InfoApp

Terms and Conditions

InfoApp Software Product (the “Software Product”) provides the functionality as specified in the printed InfoApp software product documentation. The Software Product including any included data and accompanying documentation are the proprietary property of InfoApp, Inc..

(“InfoApp”) and InfoApp retains any and all rights, title and interest in and to the Software Product, including in all copies, improvements, enhancements, modifications and derivative works of the Software Product.

  1. “InfoApp Cloud Services Environment” refers to the combination of hardware and Software owned, licensed, subscribed to, or managed by InfoApp to which InfoApp grants the Licensee and Users access to portion of the InfoApp Cloud Service Environment as part of the InfoApp Cloud Services that are described in the InfoApp Sales Quote or the InfoApp Reseller Sales Quote.
  2. “InfoApp Software Service Description” is the formal InfoApp description of the commercial service offering defining the scope and coverage of the service, referenced in the InfoApp Sales Quote or the InfoApp Reseller Sales Quote and attached to this Agreement as Attachment A.
  3. “InfoApp Sales Quote” is a formal InfoApp offer for the sale of specified products and services pursuant to this Agreement, which shall be effective upon Licensee’s execution thereof.
  4. “Licensee Data” means any data, content, code, video, images, questionnaires or other materials of any type that Licensee or potential vendor uploads, submits or otherwise transmits to or through the Software; (ii) reports and documents generated by InfoApp or the Software from such data, content, code, video, images questionnaires or other materials submitted by or on behalf of Licensee.
  5. “Users” means those employees, contractors, and end users, as applicable, authorized by the Licensee to use the Software in accordance with this Agreement. For Software that are specifically designed to allow the Licensee’s customers, suppliers or other third parties to access the Software to interact with the Licensee, such third parties will be considered “Users” subject to the terms of this Agreement.

YOU (“LICENSEE”) BY YOUR USE OF HE SOFTWARE ACCEPTS AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT, LICENSEE FURTHER ACKNOWLEDGES THIS FACT BY SELECTING THE “ACCEPT” OPTION AFTER LOGGING IN TO THE SOFTWARE PRODUCT WITH A REGISTERED USER ID. LICENSEE MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE LICENSEE WILL BE PERMITTED LAWFUL ACCESS TO THE SOFTWARE PRODUCT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, LICENSEE MUST SELECT “DECLINE”; AND LICENSEE MUST NOT ACCESS OR OTHERWISE USE THE SOFTWARE PRODUCT.

InfoApp reserves the right to require Licensee to periodically renew its acceptance and agreement to the terms of this Agreement by requiring Licensee to select the “Accept” option after logging in to the Software Product with a registered user ID and password, including, without limitation, in the event InfoApp provides an enhancement, improvement or modification to the Software Product or if InfoApp amends or modifies the terms of this Agreement. However regardless of any such renewal, Licensee acknowledges that the terms of this license continue to govern Licensee’s use of the Software Product, as well as any modifications or additions provided by InfoApp or through Licensee’s access to the InfoApp host platform,

Subject to Licensee’s compliance with the terms and conditions of this Agreement, InfoApp grants to Licensee a terminable, non-exclusive, non-transferable license to use Software Product solely in Licensee’s internal business operations. Licensee’s rights to use the Software Product shall be limited to those expressly granted in this End User License Agreement (this “Agreement”). All rights not expressly granted to Licensee are retained by InfoApp. The Software Product is protected by copyright laws, trade secret, as well as laws and any applicable regulations an/or treaties related to other forms of intellectual property. InfoApp owns all intellectual property rights in the Software Product.

The license granted by this Agreement shall apply only for the number of user id’s and capacity limitations as set forth in the associated InfoApp Sales Order under this Agreement and shall only be valid for such time as the Subscription Agreement remains in full force and effect. Licensee shall take appropriate steps, including limiting access to user IDs and passwords, to limit access to the Software Product to those of its employees who are authorized to use the Software Product and to agree to the terms of this Agreement on behalf of Licensee.

Licensee may not, without InfoApp’s prior written consent, conduct, cause or permit the: (i) use, copying, modification, rental, lease, sublease, sublicense, or transfer of the Software Product except as expressly provided in this Agreement; (ii) creation of any derivative works based on the Software Product or its accompanying documentation including but not limited to translations, (iii) alteration of any files or libraries in any portion of the Software Product, or reproduction of any tables or reports relating; (iv) reverse engineering, disassembly, or decompiling of the Software Product; (v) use of the Software Product in connection with service bureau, facility management, timeshare, service provider or like activity whereby Licensee operates or uses the Software Product for the benefit of a third party; or (vi) use of the Software Product by any party other than Licensee its subcontractors and agents acting on Licensee’s behalf and subject to the terms of this license. Any violation of this section shall result in immediate termination of this Agreement, which termination shall not be exclusive of other remedies available to InfoApp.

Except for the purposes of training, translation, Licensee’s internal backup, operational support or internal distribution, Licensee may not copy or allow others to copy any part of the user documentation or other printed material provided with the Software Product.

Licensee shall bear sole responsibility for any information uploaded or supplied by Licensee in connection with use of the Software Product. Licensee represents and warrants to InfoApp that it has the right to use any information uploaded or supplied by Licensee in connection with use of the Software Product. Licensee shall maintain copies of any information uploaded or supplied in connection with use of the Software Product. IN NO EVENT SHALL InfoApp BEAR ANY LIABILITY FOR THE USE OR LOSS OF ANY INFORMATION UPLOADED OR SUPPLIED BY LICENSEE IN CONNECTION WITH USE OF THE SOFTWARE PRODUCT.

  1. Free InfoApp product licenses, are provided “AS IS” without warranty of any kind express or implied, including any implied warranties of title. Moreover, InfoApp reserves the right to terminate free strichEngine product licenses without cause upon notice to licensee.
  2. For billable InfoApp Software Product licenses, InfoApp represents and warrants to Licensee that the Software Product will in substantial compliance with the printed product information for a period of 90 days from initial delivery of the InfoApp Software Product. In the event of a breach, Licensee will promptly notify InfoApp of the non-conformity in writing and InfoApp will use reasonable commercial efforts to repair the Software Product to operate in compliance with its written description. InfoApp does not warrant against uninterrupted operation or for any data loss. All warranties cover only defects arising under normal use and do not include malfunctions or failure resulting from misuse, abuse, neglect, alteration, problems with electrical power, acts of nature, unusual temperatures or humidity, improper installation, or damage determined by InfoApp to have been caused by Licensee. All limited warranties on the Software Product are granted only to Licensee and are non-transferable. Licensee agrees to indemnify and hold InfoApp harmless from all claims, judgments, liabilities, expenses, or costs arising from Licensee’s breach of this Agreement and/or acts or omissions. This remedy represents InfoApp’s exclusive duty and Licensee’s sole remedy even in the event that the remedy should fail in its essential purpose.

EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT OR OTHERWISE AGREED TO IN WRITING BY InfoApp, InfoApp MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT.

InfoApp WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE INTERUPTIONS IN OPERATIONS OF THE SOFTWARE PRODUCT OR FOR ANY LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS InfoApp'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED. IN NO EVENT WILL InfoApp’S LIABILITY FOR ANY DAMAGES TO LICENSEE EXCEED THE SUBSCRIPTION FEES PAID BY LICENSEE PURSUANT TO THE SUBSCRIPTION AGREEMENT.

Licensee shall defend, indemnify and hold harmless InfoApp from any demand, suit, cause of action, judgment, liability, cost or expense (including court costs and reasonable attorneys fees) (“Claims”) arising out of or in connection with (i) a breach of this Agreement by Licensee, (ii) any information uploaded or supplied by Licensee in connection with use of the Software Product or (iii) any act, error or omission of Licensee or any of its officers, directors, agents, employees or subcontractors.

For billable InfoApp Software Product licenses, InfoApp, excluding actions based upon Licensee submitted data or public domain data, shall defend Licensee, at InfoApp’s expense, against any Claims made or brought against Licensee by a third party alleging that the use of the Software Product as contemplated hereunder, infringe a patent, copyright, trademark, or other intellectual property right of a third party or misappropriates such third party’s trade secrets. Further, InfoApp shall indemnify and hold Licensee harmless against all costs (including reasonable attorneys' fees) to the extent arising out of or in connection with such Claims. Upon receiving notice of a Claim, Licensee shall (a) give InfoApp prompt written notice of the Claim; (b) give InfoApp sole control of the defense and settlement of the Claim (provided that InfoApp may not settle or defend any claim unless it unconditionally releases Licensee of all liability and does not attribute any blame or contributory fault to Licensee); and (c) provide to InfoApp, all reasonable assistance in the defense or settlement of such Claim. In addition to InfoApp’s obligations above, InfoApp may, at its expense: (a) secure the right for Licensee to continue to use the Software, (b) modify the Software so as to make it non-infringing, or (c) provide Licensee with a functional non-infringing replacement. If none of these alternatives is commercially practicable, Licensee will have the option to return the Software Product to InfoApp, and InfoApp will refund a pro-rated amount of the fees paid for the current subscription term, using straight line depreciation. This states InfoApp's entire liability and Licensee's exclusive remedy for any claim of intellectual property infringement under this Agreement.

Licensee acknowledges that any use or disclosure of the Software Product in a manner inconsistent with the terms of this Agreement may cause InfoApp irreparable damage for which other remedies may be inadequate, and Licensee agrees not to oppose any request to a court of competent jurisdiction by InfoApp for injunctive or other equitable relief seeking to restrain such use or disclosure. Licensee waive any right it may have to require InfoApp post a bond or other form of security as a precondition to any such injunctive relief.

Where InfoApp processes PII as that term is defined in General Data Protection Regulation EU 2016/679 or as may be applicable under associated State law ("PII"), InfoApp will be a processor and shall acting on behalf of Licensee as controller and will, in addition to compliance with the obligations set out in this PII Supplement:

  1. ensure that any of its employees, agents or independent contractors with access to PII are subject to a contractual or statutory obligation to keep PII confidential;
  2. promptly notify Licensee: (1) if InfoApp is legally required to process PII otherwise than as instructed by Licensee before such processing occurs, unless the law requiring such processing prohibits InfoApp from doing so on an important ground of public interest; and (2) of any instruction given by Licensee in relation to PII which, in InfoApp's opinion, infringes applicable law;
  3. assist Licensee: (1) in ensuring compliance with Licensee's obligation to respond to requests for exercising data subject's rights under European Data Protection Law or applicable State law; and (2) in relation to any data protection impact assessment, notification or regulatory consultation that Licensee is legally required to make in respect of European or State law for known or suspected Security incidents involving thee PII;
  4. not subcontract any of its processing operations under the relevant Purchase Agreement or Purchase Order unless InfoApp has: (A) obtained specific prior written consent of Licensee to do so; or (B) obtained general written authorization of Licensee to do so and has notified Licensee of any intended changes concerning the addition or replacement of service providers, giving Licensee the opportunity to object to such changes;
  5. not export any European PII which is processed within the European Economic Area without the prior written permission of Licensee and, where permission is granted, taking such steps as Licensee may reasonably require in order to ensure such export is carried out in accordance with European Data Protection Law.

Licensee must ensure that Licensee’s use of Software and all Licensee Data is at all times compliant with applicable local, state, federal and international laws and regulations (“Laws”) provided, however, that Licensee’s failure to do so shall not be deemed a breach of the foregoing to the extent caused by the Software iteself or InfoApp. Licensee represents and warrants that: (i) Licensee has obtained all necessary rights, releases and permissions to provide all Licensee Data to InfoApp and to grant the rights granted to InfoApp in this Agreement and (ii) Licensee Data and its transfer to and use by InfoApp as authorized by Licensee under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security and confidentiality related obligations set forth in this Agreement or in the InfoApp Privacy Policy https://infoapp.net/privacyPolicy.jsp, its negligence or willful misconduct, InfoApp assumes no responsibility or liability for Licensee Data, and Licensee shall be solely responsible for Licensee Data and the consequences of using, disclosing, storing, or transmitting it.

This Agreement is governed by the laws of California, without regard to California's conflict or choice of law provisions. All disputes arising under this Agreement must be heard in State or Federal courts located in the State of California.

Headings of sections in this Agreement are inserted for convenience only, and are in no way intended to limit or define the scope and/or interpretation of this Agreement.

InfoApp may amend this agreement at any time. Such amendments shall be effective as of the date of notice to Licensee. Notice to Licensee shall include requiring Licensee to renew its acceptance and agreement to the terms of this Agreement by selecting the “Accept” option after logging in to the Software Product with a registered user ID and password.

If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.