Notifee License Terms
The terms of the product license are set out below.
Copyright (c) 2019, Invertase Limited (UK), All rights reserved.
This Agreement governs the relationship between YOU OR THE ORGANIZATION ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT (hereinafter: Licensee) and Invertase Limited, a LICENSOR whose principal place of business is in the United Kingdom (hereinafter: Licensor).
This Agreement sets the terms, rights, restrictions and obligations on using the purchased Notifee product (hereinafter: the Software) created and owned by Licensor, as detailed herein.
- Grant of License
The Licensor hereby grants Licensee a Personal, Non-assignable & non-transferable, Commercial, Royalty free, Including the rights to create but not distribute derivative works, Non-exclusive license, all with accordance with the terms set forth and other legal restrictions set forth in 3rd party software used while running Software.
- 2.1 Limited
Licensee may use Software for the purpose of:
- Running the Software on Licensee's Android and or iOS devices, Website(s) and Server(s);
- Allowing 3rd Parties to run the Software on Licensee's Android and or iOS devices, Website(s) and Server(s);
- Publishing the Software's output to Licensee and 3rd Parties;
- Distribute verbatim copies of Software's output (including compiled binaries);
- Modify Software to suit the Licensee’s needs and specifications.
- 2.2 Binary Restricted Licensee may sublicense Software as a part of a larger work containing more than Software, distributed solely in Object or Binary form under a personal, non-sublicensable, limited license. Such redistribution shall be limited to unlimited codebases.
- 2.3 Non Assignable & Non-Transferable Licensee may not assign or transfer his rights and duties under this license.
- 2.4 Commercial, Royalty Free Licensee may use the Software for any purpose, including paid-services, without any royalties
- 2.5 Including the Right to Create Derivative Works Licensee may create derivative works based on the Software, including amending Software’s source code, modifying it, integrating it into a larger works or removing portions of the Software, as long as no distribution of the derivative works source code is made.
- 2.6 Number of Usages Licensee may use the software for a single cross-platform application only, e.g. a separate iOS app and Android app together count as one 'single cross-platform application'.
- Term & Termination
The Term of this license shall be until terminated. Licensor may terminate this Agreement, including Licensees license in the case where the Licensee:
- 3.1: became insolvent or otherwise entered into any liquidation process; or
- 3.2: exported The Software to any jurisdiction where licensor may not enforce his rights under this agreements in; or
- 3.3: Licensee was in breach of any of this license's terms and conditions and such breach was not cured, immediately upon notification; or
- 3.4: Licensee in breach of any of the terms of clause 2 to this license; or
- 3.5: Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License.
- 3.6: Licensee is refunded their FEE in full as laid out in clauses 4 and 9.
In consideration of the License granted under clause 2, the Licensee shall pay Licensor a FEE, via any payment method which the Licensor may deem adequate. Failure to perform payment shall construe as material breach of this Agreement.
The Licensor, at their sole discretion, may choose to waive the FEE to license the Software and grant a Licensee a license free of charge. Licenses granted free of charge are still subject to the other terms set out in this license.
- Upgrades, Updates and Fixes
Licensor may provide Licensee from time to time with Upgrades, Updates or Fixes, as detailed herein and according to the Licensor's sole discretion. The Licensee hereby warrants they may, at their sole discretion, keep the Software up to date and install relevant updates & fixes and purchase upgrades, according to the rates set by Licensor.
Licensor shall provide any Upgrade, Update or Fix free of charge; however, nothing in this Agreement shall require the Licensor to provide Upgrades, Updates or Fixes.
- 5.1 Upgrades For the purpose of this license, an Upgrade shall be a material amendment in the Software, which contains major new features and or major improvements and shall be marked as a new 'major' version number. For example, should the Licensee purchase the Software under version 3.x.x, an upgrade shall commence under number 4.0.0.
- 5.2 Updates For the purpose of this license, an update shall be a minor amendment in the Software, which may contain new features or minor improvements and shall be marked as a new 'minor' version number. For example, should the Licensee purchase The Software under version 3.2.x, an minor update shall commence under version number 3.3.0.
- 5.3 Fix For the purpose of this license, a fix shall be a patch amendment in the Software, intended to fix bugs or alter minor features which impair the the Software's functionality. A fix shall be marked as a new 'patch' version number. For example, should Licensee purchase Software under version 3.2.1, an patch shall commence under version number 3.2.3.
Software is provided under an AS-IS basis and without any guaranteed support, updates or maintenance. Nothing in this Agreement shall require the Licensor to provide the Licensee with support or fixes to any bug, failure, performance issue or other defect in the Software.
6.1 Notifying the Licensor of bugs Licensee may provide Licensor of details regarding any bug, defect or failure in the Software promptly and with no delay from such event; Licensee shall comply with Licensor's reasonable requests for information regarding bugs, defects or failures, and, furnish the Licensor with information, screenshots and try to reproduce such bugs, defects or failures.
6.2 Feature Requests Licensee may request additional features in the Software, provided however, that
- (i) Licensee shall waive any claim or right in any such feature should the feature be developed by the Licensor;
- (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be following the development of such features or in direct competition with Licensor;
- (iii) Licensee warrants that the feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and
- (iv) the Licensee developed, envisioned or created the feature solely
To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by the Licensee as a result of the Software’s actions, failure, bugs and/or any other interaction between the Software and Licensee’s equipment, applications, computers, other software or any 3rd party equipment, computers, applications or services. Moreover, Licensor shall never be liable for any defect in code written by Licensee when relying on the Software or using the Software’s code.
- 8.1 Intellectual Property Licensor hereby warrants that the Software does not violate or infringe any 3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best of its knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights.
- 8.2 No-Warranty The Software is provided without any warranty; Licensor hereby disclaims any warranty that the Software shall be error free, without defects or code which may cause damage to Licensee’s computers, Licensee's software or to the Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating the Software and undertake the risks contained in running the Software.
- 8.3 Prior Inspection Licensee hereby states that they have inspected the Software thoroughly and found it satisfactory and adequate to their needs, that it does not interfere with their regular operation and that meets the standards and scope of their computer systems, applications, users, and architecture. Licensee found that the Software interacts with their code, website, application, and server environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing their services. Licensee hereby waives any claims regarding the Software's incompatibility, performance, results and features, and warrants that they inspected the Software.
Licensee warrants that they inspected the Software according to clause 8.3 and that it is adequate to their needs. Accordingly, as the Software is intangible goods, the Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever, even if the Software contains material flaws.
The Licensor however, at their sole discretion, may choose to grant a refund to the Licensee either partially or in full. Full refunds of the FEE revoke the Licensees license as per clause 3(6).
Licensee hereby warrants to hold the Licensor harmless and indemnify the Licensor for any lawsuit brought against it in regards to Licensee’s use of the Software in means that violate, breach or otherwise circumvent this license, Licensor's intellectual property rights or Licensor's title in the Software. Licensor shall promptly notify Licensee in case of such legal action and request Licensee's consent prior to any settlement in relation to such lawsuit or claim.
Licensee hereby agrees not to initiate lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, costs, or attorney fees should any claim brought by the Licensee against the Licensor be denied, in part or in full.
- Governing Law, Jurisdiction
This license and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this license or its subject matter or formation.