Last updated: May 2020
1. License Grant
Perpetual License. If you have purchased a perpetual license, Instant Technologies hereby grants you a non-exclusive and non-transferable license to use the specified Instant product as outlined in Appendix 1, all accompanying product documentation and any update or upgrade that may be furnished to you (hereinafter called "Software") for internal, non-commercial administrative use for the specified number of licensed servers and/or licensed users and/or licensed queues within your company/organization.
Subscription License. If you have purchased a subscription license, Instant Technologies hereby grants you a non-exclusive and non-transferable license to use the Software for internal, non-commercial administrative use for the specified number of licensed servers and/or licensed users and/or licensed queues within your company/organization.
Worldwide Site License. If you have purchased a worldwide site license, Instant Technologies hereby grants you a non-exclusive and non-transferable license to use the Software for internal, non-commercial administrative use for an unlimited number of servers and/or users and/or queues within your company/organization.
Single–User and Multi-User License. If you have purchased a single-user or multi-user license, Instant Technologies hereby grants you a non-exclusive and non-transferable license to use the Software for internal, non-commercial administrative use for the number of users for which you have paid a license fee.
Trial License. If you are downloading the product on a trial license basis, Instant Technologies hereby grants you a trial period of thirty (30) business days from the date of installation. After such thirty business days, you agree to either:
A. Purchase the software. A Purchase Order must be emailed to sales@instant-tech.com within 5 business days after the 30 day trial period or
B. Un-install the software. Email confirmation of the un-install must be sent to sales@instant-tech.com within 5 business days after the 30 day trial period.
2. Permitted Uses and Restrictions on Use
You may make reasonable number of copies of the Software for each licensee’s individual use for internal and non-commercial purposes.
You may not: (i) grant to third parties the right to copy, distribute or license the Software; (ii) rent, sublicense, resell, modify, translate, decompile, reverse engineer or disassemble the Software; (iii) create derivative works based upon the Software or merge the Software with another product; (iv) network the Software or any part thereof; (v) remove or obscure any proprietary rights, notices or labels on the Software; or (vi) export the Software into any country prohibited by the United States Export Administration Act and the regulations there under.
3. Upgrades
If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange basis. You agree by your installation and use of this copy of the Software to voluntarily terminate your earlier end-user license and that you will not continue to use the earlier version of the Software nor transfer it to another.
4. Proprietary Rights
You agree that this Software is a proprietary product and trade secret of Instant Technologies. All intellectual property rights in the Software and user documentation belong to Instant Technologies or its assignee(s) and are protected by applicable intellectual property laws (including patent, trademark and copyright laws) and international treaty provisions. This Agreement provides you only a license, and no ownership of any intellectual property. You may not distribute or copy the Software, except as provided in Section 2 above. Any copies that you are permitted to make pursuant to this Agreement shall be subject to this Agreement and must contain the same copyright and other proprietary notices that appear on or in the Software. If you make any suggestions to Instant Technologies regarding new features, functionality or performance that Instant Technologies adopts for its products, such new features, functionality or performance shall become the sole and exclusive property of Instant Technologies.
5. Audit
You grant to Instant Technologies the right, if requested and with reasonable notice to you, to audit your use of the Software no more than once each calendar year to assure compliance with the terms of this Agreement. In the event such audit discloses non-compliance with this Agreement, you shall promptly pay to Instant Technologies the appropriate licensee fees. At Instant Technologies’ option, Instant Technologies may terminate this license for failure to comply with this Agreement.
6. Support and Maintenance
Subscription Licensing
Purchase of the subscription Software licenses includes support & maintenance solely related to defects or bugs in the Software and under Instant Technologies’ applicable support policies.
Upgrades and updates of the Software will be provided only if you have paid the applicable subscription fees, subject to the terms of the maintenance service.
Perpetual Licensing
Purchase of the perpetual Software licenses includes optional support & maintenance solely related to defects or bugs in the Software and under Instant Technologies’ applicable support policies. These support and maintenance services are available for purchase from Instant Technologies.
Point upgrades and point updates of the Software will be provided only if you have paid the applicable maintenance fees, subject to the terms of the maintenance service.
Current support and maintenance services are set forth in Schedule A to this Agreement. Instant Technologies reserves the right to discontinue such services for versions of the Software that are no longer current.
7. Limited Warranty
Instant Technologies warrants that the Software furnished hereunder will (a) conform to the Documentation, and (b) be free from material defects under normal use for a period of thirty (30) days from the date of original retail purchase. Your exclusive remedy under this Section shall be, at Instant Technologies’ option, a refund of the purchase price of the Software or replacement of the Software that is returned to Instant Technologies. This warranty shall not apply (i) if the Software is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the software was designed to be used as described in the documentation; or (ii) where any such hardware or software has been altered or modified by you.
8. Disclaimer of Warranties
EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND INSTANT TECHNOLOGIES HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR, IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. INSTANT TECHNOLOGIES DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR- FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
No oral or written information or advice given by Instant Technologies, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty.
9. Limitation of Liability
IN NO EVENT SHALL INSTANT TECHNOLOGIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, TORT, ECONOMIC, COVER, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA OR COMPUTER PROGRAMS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF INSTANT TECHNOLOGIES OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Basis of Bargain
The limited warranty, exclusive remedies and limited liability set forth above are fundamental elements of the basis of the agreement between Instant Technologies and you.
11. Indemnification
If any aspect of Instant Technologies Software licensed to you under this Agreement is found to violate the legal rights of a third party, Instant Technologies shall at its option and at its own expense promptly: (a) obtain the right for you at no additional cost to continue to use the Software; or (b) if after using reasonable efforts to do so, Instant Technologies is unable to obtain such right in full, then Instant Technologies shall promptly replace the Software with a non-infringing equivalent providing substantially comparable functionality acceptable to you, or refund the license fee paid by you for the Software. The above indemnification provisions shall not apply to the extent that any found infringement arises because the Software is put to other than its appropriate authorized use by you.
12. Assignment
You shall not assign or subcontract all or any part of its rights or obligations hereunder, without the written consent of Instant Technologies. Any attempt to assign this Agreement by you without Instant Technologies consent shall be null and void and of no force or effect.
13. U.S. Government Restricted Rights
This section applies to any acquisition of the Software by or for any unit or agency of the United States Government (the “Government”). The Software shall be classified as “commercial computer software”, as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the “DFARS”). Instant Technologies represents that the Software was developed entirely at private expense, that no part of the Software was first produced in the performance of a Government contract, and that no part of the Software is in the public domain.
Use, duplication or disclosure by the Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14(ALT III), as applicable.
14. Use of Instant Technologies Name and Trademarks
Instant Technologies trademarks, service marks and trade names are the property of Instant Technologies, and you agree that you shall not use (directly or indirectly) or register any of Instant’s trademarks, service marks or trade names in connection with any products, services, promotions or publications without Instant’s prior written approval. You shall not remove or alter any trademark, service mark, trade name, copyright or other proprietary notices, legends, symbols or labels appearing on or in materials delivered to you by Instant without Instant’s approval.
15. Miscellaneous
This Agreement constitutes the entire agreement between Instant Technologies and you pertaining to the subject matter herein, and supersedes all proposals, oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by Instant Technologies. If any provision in this Agreement is invalid or unenforceable under applicable law, then it shall be, to that extent, deemed omitted and the remaining provisions will continue in full force and effect. The validity and performance of this Agreement shall be governed by the laws of the State of New Hampshire. Jurisdiction and venue for all matters relating to this Agreement will be exclusively in the federal and state courts within Strafford County in the State of New Hampshire.
Should you have any questions concerning this Agreement or Instant Technologies’ software use policies, email info@instant-tech.com
All terms of the Agreement, including all disclaimers, limitations and exclusions apply to Maintenance and Support Services.
1. PERPETUAL LICENSING
a. Maintenance Service – Major Releases and Minor Upgrades
Instant Technologies offers Maintenance Service for a fee. If you elect to purchase Maintenance Service, Instant Technologies will provide you with corrected versions of the Software in the form of maintenance releases, patches, and fixes. Instant Technologies will also provide you with “Minor Upgrades” that Instant Technologies makes generally available to end users consisting of versions of the Software with minor functionality additions.
b. Maintenance Service does not include “Major Upgrades”, such as those providing platform upgrades, substantial new or changed functionality, or substantially improved performance. Instant Technologies reserves the right to charge an additional fee for such new or improved versions.
c. Instant Technologies shall have the right to determine in its reasonable discretion whether a new release or version is a Minor Upgrade or Major Upgrade.
2. SUBSCRIPTION LICENSING
a. Maintenance Service – Upgrades
Instant Technologies includes Maintenance Service with your subscription license. Instant Technologies will provide you with corrected versions of the Software in the form of maintenance releases, patches, and fixes. Instant Technologies will also provide you with all major and minor upgrades that Instant Technologies makes generally available to end users. Instant Technologies will notify you in advance of your subscription renewal with the then-current rates, unless the Software is cancelled or terminated under this Agreement.
3. Maintenance Service – Correction of Certain Errors
a. You may at any time report any Software problem or error to Instant Technologies (“Bug Report”). If Instant Technologies determines that a reported reproducible material error in the Software significantly impairs the usability and utility of the Software, Instant Technologies agrees to use reasonable commercial efforts to correct or provide a usable work-around solution.
b. If Instant Technologies, in its discretion, requests written verification of an error or malfunction you discover, you shall promptly provide such verification, by email, setting forth in reasonable detail the respects in which the Software fails to perform. You shall cooperate in diagnosis or study of errors.
c. Instant Technologies may include error corrections in maintenance releases of the Software. Instant Technologies is not obligated to fix errors that are immaterial. Immaterial errors are those that do not significantly impact use of the Software.
4. Support Services
a. Instant Technologies will, during the hours of 9:00 a.m. to 5:00 p.m. Eastern Standard Time on weekdays (exclusive of holidays), provide reasonable support and advice concerning use of the Software.
b. All terms of the Agreement, including all disclaimers, limitations and exclusions apply to Support Services.
5. Instances When No Support Will Be Provided
Instant Technologies will not provide support in any of the following instances:
(i) You are not using the Software in accordance with the License Agreement;
(ii) You are using the Software with hardware or software (including operating system software) other than those specifically designated by Instant Technologies for use with the Software;
(iii) Your invoices for Maintenance and Support are past due or your subscription has expired;
(iv) Instant Technologies determines that the cause of the error or other problem reported is the malfunctioning or failure of hardware or software not furnished by Instant Technologies; or
(v) You have requested Instant Technologies to develop, interpret or rewrite applications.
6. Delivery
In order to satisfy its obligations under its Support Plans, Instant Technologies may, at its option, email to you corrected Software or “patches” in electronic form, together with installation instructions, or may send work-around instructions.
7. Service Provided on an Annual Basis
Both Maintenance and Support Services are provided on quarterly or annual terms and shall automatically renew for additional terms unless you have given Instant Technologies at least thirty (30) days prior notice of your election not to renew such Service(s).
8. Billing
Payments for perpetual Support and Maintenance Services and subscription services are due in advance. If perpetual Maintenance Services and/or subscription services are allowed to lapse, Instant Technologies reserves the right to charge a restatement fee.
9. Intellectual Property
The modifications, upgrades, changes and releases of the Software and all intellectual property rights associated therewith, shall be owned exclusively by Instant Technologies and its suppliers. Any suggestions or information regarding the Software that you provide to Instant Technologies shall become the property of Instant Technologies.
Appendix 1
Instant Technologies’ Proprietary Software
Product: Chime