iZeno End-User License Agreement ("Agreement")
Last updated: 22 Nov 2019
Please read this End-User License Agreement (“Agreement”) carefully before completing the order for the iZeno plugin (“Software”).
By completing the order, downloading or using the Software, Licensee is agreeing to be bound by the terms and conditions of this Agreement.
If you do not agree to the terms of this Agreement, do not download or use the Software.
- iZeno means iZeno Pte. Ltd.
- “Licensee” or “you” means the person, company, organization or other entity on whose behalf you are ordering the Software and entering into this Agreement.
- “License Fee” means the total amount paid and payable to iZeno by the Licensee for the Software from time to time.
- “Software” means each software product to which this order relates
- “Authorized Person” means a user of the Software for whom the Licensee has paid the License Fee to iZeno.
- “Authorized Use” means the installation of the Software and use of the Software by an Authorized Person for the Licensee’s internal business purposes in accordance with the terms of this Agreement.
2.1 Subject to the terms of this Agreement, iZeno grants to the Licensee, and the Licensee accepts from iZeno a non-exclusive, non-transferable, non-sublicensable limited license to use the Software for the Authorized Use.
2.2 Licensee may use one copy of the Software for non-production testing purposes without the need to pay additional fees.
3. Limitation of Liability
3.1 In no event shall iZeno be liable for loss of use, data or profits, or for any indirect, special, incidental, exemplary, punitive or consequential damages, regardless of the form of the action (breach of contract, tort or otherwise), even if the Licensee has been advised of the possibility of such loss or damage.
3.2 The Software is provided by iZeno and accepted by the Licensee on an “as is” basis. The liability of iZeno will be limited to a maximum of the original purchase price of the Software.
3.3 iZeno makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licenses.
3.4 iZeno does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that Software, in general, is prone to bugs and flaws within an acceptable level as determined in the industry.
4. Force Majeure
iZeno will be free of liability to the Licensee where iZeno is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where iZeno has taken any and all appropriate action to mitigate such an event.
5. Warrants and Representations
iZeno warrants and represents that it is the copyright holder of the Software. iZeno warrants and represents that granting the license to use this Software is not in violation of any other agreement, copyright or applicable statue.
6. Acknowledgements and warranty limitations
6.1 iZeno makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licenses.
6.2 The Licensee acknowledges that software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, iZeno gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
6.3 The Licensee acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, iZeno gives no warranty or representation that the Software will be entirely secure.
Licensee and iZeno agree to maintain the confidentiality of any proprietary information received by the other party after, during, or prior to entering into, this Agreement. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfil its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party’s Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.
8. iZeno’s Support
iZeno has no obligation to provide any technical or other support of any kind to the Licensee for the Software. If iZeno does make available support services available to Licensee, the use of such support services will be governed by a separate written agreement and, if applicable, fees for such services.
9. Licensee’s Obligations
9.1 Licensee must enter into its own direct agreement with the third-party software vendor, as applicable, to obtain access to or use of third-party software vendor’s products or services (“Third-Party Software”) before using this Software. By installing the Third-Party Software, Licensee must enter a separate agreement with the third-party software vendor (“Third-party Software Agreement”) and agrees to be bound by the terms of the Third-Party Software Agreement. Licensee has sole responsibility for the use of the Third-Party Software and any information entered, used, or stored thereon, including responsibility for the protection of data from modification, destruction, or disclosure and for the accuracy and integrity of the data. iZeno assumes no responsibility for Licensee’s negligence or failure to protect its data.
9.2 Licensee is responsible for:
(i) the correct use and application of the Software and services provided by iZeno;
(ii) the implementation in its organization of the required procedures; and
(iii) the protection of information, such as by making backup copies of data files.
9.3 Licensee shall also install, or have installed, any new Releases and the like provided by iZeno to Licensee in a timely and proper fashion. Licensee may not modify files, add additional files to the Software or, except in the cases specified by the Software or Documentation, modify files in any other way.
9.4 Licensee agrees to, and you will not permit others to:
(i) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software or make the Software available to any third party.
10. Modifications to Software
10.1 iZeno reserves the right to modify, suspend or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without notice and without liability to you.
10.2 You shall not (and shall not authorize any third party to): (a) decompile, disassemble, or otherwise reverse-engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever; (b) sell, sublicense, rent, loan, lease, distribute, market, or commercialize the Software for any purpose, including timesharing or service bureau purposes; (c) remove any product identification, proprietary, copyright or other notices contained in the Software; (d) modify or create a derivative work of any part of the Software, or incorporate the Software into or with other products or software not contemplated by this Agreement; (e) use the Software for any competitive purpose or publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software, or (f) except for back-up purposes, copy or otherwise reproduce the Software.
11. Ownership & Intellectual Property
The Software is made available on a limited license or access basis, and no ownership is conveyed to Licensee, irrespective of the use of terms such as “buy”, “purchase”, or “sale”. All right, titles and interests, including intellectual property rights, in relation to the Software (including any trademarks contained in or on the Software) are the property of iZeno, and iZeno is entitled to take whatever action it may decide in order to protect its rights, title and interest, including intellectual property rights, in relation to the Software. No title, ownership, copyright or intellectual property rights in the Software is transferred by this Agreement to Licensee. The Licensee must not remove or alter any trade mark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Software. All rights not specifically granted in this Agreement are reserved by iZeno.
12. Term and Termination
12.1 This Agreement commences from the date on which iZeno provides notice to the Licensee of Product activation and will continue in full force and effect for the period during which the Licensee continuously pays the License Fee for such Product(s).
12.2 This Agreement will terminate immediately, without prior notice from iZeno, in the event that you fail to comply with any provision of this Agreement.
12.3 Upon termination of this Agreement, Licensee shall cease all use of the Software and delete all copies of the Software from Licensee’s environment.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
14. Amendments to this Agreement
iZeno reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is a material, iZeno will provide at least 30 (thirty) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at iZeno’s sole discretion.
15. Governing Law and Jurisdiction
This Agreement shall be construed in accordance with and governed by the laws of Singapore. The parties hereby submit to the non-exclusive jurisdiction of the courts of Singapore.
The parties may not assign this Agreement or any right or obligation of this Agreement, by operation of law or otherwise, without the prior written consent of the party, which shall not be unreasonably withheld.
17. Contact Information
If you have any questions about this Agreement, please contact us (www.izeno.com/contact-us/).
18. Export Control
The Software is subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your download of, access to, and use of the Software. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Software or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the Software for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.