Software License Agreement for iRise® Software
This Software License Agreement (“Agreement”) applies to the following iRise software products (“Software”): iRise Definition Center, iRise Studio, iRise Studio Professional Edition, iRise Studio Enterprise Edition, iRise Studio MX, iRise Manager, iRise Connect for Manager, iRise Adoption Center, iRise Reader, iRise Connect for HP Quality Center, iRise CodeGen, iRise Project Estimator, iRise Custom Reports, iRise Connect PE for IBM Rational Requirements Composer, iRise Connect for IBM Requirements Composer, iRise Connect for IBM Rational RequisitePro, iRise Connect for IBM Rational, and iRise Connect for Borland Caliber RM.
This Agreement is a legal agreement between you (either an individual or an entity) and iRise, Inc. and its suppliers and licensors (collectively, “iRise”) for any version of the Software that you download or install. BY SELECTING THE “ACCEPT” BUTTON AT THE BOTTOM OF THIS AGREEMENT, OR DOWNLOADING, INSTALLING OR USING ANY VERSION OF THE SOFTWARE, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU USE OR INTEND TO USE THE SOFTWARE FOR THE BENEFIT OF YOUR EMPLOYER OR OTHER SIMILAR ENTITY, THEN YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER AND SUCH OTHER ENTITY AND YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER AND SUCH OTHER ENTITY TO THESE TERMS AND CONDITIONS. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT OR IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SIMILAR ENTITY, SELECT THE “DECLINE” OR “CANCEL” BUTTON AND THE DOWNLOAD OR INSTALL PROCESS WILL NOT CONTINUE. ANY LICENSES GRANTED IN THIS AGREEMENT ARE CONTINGENT ON YOUR ACCEPTANCE OF ALL OF THE TERMS OF THIS AGREEMENT.
ANY MASTER SOFTWARE LICENSE AGREEMENT BETWEEN IRISE AND YOU OR YOUR EMPLOYER FOR THE SOFTWARE WILL SUPERSEDE THIS AGREEMENT AND GOVERN YOUR USE OF THE SOFTWARE.
License Grant. Subject to your advance payment in full of any applicable license fees, iRise hereby grants you a limited, non-exclusive, non-transferable license, for the term specified (if any) in the license key file provided by iRise, to (a) install and use the Software on a single computer that you own, lease or control and; (b) use the Documentation provided with the Software solely in connection with the use of the Software; and (c) make one copy of the Software and the related Documentation solely for backup purposes. The backup copy must retain all copyright notices. “Documentation” means product documentation created by iRise and provided to you with the Software that formally describes the use, function, or technical details of the Software (e.g., installation guides, user guides, and reference manuals). If your license key expires on a specified date (“Term End Date”), the Software will terminate operations on the Term End Date and accordingly, you will no longer have access to any files or output created with the Software. iRise will have no liability for any loss caused by such cessation of operation of the Software, including loss of data or loss of business. If your license key to the Software is a “trial” license key or the Software itself is labeled “trial” or you did not pay iRise a license fee for the Software, you must use the Software for non-production, evaluation purposes only. Federal government license rights are granted consistent with FAR 52.227-14 “Rights in Data – General”.
Limitations and Restrictions. You are only granted a license for the machine-readable, object code portion of the Software. You will not modify, enhance, reverse engineer or alter the Software. You will not sell, lease, assign, publish, bargain, convey or otherwise transfer or grant any rights to the Software. You will not make derivative works of the Software. You will not use the Software except as set forth in the Documentation and will not use the Software in combination with any other software not explicitly provided for in the Documentation. You will not attempt to circumvent or disable the license key features of the software, including without limitation features designed to enforce the Term End Date.
Reservation of Rights: You will not have any rights in or to the Software or Documentation except as expressly granted in this Agreement. iRise and its licensors and suppliers reserve to themselves all rights to the Software and Documentation not expressly granted to you in accordance with this Agreement.
The following paragraph applies only to iRise Studio Professional Edition, iRise Studio MX and iRise Studio Enterprise Edition. The following paragraph does not apply to iRise Studio Enterprise Edition if you have installed a license key for that product. Collection and transmission of Usage Data is automatically disabled upon installation of a license key for iRise Studio Enterprise Edition.
Termination: This Agreement is effective from the date that you accept this Agreement as specified above or otherwise download, install, or use the Software, and will automatically terminate upon the sooner of (a) the Term End Date, if any, (b) your violation of any provision of this Agreement, or (c) your return, destruction, or deletion of all copies of the Software in your possession. Upon termination of this Agreement, you will destroy all copies of the Software and Documentation in your possession within five days of such termination, and immediately thereafter, if requested by iRise, provide iRise with a written notice signed by you certifying that you have destroyed all copies of the Software and Documentation in your possession. iRise’s rights and your obligations will survive the termination of this Agreement.
Governing Law; Arbitration: This Agreement will be construed, interpreted and governed by the laws of the State of California, without regard to conflicts of law provisions thereof, and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. In the event of any controversy, claim, or dispute between the parties arising out of or relating to this Agreement, such controversy, claim, or dispute must be finally settled by binding arbitration in Los Angeles, California, under the Rules of Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with ICC rules. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. iRise may apply to any court of competent jurisdiction for injunctive relief without breach of this arbitration provision.
Support: Subject to payment in full of the applicable license or support fees (as further described in this paragraph), iRise makes available support regarding installation, operation, and use of the Software, between 6:00AM and 6:00PM PT, Monday through Friday, excluding U.S. national bank holidays by either (a) email to support@iRise.com or (b) telephone at 310-426-7880 or 866-361-3900 (“Support”). iRise will acknowledge receipt of and respond to all requests for Support within a reasonable amount of time. Support is included in the license fees for a time-limited license key to the Software (excluding any trial or evaluation version of the Software), until the Term End Date. Support must be purchased separately if you have purchased a perpetual license key to the Software. If purchased separately, the term of your Support shall be one year, and otherwise, the term of your Support shall be the same as the term of this Agreement (in each case, the “Support Term”).
Also subject to your advanced payment in full of the applicable license or support fees and during the Support Term, iRise may, at its sole discretion, make available new versions of the Software that include improvements, enhancements, upgrades, modifications or additions (“Updates”). Provided that such Updates are not separately marketed or charged for by iRise, you will be entitled to receive the Updates during the Support Term. Any Updates provided to you will be deemed part of the Software and must be used in accordance with the terms of this Agreement.
iRise is not obligated to continue to offer the Software, Support or Updates after the Support Term. If you have purchased a perpetual license key to the Software, and provided that iRise continues to provide Support for the Software, you may renew Support at the end of the Support Term. Fees for the renewal term shall be equal to the fees for the previous Support Term plus an inflation adjustment amount each renewal year in accordance with the following formula: If, 30 days prior to the end of the Support term, the unadjusted Consumer Price Index for All Urban Consumers, All Cities Average, 1982-84=100, as published by the Bureau of Labor Statistics of the Department of Labor (“CPI”), is higher than the CPI on the date one year prior (“Base Index”), iRise will increase the Support fees for the coming renewal term by the percentage that the then current CPI increased over the Base Index. iRise is not obligated to provide any Support or Updates for any trial or evaluation version of the Software.
Data Protection. You are solely responsible for protecting and backing up any of your data used or developed in connection with the Software.
Proprietary Rights Notices. You will neither alter nor remove any copyright notice or other proprietary rights notices that may appear on any part of the Software. In addition, when reproducing any part of the Software in accordance with this Agreement, you must include all copyright and other proprietary rights notices as are currently contained on each part of the Software.
Compliance with Laws. You must use the Software and Documentation in compliance with all applicable laws, including all export control laws.
Warranty Disclaimer. THE SOFTWARE IS PROVIDED TO YOU “AS IS” AND IRISE MAKES NO REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO USE, PERFORMANCE, OR RESULTS OF THE SOFTWARE. IRISE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, QUIET POSSESSION, CORRESPONDENCE WITH DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT, EXCEPT FOR ANY WARRANTY OR CONDITION THAT MAY NOT BE EXCLUDED BY APPLICABLE LAW OF YOUR JURISDICTION. IRISE DOES NOT WARRANT THAT THE SOFTWARE AND DOCUMENTATION ARE ERROR-FREE OR THAT OPERATION OF THE SOFTWARE WILL BE SECURE OR UNINTERRUPTED. YOU ACKNOWLEDGE THAT THE SOFTWARE ONLY CREATES A VISUAL SIMULATION OF THE SOFTWARE APPLICATIONS THAT YOU ARE ATTEMPTING TO DEVELOP AND THE SIMULATION IS NOT INTENDED FOR USE IN A PRODUCTION ENVIRONMENT. IRISE EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON APPLICATIONS THAT ARE SIMULATED OR DEVELOPED USING THE SOFTWARE.
Disclaimer of Consequential Damages and Cap on Liability. UNDER NO CIRCUMSTANCES WILL IRISE BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE OR YOUR USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST DATA, OR LOSS OF BUSINESS, EVEN IF IRISE IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. UNDER NO CIRCUMSTANCES WILL IRISE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THE SOFTWARE OR YOUR USE OF THE SOFTWARE, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SOFTWARE, IF ANY. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.
Consumer End Users Located Outside of the USA. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer (i.e., a person acquiring goods otherwise than in the course of a business). The limitations or exclusions of warranties, remedies or liability contained in this Agreement will apply to you only to the extent the limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
Indemnification. You agree to defend, indemnify, and hold harmless iRise, its suppliers and each of their respective officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any actual or threatened third party claims that you have (i) used the Software in violation of another party's rights or in violation of any law, or (ii) violated any terms of this Agreement. If you are importing the Software from the United States, you will indemnify and hold iRise and its distributors harmless from and against any import and export duties or other claims arising from such importation.
Inspection. iRise will have the continuing right to inspect your facilities during normal business hours (following provision of reasonable advance notice to you by iRise), to verify your compliance with this Agreement.
No Assignment. You may not assign or otherwise transfer in any way (including by merger, sale of assets, operation of law, or otherwise) any of the rights and obligations arising out of this Agreement without the prior written consent of iRise.
Severability; Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate. The failure or delay of iRise to exercise any of its rights under this Agreement or upon any breach of this Agreement will not be deemed a waiver of those rights or of the breach.
Entire Agreement. This Agreement constitutes the entire agreement between you and iRise with respect to the subject matter of this Agreement and merges all prior and contemporaneous communications. This Agreement may only be modified by a written agreement signed by both you and iRise.
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