Software Potential Terms & Conditions of Use
Last updated: February 2012.
1. What the Contract Covers.
This is a contract (“Agreement”) between you (the entity or customer who has purchased access to the service) and Inish Technology Ventures Limited (“InishTech”). Sometimes InishTech is referred to as “we,” “us” or “our”. This Agreement applies to the Software Potential service from InishTech (formerly known variously as “SLP”, “SLP Online”, “SLPS” and “Software Licensing and Protection Services”), including updates, the use of product keys to access the Service and the issuance by you of activations for your software product (“Product”) utilizing the Service. Unless outlined below, all of the software or services are referred to in this contract as the “Service.”
Please note that we do not provide warranties for the service. The contract also limits our liability. These terms are in sections 11 and 12 and we ask you to read them carefully.
2. When You May Use the Service.
You may start using the Service as soon as you have finished the sign-up process with us using the product keys purchased from your reseller or us. No withdrawal right or other “cooling off” period applies to the service and you waive any applicable “cooling off” period, except if the law requires a “cooling off” period despite your waiver and even when a Service starts right away.
3. Using the Service.
Where you are licensed to use the Service on a commercial basis, you will be permitted to download a copy of both the Code Protector and Permutation (“Permutation”). You may use the Permutation, in binary code form, to assist in the development of your Product. You may include with your Product those portions of the Permutation intended to be and identified as “redistributable code”, defined as only those portions of code necessary in order for your Product to interact with the Service for the Service’s intended use.
Activations: You may set up different types of activation based on your choice of license model for your Products. Where the license model(s) for activations are defined, your licensing of your Product will be consistent with such license models and will substantially be in accordance with the license model description provided by you.
In using the Service, you will:
- use the Service only in accordance with its documentation and this Agreement;
- obey the law;
- obey any codes of conduct or other notices we provide;
- use the Code Protector, Permutation and Service and such other components included under license solely for your internal use and not for further resale;
- keep your Service account password secret; and
- promptly notify us if you learn of a security breach related to the Service at secure@InishTech.com
- not notify any third parties of an actual or potential security vulnerability breach until InishTech has notified such third parties of such breach and/or made available a patch or other resolution for the breach;
- if you extend the service through automated features, you must adhere to all acceptable use policies provided by InishTech, including those set forth in this section.
4. How You May Not Use the Service.
In using the Service, you may not:
- use the Service in a way that harms us or our affiliates, resellers, distributors, and/or vendors (collectively, the “InishTech parties”), or any customer of an InishTech party;
- engage in, facilitate or further unlawful conduct;
- use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”);
- use any entry point of the service to automate caching, meta-searching, monitoring, or user activity;
- use any unauthorized means to modify or reroute, or attempt to modify or reroute, the Service;
- access or attempt to access any other third party’s material hosted in the Service;
- damage, disable, overburden, or impair the Service (or the network(s) connected to the service) or interfere with anyone’s use and enjoyment of the Service; or
- resell or redistribute the service, or any part of the Service.
5. Paying InishTech.
5.1 Payment Options. Use of the Service is normally charged for on two bases: (i) a periodic subscription-based charge for access to the Service and (ii) activation charges based on your service usage. However, there are multiple charging options offered as “Software Potential Packages”, including options which include neither subscription nor activation charges. Pricing & Payment options for the InishTech service are set out in the Plans & Pricing section of the InishTech website, which outlines the packages offered together with the relevant terms & conditions for each package. If you have purchased rights to use the Service through a third party, the payment terms agreed by you and such third party shall apply and not the terms set forth in this section 5.
5.2 Payment Terms. When you create a Service account, you will enter your payment method. There are 2 main forms of payment – pay by card and pay by invoice. Typically, the more expensive packages are paid by invoice. For payments by card, you authorize us to charge you for the Service using your payment method and for any paid feature of the Service for which you choose to sign up or use while this Agreement is in force. You must be authorized to use the payment method. You will pay the charges in accordance with the payment terms specific to the particular package. Subscription fees are charged monthly or yearly in advance. Activation fees are charged monthly in arrears.
5.3 Updates to Your Billing Account. You must keep all information in your billing account current, including your billing address and the expiration date of your credit card. We will send you a billing statement to the e-mail account that you designated when you enrolled. Billing changes may be sent to customercare@InishTech.com.
5.4 Prices and Price Increases. All prices, packages and special offers for the Service are posted at http://www.inish.azurewebsites.net under the section “Plans & Pricing”. Where payments to us are based on your Suggested Retail Price (SRP), you warrant that the information given by you to us about your SRP is true and accurate and represents the fair commercial value for your Products (e.g. the SRP cannot be artificially discounted based on the purchase of other products and/or services from you). You will inform us of any changes to your SRP within ten (10) days of implementing any change and you will make the appropriate change in the Service.. Where requested, we may require an authorized officer of yours to certify the accuracy of your statement of SRP.
The price for the Service excludes all taxes and phone charges, unless stated otherwise. You are responsible for any taxes that you are obligated to pay or that we may collect from you. You are responsible for all other charges.
We may change the price of the Service (both the subscription portion and activation charges) from time to time, subject to a minimum of 30 days notice to you by e-mail to the nominated commercial contact in your company.
5.6 Refund Policies. Unless otherwise provided by law or in connection with any particular service offer, all charges are non-refundable and the costs of any returns will be at your expense.
5.7 Online Statement; Errors. We will provide you with an online billing statement by e-mail for each billing period. If we make an error on your bill, we will correct it promptly after you tell us and we investigate the charge. You must tell us within 120 days after an error first appears on your bill. You release us from all liability and claims of loss resulting from any error that you do not report to us within 120 days after the error first appears on your online statement. If you do not tell us within this time, we will not be required to correct the error. We reserve the right to correct historical billing errors at any time.
5.8 Cancelling the Service. You may cancel the service at any time, with or without cause, subject to 30 days written notice (by email to firstname.lastname@example.org). Certain service packages may require cancellation charges, and you will pay all cancellation charges as specified in the materials describing the offer. Cancellation of the service by you or by us under Section 13 will not alter your obligation to pay all charges made to your billing account, including usage/activation charges. After cancellation, we will host your data for up to 120 days, and will provide it to you provided you have paid your account in full.
5.9 Late Payments. Except to the extent prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Service and any activations if you fail to pay in full on time.
During the term of this Agreement, and for a period of one (1) year thereafter, we may, at our own expense, cause an audit to be made not more than once annually (except as otherwise permitted below) of your records in order to verify reports issued and fees due or paid by you. Any audit shall be conducted by an independent, major certified public accounting firm selected by us and reasonably acceptable to you. The audit shall be conducted in such a manner as not to interfere with your normal business activities. If the auditor determines that you are not in material compliance (i.e., a discrepancy of five percent (5%)) you shall promptly remedy any such non-compliance and will bear the expense of the audit.
6. You Are Responsible For Your Service Account.
Only you may use your Service account. For some parts of the Service, you may set up additional user accounts that are dependent on your account (an “associated account”). You are responsible for all activity that takes place with your Service account or an associated account. You may not authorize any third party to access and/or use the Service on your behalf.
In order to operate and provide the Service, we collect certain information about you and have access to certain information about your Product and how you license it. We use and protect that information only for the purposes of this Agreement. In particular, we may access or disclose information about you, including the content of your communications, in order to: (a) issue account statements, manage billing and support; (b) comply with the law or respond to lawful requests or legal process; (c) protect the rights or property of InishTech or our customers, including the enforcement of our agreements or policies governing your use of the Service; or (d) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of InishTech employees, customers or the public.
In order to provide you the Service, we may collect certain information about service performance, your machine and your service use. We may automatically upload this information from your machine. This data will not personally identify you.
8. System Software.
You will not disassemble, decompile, or reverse engineer any software or other products included in the Service, including the Permutation, or attempt to do the same, except and only to the extent that the law expressly permits this activity. You will not disclose or permit access to the Permutation (apart from those components licensed for redistribution) to third parties.
You must comply with all domestic and international export laws and regulations that apply to the Service and your own Product. These laws include restrictions on destinations, end users and end use.
9. How We May Change the Agreement.
Changes to the Agreement may be necessary from time to time. We will give you 30 days written notice to advise you of any changes to the Agreement. If you do not agree to these changes, then you must cancel and stop using the Service before the change takes place. If you do not stop using the Service, then your use of the Service and your usage charges for the Service will continue under the changed Agreement.
You may terminate this Agreement if we materially breach this Agreement and such breach is not cured within thirty (30) days of written notice describing the breach.
This Agreement and the licenses granted hereunder will automatically terminate if either party becomes unable to pay its debts when due or enters into liquidation (except voluntary liquidation not involving insolvency for the purposes of a reconstruction or amalgamation) or has a receiver or examiner or a person in the nature of a receiver or examiner appointed to its undertaking or assets or enters into any arrangement with its creditors.
On any termination of your access to the Service, you will cease use of the Service immediately and will return or destroy, at our option, any copies of our software or other material, in your possession or control. You will, within thirty (30) days of termination, re-engineer your Product such that no portions of the Engine are included.
11. WE MAKE NO WARRANTY.
We provide the Service, including the Engine, “as-is,” “with all faults” and “as available.” We do not guarantee the accuracy or timeliness of information available from the Service. The InishTech parties give no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws that this contract cannot change. We exclude any implied warranties including those of merchantability, fitness for a particular purpose, workmanlike effort and non-infringement.
We do not warrant that the Service will be available all the time. Although our intent is to make it highly available, it may be subject to scheduled and unscheduled maintenance, network outages, infrastructure issues, human and mechanical errors, and events of force majeure (e.g., natural disasters, malicious acts, and the like). We will make reasonable attempts to provide notice of scheduled downtime at http://www.inishtech.com, but cannot guarantee we will always be able to do so.
12. LIABILITY LIMITATION.
You can recover from InishTech only direct damages up to the equivalent of one month of Service (which may be a pro-rated amount of an amount you have paid). You cannot recover any other damages, including consequential, lost profits, special, indirect, incidental or punitive damages.
This applies, without limitation, to anything related to:
• the Service, including the Permutation and other licensed components ;
- viruses or other disabling features that affect your access to or use of the Service;
- incompatibility between the service and other services, software and hardware;
- delays or failures you may have in initiating, conducting or completing any transmissions or transactions in connection with the Service in an accurate or timely manner;
- removal of deletion of your materials or data from the Service; and
- claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort.
It also applies even if:
- this remedy does not fully compensate you for any losses, or fails of its essential purpose; or
- InishTech knew or should have known about the possibility of the damages.
Some states or jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
13. Interpreting the Contract.
All parts of this Agreement apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of this Agreement as written. If this happens, then you and we will replace that part with terms that most closely match the intent of the part that we cannot enforce. The rest of this Agreement will not change. Unless we have a written agreement signed by both of us expressly agreeing otherwise, this is the entire Agreement between you and us regarding your use of the Service. It supersedes any prior contract or statements regarding your use of the Service. If you have confidentiality obligations related to the Service, those obligations remain in force. The section titles in the contract do not limit the other terms of this contract.
We may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign this Agreement, or any part of it, to any other person. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Service or any part of the Service.
15. No Third Party Beneficiaries.
This Agreement is solely for your and our benefit. It is not for the benefit of any other person, except for permitted successors and assigns under this Agreement.
16. Claim Must Be Filed Within One Year.
Any claim that you may have related to this Agreement or the Service may not be brought unless brought within one year. The one-year period begins on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors.
17. Your Notices to Us.
You may notify us as stated in the portal area for the Service. We do not accept e-mail notices except where expressly stated.
18. Notices We Send You; Consent Regarding Electronic Information.
This Agreement is in electronic form. We may provide required information to you in any or all of the following ways:
- by e-mail at the e-mail address you specified when you signed up for your Service;
- by access to an InishTech web site that will be designated in an e-mail notice sent to you at the time the information is available; or
- through the portal site in the Service.
Notices provided to you via e-mail will be deemed given and received on the transmission date of the e-mail.
19. Contracting Party, Choice of Law and Location for Resolving Disputes.
These terms are between you and InishTech. You are contracting with Inish Technology Ventures Limited, Crescent Hall, Mount Street Crescent, Dublin 2, Ireland and the laws of Ireland govern the interpretation of this Agreement and apply to claims for breach of it, regardless of conflict of law principles. All other claims, including claims regarding consumer protection laws, unfair competition laws, and in tort, will be subject to the laws of Ireland. You and we irrevocably agree to the jurisdiction and venue of the Irish courts for all disputes arising out of or relating to this Agreement.
20. Copyright and Trademark Notices.
All contents of the service are Copyright © 2009-2013 Inish Technology Ventures Limited. All rights reserved. Copyright and other intellectual property laws and treaties protect any software or content provided as part of the Service. We, or our suppliers, own the title, copyright, and other intellectual property rights in the software or content. InishTech, and/or other InishTech products and services referenced herein may also be either trademarks or registered trademarks of InishTech in the United States and/or other countries. Any rights not expressly granted herein are reserved.
Customer support is offered for the service at varying levels depending on you service package. For more information on our support levels and terms, click on http://www.inishtech.com/