Intalio|BPMS Community Edition License

The Community License is a free version of Intalio|BPMS, but does have restrictions on usage. Please read the license agreement for details.

PLEASE READ THIS LICENSE CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE

This Intalio|BPMS Community Edition License (the "Agreement") is entered into between you ("Developer") and Intalio, Inc., a Delaware corporation, having offices located at 644 Emerson St, Suite 200, Palo Alto, CA 94301 ("Intalio"), and sets forth the terms and conditions governing Developer's downloading and use of Intalio's proprietary software program called Intalio|BPMS Community Edition (the "Intalio Software"). Developer should carefully read this Agreement and indicate its acceptance of, and agreement to be bound by the terms and conditions of this Agreement by COMPLETING THE REGISTRATION PROCESS AND DOWNLOADING THE INTALIO SOFTWARE DEVELOPER IS INDICATING ITS AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

If Developer does not agree to this Agreement, Developer may not register to use, download or use the Intalio Software.

1. LICENSE

(a) Limited Development, Testing and Live Production License. Subject to all other terms and conditions set forth herein, Intalio hereby grants to Developer a royalty-free, personal, nontransferable, nonsublicenseable and nonexclusive limited license to (a) download the Intalio Software in object code form only, from Intalio's website in accordance with any rules or procedures set forth thereon and (b) to use the Intalio Software solely for evaluation, development, testing, demonstration, and live production only in accordance with the terms and conditions of this Agreement and any associated documentation provided by Intalio, (c) to use the Intalio Software only with Apache Geronimo with a process data persistence provided by the Derby java database or by the MySQL database, and with authentication services provided by the built-in file-based authentication or Apache DS.
(b) Ownership of Intalio Software. As between the parties, Intalio retains all right, title and ownership in and to all proprietary rights with respect to the Intalio Software and all copies and portions thereof and any and all modifications and enhancements thereto. Nothing herein, including the license set forth above, shall constitute a sale of the Intalio Software or any portion or copy thereof.
(c) Restrictions. Unless otherwise agreed in writing by the Parties, Developer shall not (and shall not allow any third party to): (i) copy the Intalio Software or any portion thereof, (ii) use the Intalio Software in live production or with live data except on allowed databases, authentication services and application server, (iii) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Intalio Software by any means whatsoever, (iv) remove any product identification, copyright or other notice, (v) provide, lease or lend the Intalio Software to any third party or use the Intalio Software for timesharing or service bureau purposes, (vi) modify or create a derivative work of any part of the Intalio Software, (vii) load or use any portion of the Intalio Software at any site or on any equipment other than that indicated above, or (viii) disclose any performance information or analysis to any third party (including, without limitation, benchmarks or evaluation test results) from any source relating to the Intalio Software.

2. OBLIGATIONS AND ACKNOWLEDGMENTS OF DEVELOPER

(a) Access. Developer acknowledges and agrees that Intalio, in its sole discretion, may restrict or terminate Developer's access to or use of the Intalio Software.
(b) Computer System. Developer acknowledges and agrees that Developer is responsible for providing all computer and other equipment and facilities required under this Agreement.
(c) Feedback or Suggestions. Developer acknowledges and agrees that Intalio shall retain any and all right, title and interest in and to any such actual or suggested modifications, design changes or improvements of the Intalio Software that Developer or its employees or agents may provide to Intalio as a result of Developer's use of the Intalio Software, without the payment of any additional consideration therefore.

3. WARRANTY DISCLAIMER

THE PARTIES AGREE THAT THE INTALIO SOFTWARE IS PROVIDED "AS IS" AND THAT INTALIO MAKES NO WARRANTY AS TO THE INTALIO SOFTWARE. INTALIO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT. DEVELOPER BEARS ALL RISK RELATING TO QUALITY AND PERFORMANCE OF THE SYSTEM. INTALIO DOES NOT WARRANT THAT THE INTALIO SOFTWARE OR THE FUNCTIONS CONTAINED IN THE INTALIO SOFTWARE WILL MEET DEVELOPER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION OR BE FREE OF ERROR.

4. LIMITATION OF LIABILITY

IN NO EVENT SHALL INTALIO BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS), COST OF SUBSTITUTE GOODS, SPECIAL, EXEMPLARY, INCIDENTAL AND INDIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF USE OR THE INABILITY TO USE THE INTALIO SOFTWARE.

5. TERM AND TERMINATION

(a) Term. Unless earlier terminated as set forth herein, the term of this Agreement shall commence on the date Developer completes the registration process and downloads the Intalio Software and continue for as long as Developer keeps one or more copy of Intalio Software.
(b) Termination. Developer may terminate this Agreement immediately upon ceasing any and all use of the Intalio Software and destroying all copies of Intalio Software for any reason or for no reason. Intalio may terminate this Agreement immediately upon written electronic notice to Developer if at any time Intalio believes that Developer has failed to comply with the terms and conditions hereof.
(c) Effect of Termination or Expiration. Upon termination, the license and all rights granted to Developer hereunder shall terminate and Developer shall immediately cease any and all use of the Intalio Software and destroy all copies of Intalio Software.

6. GENERAL

(a) Non assignability. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by Developer, and any such attempted assignment or transfer shall be void and without effect.
(b) Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and except as expressly provided herein any and all written or oral agreements previously existing between the parties are expressly cancelled.
(c) Equitable Relief. Developer acknowledges and agrees that due to the unique nature of Intalio's Confidential Information, there can be no adequate remedy at law for any breach of Developer's obligations hereunder, that any such breach may allow a party or third parties to unfairly compete with Intalio resulting in irreparable harm, and therefore, that upon any such breach or threat thereof, Intalio shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.
(d) Entire Agreement; Severability; Waiver. This Agreement is the complete, final and exclusive expression of the agreement of the Parties and supersedes all prior agreements and communications, written or oral, concerning the subject matter herein and may not be changed or terminated except by a document in writing signed by the party against whom the same is sought to be enforced. If any of the provisions of this Agreement are invalid under any applicable statute or rule of law, such provisions or portions thereof are to that extent deemed to be omitted. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
(e) Choice of Law; Jurisdiction. This Agreement shall be governed by the laws of the State of California and shall be effective as of the date of execution by a duly authorized agent or employee of Intalio. Any legal action or proceeding relating to this Agreement shall be instituted in a state or federal court in the Northern District of California. Intalio and Developer agree to submit jurisdiction of, and agree that venue is proper in, these courts in any such action or proceeding.
(f) Attorneys' Fees. If a legal action or arbitration proceeding is commenced in connection with the enforcement of this Agreement or any instrument or agreement required under this Agreement, the prevailing party shall be entitled to attorneys' fees actually incurred (including allocated costs for in-house legal services), costs and necessary disbursements incurred in connection with such action or proceeding, as determined by the court or arbitrator.
(g) Headings. The section headings used in this Agreement are intended for reference purposes only and shall not affect the interpretation of this Agreement.
(h) Survival. Sections 1(b), 1(c), 2(c), 3, 4 and 6 shall survive termination of this Agreement.