The software listed below, inclusive of all versions and extensions, is licensed by Innovyze, Inc. pursuant to the terms and conditions of Innovyze's Standard License Agreement:
H2ONET Executive Suite
H2ONET Analyzer MSX
H2ONET MSX Suite
H2ONET MSX Executive Suite
H2OMAP Water Suite
H2OMAP Water Executive Suite
H2OMAP Water MSX
H2OMAP Water MSX Suite
H2OMAP Water MSX Executive Suite
H2OMAP Water PZM
InfoWater Executive Suite
InfoWater MSX Suite
InfoWater MSX Executive Suite
InfoWater UDF Suite
H2OMAP Sewer Pro
H2OMAP Sewer Suite
H2OMAP Sewer Suite Pro
InfoSewer Suite Pro
H2OMAP SWMM Suite
H2OMAP SWMM Executive Suite
H2OMAP SWMM PDM
InfoSWMM Executive Suite
InfoSurge (for InfoWater)
NetVIEW (for InfoWater, H2OMAP Water, InfoSWMM, and H2OMAP SWMM)
CapPlan Sewer (for InfoSWMM and H2OMAP SWMM)
CapPlan Water (for InfoWater and H2OMAP Water)
PipePlan (for InfoWater)
Sustainability (for H2ONET and InfoWater)
Floating License Server
The software listed below, inclusive of all versions and extensions, is licensed by Innovyze, Ltd. pursuant to the terms and conditions of Innovyze's Standard License Agreement:
InfoWorks CS 2D
InfoWorks RS 2D
InfoWorks SD 2D
This is a legal agreement between you (either an individual or an entity, hereinafter “Licensee”) and, depending on the software product ordered, either (1) Innovyze, Inc., a Delaware corporation, or (2) Innovyze, Ltd., a company organized under the laws of the United Kingdom (hereinafter collectively referred to as “Innovyze”).
By installing the software, Licensee agrees and accepts to be bound by the terms and conditions of this Agreement. If you do not agree with the terms and conditions of this Agreement, promptly return the software and accompanying written materials and hardware to receive a refund.
a. Quotation” shall mean the quotation provided by Innovyze and approved by Licensee, which sets forth the software purchased, licensing and maintenance fees, any other fees or costs, and applicable duties or taxes.
b. “Software” shall mean the software indicated on the Quotation, including any accompanying materials and hardware, in executable, machine readable, format.
c. "Open-Source Components" shall mean any open-source, freeware, shareware or other software having similar licensing or distribution models by which it is subject to license agreement or other enforceable requirements or restrictions, including under any GNU General Public License or GNU Library or Lesser Public License, or other license agreement that conforms to a standard definition set by the Open Source Initiative.
Please refer to www.innovyze.com/licensing/ to determine which legal entity, either Innovyze, Inc. or Innovyze, Ltd., is party to this Agreement with Licensee for the Software described in the Quotation.
Innovyze hereby grants Licensee a perpetual, nonexclusive, nontransferable right to use the Software in accordance with the terms and restrictions of this Agreement, provided however, that any rental or short term Software licenses will expire at the end of the time period specified in the relevant Quotation. Unless otherwise agreed, Licensee is solely responsible for the installation of the Software. Innovyze or its duly appointed agents shall have the right at any time to inspect the Licensee’s premises or computer network to verify the use of the Software is in accordance with the terms of this Agreement, including the number of licenses and configuration of the Software. Under no circumstances shall Licensee have the right to sublicense use of the Software to any third party. Innovyze provides the Software in two configurations:
a. Fixed Seat. A fixed seat license configuration permits the installation and use of the Software on a single computer at any one time. The Software may be uninstalled and reinstalled on a different computer (not to exceed more than four (4) times per month) at the same location so long as the number of fixed seat licenses does not exceed the number purchased.
b. Floating Seat. A floating seat license configuration is installed on a centrally accessible computer or server (LAN or WAN) and consists of the numbers and combinations (sizes and types) of floating seat licenses purchased. The number of authorized concurrent floating seat licenses indicated on the approved Quotation may not be exceeded at any office location. Software granted as WAN or LAN licenses are limited to the office location or country to which they are issued, respectively. As permitted, licenses of the Software may be checked out to a specific computer for the purpose of operating remotely or for other purposes, and that checked out license will not be available to any other computer until returned. A floating seat license, once issued, may not be divided into multiple floating seat licenses. Licensee must take reasonable steps to ensure that the number of users of the Software at any one time does not exceed the number of licenses for the Software that you have obtained from Innovyze.
The Software may include Open-Source Components licensed under separate open-source licenses, hyperlinked copies of which can be found in the “About” section of the Software ("Open-Source Licenses"). Any use of the Open-Source Components by the Licensee shall be governed by, and subject to, the terms and conditions of the Open-Source Licenses. On written request to Innovyze, Innovyze shall provide the Licensee with a complete, machine-readable copy of the source code for such Open-Source Components in accordance with the terms of the Open-Source License(s).
Licensee agrees not to: (a) decompile, reverse engineer, or disassemble the Software, (b) create any derivative work based in whole or in part on the Software, (c) copy, change, modify, merge, or adapt the Software in any way, (d) sublicense, rent, lease, loan, export, or re-export the Software or otherwise transfer the Software to another person or entity, or (e) remove, obscure, or modify any trademark or copyright notice of Innovyze. Notwithstanding the foregoing, Licensee may make one copy of the Software solely for backup or archival purposes.
From time to time, at its option, Innovyze may change, modify, enhance, or otherwise develop new or updated versions of the Software. Licensee has no right under this Agreement to receive or use such updated versions of the Software, but may obtain such updated versions under the terms and conditions of a separately executed Maintenance and Support Agreement.
Licensee agrees to pay the fees indicated in the approved Quotation within thirty (30) days receipt of an invoice from Innovyze or its authorized representative, subsidiary, or affiliate. Failure to make payment shall be deemed a material breach of this agreement. For Software requiring the use of Dongle, failure to make payment will result in Licensee not receiving the necessary activation code for continued use of the Software after installation.
Licensee agrees that Innovyze is the sole and exclusive owner of all proprietary rights in and to the Software and any corrections, enhancements, updates, or modifications thereto, including any patent, copyright, trade secret, trademark, or other proprietary rights. The Software is protected under applicable law, including the laws of the United States, the United Kingdom, and applicable international treaties. No right, title or interest in or to the Software is transferred to Licensee under the terms of this Agreement. To the extent that a court of competent jurisdiction determines that Licensee is deemed to have any rights in or to the Software of any enhancements, upgrades, etc., the Licensee assigns those rights to Innovyze. If the Software residing on the Licensee owned or leased server(s) will be accessed through a web application or any other remote access tool or device, Licensee shall provide such reasonable security, to include passwords, firewalls, and network/hardware security, as may necessary to prevent unauthorized access or damage to the Software and to protect Innovyze’s Intellectual Property rights under this Agreement.
Model configurations, projections and the analysis generated by Software is provided “as is”, without any warranty as to accuracy or validity, is intended for planning and decision support purposes only, and is subject to uncertainties that cannot be fully identified or qualified. Forecasts and actual results may materially vary due to events and circumstances that are not reasonably foreseeable, inaccurate or incomplete data provided and used to formulate the projections, or operation and system conditions that are beyond the scope or capability of Software. Innovyze is not responsible for the realization of forecasted conclusions or projections, or identification of matters that might affect actual system operation or conditions as a result of Licensee’s use of Software.
Innovyze warrants that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date the Software is received. Innovyze’s sole liability and Licensee’s exclusive remedy under this limited warranty will be, at Innovyze’s option, either (a) the return of the purchase price paid for the Software or (b) repair or replacement of the Software. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INNOVYZE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS. INNOVYZE DOES NOT WARRANT, REPRESENT, OR GUARANTEE THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SOFTWARE WILL OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE, OR THAT DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED. FURTHER, INNOVYZE MAKES NO WARRANTY, REPRESENTATION OR GUARANTEEE REGARDING THE USE, OR THE RESULTS OF USE, OF THE SOFTWARE WITH RESPECT TO ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INNOVYZE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTY.
THE PARTIES THEREFORE AGREE THAT IN NO EVENT SHALL INNOVYZE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST REVENUE OR PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF INNOVYZE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE.
13. INNOVYZE’S TOTAL AGGREATE LIABLITY ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE. IN NO EVENT SHALL INNOVYZE BE LIABLE FOR THE PERFORMANCE OR NON-PEFORMANCE OF ANY THIRD PARTY PRODUCTS, INCLUDING SOFTWARE AND HARDWARE.
Licensee agrees not to export, re-export, or provide the Software in violation of this Agreement or any applicable law, including but not limited to, any regulations or restrictions of the United States Export Administration, United States Treasury Department, United States Commerce Department, or the United Kingdom Department of Trade and Industry. Any use, duplication, or disclosure of the Software by the United States Government is subject to restrictions set forth in subparagraph (c) (1) (ii) of the Rights of Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) (2) of the Commercial Computer Software â€“ Restricted Rights clause at 48 CFR 52.227-19, as applicable.
Licensee acknowledges that Software may require the use of third party software covered by a separate license agreement, and Innovyze has no responsibility or liability for the functionality of such third party software.
The validity, construction, and performance of this Agreement shall be governed in accordance with the laws of the State of Colorado, USA. The parties agree that any proceeding arising out this Agreement shall be instituted in the State of Colorado, Denver County, USA, and each party irrevocably submits to the jurisdiction of such proceeding and waives any and all objections to jurisdiction and venue that it may have under any other law.
If Licensee fails to comply with any of the terms and conditions of this Agreement, Innovyze may terminate the license granted hereunder without notice. In the event of termination, you must immediately uninstall the Software and return any accompanying materials and hardware and provide written confirmation that Licensee has complied with the terms of this provision.
This Agreement constitutes the entire agreement between the parties concerning the use of the Software and supersedes all prior or contemporaneous understandings or agreements, whether written or oral. This agreement may not be amended except by a writing signed by an authorized representative of Innovyze.
The terms of this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. Innovyze may assign this Agreement, or any right or obligation hereunder, without the prior written consent of Licensee.
Nothing in this Agreement, express or implied, is intended to confer on any third party or person any right or remedy under or by reason of this Agreement.
The invalidity or unenforceability of any term of this Agreement shall not affect the other terms, and this Agreement shall be construed in all respects as if any invalid or unenforceable term were omitted.
All notices under this Agreement must be delivered in writing by courier, certified or registered mail, to the other party and will be effective upon receipt or three (3) business days after being deposited in the mail, whichever occurs sooner.
Any waiver, either express or implied, by either party of any term of this Agreement shall not constitute or be construed as a waiver of any subsequent breach or other default.