Licensor: Deveo Oy Customer: [address line 2] LICENSE NUMBER:

Transcription

1 1/8 DEVEO SOFTWARE LICENSE AGREEMENT COVER PAGE LICENSE CERTIFICATE AND LICENSE NUMBER Licensor: Deveo Oy Customer: [address line 1] [address line 2] Product Deveo on-premises Software version License type 30-day license with automatic renewal LICENSE NUMBER: Further license terms are detailed in the License Terms attached to this cover page. Terms used are defined in the License Terms. Additional restrictions: Signatures: Signed for and on behalf of: Signed for and on behalf of: DEVEO OY Signed: Name: Title: Date:

2 2/8 SOFTWARE LICENSE TERMS This Software License Agreement ("Agreement") is a binding legal document between Deveo and you, which explains your rights and obligations as a Customer of Deveo. "Customer" shall mean either (a) you as an individual or (b) your company, if you are using and/or installing the Software in your capacity as an employee, representative or agent of a company. "Deveo" shall mean Deveo Oy, Business ID , address Kuortaneenkatu 2, Helsinki, Finland. By installing or using the Software, Customer agrees to be bound by this Agreement. If you do not agree to this Agreement, do not use or install the Software. 1. DEFINITIONS Subscription Fee shall mean the fee, revised by Deveo from time to time, for the right to use the Software and related support in the manner and during the term stated herein. Plan shall mean the combination of a certain Seat Limit and the associated Subscription Fee opted for by the Customer. Seat Limit shall mean the number of personal user accounts for the Software the Customer is allowed to use under any given Plan. Deactivated user accounts are not counted towards the Seat Limit. Personal user accounts are to be used by one person per user account only. Software shall mean the obfuscated or object code version of the Deveo on-premises software program. The definition includes the version of the software program indicated on the cover page and any other version that is offered to the Customer by Deveo. Subscription Period shall mean a period of 30 days starting from the signature of this Agreement or delivery of the Software to Customer, whichever is earlier; or any subsequent period of equal length. 2. GRANT OF LICENSE Subject to the terms of this Agreement, Deveo hereby grants to Customer a revocable, non-exclusive, non-transferable, limited and worldwide license to use the Software and related documentation for the internal use of the Customer only. For the purposes of this Agreement, internal use of the Customer shall include use of the Software by suppliers and subcontractors of the Customer while and to the extent they perform work or provide services for the Customer. The license is granted for one Software instance only. For any additional Software instances, the Customer agrees to obtain a separate license and pay for it accordingly. The Customer may copy the Software and related documentation for backup and archiving purposes only. Any renting, time-sharing or service provisioning of Software, or any part of it, is not within allowed internal use. The

3 3/8 cover page may also contain additional limitations and/or modifications to the rights granted by this license. The Customer shall not in any other way use, copy or distribute the Software and the related documentation, except for and to the extent provided by mandatory provisions of applicable law. The Customer may not sell, transfer, rent, assign, lease, loan, sublicense, lend, resell, redistribute or otherwise share the Software or related documentation. Further, the Customer shall not modify, make derivative works based upon, recreate, generate, disassemble, decompile, reverse engineer, reverse assemble, reverse compile or otherwise attempt to derive the human-readable form of the source code of the Software or any portion thereof, nor shall Customer permit any other person or entity to do so or except for and to the extent provided by mandatory provisions of applicable law. The Customer is obliged to control that the use of the Software corresponds to the license granted by Deveo to Customer. The Customer shall provide the name and address of a person to Deveo who is the Customer's primary contact person for Deveo or otherwise responsible for the functioning of the Deveo Software ( Primary Contact Person ). 3. SUPPORT During the time Customer s license granted under this Agreement is in force, the Customer is entitled to technical support as stated herein. Support shall be available to the Customer by sending an to support@deveo.com or by creating an electronic support ticket in the online ticketing system at ( Support Request ). Support provided to Customer by Deveo under this Agreement is strictly limited to providing (i) advice in questions regarding installation and operational use of the Software, (ii) advice and assistance in identifying causes of errors in the Software, where reasonably possible for Deveo, and (iii) workarounds to such identified errors, where reasonably available to Deveo. The support does not include a promise or guarantee that the issue raised by the Customer can be solved. For the sake of clarity, it is expressly stated that the support service provided to Customer under this Agreement shall not include any kind of training, system administration, network administration, desktop support, server support or consulting service, or any services of similar nature. Support provided to Customer by Deveo under this Agreement shall be limited to two (2) Support Requests and a total of one hour per Subscription Period. Requests in excess of this amount shall be charged per hour applying Deveo s standard pricing. Deveo shall respond to any Support Requests within the Response Time. For the purposes of this agreement, Response Time shall mean a time period of a maximum of one business day, excluding public holidays of Finland. A response is given when Deveo replies to the Customer making the Support Request or starts working towards resolving the Support Request.

4 4/8 4. THIRD-PARTY EXTENSIONS TO THE SOFTWARE The Customer may choose to enhance the operation and features of the Software by procuring via the Deveo site (deveo.com) certain third-party software extensions or add-ons intended to be used in connection with the Software ( Extensions ). For the sake of clarity, it is expressly stated that this Agreement does not cover the license to any Extensions, and all such licenses shall be acquired by the Customer and all license agreements concerning Extensions are entered into by Customer and not Deveo. Unless otherwise expressly agreed by Deveo, Deveo shall not be responsible or liable for the operation, or non-operation, or any other element of the Extensions. 5. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS, INDEMNIFICATIONS The Software and related documentation licensed to Customer hereunder is protected by copyright. All rights, including but not limited to copyright and other intellectual property rights, title and interest in or to the Software and documentation, translations, modifications, enhancements, changes or copies thereof as well as derivative works based upon the Software and related documentation, shall at all times remain the property of the Deveo or its licensors. This Agreement does not transfer to Customer title to any intellectual property contained in the Software or related documentation. Deveo shall, at its own expense, defend Customer against claims and indemnify Customer against any final judgement in relation to claims that Software furnished under this Agreement infringe a trade secret or copyright in your country, provided that Customer (i) gives Deveo prompt written notice of such claims, (ii) permits Deveo to defend or settle the claims, and (iii) provides all reasonable assistance to Deveo in defending or settling the claims. In relation to such claim or suspicion thereof, Deveo shall have the right at any time and at his sole option and expense to (i) obtain the right of continued use for Software, (ii) modify Software so that it becomes non-infringing; or (iii) terminate the license and return to the Customer the licence fee paid, prorated over the effective term of the use (for these purposes three years is considered the life-length of perpetual licenses). THIS PARAGRAPH STATES THE ENTIRE LIABILITY OF DEVEO AND CUSTOMER S SOLE AND EXCLUSIVE REMEDIES FOR PATENT OR COPYRIGHT INFRINGEMENT, TRADE SECRET MISAPPROPRIATION OR ANY OTHER INTELLECTUAL PROPERTY RIGHT INFRINGEMENT IN RELATION TO THE SOFTWARE. DEVEO SHALL HAVE NO LIABILITY WHATSOEVER FOR, AND NO OBLIGATIONS IN RELATION TO, ANY INFRINGMENTS OF PATENTS. THE ENTIRE LIABILITY OF AND THE MAXIMUM MONETARY VALUE OF ANY OBLIGATIONS OF DEVEO UNDER THIS PARAGRAPH MAY NOT IN TOTAL EXCEED TEN (10) TIMES THE MONTHLY FEE PAID BY THE CUSTOMER. 6. PRICING AND PAYMENT The Subscription Fee paid by the Customer shall be determined by the Plan in force at the beginning of each Subscription Period. The Customer is free to change their Plan

5 5/8 during the Subscription Period, in which case the Seat Limit will be immediately adjusted accordingly and the new Plan will be taken into account in determining the Subscription Fee for the following Subscription Period. However, upon upgrading from a free Plan to one requiring payment by the Customer, a new Subscription Period under the upgraded Plan and Subscription Fee shall begin immediately. The Subscription Fee for each Subscription Period shall be invoiced and become payable by the Customer at the beginning of such Subscription Period. The payment term is two (2) weeks. Any consecutive upgrading and downgrading of the Plan during a Subscription Period by the Customer which recurs during several Subscription Periods and which, as deemed by Deveo, effectively results in the payment of Subscription Fees not corresponding to the amount of actual use of the Software by Customer, is not allowed under this Agreement. Upon discovering such behaviour, Deveo may, at its sole discretion, decide to charge the Customer a Subscription Fee corresponding to the highest-paying Plan in force during such Subscription Period during which such behaviour has occurred. The Customer shall not create user accounts for the Software in excess of the Seat Limit under the Plan chosen by the Customer. Whereupon the Seat Limit is nevertheless exceeded, the Customer shall be notified of such occurrence and can be restricted from adding any additional user accounts. Furthermore, upon such occurrence, the Customer agrees to either deactivate the user accounts exceeding the Seat Limit or upgrade the Plan to match the number of user accounts in use. If the Customer fails to perform such deactivation or upgrade, Deveo may, subject to giving a reasonable prior warning to the Customer, deactivate any user accounts exceeding the Seat Limit. 7. UPGRADES AND UPDATES From time to time, Deveo may, in its sole discretion, make available updates and upgrades to the Software at the Deveo site (deveo.com). Such updates and upgrades shall be installed by the Customer at its discretion. Use of such updates and upgrades shall be covered by the same fees and terms of Deveo as applied to the Customer under Section 6 of this Agreement. 8. CHANGE OF TERMS Deveo may, in its sole discretion, revise the pricing and any other terms under this Agreement, including but not limited to the Plans and Subscription Fees, upon 30 days notice. Such notice may be provided at any time by posting the changes to the Deveo site (deveo.com) and sending an notification to the designated Primary Contact Person of the Customer. Unless the Customer cancels their subscription by notifying Deveo two (2) business days prior to the end of such 30 days period, any fees and terms based on such revisions shall be in effect starting from the next beginning Subscription Period after the 30 days notice period. 9. TERM AND TERMINATION

6 6/8 The license granted by this Agreement shall be in force for the duration of any Subscription Period and, shall be, at the end of each Subscription Period, automatically renewed with a Subscription Period of equal length, unless the Customer chooses to not renew the subscription by notifying Deveo two (2) business days prior to the end of such period. Upon renewal of the Subscription Period, the license is renewed subject to the fees and terms of Deveo applicable at the time of renewal. Deveo may terminate this Agreement, in its sole discretion, at any time with three (3) months prior written notice, in which case this Agreement shall terminate at the end of the Subscription Period running at the time the notice period ends. Deveo may, in its sole discretion, terminate this Agreement and the license granted hereunder if any of the following events shall have occurred and are continuing: (a) if Customer becomes bankrupt, insolvent, ceases the active conduct of its business or dissolves or liquidates or assigns its business for the benefit of creditors or if any receiver, trustee, or similar officer is appointed to take charge of Customer's business or properties, or (b) if Customer fails to comply with any obligation required under this Agreement. The termination of the license automatically terminates also this Agreement. Upon any termination or expiration of this Agreement, the license granted by Deveo to Customer hereunder shall terminate. Customer shall cease using the Software immediately upon any termination of this Agreement. In addition, Customer shall, upon request from Deveo, promptly deliver the Software and the documentation and all copies of same to Deveo. Alternatively, Customer may certify in writing to Deveo that all such materials have been destroyed. 10. WARRANTIES Deveo warrants that the Software materially conforms to the specifications and descriptions of the Software as included on the Deveo web site (deveo.com) at the time of signature of this Agreement or the delivery of the Software, whichever is earlier ( Specification ). The period for this warranty is ninety (90) days from the date of delivery or installation, whichever is earlier. Should the Software not materially conform with the Specification and provided that Customer notifies Deveo thereof during the warranty period, Deveo will render the Software so that it conforms with the Specification or revoke this license and give Customer full refund of the license fees paid by Customer for the use of software. Deveo is not responsible for the operation of an external telecommunications operator or the operation or malfunctions of telecommunication links, public data network or public communications provided by the telecommunications operator. The Software shall not be considered materially dysfunctional if the Customer provides services upon the application. Notwithstanding the warranty provisions of the above paragraph, Deveo shall have no warranty obligations if (i) Customer has used or is using the Software in a manner or in such environment that does not conform to Deveo's written instructions or the

7 7/8 provisions in the Documentation, (ii) Customer or any third party has modified, or attempted to modify the Deveo Software, (iii) errors are caused by Customer s software or hardware malfunctions or failures, or (iv) Customer has refused to implement any changes recommended by Deveo. DEVEO MAKES NO OTHER WARRANTIES. DEVEO DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET THE CUSTOMER S REQUIREMENTS OR THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR IN ALL COMBINATIONS SELECTED FOR USE. ESPECIALLY THERE ARE NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THERE IS NO IMPLIED NON-INFRINGEMENT WARRANTY AND ANY WARRANTY IS STRICTLY LIMITED TO WHAT IS EXPRESSLY AGREED. CERTAIN ELEMENTS OF THE SOFTWARE ARE LICENSED FROM THIRD PARTIES FREE OF CHARGE OR COMMERCIALLY. THERE IS NO WARRANTY FOR THOSE ELEMENTS OF THE PROGRAM, TO THE EXTENT PERMITTED BY APPLICABLE LAW. EXCEPT WHEN OTHERWISE STATED IN WRITING, DEVEO, THE COPYRIGHT HOLDERS AND/OR OTHER PARTIES PROVIDE THOSE ELEMENTS OF THE PROGRAM "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 11. LIMITATION OF LIABILITY THE ENTIRE LIABILITY OF DEVEO AND ITS SUPPLIERS TO CUSTOMER OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGE IN RESPECT OF ANY CAUSE OF ACTION RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL, TO THE EXTENT THAT IT IS NOT CAUSED BY GROSS NEGLIGENCE, NOT EXCEED THE EFFECTIVE LICENSE FEE DURING A PERIOD OF SIX (6) MONTHS PAID BY CUSTOMER FOR THE USE OF THE SOFTWARE. IN NO EVENT WILL THE LICENSOR OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS AND LOST SAVINGS, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY PERSON OR LOSS OF OR DAMAGE TO CUSTOMER S DATA FROM ANY CAUSE. 12. MISCELLANEOUS Deveo shall have the right to use the name of the Customer as a reference on the Deveo site (deveo.com) and in any Deveo's promotional and marketing materials. On the Deveo

8 8/8 site, Deveo may display Customer s name and logo and include: (i) a reference to Customer as a customer to Deveo; and (ii) link to the Customer s website. The operation of the Software may require certain third party software and this Agreement does not cover license to any such software. Should Deveo assist Customer in the acquisition and/or installation of such software and/or third party licenses, all such licenses are acquired for and in the name of the Customer and all license agreements are entered into by Customer and not Deveo. The Customer shall, upon Deveo s request, provide Deveo with usage reports automatically created by the Software in order for Deveo to verify Customer s compliance with the Seat Limit. This Agreement may not be transferred to a third party without the written consent of the other party, except for in cases where Deveo transfers this Agreement in connection with a transfer of the whole business to which this Agreement belongs. This Agreement shall be governed by and construed under the laws of Finland, exclusive of its choice of law rules. The parties agree that they shall use their best efforts to settle amicably any disputes, differences or controversies that may arise out of or in relation to or in connection with this Agreement. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one arbitrator appointed in accordance with the said rules. Arbitration shall take place in Helsinki, Finland, and shall be in the English language. Each party must provide at least thirty (30) days prior written notice before instituting this arbitration provision. In addition a party may, at its discretion, bring any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof at the District Court of Helsinki, provided that the sum of any monetary claims by such party is less than EUR If, however, Customer commits a breach of the provisions relating to intellectual property rights, Deveo shall have, in addition to all other rights in law and under this Agreement, the right to have such provision specifically enforced by any court having jurisdiction and without need to commence arbitration proceedings, it being acknowledged and agreed that any such breach will cause irreparable damage to Deveo and that money damages will not provide an adequate remedy.