PLEASE READ CAREFULLY BEFORE USING THIS SOFTWARE: This End-User License Agreement ("EULA") is a legal agreement between (a) the Company and its End-User (s) and (b) Innovasys Limited, a subsidiary of Orbis Technologies, Inc. ("Orbis") that governs the use of the Software, made available by Orbis and/or our Subsidiaries. By proceeding to install this SOFTWARE you are indicating your acceptance of all the terms and conditions stated in this agreement.
If you do not agree to the terms of this Agreement, do not install or use the SOFTWARE and if it is a non-evaluation version, return it together with physical materials and media to the place you obtained them for a full refund.
Definitions: Within this document:
a) "SOFTWARE" will refer to the proprietary software application or tool produced by Orbis and our Wholly Owned Subsidiaries. The term “SOFTWARE” also includes without limitation the user interface, associated product documentation, and any third-party components made available as part of the purchase of the SOFTWARE.
b) Company denotes the entity, its partners, affiliates, subsidiaries, and all their employees, contractors, or consultants who access the SOFTWARE.
c) "Orbis" denotes Orbis Technologies, Inc. and its wholly owned Subsidiaries.
d) “Purchase” denotes the acquisition of SOFTWARE by Company and/or End User. The Purchase may be a defined Software Subscription term or in Perpetuity. Software purchased in Perpetuity may Purchase software Maintenance to access active updates.
1. GRANT OF LICENSE. Orbis may grant Company subscription and/or a perpetual, irrevocable, non-exclusive, non-transferable rights provided End User agrees to and comply with all terms and conditions of this EULA:
a) Use. Pursuant to this agreement, Orbis grants End User the right to access and use the provided SOFTWARE for business operations.
i. EVALUATION LICENSE and SINGLE USER LICENSE. The End User may install and use one copy of the SOFTWARE on a single main machine. The primary user of the computer on which the SOFTWARE is installed may make a second copy for his or her exclusive use on a portable computer.
ii. MULTI-USER LICENSE. The End User may use as many copies of the SOFTWARE as your multi-user license entitles you to, in the manner specified above. You are also entitled to make a corresponding number of secondary copies for portable computer use as specified above.
b) Copyright and Reservation of Rights. The SOFTWARE is owned by Orbis and is protected by copyright laws and international treaty provisions, as well as other intellectual property laws and treaties. The SOFTWARE is licensed, not sold, by Orbis. Orbis owns all right, title, and interest in and to the SOFTWARE and reserves all rights not expressly granted in this EULA, including, without limitation, all patent, copyright, trademark, and trade secret rights. The Company and End User agrees to refrain from any action that would diminish such rights.
c) Certified Provider. Only providers authorized and certified by Orbis, and our Subsidiaries may develop and/or support Orbis SOFTWARE.
2. RESTRICTIONS. The Company and End User agrees not to: (a) copy or use the SOFTWARE in any manner except as expressly permitted in this EULA; (b) transfer, sell, rent, lease, distribute, or sublicense the SOFTWARE; (c) use the SOFTWARE for providing time-sharing services, service bureau services or as part of an application services provider or software as a service offering for third parties; (d) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the SOFTWARE, in whole or in part, nor will the Company or End User use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the SOFTWARE or encourage others to do so; (e) alter or remove any proprietary notices in the SOFTWARE; (f) modify or create derivative works based upon the SOFTWARE, or (g) allow unauthorized and/or uncertified providers to support Orbis SOFTWARE. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one computer or accessed in any way other than through the provided user interface.
Distribution by the user of any designers, components or other component parts (EXE's, DLL's, OCX's), executables, source code, or on-line help files distributed by Orbis and its Subsidiaries as part of this product is prohibited. You shall not develop applications that provide an application programmable interface to the SOFTWARE or the SOFTWARE as modified. Redistribution by you or your users of SOFTWARE components, or your modified or wrapped version of SOFTWARE components without the appropriate redistribution license is prohibited.
The SOFTWARE is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the SOFTWARE could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). Orbis expressly disclaims any express or implied warranty of fitness for High Risk Activities.
3. DATA PROTECTION. Orbis agrees to comply with the obligations set forth under the General Data Protection Regulation (GDPR) 2016, as it applies to each of our activities under this EULA and pertaining to the Software.
4. LIMITED WARRANTY. You assume all responsibility for the selection of the SOFTWARE as appropriate to achieve the results you intend and for the installation of, use of, and results obtained from the SOFTWARE.
In no event shall Orbis or its Subsidiaries 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 use of or inability to use this ORBIS Limited product, even if Orbis or its Authorized Representatives have been advised of the possibility of such damages. ORBIS PROVIDES THE SOFTWARE "AS IS" AND WITH ALL FAULTS AND WITHOUT ANY OTHER WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE AND NON-INFRINGEMENT, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF LACK OF VIRUSES, ALL WITH REGARD TO THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ORBIS SHALL CREATE A WARRANTY.
The SOFTWARE, and content generated by the SOFTWARE, makes use of several Javascript libraries, including, but not limited to, jQuery and jQuery UI (http://www.jquery.com http://www.jqueryui.com). All of these javascript libraries are licensed under the MIT license and The MIT License (http://www.opensource.org/licenses/mit-license.php) applies to them. Each of the javascript files used and distributed include the original copyright notice and a web link in the header of the file.
5. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ORBIS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE AND/OR THIRD PARTY HARDWARE USED WITH THE SOFTWARE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS EULA). Orbis shall not be held liable for any loss or damage caused by errors or omissions or resulting from any use, misuse, or alteration of the Software.
6. TERM OF LICENSE. The license will continue in accordance with the period defined by the Purchase. Without prejudice to any other rights, Orbis may terminate this agreement if you fail to comply with the terms and conditions of this agreement. In such event, you must destroy all copies of the SOFTWARE and all its component parts.
7. ENHANCEMENTS AND UPDATES. From time to time, at its sole discretion, a Company with current Maintenance Agreements or active Subscriptions, Orbis may provide enhancements, updates, or new versions of the SOFTWARE on its then standard terms and conditions thereof.
8. CUSTOMER REMEDIES. Orbis and its Subsidiaries entire liability and your exclusive remedy shall be, at Orbis’ option, either (a) return of the price paid or (b) repair or replacement of the SOFTWARE that does not meet the Limited Warranty, and which is returned to Orbis with a copy of your receipt or proof of purchase. This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
9. MISCELLANEOUS. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, without reference to conflict of laws principles. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. You shall be responsible for the payment of all taxes, duties, or levies that may now or hereafter be imposed by any authority upon this Agreement for the supply, use, or maintenance of the SOFTWARE, and if any of the foregoing taxes, duties, or levies are paid at any time by Orbis or our Subsidiaries, you shall reimburse Orbis or our Subsidiaries in full upon demand.
10. ACKNOWLEDGEMENTS. If any provision of this Agreement shall be deemed to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining portions of this Agreement shall not be affected or impaired thereby.
This Agreement constitutes the entire agreement between the parties for the supply of the SOFTWARE and its associated documentation and supersedes all prior arrangements, agreements, representations, and undertakings. This Agreement may not be changed or modified except by a written instrument duly executed by each of the parties hereto. You acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.