InfiPlex Terms & Licensing for The InfiPlex™ Business Systems Platfrom (BSP)

InfiPlex License Agreement

Introduction:
This document outlines the License Agreement for the InfiPlex™ Business Systems Platfrom (BSP). Clients who have purchased the full commercial license will also have access to the source code. Clients who host with InfiPlex will only have source code access if their selected hosting package includes that level of access.

USE OF THE SOFTWARE IS SUBJECT TO THE INFIPLEX SOFTWARE LICENSE TERMS SET FORTH BELOW. USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE LICENSE TERMS. IF YOU DO NOT ACCEPT THESE LICENSE TERMS, YOU MUST RETURN THE SOFTWARE.

 

Ownership:
The InfiPlex BSP Software is owned and copyrighted by Stratum Development, Inc. Your license confers no title or ownership in the Software and is not a sale of any rights in the Software. InfiPlex owns all rights to all files, technology, and branding that comprises the BSP and any associated applications, graphics or graphical templates. This includes any enhancements or upgrades that a client may pay InfiPlex for and includes any and all updates to the software.

License Transfer:
You are granted a license to use a single instance of the software on your server(s) for your organization. The license does not grant you the rights to resell any of the source-code of the software or use the software to run multiple distinct websites for distinct organizations. You agree to protect the rights of InfiPlex and to not give access to any third party to view the BSP to reverse-engineer any portion, in part or in whole, of the BSP.

License Grant:
InfiPlex grants you a license to Use one copy or instance of the Software. "Use" means storing, loading, installing, executing or displaying the Software. You may not disable any licensing or control features of the Software. If the Software is licensed for "concurrent use", you may not allow more than the maximum number of authorized users to Use the Software concurrently. InfiPlex reserve the right to include your company in a client portfolio for using the InfiPlex BSP software, unless specifically stated otherwise.

Source-code:
The InfiPlex software includes the full source-code for the commercial version of the software. The license allows you to modify the source-code for any customizations or re-branding of the interface. The license does not grant the ability to use the source-code in any other product or application that is not an InfiPlex BSP application. You can not bundle the InfiPlex BSP software, or any of its source with another package for users to download and install. You can not take any functions or any part of the BSP code in any way and make it available for download anywhere. This includes using any part of the code in any other website or other non-InfiPlex application or script.

Content:
You own all content that is input into the BSP. This includes all written content, graphical content, custom design templates, images, and files uploaded into the BSP by you or any other user. You are therefore liable for all content on the site including all licenses and copyrights for photography, images, logos and any other files added the BSP. InfiPlex has no ownership in any content and you agree that InfiPlex will not be held liable for any type of content added to your BSP or site, even if you have contracted with InfiPlex to add the content.

Copies and Adaptations:
You may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software. You must reproduce all copyright notices in the source-code on all copies or adaptations. You may not copy the Software onto any bulletin board, public FTP/Web server or similar system.

Transfer:
Your license will automatically terminate upon any transfer of the Software. Upon transfer, you must deliver the Software, including any copies and related documentation, to the transferee. The transferee must accept these License Terms as a condition to the transfer.

Termination :
InfiPlex may terminate your license upon notice for failure to comply with any of these License Terms. Upon termination, you must immediately destroy the Software, together with all copies, adaptations and merged portions in any form.

Export Requirements :
You may not export or re-export the Software or any copy or adaptation in violation of any applicable laws or regulations.

Limited Warranty and Liability:

  • The InfiPlex BSP is provided 'as is' without any specific warranties other than listed in this agreement.
  • All warranty claims will only be honored for users with active support contracts
  • InfiPlex warrants to you that the InfiPlex BSP software will not fail to execute its programming instructions after the date of purchase, due to defects in material and workmanship when properly installed and used. If InfiPlex receives notice of such defects during the warranty/support period, InfiPlex will replace software media which does not execute its programming instructions due to such defects.
  • Defects caused by modified source code will be considered billable support and you will be required to pay to have the software media fixed.
  • Warranty does not apply to defects resulting from (a) improper or inadequate maintenance or calibration, (b) software, interfacing, parts or supplies not supplied by InfiPlex, (c) unauthorized specifications for the product, or (e) improper site preparation or maintenance.
  • InfiPlex is not liable for any network, hardware, or software failures.
  • ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS LIMITED TO THE DURATION OF THE EXPRESS WARRANTY PERIOD PAID FOR.
  • THE REMEDIES IN THIS WARRANTY STATEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES. EXCEPT AS INDICATED ABOVE, IN NO EVENT WILL INFIPLEX BE LIABLE FOR LOSS OF DATA OR FOR DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFIT), OR OTHER DAMAGE, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE.
  • I (we) agree to be bound by the terms of the License Agreement . The InfiPlex software is a non-tangible item, no refunds are accepted after source code/software has been delivered.
  • I (we) understand that all personal modifications and adjustments to the InfiPlex software will not be supported by InfiPlex.

 

Indemnification:
Licensee shall indemnify and hold harmless InfiPlex, its officers, directors, agents, representatives, employees, successors, assigns and related entities (the "Indemnitees") from and against any and all claims, causes of action, liabilities, losses, damages, costs and expenses of any kind, including, without limitation, attorneys' fees, litigation costs and court costs, incurred or paid by any Indemnitee, relating to or arising out of, in whole or in part, any alleged acts or omissions of Licensee, including, but not limited to, any such alleged act or omission that assertedly violates or is inconsistent with these Terms.

License Period:
This agreement is in force for as long as you have posession of the software. However, you must have an active support contract in order to receive any software updates or warranty/support services.

General Provisions:

  1. This Agreement is the sole and entire Agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, agreements and documentation relating to such subject matter unless specifically addressed in a project agreement for a custom application. Provider reserves the right to make amendments to this agreement at its sole discretion.
  2. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated in any way.
  3. This Agreement will be governed by the laws of the State of Illinois without regard to conflict of laws principles.
  4. This Agreement does not create any agency, partnership or joint venture relationship.

Questions? Get in touch!

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