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flex.bi Enterprise EULA v1.1
This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single legal entity and its affiliates) whose details are provided to flex.bi upon Purchase (defined below) (“Licensee”) and flex.bi to use the Software. This EULA applies from the date when the Licensee receives the Software from a Reseller or flex.bi (“Purchase”). An amendment or addendum to this EULA may accompany the Software, and any such amendment or addendum shall be considered part of the EULA.
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Reseller means a third party selling and distributing Flex BI services and/or products which it is authorized by Flex BI to do so.
Software means the flex.bi branded software that accompanies this EULA, which may include computer software, Accessible Code, and Protected Code and may include associated media, Media, printed materials, “online” or electronic documentation, Internet-based services, and Embedded Software.
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The Software is licensed, not sold. Upon Licensee’s acceptance of this EULA, flex.bi grants the Licensee the non-exclusive and a non-transferable right to use the Software subject to the following conditions:
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2.1 Paid License
2.1.1 Authorized Users
The licenses granted are subject to the condition that the Licensee must ensure the maximum number of Authorized Users accessing and using the Software concurrently is equal to the number of User Licenses for which the necessary Fees have been paid to the Reseller or Flex BI. The Licensee may purchase additional User Licenses at any time on payment of the appropriate Fees to the Reseller or Flex BI.
Flex BI grants Licensee:
(i) to install and use the Software on one (1) production server that can be accessed by the agreed number of end-users within Your organization (limited or unlimited number of end-users that is specified in the license fee invoice),
(ii) to install and use the Software on one (1) test or staging server that is used to support licensed production server and
(iii) to install and use the Software on up to ten (10) developer workstations that are used to develop extensions and modifications of the Software for a licensed production server.
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2.2.1 Installation and Use
Flexflex.bi may in its sole discretion provide evaluation copies of the Software, which may not have full functionality, to a Licensee to assess the Software. Any such evaluation copies will be provided under an Evaluation License that limits the period during which the Licensee may download, install, use and operate the Software (“Evaluation Period”) and limits the number of temporary users. On the expiry of the Evaluation Period, the Software will cease to function and the Licensee must remove and delete all copies of the Software in its possession.
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2.3.1 Scope
Each license granted by Flexflex.bi under this EULA is worldwide, non-exclusive and non-transferable unless otherwise specified in writing.
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2.3.4 Responsibility for Non-controlled systems
If Flexflex.bi permits the Licensee to install the Software or make the Software available for use on hardware systems not owned, leased or controlled by the Licensee (“Non-controlled Systems”), the Licensee will ensure the terms of this EULA are complied with by users of such Non-controlled Systems and the Licensee indemnifies Flexflex.bi for all costs, damages and loss Flexflex.bi suffers arising from such installation or use of the Software on Non-controlled Systems.
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12. Indemnification
12.1 Indemnification by Flexflex.bi
Subject to Clause 14, Flexflex.bi will indemnify and hold harmless the Licensee against all costs, expenses, losses and claims made against the Licensee as a result of any infringement of a third-party’s intellectual property rights arising from the Licensee’s or its Authorized User’s use of the Software. If the Software becomes, or in the opinion of Flex BI may become, the subject of a claim of infringement of any third party’s intellectual property rights, Flex BI may, at its option and in its discretion: (a) procure for Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non-infringing; or (c) refund any license Fees related to this Software paid by Licensee. The foregoing states the sole liability of Flex BI and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Software or any other items provided by Flex BI under this EULA.
12.2 Indemnification by Licensee
The Licensee will indemnify and hold harmless Flexflex.bi against all costs, expenses, losses, and claims made against Flexflex.bi as a result of any infringement of a third party’s intellectual property rights arising from the Licensee’s or its Authorized User’s unauthorized use of the Software under this EULA.
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14.2 Limitation of Liability for other Losses
Subject to Clause 14.1, notwithstanding any damages Licensee might incur for any reason whatsoever to the maximum extent permitted by applicable law the entire liability of Flex BI and any of its third party suppliers under any provision of this EULA and Licensee’s exclusive remedy hereunder shall be limited to an amount of the liability up to a maximum of the sum of the multiple of three times the amount actually paid by the Licensee for the Software.
14.3 Consequential Loss
Notwithstanding anything else in this section 14, to the maximum extent permitted by applicable law, in no event shall Flex BI or its third party suppliers be liable for any loss of income; loss of business profits or contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or reputation; loss of, damage to or corruption of data; special; incidental; punitive; indirect; or consequential damages whatsoever arising out of or in any way related to the use of or inability to use the Software; the provision of or failure to provide Maintenance or other services; information; software; and related content through the Software or otherwise arising out of the use of the Software; or otherwise under or in connection with any provision of this EULA, even in the event of the fault; tort (including negligence); misrepresentation; strict liability; breach of contract; or breach of warranty of Flex BI or any third party supplier, (including any such liability for the acts or omissions of its employees, agents and subcontractors); and even if Flex BI or any third party supplier has been advised of the possibility of such damages.
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