Entrinsik Informer End User License Agreement

This End-User License Agreement ("EULA") is a binding, legal agreement between you (either an individual person or your employer, if you are acquiring this Product on behalf of your employer) ("Licensee") and Entrinsik, Inc., a North Carolina corporation ("Entrinsik"). For the purpose of this EULA "Product" refers to (i) the current version of the Entrinsik Informer software product (the "Software"), (ii) associated print and electronic documentation ("Documentation"), (iii) software updates, (iv) web-based materials, and (v) electronic services that Entrinsik may provide to Licensee in conjunction with the use of this software, to the extent that these items are not accompanied by a separate agreement. By downloading, installing, copying, accessing, or otherwise using this Product, Licensee agrees to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, do not download, install, copy, access, or otherwise use this Product. Promptly return the Product and any proof of authorization to the place of purchase or if downloaded contact the entity from which you downloaded this Product for a refund.

  1. Entrinsik hereby grants Licensee a non-exclusive, non-transferable license to install this Product on the number of web servers and database servers for access by the number of authorized users for which Licensee has paid the applicable license fee. Licensee may also make a reasonable number of copies of this Product for backup purposes only. Licensee agrees to ensure that each copy of this Product is a true and complete copy, including all copyright and trademark notices, and includes a copy of this EULA. The Product may only be used at the business location agreed to by the parties. Entrinsik reserves all rights to the Product not expressly granted in this EULA.
  2. If Licensee has acquired an evaluation license, Licensee may use this Product in executable format only for a period of thirty (30) days following the first installation for evaluation purposes only. If Licensee has acquired a commercial license, Licensee may use this Product in executable format only for a period of twelve (12) months following the first installation. Thereafter, this EULA may be renewed upon the payment of the applicable renewal fees. If Licensee ceases to renew this EULA, the program shall cease to function at the end of the license term. If at any time during the term of this EULA, Licensee wishes to upgrade the level of services, Licensee must notify the supplier of this program and pay all applicable upgrade charges.
  3. Licensee will not use the Software for any purpose other than for its own internal business purposes and as set forth in the Documentation. Licensee may not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer the Software, or create derivative works based upon all or any part of the Software. Licensee may not distribute, transfer, lease, assign, rent, make available for timesharing or sublicense the Software. Licensee is responsible for obtaining, maintaining and purchasing all computer hardware, Internet access services and other equipment or services needed to access and use the Software. Licensee agrees to use any third-party software and intellectual property included in the Software ("Third Party Software") solely in connection with and as a part of the Software.
  4. Licensee may not use this Product to perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortious, or defamatory, nor to perform any activity which breaches the rights of any third party.
  5. This EULA is effective for the term specified in Section 2 above or until otherwise terminated. This EULA will terminate automatically if Licensee fails to comply with any term or condition of this EULA. Within ten (10) days after the date of expiration or termination Licensee shall return to Entrinsik or destroy, at Entrinsik’s option, all copies of the Software in Licensee’s possession or control, including any and all copies made by Licensee. Licensee may terminate this EULA by providing Entrinsik notice and destroying the Software and all copies, duplicates or backups thereof.
  6. Licensee agrees that all title and intellectual property rights in and to this Product, including but not limited to all source and object code; algorithms; text; images; data, screen and report layouts; and other media incorporated into this Product, are owned by Entrinsik and its licensors. This EULA does not grant Licensee any rights in connection with any trademarks of Entrinsik. Licensee acknowledges that Entrinsik may request, and Licensee may provide to Entrinsik, input regarding Licensee’s reactions, comments, and suggestions for improvement regarding the Software, including without limitation, usability, missing features, functional errors and bug reports. All such reports and other feedback Licensee provide to Entrinsik may be used by Entrinsik for any purpose whatsoever without compensation to Licensee.
  7. Licensee agrees that the Software (including any Third Party Software), its functionality, and any other material provided by Entrinsik that is marked "confidential" (the "Confidential Information") are the confidential property of Entrinsik. Licensee will not use or disclose any Confidential Information except to the extent Licensee can document that any such Confidential Information: (a) is in the public domain and generally available for use and disclosure by the general public, or (b) has been received by Licensee from a third party under no obligation of confidentiality in connection therewith. Licensee agrees not to deliver or otherwise make the Software available to anyone other than Licensee and only for the normal end-uses of the Software. Licensee agrees to safeguard the Software and to ensure that no unauthorized person gains access to the Software. The terms and conditions of this Section (Confidentiality) shall survive the termination or expiration of this EULA.
  8. Licensee acknowledges that this Product is subject to U.S. export jurisdiction. Licensee agrees to comply with all applicable national laws and international treaties that apply to this Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the U.S. and other governments.
  9. Licensee grants Entrinsik the right to include Licensee's company or organization name in lists of Entrinsik customers published on its web site and other promotional materials.
  10. This EULA is governed by the laws of the State of North Carolina without regard to its choice of law provisions. All disputes arising under or related to this EULA shall be decided by binding arbitration. The decision of the arbitrator or arbitrators shall be final. The commercial rules of the American Arbitration Association shall govern the arbitration proceedings. The site of the arbitration will be in Raleigh, North Carolina, and the arbitration award shall be enforceable in any court of competent jurisdiction. Notwithstanding anything contained in this Section to the contrary, Entrinsik shall have the right to institute judicial proceedings against Licensee or anyone acting by, through or under Licensee, in order to enforce Entrinsik’s rights hereunder through specific performance, injunction or similar equitable relief.
  11. Entrinsik warrants that if the software fails to function according to its documentation for a period of twelve (12) months from the date of installation, Entrinsik will at its option, repair or replace the software or refund the fees paid for such software. Entrinsik does not warrant that the software or the functions contained in the software will meet licensee’s requirements, operate without interruption, or be error-free. Other than as set forth in this eula, Entrinsik and its licensors provide this product "as is" and with all faults, and disclaims all warranties and conditions, either express, implied or statutory, including, but not limited to, any implied warranties or conditions of merchantability, noninfringement, fitness for a particular purpose, accuracy or completeness, results, and lack of negligence, all with regard to this product. The entire risk as to the quality of or arising out of the use of this product remains with licensee. In no event shall Entrinsik have any liability for or obligation to repair any software or component that has been altered or modified by licensee or used in a manner not consistent with its documentation.
  12. To the maximum extent permitted by applicable law, in no event shall Entrinsik or its licensors be liable for any special, punitive, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, costs of business interruption or delays, for personal injury or property damage, costs associated with lost or damaged data or documentation or failure of delivery, or the reliability, accuracy, completeness or usefulness of data or other results from use of the software) arising out of or in any way related to the use of or inability to use this product, the provision of or failure to provide support services, or otherwise in connection with any aspect of this eula or this product, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Entrinsik, and even if Entrinsik has been advised of the possibility of such damages.
  13. Entrinsik’s and any of its licensors’ cumulative liability to licensee or any other party for any loss of damages resulting from any claims, demands, or actions arising out of or relating to this eula shall not exceed the larger of the license fee paid to Entrinsik for the use of this product during the immediately preceding twelve (12) month period or u.s. $100.00.
  14. Licensee acknowledges that this EULA, together with applicable pricing terms and support terms, constitutes the entire agreement between Licensee and Entrinsik relating to this Product, and supersedes all prior or contemporaneous oral or written communications, proposals, and representations regarding this Product. This EULA may be amended only in a writing signed by both parties. No vendor, distributor, dealer, retailer, sales person or other person is authorized to modify this EULA or to make any warranty, representation or promise which is different than, or in addition to, the representations or promises of this EULA.
  15. If any provision of this EULA is invalid or unenforceable under applicable law, it is, to that extent, deemed omitted and the remaining provisions will continue in full force and effect.
  16. No waiver of any right under this EULA shall be effective unless in writing, signed by a duly authorized representative of the waiving party; failure to insist upon strict compliance with this EULA shall not be deemed a waiver of any future right arising out of this EULA. Nothing in this EULA shall be construed to create any partnership, joint venture, employer-employee or agency relationship of any kind. If any provision of this EULA is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be fully severable, and this EULA shall be construed and enforced as if the illegal, invalid or unenforceable provision had never been a part of this EULA. Licensee may not assign or transfer this EULA, and any such attempted assignment or transfer shall be null and void.
Last Updated March 24, 2015