IMPORTANT: Please read the following license agreement carefully.
This license agreement is between "eZ Partner" ("Licensor"), and the customer ("Licensee" or "you"). By installing all or any portion of the software (or authorizing any other person to do so), you accept the terms and conditions of this license. If you acquired the software extension ("Extension") without an opportunity to review this license and do not accept the license, you may obtain a refund of the amount you originally paid for the Extension if you: (a) do not use the Extension and (b) return or delete the Extension, with proof of initial payment and certification of deletion, within thirty (30) days of the purchase date.
The parties hereby agree to the following software license terms:
1. Definitions
"Extension" shall mean the software you license by use of eZ Market, offering additional functionality to eZ Software, enabling the eZ Software to work with other software or separate software designed to work with the Software.
"eZ" shall mean eZ Systems AS, of Skien, Norway (Norwegian business registration no. 981 601 564).
"eZ Market" shall mean the internet platform where R&D Partners may present Extensions for the sale and download by customers. eZ Market is maintained and provided by eZ.
"Licensed Copy" means one sample of the Extension.
"eZ Software" means the eZ Publish content management system or other software product downloaded, ordered or otherwise legally acquired (licensed) by Licensee from eZ (or other party authorized by eZ) under separate terms.
"Website" means up to three defined site access configurations (unique URLs) that may for instance consist of one site for public use, one site for internal use (such as an intranet) and one site for site administrator use, communicated an unlimited number of channels (such as traditional web, mobile).
2. License grant
2.1 You may
Provided you have entered into an subscription agreement, the correct payment of fees under that agreement and this license agreement (if payable) has taken place and the terms of this license is complied with, Licensor grants you a limited, non-exclusive and non-transferable right to (a) install and run the Licensed Copy on the agreed number of Websites, and (b) modify or make enhancements, improvements, patches, workarounds, bug fixes (collectively "Licensee Modifications") to the Licensed Copy, or permit a third party to do so on Licensee's behalf, solely for use by the Licensee and its subsidiaries (entity in which you have a controlling stake in (ownership exceeding 50%). If such modification is made,
- you must without undue delay, inform the Licensor in writing that a modification has been made and what it consist of, and
- any warranties or other obligations related to the rectification of or liability for defects and errors in hereunder and any subscription agreement will lapse.
Licensee may make a reasonable number of copies of the Licensed Copy as required for backup and archival purposes only.
2.2 You may not
Licensee may use the Extension only as expressly granted in section
2. Without limiting the foregoing, Licensee may not: (a) give, lease, license, sell, make available, or distribute any part of the Extension or Licensee Modifications to any third party, except as otherwise expressly permitted herein; (b) use the Extension to operate in or as a time-sharing, outsourcing, service bureau, application service provider, managed service provider environment or similar service directed towards and performed on behalf or for the benefit of a third party; (c) copy the Extension onto any public or distributed network; or (d) change any rights notices which appear in the Extension.
3. Your responsibility
Except as expressly set forth herein or in a separate written agreement, Licensee is the sole responsible for the installation of the Extension, its operation, supervision, maintenance, management and related training and support. You are also the sole responsible for any related installation, maintenance and configuration of computer hardware used by the Extension.
4. Price and payment
Prices and terms of payment are stipulated by eZ on behalf of the Licensor from time to time or as specifically agreed between the parties.
5. Audit rights
During the term of this license and for a three (3) year period following its termination, Licensor or eZ, on behalf of the Licensor, may conduct periodic reviews of Licensee's records relating to its software for the purpose of verifying Licensee's compliance with this license and related license fee payments. During this three (3) year period, you are obliged to maintain complete and accurate books and other records related to software licensing and related payments. Licensor or eZ must exercise its right of audit upon no fewer than 15 days' prior notice. Licensee will provide Licensor and eZ with reasonable access and assistance for the audit, including reasonable use of available office equipment and space. Licensor and eZ shall upon request deliver to Licensee a copy of the results of any such audit.
6. Termination
Licensor may terminate this license immediately if you are in breach any of its provisions and such breach remains uncured 30 days after receipt of notice. In the event that you (a) fail to pay Licensor any outstanding amounts, hereunder subscription fees or license fees for related software, on time, or (b) are or becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or is to take any action to be so declared, Licensor may terminate this license immediately. Upon cancellation or other termination of this license, for any reason, you must immediately destroy all copies of the Extension, and confirm the destruction within 7 (seven) days. Sections 5 through
11 shall survive the termination of this license for any reason.
7. Intellectual property rights
Licensee agrees that the copyright and all other intellectual property and proprietary rights of whatever nature in the Extension and related documentation are not by this license transferred to you. No trademarks of Licensor may be used by you without Licensor's express written permission. If permission is grated, use must always take place in accordance with the applicable Licensor guidelines as they may be updated from time to time. For Licensee Modifications, you must, in the modified files and in a separate text file, clearly state that the Extension contains modifications and state their dates.
8. Disclaimer of warranties
The Extension is licensed "as is", without any warranties whatsoever. Licensor expressly disclaims, and licensee expressly waives, all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, system integration, non-interference and accuracy of informational content. Licensor does not warrant that the Extension will meet licensee's requirements or that the operation of the Extension will be uninterrupted or error-free, or that errors will be corrected. The entire risk of the Extension's quality and performance is with licensee.
9. Indemnification
Licensee agrees to indemnify and hold Licensor harmless against any damage or loss (including reasonable attorneys' fees) related to any claim based upon: (a) use of the Extension in a manner prohibited under this license or in a manner for which the Extension was not designed; (b) changes made by Licensee to the Extension (where use of unmodified Extension would not infringe); or (c) changes made, or actions taken, by Licensor upon Licensee's direct instructions.
10. Limitation of liability
To the extent permitted by applicable law, licensor shall have no liability with respect to its obligations under this license or otherwise for damage or loss, whether direct, consequential, exemplary, special, indirect, incidental or punitive damages, including any lost profits or lost savings, lost data, software or computer failure or any other cause, even if it has been advised of the possibility of such damages.
This limitation of liability applies to any default, including breach of contract, breach of warranty, negligence, misrepresentations and other torts. The parties agree that the remedies and limitations herein allocate the risks between the parties as authorized by applicable laws. The license fee is set in reliance upon this allocation of risk and the exclusion of certain damages as set forth in this license.
If this limitation of liability is unlawful according to mandatory law, the maximum liability for the Licensor shall equal the fee paid for the Extension.
11. Miscellaneous
11.1 Interpretation
Failure by Licensor to exercise any right or remedy does not signify acceptance of the event giving rise to such right or remedy, or loss of such right. No claim arising out of this License may be brought by you more than one year after the cause of the claim arose.
If any part of this license is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this License shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law. In its modified form, such provision shall be enforceable and enforced.
11.2 Assignment
Without the prior written consent of Licensor, you may not assign, sublicense or otherwise transfer this license or its rights or obligations under this license to any person or party, whether by operation of law or otherwise. Any attempt by you to assign this license without Licensor's prior written consent is void and will terminate the license without further notice.
11.3 Governing law
This license shall be deemed to have been executed in the country of the Licensor and shall be governed by the laws of that country, without regard to any conflict of law provisions.
11.4 Disputes and legal venue
The parties shall first attempt to resolve any disputes, controversies or claims (collectively "Dispute") arising out of or relating to this license through amicable discussions and negotiations.
If a Dispute cannot be resolved amicably between the parties, such Dispute shall be referred to local courts in the country of the Licensor as mandatory legal venue. However, if you are located in a country that does not have a bilateral or multilateral ruling enforcement treaty with the country of the Licensor, the Dispute shall be referred to and finally determined by arbitration administered by the World Intellectual Property Organization (WIPO) Arbitration and Mediation Centre in accordance with the WIPO Arbitration Rules.
The place of arbitration shall be in the city of the head office of the Licensor. The arbitrator - of which there shall be only one - shall be bound by the provisions of this license and base the award on governing law (see section 11.3) and judicial precedent. The parties agree that the arbitrator shall have the authority to decide all matters, including arbitrability, and to award any remedies, including attorneys' fees, costs and equitable relief, available under applicable law. Either party may enforce any judgment rendered by the arbitrator in any court of competent jurisdiction. The parties further agree and acknowledge that arbitration shall be the sole and final remedy for any dispute between the parties. All proceedings and documents shall remain strictly confidential.
In no event shall the United Nations Convention on Contracts for the International Sale of Goods apply to, or govern, this License.
11.5 Notices
Any notice under this license shall be delivered and addressed to Licensee at the address provided to Licensor (or authorized representative) at the time of order, and to Licensor at the address stipulated above.
Copies of any notices under the license shall be sent to:
Attn: Software Licensing Dept.,
eZ Systems AS
Klostergata 30,
N-3732 Skien,
Norway
Notices are deemed received by any party: (a) on the day given, if personally delivered or if sent by confirmed facsimile transmission, receipt verified; (b) on the third day after deposit, if mailed by certified, first class, postage prepaid, return receipt requested mail, or by reputable, expedited overnight courier; or (c) on the fifth day after deposit, if sent by reputable, expedited international courier.
Either party may change its address for notice purposes upon notice in accordance with this section.
11.6 Export law assurances
Licensee is responsible for complying with any applicable local laws, including but not limited to export and import regulations.
11.7 Entire agreement
This license comprises the entire agreement, and supersedes and merges all prior proposals, understandings and agreements, oral and written, between the parties relating to the subject matter of this license. Licensor's acceptance of any document shall not be construed as an acceptance of provisions which are in any way in conflict or inconsistent with, or in addition to, this license, unless such terms are separately and specifically accepted in writing by an authorized officer of Licensor.
11.8 Update of terms
The Licensor may from time to time issue new versions of this license. Unless you within 30 days from when you were first made aware or should have become aware of the new license has not made reservations directed at Licensor in writing, such new version of the license shall be deemed as accepted by you.
