INFIGO Software License Agreement
As used in this Agreement, “INFIGO
,” refers to INFIGO IS d.o.o. za računalne i srodne djelatnosti
, Samobor, Croatia, M. Korvina 6, a company organized and existing under the Croatian laws, registered with the Commercial Court in Zagreb under the registered ID number (MBS) 080539538, PIN: 80388846818, VATID: HR80388846818; and “LICENSEE” refers to the company, government, or other entity on whose behalf you have entered into this Agreement or, if there is no such entity, you as an individual.
By downloading and/or installing INFIGO SOFTWARE:
- Licensee is confirming that it/he/she has read and understood these Terms, and agrees to be legally bound by them on behalf of himself or herself as an individual or on the name and behalf of the party on whose behalf Licensee is acting (i.e. company, government body, or other entity); and
- Licensee (and the represented party, if any) acknowledges and guarantees that by submitting a purchase order for obtaining the license to use INFIGO Software, he/she (and the represented party (if any)) have agreed to be legally bound by these Terms.
- if the Licensee is a company, governmental body, institution or other legal entity, the person ordering and/or purchasing the license to use INFIGO Software has the authority to act on behalf of and bind the Licensee,
- Licensee’s issuance of the purchase order constitutes acceptance of these Terms notwithstanding anything to the contrary in such purchase order. If any purchase order contains any terms or conditions that are different from or additional to the terms and conditions set forth in these Terms, then INFIGO expressly rejects such different or additional terms and conditions, and such different or additional terms and conditions will not become a part of the agreement between INFIGO and Licensee notwithstanding any subsequent acknowledgement, invoice or license key that INFIGO may issue.
” means the date of INFIGO’s initial delivery of the license key for the applicable Software or otherwise making the applicable Software available for download by Licensee.
” means any updates, upgrades, releases, fixes, enhancements or modifications to the Software made generally commercially available by INFIGO to its support customers under the terms and conditions set forth in these Terms as well as in Exhibit A.
3. “Evaluation Software
” means Software that is specified in the Purchase Order as provided under an evaluation license or a free trial license.
4. “INFIGO Materials
” mean the Software, Software license keys and end user documentation relating to the foregoing.
5. “Intellectual Property Rights
” means all patent, copyright, trademark, and trade secret rights and other intellectual property and proprietary rights, whether registered or unregistered.
6. “Internal Business Purpose
” means Licensee’s use for its own internal business operations on Licensee’s systems, networks and devices with Licensee’s data. Such use does not include use by Licensee for the purpose of providing the services to the other customers on a commercial or noncommercial basis or otherwise to provide services to, or process data for, any third party.
7. “License Fees
” has the meaning set forth in Section 4.2 and the relevant purchase order.
8. “Software licensed under the Commercial License
” means Software for which Licensee has paid a License Fee to INFIGO.
” means the Software products listed in the purchase order and any Enhancements thereto made available to Licensee by INFIGO.
10. “Support Fees
” has the meaning set forth in Exhibit A.
11. “Support Services
” has the meaning set forth in Section 4.3 and Exhibit A.
” has the meaning set forth in Section 6.1.
13. “Licensed Capacity
” means the maximum usage of the Software that is permitted under the type of license included in the applicable Purchase Order. The available types of licenses and the associated Licensed Capacity for each are set forth in Exhibit B.
2. STRUCTURE OF THESE TERMS
These Terms consists of the Software License Terms, Exhibit A
and Exhibit B
3. SCOPE OF THESE TERMS – LICENSE
3.1. Commercial License for the Software
. Subject to the Licensee’s compliance with these Terms including without limitation the Licensee’s payment of all License Fees, INFIGO grants to Licensee a nonexclusive, nontransferable, non-sublicensable and worldwide license during the Term of these License Terms to install and use the Software within the Licensed Capacity solely for Licensee’s Internal Business Purposes.
3.2 Evaluation License for the Software
. Subject to Licensee’s compliance with these Terms, INFIGO grants to Licensee a nonexclusive, worldwide, nontransferable, non-sublicensable license during the applicable Term to install and use the Software within the Licensed Capacity solely for evaluating whether Licensee wishes to purchase a commercial license for such Software. It is hereby acknowledged and accepted by the Licensee, INFIGO shall not provide maintenance and support (Section 4.3), warranty (Section 5.1), or indemnification (Section 5.4) within the Evaluation License.
3.3. Licensee’s Representation and Warranties
. The Licensee represents and warrants that all use of INFIGO Materials by the Licensee (its third-party service providers and its affiliates) shall be in compliance with these Terms, terms and conditions and policies available at INFIGO’s web site and all applicable laws and regulations, including but not limited to, copyright and other intellectual property laws and privacy regulations.
. Except for the licenses expressly granted to Licensee in Section 3.1, INFIGO retains all rights, title and interest in, to and associated with the INFIGO Materials, including but not limited to, Software. Licensee shall not take any action inconsistent with INFIGO’s ownership of the INFIGO Materials. Licensee will not acquire or claim any right, title or interest in or to any INFIGO Materials or related Intellectual Property Rights, whether by implication, operation of law or otherwise. Notwithstanding anything to the contrary, the Software is licensed, not sold, to Licensee.
3.5. License Restrictions
. The number of licenses, agents, tiers, nodes, or seats that the Licensee is authorized to use is specified in Exhibit B: Licensed Capacity.
The Licensee is not authorized to use INFIGO Materials out of the scope of these License Terms. Any such use may be charged with the additional License Fee or monetary penalty for unauthorized use of the INFIGO’s Intellectual Property Rights as set out in the local copyright laws and regulations.
For the avoidance of doubt, Licensee hereby acknowledges that he shall have no right to: (a) copy any INFIGO Materials (except as required to run the Software and for reasonable backup purposes); (b) modify, adapt, or create derivative works of any INFIGO Materials; (c) rent, lease, loan, resell, transfer, sublicense, distribute, disclose or otherwise provide any INFIGO Materials to any third party; (d) decompile, disassemble or reverse-engineer any INFIGO Materials, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in any INFIGO Materials, except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary; (e) attempt to disable or circumvent any license key or other technological mechanisms or measures intended to prevent, limit or control use or copying of, or access to, any INFIGO Materials; (f) remove or obscure any copyright, trademark, patent, or other proprietary notices, legends or symbols from any INFIGO Materials; (g) otherwise access or use any INFIGO Materials except as expressly authorized in this Agreement; (h) exceed the Licensed Capacity or (g) encourage or assist any third party to do any of the foregoing.
4. PURCHASE ORDERS, FEES, PAYMENTS AND DELIVERY
4.1. Purchase Orders
: Licensee may place orders with INFIGO through INFIGO’s website or e-mail. Purchase orders are subject to acceptance by INFIGO.
4.2. Prices and Taxes
: The Licensee shall pay the license utilization fees (“License Fees
”). Prices are exclusive of taxes, and fees (including installation and if applicable shipping and handling for media) unless otherwise quoted. If a withholding tax is required by law, the Licensee shall contact INFIGO’s order representative to discuss appropriate procedures for withholding the tax, remitting it to appropriate authority and assisting INFIGO with necessary documentation to claim the tax credit.
4.3. Support Services
. If Licensee has purchased support and maintenance for the Software purchased under the Commercial License (the “Support Services
”), then INFIGO will provide the level of support and maintenance under its standard terms and conditions for support services. in accordance with the terms and conditions set forth in Exhibit A
. The Licensee is entitled to receive new versions, releases or maintenance updates of the applicable Software (“Enhancements
”), if available. The price of such Enhancements is included into the support service fee. Any necessary changes to the Licensee’s IT system that are related to such Enhancements and required to ensure compatibility with the Enhancements must be made by the Licensee at its own costs and within reasonable time.
4.5. Invoices and Payment
. The Licensee agrees to pay all invoiced amounts within thirty (30) days of INFIGO’s invoice date. Unless otherwise quoted, support services will be invoiced in advance. INFIGO may suspend or cancel performance of open purchase orders if the Licensee fails to make payments when due. In addition, INFIGO shall have the right to terminate these Terms in case the Licensee fails to meet its payment obligations arising from the use of the Software within 10 days from the issue of a written reminder to pay the due amount of the License. INFIGO shall not refund any due or paid fees to the Licensee.
. INFIGO will strive to deliver INFIGO Materials in a timely manner. INFIGO may elect to deliver INFIGO Materials and related product/license information by electronic transmission or via download in the country where INFIGO accepts the Licensee’s purchase order. INFIGO reserves the right to sub-contract or assign all or part of delivery to its affiliated companies without any further consent of Licensee.
5. WARRANTIES, DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
. INFIGO warrants that for a period of 1 year from the delivery of Software under the Commercial License, Software will substantially perform the material functions described in INFIGO’s user documentation for such Software, when used in accordance with the user documentation. The sole liability of INFIGO, and Licensee’s sole remedy, for any failure of the Software to conform to the foregoing warranty, is for INFIGO to do one of the following (at INFIGO’s sole discretion): (a) modify, or provide an Enhancement for Software so that it conforms to the foregoing warranty, (b) replace Licensee’s copy of the Software with a copy that conforms to the foregoing warranty, or (c) terminate the license with respect to the non-conforming Software and refund the License Fees paid by Licensee for such non-conforming Software. All warranty claims must be made by written notice to INFIGO on or before the expiration of the warranty period. NO THIRD PARTY, INCLUDING AGENTS, DISTRIBUTORS, OR AUTHORIZED RESELLERS, IS AUTHORIZED TO MODIFY ANY OF THE ABOVE WARRANTIES OR MAKE ANY ADDITIONAL WARRANTIES ON BEHALF OF INFIGO.
5.2 Disclaimer of Warranty for the INFIGO’s Materials
. Save for the warranties expressly set out in Section 5.1., INFIGO Materials are provided “as is” without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability, or fitness for a particular purpose. Any and all liabilities and warranties under or in connection with these Terms are hereby excluded to the fullest extent permissible by law unless explicitly otherwise provided in these Terms. Under no circumstances shall either party be liable for any direct or indirect, special, incidental or consequential damages that may arise from these Terms, such as, but not limited to, loss of revenue or anticipated profits or lost business, and in any case INFIGO's liability under these Terms shall not exceed the License Fees paid to INFIGO by the Licensee, if any. Without limitation of the generality of the foregoing, INFIGO does not warrant that use of the Software will be uninterrupted, error free or secure, or that all defects will be corrected. In addition, the Licensee is solely responsible for the accuracy, quality and security of its data and for maintaining a backup of all such data, and for ensuring the security and integrity of its (and its affiliates’ and service provider’s) data, computers, networks and systems (including with respect to protecting against viruses and malware).
. If a third party claims that Software purchased under the Commercial License, alone and not in combination with other programs or equipment, infringes that party's registered patent or copyright rights or similar laws in a jurisdiction where the Licensee is authorized to use the Software, INFIGO will defend the Licensee against such claim at its expense and pay all costs, damages, and attorney fees that a court of competent jurisdiction finally awards or that are included in a settlement approved by INFIGO; provided that, the Licensee promptly notifies INFIGO in writing of the claim, allow INFIGO to control the defense and any related settlement negotiations, reasonably cooperate with INFIGO in the preparation of such defense and negotiations. If such a claim is made or appears likely to be made, INFIGO may take action to enable to the Licensee to continue to use the Software, modify it so that it is non-infringing, or replace it with non-infringing Software that is at least functionally equivalent. If INFIGO determines that none of these alternatives is reasonably feasible, INFIGO may terminate License to use INFIGO Software and the Licensee agree to return the INFIGO Software to INFIGO upon its written request. INFIGO will then give Licensee a refund of License Fees previously paid by Licensee, less straight-line depreciation on a three-year basis from the delivery of INFIGO Software. This is INFIGO’s sole and exclusive obligation to the Licensee and the Licensee’s sole remedy regarding any claim of intellectual property infringement. INFIGO shall have no liability under this Section if: (i) the allegation of infringement arises from or relates to the unauthorized modification of the INFIGO Software; (ii) the INFIGO Software is not being used in accordance with the terms and conditions of these Terms or in conformance with the INFIGO Material, (iii) INFIGO has announced that it no longer supports such INFIGO Software, (iv) the alleged infringement could have been avoided by the use of an update or patch released by INFIGO , or (v) the alleged infringement is a result of use of the INFIGO Software with any non-INFIGO supplied third party product.
5.4 Limitation of Liability
. To the full extent permitted by applicable law, (a) INFIGO and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors will not be liable for any special, indirect, incidental, consequential or punitive damages (including any damages arising from loss of use, loss of data, lost profits, business interruption, or costs of procuring substitute software or services) arising out of or relating to these Terms or the subject matter hereof; and (b) INFIGO entities' total cumulative liability arising out of or relating to these Terms or the subject matter hereof will not exceed the amounts paid by the Licensee to INFIGO for the Software purchased under the Commercial License in the twelve (12) months prior to the event giving rise to such liability, in each of the foregoing cases (a) and (b), regardless of whether such liability arises from contract, indemnification, warranty, tort (including negligence), strict liability or otherwise, and regardless of whether INFIGO has been advised of the possibility of such loss or damage. In addition, Licensee, and not INFIGO, is solely responsible for the accuracy, quality and security of Licensee’s data and for maintaining a backup of all such data, and for ensuring the security and integrity of Licensee’s (and its affiliates’ and service provider’s) data, computers, networks and systems (including with respect to protecting against viruses and malware).
6. TERM AND TERMINATION
6.1. Evaluation Software
. If Licensee is granted a license for Evaluation Software, then the Term for such Evaluation Software will be specified in the Purchase Order or with the license key. If no such term is specified, the Term for Evaluation Software is thirty (30) days from the date the license key is delivered. Any license keys provided for Evaluation Software will automatically expire and cause the Evaluation Software to become non-operational at the end of the Term. If Licensee wishes to use the Evaluation Software after the Term expires, then Licensee must obtain the applicable paid license.
6.2 Termination by Licensee
. Licensee may terminate these Terms upon thirty (30) days’ prior written notice to INFIGO if INFIGO commits a material breach of its obligations under this Agreement, other than its obligations under the Sections entitled “Limited Warranty” and “Indemnification” and fails to either (i) cure that breach within the thirty (30) day period or (ii) make substantial progress to the Licensee’s reasonable satisfaction to cure such breach and implement a plan that cures such breach within sixty (60) days of the breach notice.
6.3. Termination by INFIGO
. In addition to termination under the Sections entitled “Limited Warranty” and “Indemnification, INFIGO may terminate these Terms upon thirty (30) days’ prior written notice to the Licensee if Licensee commits a material breach of its obligations under these Terms and it fails to (i) cure that breach within the thirty (30) day period; or, (ii) make substantial progress to INFIGO’s reasonable satisfaction to cure such breach and implement a plan that cures such breach within sixty (60) days of the breach notice; provided that such notice and opportunity to cure shall not be required if such breach is reasonably incapable of cure then INFIGO may terminate these Terms immediately in such event. Material breach may include, but is not limited to, any breach that adversely and materially affects INFIGO's Intellectual Property Rights; failure to pay fees due and payable; or breach of the confidentiality obligations. If the Licensee breaches its obligations under the Agreement, INFIGO shall have the right to withhold its own performance hereunder.
6.4. Effect of Termination
. Any termination hereunder shall not release either party from any liability that, as of the date of termination, had already accrued or is attributable to a period prior to such termination, nor shall termination preclude either party from pursuing any rights or remedies it may have under law or in equity with respect to any breach of these Terms. In the event of termination of these Terms by either party of the applicable Software (i) all applicable amounts due or to become due hereunder will immediately be due and payable to INFIGO (subject only to any setoff to which the Licensee may be entitled with respect to a pro rata refund by INFIGO pursuant to Section entitled “Limited Warranty” or the Section entitled “Indemnification”); and (ii) all applicable licenses granted hereunder shall immediately be revoked, and (iii) the Licensee shall no longer be entitled to receive any applicable Support Services hereunder. Further, if INFIGO terminates these Terms for cause as a result of the Licensee’s breach of its Intellectual Property Rights, breach of confidentiality obligations hereunder, or failure to pay the License Fee for the Software, any applicable Licenses granted hereunder shall also be immediately be revoked. Immediately following termination for any reason, Licensee shall certify to INFIGO in writing that all copies and partial copies of applicable INFIGO Material in its possession or control and any applicable INFIGO Software for which License grant has been revoked, have been deleted from all computers and storage devices (including any backup or archival copies), have been returned to INFIGO or destroyed, and are no longer in use by the Licensee or any other party to whom the Licensee granted access to such information.
7. CONFIDENTIALITY AND PERSONAL INFORMATION
7.1. Confidentiality Obligations
. In connection with these terms or any order made under them, the Parties may exchange confidential business, technical or financial information. This information will be treated as confidential if it is indicated as such when it is disclosed, or if it would reasonably be understood as confidential by its nature and the circumstances of disclosure. Confidential information may be used by a receiving party only for the purpose of fulfilling its obligations or exercising its rights under these terms, and may be shared only with employees, agents or contractors who have a need to know the confidential information for that purpose. The receiving party will protect the confidential information with a reasonable degree of care to prevent its unauthorized use or disclosure. The receiving party’s confidentiality obligations will be indefinite. These confidentiality obligations will not extend to information that: was already known by the receiving party prior to its disclosure; is or becomes public knowledge without breach by the receiving party; is independently developed or learned by a receiving party; is rightfully received by a receiving party from an independent third party; or is required to be disclosed by a governmental agency or by law.
7.2. Sensitive Information
. The Parties designate the following information as their Sensitive Information: sensitive technical or personally-identifiable Confidential Information of a party that is disclosed to the other party, where examples of Sensitive Information for INFIGO include details about product architecture, source code, product schematics and workflows, etc., and where examples of Sensitive Information for Licensee include any personally-identifiable information related to Licensee’s employees and customers and technical details regarding Licensee’s proprietary systems. The Parties agree that confidentiality obligations in respect to the Sensitive Information have been undertaken on a perpetual basis.
7.3. Personal Data
8.1. Amicable Dispute Resolution
. If the Licensee is dissatisfied with the Software or Support Services purchased under these Terms and disagree with INFIGO’s proposed resolution, the Parties (if possible) agree to promptly escalate the issue to a Management Boards in their respective organizations for an amicable resolution without prejudice to the right to later seek a legal remedy.
. These Terms represent the entire understanding of the Parties with respect to the purchase of the Licensed Capacity and Support Services and supersede any previous communication or agreements that may exist.
. Licensee may not assign these Terms, in whole or in part, without the written consent of INFIGO. INFIGO may assign these Terms, in whole or in part, to any third party for any reason without the Licensee’s consent.
. Licensee will comply fully with all relevant export laws and regulations of Croatia and any other country where Licensee uses any of the INFIGO Materials. Licensee certifies that it will not export, re-export, ship, transfer or otherwise use the INFIGO Materials in any country subject to an embargo or other sanction by Croatia, and that Licensee will not use the INFIGO Materials for any purpose prohibited by the export laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses.
. Licensee agrees that INFIGO may publish a brief description describing its deployment of the Software and identify Licensee as INFIGO customer on any of INFIGO’s websites, client lists, press releases, and/or other marketing materials.
8.6. Governing Law and Jurisdiction
. These terms will be governed by the laws of Croatia and the Croatian court situated in Zagreb, Croatia will have jurisdiction in case of potential dispute between the Parties. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
INFIGO SOFTWARE SUPPORT SERVICES1. TERMS AND CONDITIONS
The following Terms and Conditions represent a Service Level Agreement between INFIGO and the Licensee for the provisioning of INFIGO Software Support Services.
Subject to Licensee's termination rights set forth in the Software License Terms (Terms), ordering any support from INFIGO or any authorized reseller indicates Licensee's acceptance of these Terms and Conditions. These Terms and Conditions are effective upon software delivery and acceptance and, unless terminated earlier in accordance with the Terms are valid for a period of one (1) year hereafter.2. SUPPORT AND MAINTENANCE
. Subject to Licensee’s timely payment of the applicable annual Support Fees set forth in the Purchase Order, INFIGO will provide the level of Support identified in the agreement in accordance with the support descriptions set forth below. No other maintenance or support for the software shall be included unless specifically agreed in written by parties.
2.2. Support Fees
. Support Fees will be due and payable in accordance with the Terms and relevant Purchase Order. INFIGO will notify (electronically or otherwise) the Licensee of the then-current annual Support Fee for Licensee’s level of Support in each notice of term renewal. Support Fees are non-refundable once paid.
2.3. Renewal of Support Terms
. These Terms and Conditions will automatically renew for additional one (1) year term, unless either party provides the other (or if purchased through a reseller, the reseller is provided) with written notice of its intent not to renew these Terms and Conditions at least thirty (30) days prior to the end of the then current Initial Term or Renewal Term. After that, support terms and conditions may be renegotiated/renewed by INFIGO and Licensee at the end of the current support term at the discretion of both stakeholders. If the support term expires, it may be re-activated by submitting a purchase order that includes fees for the lapsed period in accordance with the Terms.
. Either party may terminate this SLA by written notice to the other party if the other party materially breaches the Terms and does not cure the breach within thirty (30) days of receiving a notice of the breach. If Licensee terminates the Agreement due to INFIGO’s uncured material breach of the support and maintenance terms set forth herein, then INFIGO will be obliged to refund any unused prepaid fees to Licensee as Licensee’s sole and exclusive remedy.
. INFIGO will have no obligation of any kind to provide Software Support for issues caused by or arising out of any of the following: (i) modifications to the Software not made by INFIGO; (ii) use of the Software other than as authorized in the Agreement or as provided in the documentation for the Software; (iii) damage to the machine on which the Software is installed; (iv) Licensee’s continued failure to use the Software without reference to the documentation; (v) versions of the Software other than the most recent or supported version; (vi) third-party products not expressly supported by INFIGO software and described in the documentation; or (vii) conflicts related to replacing or installing hardware, drivers, and software that are not expressly supported by INFIGO software and described in the documentation. If INFIGO determines that support for an issue is caused by a Licensee error, INFIGO will notify Licensee as soon as reasonably possible under the circumstances. If Licensee agrees that INFIGO should provide support for the error via a confirming email, then INFIGO will have the right to invoice Licensee at INFIGO’s then current time and materials rates for any such support provided by INFIGO.
2.6. Quality of Service
. All services in relation to the INFIGO Solution Support shall be provided by engineers with adequate technical capabilities and professional certifications.
2.7. INFIGO Software Support
. INFIGO’s Support response to support requests will be according to the following table:
||Resolution or workaround
||From report time
||1 business day
|Issues and bugs
||From report time
||1 business day
||From report time
||2 business days
The above definitions shall mean as follows:
- Critical problems: INFIGO Software is completely inaccessible, or the majority of its functionality is unusable.
- Issues and bugs: One or more of INFIGO Software components are inaccessible;
- Improvement requests: Addition of new software functionalities or similar, considered as possible improvements in the future software versions.
The Licensee is responsible for the installation of the problem/issue/bug fixes.
2.8. Support Channels
. INFIGO Support provides telephone support, email and a web-based portal for submitting support requests and tracking their status. Support requests are handled based on request priority as described in Section 2.7. When submitting a request, customers select the priority for initial response by logging the request online. When the request is received, INFIGO Customer Support may change the priority if the issue does not conform to the criteria for the selected priority.
- INFIGO Portal Support (https://support.infigo.hr),
- E-mail: firstname.lastname@example.org (the e-mail support system will accept e-mails only from e-mail addresses agreed with the Licensee and registered in the portal above),
- Telephone support (+385 1 4662 700)
2.9. Support hours
. Support is provided via the above-mentioned channels, during standard business hours (8 am to 5 pm CET), excluding public holidays in the Republic of Croatia.
2.10. Licensee Requirements
. Licensee responsibilities and/or requirements in support of this Agreement include:
- Payment for all support costs at the agreed interval.
- Reasonable availability of customer representative(s) when resolving an incident or request.
2.11. Software Upgrades and Software End of Life Policy
. When available, INFIGO provides updates, upgrades, and maintenance releases to the Licensee included into INFIGO Software Support Customer. The Licensee is responsible for their installation, based on INFIGO’s instructions. If their INFIGO Software Support agreement expires, Licensee will not receive any new versions. Subject to the foregoing, INFIGO provides support, including, when available, bug fixes, only on the current major release and (a) the immediately prior major release or (b) twenty-four months from the then current major release, whichever period is greater.
2.12. Changes in Support and Software
. Subject to Section 2.11 herein above, Licensee acknowledges that INFIGO has the right to discontinue the manufacture and development of any Software and the Support for any Software, including, without limitation, the distribution of older Software versions, at any time in its sole discretion, provided that INFIGO agrees not to discontinue Support for the Software during the current annual term of these Terms and Conditions, subject to the termination provisions herein. INFIGO reserves the right to alter Support from time to time, using reasonable discretion but in no event, shall such alterations result in (i) diminished support from the level of support set forth herein; (ii) materially diminished obligations for INFIGO; (iii) materially diminished Customer’s rights; or (iv) higher Support Fees during the then-current term. INFIGO shall provide the Customer with thirty (30) days prior written notice (delivered electronically or otherwise) of any permitted material changes to the Support contemplated herein.
3. FORCE MAJEURE
INFIGO will not be responsible for any failure or delay in its performance under these Terms and Conditions due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, acts of terror, riot, acts of God or governmental action.
||“Daily Indexing Volume” means the maximum daily aggregate volume of uncompressed data for indexing as set forth in the Purchase Order
|Evaluation or trial license
||Daily Indexing Volume
||“Total Assets” means Total Assets reported in the Consolidated Balance Sheet of the licensee.
|Evaluation or trial license
||“Number of Users” means the maximum number of users administered for using the Software for all user roles.
|Evaluation or trial license
||Number of Users
||“Number of Users” means the maximum number of users with access to learning materials.
|Evaluation or trial license
||Number of Users