Intelisense IT License Terms

INTELISENSE IT STANDARD ISV BUSINESS SOLUTION SUBSCRIPTIONS
Last updated May 2024
We appreciate your decision to select the Intelisense IT ISV Business Solution Subscription!
Your utilisation of the Intelisense IT Business Solution or Intelisense IT ISV Apps (referred to as the “Service”) encompassed within this service and software subscription (the “Subscription”) is subject to the following:
(a) the Intelisense IT Services Agreement;
(b) this Supplement to Intelisense IT Services Agreement (the “Supplement”), inclusive of any other terms referenced herein;
(c) any terms accompanying supplementary software, updates, and services provided by Intelisense IT and utilised by you in conjunction with the Service;
(d) any distinct license agreements that may be presented during the installation and utilisation of the Service (collectively referred to as the “Agreement”)
Through your utilisation of the Service under this Subscription, you consent to the terms outlined in the Agreement, encompassing, without limitation, this Supplement, established between you and Intelisense IT. Failure to accept and adhere to the provisions set forth in the Agreement renders you ineligible to utilise the Service.
Unless stipulated otherwise herein, the Intelisense IT Privacy Statement (accessible at https://intelisenseit.com/privacy-policy/) (referred to as the “Privacy Statement”) outlines the categories of data (“Data”) acquired from you and your devices during your utilisation of this Service, the methods employed for processing your Data, and the legal grounds upon which such processing is based.

1. License; Use; Activation:

a. License:

This Service is subject to licensing and is not subject to sale. the Licensor grants the Organisation a non-exclusive, non-transferable license to use our ISV application add-On solely for its internal business operations during the term of this Agreement. Conditional upon your adherence to all provisions outlined in the Agreement, you are granted the privilege to install and operate instances of the Service on devices under your ownership and control, for both personal and commercial purposes, consistent with the terms delineated in this Agreement. The restriction on non-commercial usage, as specified in the Intelisense IT Services Agreement, does not pertain to your utilisation of the Service.
b. Subscriber Model:

This Subscription is offered as an “Organisation Subscription.” Subscriptions are obtained by a singular subscriber (referred to herein as the “Subscriber”), who simultaneously functions as a user. A Subscription encompasses licenses at the organisation level for utilising the Service (each designated as a “Subscription License”). The Subscriber retains the authority to extend invitations to other users within the organisation to utilise the Service. Each user granted access to the Service under an Organisation Subscription maintains independent control over their usage thereof. Generally, the Subscriber lacks access to or oversight of the content, data, or utilisation of the Service by other users within the Subscription. However, under specific circumstances and solely for administrative purposes, the Subscriber may access user account data and activity logs of other users within the Subscription. Users within a Subscription seeking to exercise any data subject rights concerning this data are advised to communicate with the Subscriber. For all other data processed via the Service under the Subscription, please refer to the Intelisense IT Privacy Statement for guidance.
c. Activation:

(i) How It Works: Activation binds the usage of the Service to an organisation. It is mandatory for any organisation to which a Service license is allocated. Throughout the activation process, the software will automatically establish communication with Intelisense IT or its affiliate to verify the association of the license with said organisation. As activation serves to identify unauthorised alterations to the licensing or activation mechanisms of the Service and to prevent unlicensed usage thereof, you are not entitled to utilise the Service beyond the designated activation period, and you are prohibited from bypassing or circumventing activation procedures. Failure to sign into the Service with your Intelisense IT account within the allotted timeframe for initial activation will result in the cessation of most features of the Service and software.

(ii) Reactivation: Certain modifications to the software may necessitate the reactivation of the software.

(iii) Activation failure: In the event that the software’s licensing or activation mechanisms are identified as counterfeit or improperly licensed during online activation, the activation process will not be successful. You will receive notification if the installed copy of the software is found to be improperly licensed. Furthermore, you will be issued reminders to acquire a duly licensed copy of the software.
d. Subscription Period:

(i) Subscription Period: Your entitlement to utilise the Service under this Subscription is confined to the Subscription period. The Subscriber may possess the choice to prolong the Subscription. In the event of a Subscription extension, you retain the privilege to utilise the Service under the Subscription until the conclusion of the extended Subscription period. Refer to the software activation screens or supplementary materials for comprehensive Subscription particulars.

(ii) Expiration of Subscription Period: Upon the expiration of this Subscription, all Subscription Licenses will cease, and all Subscription-specific functionalities of the Service will cease operation. You may have the opportunity to continue utilising the Service under a distinct subscription; however, your usage under said separate subscription will not be regulated by this Supplement.

2. Additional License Restrictions and Requirements:

Not for Resale Subscription. It is prohibited to sell subscription designated as “NFR” or “Not for Resale.”

3. Reservation of Rights and Feedback:

Except as explicitly stipulated in the Agreement, Intelisense IT does not confer upon you any license or rights of any nature pertaining to any patents, know-how, copyrights, trade secrets, trademarks, or other intellectual property owned or controlled by Intelisense IT or any affiliated entity, inclusive but not limited to any names, trade dress, logos, or equivalents. In the event that you provide Intelisense IT with any idea, proposal, suggestion, or feedback, encompassing, without limitation, ideas for new products, technologies, promotions, product names, product feedback, and product enhancements (“Feedback”), you hereby grant to Intelisense IT, without any charge, royalties, or further obligation to you, the right to produce, have produced, create derivative works, utilise, disseminate, and commercialise your Feedback in any manner and for any purpose. You agree not to provide Feedback subject to a license mandating Intelisense IT to license its software, technologies, or documentation to any third party due to the inclusion of your Feedback therein.

4. Deployment:

ISV business solution provided by us is offered on an as-is basis. We shall not be held responsible for any disruption or malfunction caused by the add-On ISV application in the production environment. It is the responsibility of the user to thoroughly evaluate the compatibility and functionality of the add-On ISV product before deploying it to the production environment. By promoting the add-On ISV product to production, the user acknowledges and accepts any associated risks and agrees to hold us harmless from any resulting damages or losses.

5. Restrictions:

The Organisation shall not, and shall not permit any third party to:
(a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on our ISV product;
(b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available our ISV product to any third party;
(c) remove or alter any copyright, trademark, or other proprietary notices appearing on our ISV product;
(d) use our ISV product for any unlawful purpose or in violation of any applicable laws or regulations.

6. Ownership:

Our ISV product is licensed, not sold. The Organisation acknowledges that the Licensor retains all rights, title, and interest in and to ISV product, including all intellectual property rights therein.

7. Disclaimer of Warranty:

Our ISV product is provided “as is” without a warranty of any kind. The Licensor disclaims all warranties, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

8. Limitation of Liability:

In no event shall the Licensor be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with the use or inability to use our ISV product, even if the Licensor has been advised of the possibility of such damages.

9. Governing Law:

This EULA shall be governed by and construed in accordance with the laws of United Kingdom. Any dispute arising under or in connection with this EULA shall be subject to the exclusive jurisdiction of the courts of United Kingdom.
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