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END USER LICENSE AGREEMENT

IMPORTANT-READ CAREFULLY: WHEN YOU USE OUR SERVICES YOU ARE ENTERING INTO A LEGAL AGREEMENT BETWEEN YOU AND INNOVUM TECHNOLOGIES, INC. (“Innovum”) AND YOU AGREE TO ALL OF THESE TERMS.

You also agree to our Privacy Policy, which covers how we collect, use, share, and store your personal information.

You agree that by clicking “Register” or a similar button, registering, accessing, accepting an invitation to use, or using our services (including our internet applications, related mobile apps, developer platforms, or any content or information provided as part of these services, collectively, “Services”), you agree to the following terms and conditions (even if you are using our Services on behalf of a company).

This agreement (“Agreement”) includes this End User License Agreement and the Privacy Policy, and other terms that will be displayed to you at the time you use and/or first use certain features, as may be amended by Innovum from time to time. If you do not agree to this Agreement, do NOT click “Register” (or similar) and do not access or otherwise use any of our Services. Any access to or use of our Services or site, whether authorized or not, constitute agreement to these terms and conditions, except that no license is granted to anyone who is not an authorized user.

Users of our Services associated with a corporate subscriber are “Subscriber Users”, individuals whose data is uploaded to our Services in connection with a licensing application are “Applicants”, and regulatory users of our Services are “Regulators”.   This Agreement applies to Subscriber Users, Applicants, and Regulators (collectively, “Users”).

 

1.        GRANT OF LICENSE. Innovum grants you a nonexclusive, revocable and limited license to use the Services and related functionalities solely for your purposes as a User in connection with one or more paid-up licensed subscribers and in accordance with the terms and conditions of this Agreement. The Services are licensed, not sold, to you. The term “Services” as used herein, shall be deemed to include any incorporated third party products (“Third Party Products”). You may use the Services only in the configuration provided by Innovum.

2.        OBLIGATIONS.

a.       You will keep your password a secret.

b.      You will not share an account with anyone else and will follow our rules and the law.

c.       As between you and others, your account belongs to you. You agree to: (1) try to choose a strong and secure password; (2) keep your password secure and confidential; (3) not transfer any part of your account and (4) follow the law and the Dos and Don'ts below. You are responsible for anything that happens through your account until you close it, or you report misuse to Innovum.

d.      Note that for Services purchased by another party for you to use (e.g. bought by your employer as a Subscriber), the party paying for the Service controls such features (which are an extension of your personal account) and may manage content and submit applications on your behalf, and/or terminate your access to those features of the Services at their discretion.

3.    NOTICES AND MESSAGES.  You agree that:

a.       You are okay with us using our websites, mobile apps, and email to provide you with important notices. This Agreement applies to mobile applications as well. Also, you agree certain additional information can be shared with us as we may require to provide the Services to you. 

b.      If your contact information you provide isn't up to date, you may miss out on these notices. Therefore, you agree to keep current your contact information, including your email address, street address and telephone number up to date.

c.       You agree that we may provide notices to you in the following ways: (1) an email sent to an address you provided, or (2) through other means including mobile number, telephone, or mail.

4.      OWNERSHIP.   You agree that:

We are providing you notice about our intellectual property rights.

Innovum and/or its suppliers retain all right, title and interest in and to the Services. You neither own nor hereby acquire any claim or right of ownership to the Services or to any related patents, copyrights, trademarks or other intellectual property. You agree to retain the Services, the terms of this Agreement as well as any Services benchmark or similar tests (whether performed by you, Innovum, Subscriber, or any third party) in confidence and prevent them from unauthorized disclosure or use except with Innovum’s prior written consent. Innovum and/or its suppliers reserve all rights not expressly granted to you. Innovum’s suppliers are the intended third party beneficiaries of this License Agreement and have the express right to rely upon and directly enforce the terms set forth herein.

5.    COPYRIGHT. The Services are copyrighted by Innovum and/or its suppliers and are protected by United States copyright and patent laws and international treaty provisions. You may not modify, change, reverse engineer, decompile, access or copy the source code, object code, or the Services. Solely with respect to the documentation included with the Services, you may make a reasonable number of copies (either in hardcopy or electronic form), provided that such copies shall be used only by you in conjunction with your use of the Services and are not republished or distributed to any third party. You must reproduce and include all copyright notices, trademarks or other proprietary legends of Innovum and its suppliers on any copy of the documentation made by you. Any and all other copies of the Services or documentation made by you are in violation of this Agreement.

6.    RESTRICTIONS. Except as expressly permitted by this Agreement or by applicable law you may not: (a) lease, loan, resell, assign, sublicense, or otherwise distribute the Services or any of the rights granted by this Agreement without the express written permission of Innovum; (b) use the Services to provide or operate Application Service Provider (ASP), service bureau, marketing, third party training, outsourcing services, or consulting services, or any other commercial service related to the Services such as developing training materials; (c) modify (even for purposes of error correction), adapt, or translate the Services or create derivative works therefrom except as necessary to configure the Services using the menus, options and tools provided for such purposes and contained in the Services; (d) in any way reverse engineer, disassemble or decompile the Services (including reverse compiling to ensure interoperability) or any portion thereof; (e) use the Services to develop a product or service which is competitive with any Innovum product or service offerings; (f) use unauthorized  access code(s) or distribute unauthorized access code(s); (h) disclose any Services benchmark results to any third party without Innovum’s prior written approval, (h) permit third party access to, or use of the Services except as expressly permitted herein, or (i) distribute or publish  access code(s).

7.    NO WARRANTY. This is our disclaimer of legal liability for the quality, safety, or reliability of our Services.

INNOVUM AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR (IV) AGAINST HIDDEN DEFECTS. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED W ARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. YOU ACKNOWLEDGE THAT IN ENTERING INTO THIS AGREEMENT, YOU HAVE RELIED UPON YOUR OW N EXPERIENCE, SKILL AND JUDGEMENT TO EVALUATE THE SERVICES AND THAT YOU HAVE SATISFIED YOURSELF AS TO THE SUITABILITY OF THE SERVICES TO MEET YOUR REQUIREMENTS.

8.    LIMITATION OF LIABILITY. These are the limits of legal liability we may have to you.

a.       TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INNOVUM OR ITS DISTRIBUTORS, SUPPLIERS OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOST PROFITS OR REVENUES, LOSS OR INACCURANCY OF ANY DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND EVEN IF INNOVUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INNOVUM AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO YOU FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE FEES PAID BY YOU OR PAID ON YOUR BEHALF FOR THE SERVICES, OR THE FEES PAID BY YOU OR ON YOUR BEHALF FOR THE SERVICE DIRECTLY CAUSING THE DAMAGES. INNOVUM WILL NOT BE LIABLE FOR DAMAGES FROM THIRD PARTY PRODUCTS. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE FEES CHARGED UNDER THIS AGREEMENT. SOME STATES/JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CERTAIN CIRCUMSTANCES INCLUDED IN THIS SECTION, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU IN SUCH CIRCUMSTANCES.

b.      IN NO EVENT SHALL THE LIABILITY OF INNOVUM (AND THOSE THAT INNOVUM WORKS WITH TO PROVIDE THE SERVICES) EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) FIVE TIMES THE MOST RECENT MONTHLY OR YEARLY FEE THAT YOU OR A SUBSCRIBER PAID FOR A SERVICE, IF ANY, OR (B) US $1000.

c.       THIS LIMITATION OF LIABILITY IS PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND INNOVUM AND SHALL APPLY TO ALL CLAIMS OF LIABILITY (E.G. WARRANTY, TORT, NEGLIGENCE, CONTRACT, LAW) AND EVEN IF INNOVUM HAS BEEN TOLD OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF THIS REMEDY FAILS ITS ESSENTIAL PURPOSE.

d.      SOME LAWS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SO THESE LIMITS MAY NOT APPLY TO YOU.

9.    YOUR INFORMATION.

a.       You understand and agree that you are providing to Innovum certain of your Personally Identifiable Information (PII) which contains details of your identity, background and history.  Innovum stores this information on your behalf for the purpose of completing and filing applications for licenses, authorizations or other permits with governmental agencies and bodies by you or the Subscriber with which you are affiliated. You agree that Innovum will disclose this PII to others pursuant to your instructions or that of the Subscriber, as compelled by a law enforcement agency. When you share information, others (e.g., your affiliated Subscriber(s) and regulators) can see, copy and use that information.

b.      You own all of the content and PII you provide to us, but you also grant us a non-exclusive license to it.

c.       As between you and Innovum, you own the content and PII that you submit or upload to the Services and you are only granting Innovum the following non-exclusive license: A worldwide, transferable and sub-licensable right to use, copy, modify, distribute, publish, and process, information and content that you provide through our Services, without any further consent, notice and/or compensation to you or others. These rights are limited in the following ways:

                                                i.            You can end this license for specific content by deleting such content from the Services, or generally by closing your account, except (a) to the extent you shared it with others as part of the Service and they copied or stored it and (b) for the reasonable time it takes Innovum to remove from backup and other systems.

                                               ii.            We will get your consent if we want to give others the right to publish your content beyond the Service. However, your affiliated Subscriber(s) and regulators may access, copy, modify, distribute, publish, process and share your content and information, consistent with your settings and submission requirements of applicable regulators.

                                             iii.            While we may edit and make formatting changes to your content (such as translating it, modifying the size, layout or file type or removing metadata), we will not modify the meaning of your content or PII.

d.      You agree that we may access, store and use any content or PII that you provide in accordance with the terms of the Privacy Policy and your privacy settings.

e.      By submitting suggestions or other feedback regarding our Services to Innovum, you agree that Innovum can use and share (but does not have to) such feedback for any purpose without compensation to you.

f.        You agree to only provide content or information if that does not violate the law or anyone's rights (e.g., without violating any intellectual property rights or breaching a contract). Innovum or your affiliated Subscriber may be required by law to remove certain information or content in certain countries.

g.       You promise to only provide information and content that you have the right to share, and that your content and PII provided will be truthful.

10. TERMINATION.

a.       We may change or discontinue any of our Services. We cannot promise to store or keep available any information and content you've uploaded.

b.      We may change, suspend or end any Service, or change and modify prices prospectively in our discretion. To the extent allowed under law, these changes may be effective upon or without notice provided to you.

c.       The Services are not a storage service. You agree that we have no obligation to store, maintain or provide you a copy of any content or information that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

d.      The Services are licensed on a subscription basis and unless the term of the subscription is renewed on or prior to the expiration of the then current term of the Subscription License, the applicable Subscription License shall terminate. Notwithstanding the foregoing, Innovum may immediately terminate this Agreement and any licenses and services provided hereunder if: (i) You violate the terms of this Agreement; or (ii) Innovum terminates the provision of the Services, generally.  Upon termination by Innovum of this Agreement or any part thereof, Innovum shall have no obligation to you except to securely delete your data remaining in Innovum’s servers.   The following Sections survive termination of this Agreement:  4, 5, 7, 8, 9, and 11..

e.      In the event that your account and access is because of or through a Subscriber agreement, meaning that you are employed by or affiliated with a company or entity that has a master agreement with Innovum, the following will apply:

                                                i.            Your access to the Services is through an account maintained by the Subscriber and is subject to all of the terms and conditions of the Subscriber Agreement with Innovum.

                                               ii.            You agree to comply with all of the terms and conditions of the Subscriber Agreement.

                                             iii.            In the event that (a) the Subscriber Agreement is terminated or (b) your employment or affiliation with the Subscriber ends, your right of access may be terminated. Your personal information will be maintained by Innovum for such period of time as Innovum in its sole discretion determines.  You have the right to request in writing for Innovum to provide you with one copy of your personal information which is stored with Innovum.  In the event that you become employed by or affiliated with another Subscriber during the period of time before which Innovum removes your personal information, your account will be re-activated and you will resume access to your personal information and use of the Services.

11. INNOVUM “DOs” AND “DON’TS.”

a.       DOs.  You agree that you will:

1)      Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;

2)      Provide accurate information to us and keep it updated;

3)      Use your real name on your profile; and

4)      Use the Services in a professional manner and only for the intended purposes.

b.      DON’Ts.  You agree that you will not:

1)      Act dishonestly or unprofessionally, including by uploading inappropriate, inaccurate, or objectionable content;

2)      Add content that is not intended for, or inaccurate for, a designated field (e.g. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by Innovum);

3)      Use an image that is not your likeness;

4)      Create a false identity on Innovum;

5)      Misrepresent your current or previous positions and qualifications;

6)      Misrepresent your affiliations with a person or entity, past or present;

7)      Misrepresent your identity, including but not limited to the use of a pseudonym;

8)      Use or attempt to use another's account;

9)      Harass, abuse or harm another person;

10)   Send spam or other unwelcomed communications to others;

11)   Scrape or copy information of others through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work);

12)   Act in an unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable manner;

13)   Disclose information that you do not have the right to disclose (such as confidential information of others (including your affiliated Subscriber(s)));

14)   Violate intellectual property rights of others, including patents, trademarks, trade secrets, copyrights or other proprietary rights;

15)   Violate the intellectual property or other rights of Innovum, including, without limitation, using the word “Innovum” or our logos in any business name, email, or URL except as provided in this agreement;

16)   Unload anything that contains software viruses, worms, or any other harmful code;

17)   Manipulate identifiers in order to disguise the origin of any message transmitted through the Services;

18)   Copy or use the information, content or data of others available on the Services (except as expressly authorized);

19)   Copy or use the information, content or data on the Services in connection with a competitive service (as determined by Innovum);

20)   Copy, modify or create derivative works of Innovum, the Services or any related technology (except as expressly authorized by Innovum);

21)   Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Services or any related technology, or any part thereof;

22)   Rent, lease, loan, trade, sell/re-sell access to the Services or related any information or data;

23)   Remove any copyright, trademark or other proprietary rights notices contained in or on our Service;

24)   Collect, use, copy, or transfer any information obtained from Innovum without the consent of Innovum;

25)   Share or disclose information of others without their express consent;

26)   Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” the Services or any related data or information;

27)   Use bots or other automated methods to access the Services, add or download information, send or redirect messages;

28)   Monitor the Services' availability, performance or functionality for any competitive purpose;

29)   Access the Services except through the interfaces expressly provided by Innovum, such as its mobile applications or websites (such as innovalinq.com);

30)   Override any security feature of the Services; and/or

31)   Interfere with the operation of, or place an unreasonable load on, the Services (e.g., spam, denial of service attack, viruses, etc.).

12. GENERAL. Except as otherwise preempted by United States federal law, this Agreement is governed by the laws of the State of Nevada, United States, without reference to conflict of laws provisions and the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto. If any provision of this Agreement is ruled invalid, such invalidity shall not affect the validity of the remaining portions of this Agreement. This Agreement, together with the Services Use Rights and Innovum Support Schedule that are incorporated herein by reference, constitutes the entire agreement between you and Innovum, and supersedes any prior agreement, whether written or oral, relating to the subject matter of this Agreement. This Agreement may not be modified except by an instrument in writing duly signed by an authorized representative of each of the parties. If you are acquiring the Services on behalf of an entity, you represent and warrant that you have the legal capacity to bind such entity to this Agreement. All terms of any purchase order or other ordering document submitted by you shall be superseded by this Agreement. In the event you and Innovum have executed a mutually agreed upon a separately Master Services License Agreement (“MSLA”) and acquired the Services pursuant to such MSLA, the terms of the MSLA may govern your use of the Services and the terms of this Agreement shall be superseded by the MSLA. The product name for the Services is a trademark or registered trademark of Innovum. Should you have questions concerning this Agreement, please contact Innovum at 6767 W. Tropicana Ave. Ste 223, Las Vegas, Nevada, 89103, USA.

13. EXPORT CONTROLS. The use of the Services is subject to the U.S. Export Administration Regulations. You agree to the following: (a) you are not a citizen, national or resident of, and am not under the control of, the government of Cuba, Iran, North Korea, Syria, Sudan nor any other country to which the United States has prohibited export; (b) you will not export or re-export the Services, directly or indirectly, neither to the above mentioned countries nor to citizens, nationals or residents of those countries; (c) you are not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor are you listed on the United States Department of Commerce Table of Denial Orders; (d) you will not export or re-export the Services, directly, or indirectly, to persons on the above mentioned lists; and (e) you will not use the Services for, and will not allow the Services to be used for, any purposes prohibited by applicable law.

14. COUNTRY UNIQUE TERMS.

If you obtain the Services in any territory specified below (the “Local Territory”), this section sets forth specific provisions as well as exceptions to the above terms and condition. To the extent any provision applicable to the Local Territory (the “Local Provision”) set forth below is in conflict with any other term or condition in this agreement, the Local Provision will supersede such other term or condition with respect to any licenses purchased in the Local Territory.

 

Australia:

a) Limited Warranty and Remedy (Section 7): The following is added:

The warranties specified in this Section are in addition to any rights you may have under the Trade Practices Act 1974 or other legislation and are only limited to the extent permitted by the applicable legislation.

b) Limitation of Liability (Section 8): The following is added:

To the extent permitted by law, where Innovum is in breach of a condition or warranty implied by the Trade Practices Act 1974 or the equivalent State or Territory legislation which cannot be excluded, Innovum’s liability is limited, at Innovum’s sole election: (i) in case of the Services: (a) (i) to repair or replace the goods, or the supply of equivalent goods, or (ii) payment of the cost of such repair or replacement or of acquiring equivalent goods; and (ii) in case of Support Services: (x) re-supply of the Support Services; or (y) the cost of having the services supplied again. In calculating Innovum’s aggregate liability under this Agreement, the amounts paid or the value of any goods or services replaced, repaired, or supplied by Innovum pursuant to this paragraph shall be included.

c) General (Section 12): The following replaces the first sentence of this section:

This Agreement is governed by the laws of the State or Territory in which you acquired the Services, without reference to conflict of laws provisions or the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto.

 

Belgium and France:

a) Limitation of Liability (Section 8): The following replaces the terms of this section in its entirety:

Except as otherwise provided by mandatory law:

1. Innovum’s liability for any damages and losses that may arise as a result of the performance of its obligations in connection with this Agreement is limited to the compensation of only those damages and losses proved and actually arising as an immediate and direct consequence of the non-fulfillment of such obligations (if Innovum is at fault), for a maximum amount equal to the charges You paid for the Services that has caused the damages. This limitation shall not apply to damages for bodily injuries (including death) and damages to real property and tangible personal property for which Innovum is legally liable.

2. UNDER NO CIRCUMSTANCES IS INNOVUM, OR ANY OF ITS DEVELOPERS, LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: 1) LOSS OF, OR DAMAGE TO, DATA; 2) INCIDENTAL OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL DAMAGES; 3) LOST PROFITS, EVEN IF THEY ARISE AS AN IMMEDIATE CONSEQUENCE OF THE EVENT THAT GENERATED THE DAMAGES; OR 4) LOSS OF BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.

3. The limitation and exclusion of liability herein agreed applies not only to the activities performed by Innovum but also to the activities performed by its suppliers and Services developers, and represents the maximum amount for which Innovum as well as its suppliers and Services developers, are collectively responsible. This limitation shall not apply to damages for bodily injuries (including death) and damages to real property and tangible personal property for which Innovum is legally liable.

b) General (Section 12): The following replaces the first sentence of this section:

This Agreement is governed by the laws of country in which you acquired the Services, without reference to conflict of laws provisions or the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto.

 

Brazil:

a) Warranty (Section 7): The following replaces the terms of this section in its entirety:

LICENSEE UNDERSTANDS AND AGREES THAT THE STATE OF THE ART DOES NOT ALLOW THE DEVELOPMENT OF BUG FREE SOFTWARE AND THAT THE SERVICES HAS BEEN DEVELOPED FOR THE USE OF BUSINESS SOFTWARE GENERAL CUSTOMERS. THEREFORE, EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS SECTION 7, INNOVUM AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR PURPOSE, (III) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR (IV) AGAINST HIDDEN DEFECTS. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. LICENSEE ACKNOWLEDGES THAT IN ENTERING INTO THIS AGREEMENT, LICENSEE HAVE RELIED UPON LICENSEE’S OW N EXPERIENCE, SKILL AND JUDGEMENT TO EVALUATE THE SOFTWARE AND THAT LICENSEE HAS SATISFIED ITSELF AS TO THE SUITABILITY OF THE SOFTWARE TO MEET LICENSEE’S REQUIREMENTS.

b) Limitation of Liability (Section 8): the following replaces the terms of this section in its entirety:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INNOVUM OR ITS DISTRIBUTORS, SUPPLIERS OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, ANY LOSS OR INACCURACY OF ANY DATA, OR COST OF SUBSTITUTE GOODS, REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND EVEN IF INNOVUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INNOVUM AND ITS SUPPLIERS’ AGGREGATE LIABILITY TO LICENSEE FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER SHALL BE LIMITED TO THE LICENSE FEES PAID BY LICENSEE FOR THE SERVICES OR THE FEES PAID BY LICENSEE FOR THE SERVICE DIRECTLY CAUSING THE DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING ALLOCATION OF RISK IS REFLECTED IN THE FEES CHARGED UNDER THIS LICENSE AGREEMENT. LICENSEE FURTHER ACKNOWLEDGES THAT THE LIMITATIONS OF THIS SECTION ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE PRICING AND OTHER TERMS SET FORTH IN THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

c) General (Section 12) The following replaces the word “Nevada”:

Brazil

 

Germany and Austria:

a) Warranty (Section 7): The following replaces the terms of this section in its entirety:

Innovum warrants that the Services provide the functionalities set forth in the associated documentation (“Documented Functionalities”) for the Limited Warranty Period following receipt of the Services when used on the recommended hardware configuration. Limited Warranty Period means one year if you are a business user and two years if you are not a business user. Non-substantial variation from the Documented Functionalities does not establish any warranty rights. THIS LIMITED WARRANTY DOES NOT APPLY TO SERVICES PROVIDED TO YOU FREE OF CHARGE (FOR EXAMPLE, UPDATES, PRE-RELEASE, EVALUATION, OR NFR) OR SERVICES THAT HAVE BEEN ALTERED BY YOU, TO THE EXTENT SUCH ALTERATION CAUSED A DEFECT. If the functionalities of the Services vary substantially from the agreed upon functionalities, Innovum is entitled, by way of re-performance and at its own discretion, to repair or replace the Services. If that fails, you are entitled to cancel the agreement.

b) Limitation of Liability (Section 8): the following paragraph is added to this Section:

The limitations and exclusions specified in this Section will not apply to damages caused by Innovum’s intentional or by gross negligence. In addition, Innovum shall be responsible up to the amount of the typically foreseeable damages from any damage which has been caused by Innovum or its agents due to the slightly negligent breach of a material contractual duty. This limitation of liability shall apply to all damage claims, irrespective of the legal basis thereof and in particular, to any pre-contractual or auxiliary contractual claims. This limitation of liability shall not, however, apply to any mandatory statutory liability under the product liability act nor to any damage which is caused due to the breach of an express warranty to the extent the express warranty was intended to protect you from the specific damage incurred. This clause shall not be intended to limit liability where the extent of liability is provided by mandatory law.

c) General (Section 12): The following replaces the first sentence of this section:

This Agreement is governed by the laws of country in which you acquired the Services, without reference to conflict of laws provisions or the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto.

 

Italy:

a) Limitation of Liability (Section 8): the following replaces the terms of this section in its entirety:

Apart from damages arising out of gross negligence or willful misconduct for which Innovum may not limit its liability, Innovum’s liability for direct and indirect damages related to the original or further defects of the Services, or related to the use or the nonuse of the Services or related to any case whatsoever for breach of the Agreement, shall be limited to the fees paid by you to Innovum for the Services or for the part of the Services upon which the damages were based.

b) General (Section 12): The following replaces the first sentence of this section:

This Agreement is governed by the laws of country in which you acquired the Services, without reference to conflict of laws provisions or the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto.

 

United Kingdom:

a) General (Section 12): The following replaces the first sentence of this section:

This Agreement is governed by the laws of England and Wales, without reference to conflict of laws provisions or the United Nations 1980 Convention on Contracts for the International Sale of Goods and any amendments thereto. Notwithstanding any other provision in this Agreement, nothing in this Agreement shall create or confer (whether expressly or by implication) any rights or other benefits whether pursuant to the Contracts Rights of Third Parties) Act 1999 or otherwise in favor of any person not a party hereto.

 

Please indicate below whether you accept, or do not accept, the terms and conditions of this End User License Agreement.