, libraries, or executable code contained in the Intellicus installation directory, which permits re-distribution.
“Distributor” means the company, which who intends to embed Intellicus in its software “Product” and distribute to its customers
“Effective Date” means the date that Intellicus confirms its acceptance of this agreement in writing or by electronic mail delivery to Distributor.
2. License, Requirements, Restrictions.
2.1 License. Subject to the terms of this agreement, including the requirements and restrictions below, and only for purposes of achieving the distribution Intellicus grants Distributor a non-exclusive, non-transferable, worldwide, free of cost license to reproduce and distribute the “Intellicus Free Distribution Kit”,
2.2 License Key File: You will obtain an exclusive license key file from Intellicus, which mentions your product name the that you can ship with “Intellicus Free Distribution kit”, which is embedded in your product.
2.3 Distribution. Distributor may:
(a) Make an image of IFDK by including exclusive license file obtained from Intellicus.
(b) Re brand IFDK user interface with your product name, which is registered with Intellicus.
(c) Distribute the copy of image on physical media or by electronic download as standalone installer or as a part of with Distributor Product.
The rights granted above shall terminate immediately in the event of Distributor’s breach of any provision of this agreement.
(a) Distributable Version, Access. Distributor will distribute only the IFDK edition of the Software provided to Distributor by Intellicus upon completion of this agreement for use along with its product. Distributor will NOT distribute any other edition of Intellicus found elsewhere, including on Intellicus web site, ftp site, purchase, any other download site on the Internet, or from physical media. Intellicus shall provide Distributor with access to the IFDK edition of the Intellicus via electronic download at a specified non-public web site and a license file to embed in it. Distributor shall not disclose the location of such web site to any third party.
(b) New Versions. Distributor shall not distribute the IFDK version number marked for end of life completing in next 6 months.
“New version” means a major new release of the Software. Intellicus may notify Distributor when new versions are released.
(c) EULA Requirements. Distributor will ensure that its distributors and resellers distribute, the Intellicus end user license agreement accompanying the Software. Distributor will not configure the IFDK to avoid display of EULA to end user during download or installation. A Distributor that distributes copies of the IFDK embedded in its product should include IFDK in the scope of its EULA, which should ensure agreement from end user of following minimum terms in favor of Distributor, and its suppliers including Intellicus: (i) prohibition against distribution and copying, (ii) prohibition against modifications and derivative works, (iii) prohibition against de compiling, reverse engineering, disassembling, and otherwise reducing the software to a human-perceivable form, (iv) provision indicating ownership of software by Distributor and its suppliers, (v) disclaimer of all applicable statutory warranties, to the full extent allowed by law, and (vi) industry standard limitation of liability, including a disclaimer of indirect, special, incidental, punitive, and consequential damages. Distributor shall not grant any rights in the Software under a license that (A) allows modification of the Software, (B) requires the disclosure or distribution of the Software in source code form, or (C) allows further re-distribution. Distributor shall not make any warranty, express or implied, on behalf of Intellicus.
(a) No Transfer. Distributor may not rent, lease, sublicense, assign or transfer its rights under this agreement, or authorize all or any portion of the IFDK to be copied except as may be expressly permitted herein.
(b) No Modification, No Reverse Engineering. Distributor shall not modify, adapt, translate or create derivative works based upon the Software in any way, including without limitation, any copyright or other proprietary notice that appears in the Software. Distributor shall not reverse engineer, de compile, disassemble or otherwise attempt to discover the source code of the Software.
c) Limited Re branding: Distributor shall not modify the following, a) electronic end user license agreement, b) acknowledgements c) “About” screen on the portal. If Distributor decides to re-brand IFDK screens, or embeds in its product Distributor should add a logo – “powered by Intellicus”, in the vicinity of new brand name.
(d) Installer Restrictions.
(i) No third party rights. Distributor has discretion and sole responsibility of including acknowledged third party software in the installer or allowing end user to install them separately. Such acknowledgements, and licenses can be carefully read and obtained wherever necessary by the distributor.
(ii) Web Download. Distributor may not make the IFDK available as a stand-alone product on the Internet. Distributor may direct end users to obtain the Software through electronic download on a standalone basis by to Intellicus web site obtained by us. Permission to use Intellicus logo on such web sites shall be separately sought. Any software distributed with the IFDK and any web site containing a link to Intellicus web site must not contain any (i) Intellicus logos, product signatures, or trademarks in stylized form unless under separate prior written license (ii) materials that are illegal, pornographic, defamatory, infringing, threatening, invasive of another’s privacy, or racially, ethnically or otherwise objectionable, or (iii) viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines which damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
(e) IFDK Restrictions. IFDK is licensed and distributed by Intellicus for Running, viewing, and Publishing Ad hoc reports and standard reports in a single business.
(i)One copy of IFDK shall not be made available for multi-tenant use as a “SAAS”.
(ii) Disabled Features. IFDK may contain features and functions that are hidden or disabled, compared other higher editions. These disabled or hidden features will activate only when end user applies a higher edition license duly obtained from Intellicus. Distributor shall not access, or attempt to access, or duplicate the functionality of such disabled features without a valid license key, nor will Distributor otherwise circumvent the technology that controls activation of such features.
Intellicus hereby grants to Distributor, and Distributor accepts, a worldwide, non-exclusive, non-transferable, personal right to use and distribute, under the terms of this agreement, the “powered by Intellicus”, “Intellicus Enterprise Reporting and Business Insights Platform”, logos. Intellicus and this agreement doesn’t grant any rights on third party software that may be required to run in conjunction or included with IFDK. Distributor may not assign, transfer or sublicense any trademark right granted herein.
Distributor agrees to indemnify, hold harmless and defend Intellicus from and against any claims, lawsuits, damages, expenses and costs, including attorneys’ fees, that arise or result from Distributor’s reproduction or distribution of the Software, however, that Distributor’s indemnification obligation may be exempted to claims or lawsuits arising out of a claim that solely by IFDK, and none in combination with software or hardware provided by Distributor, or the Trademark(s), infringes any third party patent, copyright, trademark or other intellectual property right.
5. Intellectual Property Ownership, Copyright Protection.
The Software and any authorized copies that Distributor makes are the intellectual property of and are owned by Intellicus Technologies Pvt. Ltd. and its suppliers. The structure, organization and source code of the Software are the valuable trade secrets and confidential information of Intellicus and its suppliers. The Software is protected by law, including without limitation the copyright laws of the Republic of India, United States and other countries, and by international treaty provisions. This agreement does not grant Distributor any intellectual property rights in the Software and all rights are reserved by Intellicus and its suppliers.
6. No Support obligation.
Intellicus shall not be obligated to provide any support to Distributor, its distributors, or end-users. For self help utilities and knowledge base go to support.intellicus.com. For commercial support, incident based or annual contract sales at intellicus dot com.
6.1 Copies of Distributor Product to Intellicus. At Intellicus’ request Distributor will provide copy of Distributor Product free of charge within 7 days Intelicus’ request to facilitate resolving potential quality assurance issues brought to Intellicus attention by Distributor or end users. In such event Intellicus may enter into a confidentiality agreement with Distributor.
7. No Warranty.
The Software is made available by Intellicus for reproduction and distribution “AS IS” and Intellicus makes no warranty as to its use or performance. INTELICUS AND ITS SUPPLIERS DO NOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY USING THE SOFTWARE, EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. INTELLICUS AND ITS SUPPLIERS MAKE 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 NONINFRINGEMENT OF ANY PARTY’S RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. DISTRIBUTOR BEARS THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE.
THE SOFTWARE IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, LICENSED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT MACHINES, WEAPONS SYSTEMS OR ANY OTHER APPLICATION IN WHICH ITS FAILURE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
The foregoing exclusions and limitations will apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
8. Limitation of Liability.
IN NO EVENT WILL INTELLICUS OR ITS SUPPLIERS BE LIABLE TO DISTRIBUTOR FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER ARISING FROM THIS LICENSE AGREEMENT AND/OR DISTRIBUTOR’S USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN INTELLICUS REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN DISTRIBUTOR’S JURISDICTION. IN ANY EVENT, INTELLICUS’ AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT WILL BE LIMITED TO ONE U.S. DOLLAR ($1.00). Intellicus is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this agreement, but in no other respects and for no other purpose.
9. Export Rules.
Distributor agrees, and will ensure that its distributors and resellers agree, that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the law of country of your product or any other export laws, restrictions or regulations (collectively the “Export Laws”). All rights granted under this agreement are granted on condition that such rights are forfeited if Distributor fails to comply with the terms of this agreement.
This agreement will be governed by and construed in accordance with the substantive laws in force in the State of Madhya Pradesh, India and under Indore jurisdiction.
The term of this agreement will be for Ten years from the Effective Date unless terminated by either or both Intellicus and the distributor. Intellicus has the right to terminate this agreement (a) without cause upon ninety (90) days written notice or (b) immediately if Distributor fails to comply with any term of this agreement. Upon any such termination, Distributor must cease all reproduction and distribution of the IFDK, upon request from Intellicus, destroy all copies of the IFDK in Distributor’s possession along with providing Intellicus a certification of such destruction. However, unless exception in the case of a breach of Section 5, Distributor will have a reasonable period of time, not to exceed 90 days, to sell copies of the Distributor Product then in its inventory and to use the then-current version of the Software to the extent necessary for Distributor to support its end users.
12. General Provisions.
If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which shall remain valid and enforceable according to its terms. This agreement shall not prejudice the statutory rights of any party dealing as a consumer. This agreement may only be modified by a writing signed by an authorized officer of Intellicus. Updates may be licensed to Distributor by Intellicus with additional or different terms. This is the entire agreement between Intellicus and Distributor relating to reproduction and distribution of the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
13. Notice to U.S. Government Distributors.
For U.S. Government Distributors, Intellicus agrees to comply with all applicable equal opportunity laws.