Imajnet Software Development Kit -- End User License Agreement
This End User License Agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) and IMAJING s.a.s ("Company") regarding the use of Company's software development kit entitled Imajnet SDK, which may include user documentation provided in "online" or electronic form, source and object code, interface declarations, assemblies, and sample source code (the "Software"). By filling in the user information and clicking the button marked "Agree", you agree to be bound by the terms of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "AGREE" BOX. YOU WILL NOT BE PROVIDED THE SOFTWARE UNLESS AND UNTIL YOU HAVE AGREED TO BE BOUND BY THESE TERMS.
(a) A nonexclusive, non-transferable,
worldwide, royalty-free right and license to use, copy and distribute the
Software in conjunction with the distribution of your own products (the
(b) A nonexclusive, nontransferable, worldwide, royalty-free right and license to use the relevant and necessary components of the Software solely to incorporate the Software into the Products.
Company owns, and shall retain ownership of, all right, title, and interest to the Software, including, without limitation, all copyrights and other intellectual property rights therein.
You may not (1) modify, create derivative works of, reverse engineer, reverse compile, or disassemble the Software, except that you may modify and create derivative works based upon the sample source code included within the Software (the 'Sample Code') and distribute the modified Sample Code in connection with the Product ; (2) distribute, sell, lease, rent, lend, or sublicense any part of the Software to any third party except as expressly provided herein and as necessary to distribute the Product; (3) use the Software to access a web service not provided by the Company.
You may not represent that the Products are certified or otherwise endorsed by Company. You may not use the Company name or any other trademarks or service marks of Company in connection with the Products without a written agreement between you and the Company
You will not receive any support or subscription services for the Software or any services from Company in connection with the Software, except as expressly provided in this Agreement.
The Software is designed to, access data and images hosted in imajnet servers and accessible via web service. The use of the Software requires authentification via login and password. For the purpose of integration work, you may be provided with a demo login giving access to a set of data. Such login shall not hardcoded in the Products and shall only be use in confidence for the purpose of developpement. All the data accessible via such demo login shall not be used for commercial purpose, advertising or public comunication.
You agree to maintain the confidentiality of any proprietary information received by you during, or prior to entering into, this Agreement, including, without limitation, the Software, that you should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information ('Confidential Information') for a period of five (5) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information. You agree not to use said Confidential Information for any purpose except as necessary to fulfill your obligations and exercise your rights under this Agreement. You shall protect the secrecy of and avoid disclosure and unauthorized use of the Company's Confidential Information to the same degree that you take to protect your own confidential information and in no event less than reasonable care.
You agree to defend, indemnify and hold harmless Company, and any of its directors, officers, employees, affiliates or agents, from and against any and all claims, losses, damages, liabilities and other expenses (including attorneys' fees), arising from your use, modification and distribution of the Software or breach of this Agreement.
This Agreement shall continue as long as you are in compliance with the terms specified herein or until otherwise terminated. You and or Company may terminate this Agreement for any reason at any time. You agree, upon termination, to destroy all copies of the Software within your possession or control. The Confidentiality, Indemnification, No Warranties, Limitation of Liability, and General sections set out in this Agreement shall survive any termination of this Agreement.
YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. THE SOFTWARE IS PROVIDED 'AS IS' WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF COMPANY OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION EXCEED 50. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL REMEDY.
This Agreement is governed by the laws of France, without reference to conflict of laws principles. Any disputes arising in connection with this agreement shall be submitted exclusively to the court of Toulouse, France, of competent jurisdiction. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
Should you have any questions concerning this Agreement, or if you desire to contact Company for any reason, please direct all correspondence to email@example.com.