By exercising the Licensed Rights (defined below), You accept and agree to be bound by the terms and conditions of this mVentory Commercial Software License ("Software License"). To the extent this Software License may be interpreted as a contract, You are granted the Licensed Rights in consideration of Your acceptance of these terms and conditions, and the Licensor grants You such rights in consideration of benefits the Licensor receives from making the Licensed Material available under these terms and conditions.
Adapted Material means material subject to Copyright and Similar Rights that is derived from or based upon the Licensed Material and in which the Licensed Material is translated, altered, arranged, transformed, or otherwise modified in a manner requiring permission under the Copyright and Similar Rights held by the Licensor.
Copyright and Similar Rights means copyright and/or similar rights closely related to copyright, without regard to how the rights are labelled or categorized.
Effective Technological Measures means those measures that, in the absence of proper authority, may not be circumvented under laws fulfilling obligations under Article 11 of the WIPO Copyright Treaty adopted on December 20, 1996, and/or similar international agreements. Licensed Material means the source code, compiled code, database, or other material to which the Licensor applied this Software License.
Licensed Rights means the rights granted to You subject to the terms and conditions of this Software License, which are limited to all Copyright and Similar Rights that apply to Your use of the Licensed Material and that the Licensor has authority to license.
Licensor means the entity (mVentory Ltd, New Zealand) granting rights under this Software License.
You means the individual or entity exercising the Licensed Rights under this Software License. Your has a corresponding meaning.
2.1. License grant. Subject to the terms and conditions of this Software License, the Licensor hereby grants You a worldwide, royalty-free, non-sublicensable, non-exclusive, irrevocable license to exercise the Licensed Rights in the Licensed Material to:
- use the Licensed Material, in whole or in part
2.2. Exceptions and Limitations. For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this Software License does not apply, and You do not need to comply with its terms and conditions.
2.3. Other rights:
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a) Moral rights, such as the right of integrity, are not licensed under this Software License, nor are publicity, privacy, and/or other similar personality rights; however, to the extent possible, the Licensor waives and/or agrees not to assert any such rights held by the Licensor to the limited extent necessary to allow You to exercise the Licensed Rights, but not otherwise.
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b) Patent and trademark rights are not licensed under this Software License.
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c) To the extent possible, the Licensor waives any right to collect royalties from You for the exercise of the Licensed Rights, whether directly or through a collecting society under any voluntary or waivable statutory or compulsory licensing scheme. In all other cases the Licensor expressly reserves any right to collect such royalties.
Your exercise of the Licensed Rights is expressly made subject to the following conditions.
- a) You may use the Licensed Material for any legitimate purpose within Your organisation.
- b) You may copy, modify or adapt the Licensed Material.
- c) You MAY NOT share or distribute the Licensed Material or the Adapted Material outside Your organisation.
4.1. Unless otherwise separately undertaken by the Licensor, to the extent possible, the Licensor offers the Licensed Material as-is and as-available, and makes no representations or warranties of any kind concerning the Licensed Material, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, noninfringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You.
4.2. To the extent possible, in no event will the Licensor be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this Software License or use of the Licensed Material, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to You.
4.3. The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.
5.1. This Software License applies for the term of the Copyright and Similar Rights licensed here. However, if You fail to comply with this Software License, then Your rights under this Software License terminate automatically.
5.2. For the avoidance of doubt, the Licensor may also offer the Licensed Material under separate terms or conditions or stop distributing the Licensed Material at any time; however, doing so will not terminate this Software License.
5.3 Sections 1, 4, 5, 6, and 7 survive termination of this Software License.
6.1. The Licensor shall not be bound by any additional or different terms or conditions communicated by You unless expressly agreed.
6.2. Any arrangements, understandings, or agreements regarding the Licensed Material not stated herein are separate from and independent of the terms and conditions of this Software License.
7.1. For the avoidance of doubt, this Software License does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Licensed Material that could lawfully be made without permission under this Software License.
7.2. To the extent possible, if any provision of this Software License is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this Software License without affecting the enforceability of the remaining terms and conditions.
7.3. No term or condition of this Software License will be waived and no failure to comply consented to unless expressly agreed to by the Licensor.
7.4. Nothing in this Software License constitutes or may be interpreted as a limitation upon, or waiver of, any privileges and immunities that apply to the Licensor or You, including from the legal processes of any jurisdiction or authority.