IMPORTANT: Please read the following license agreement carefully.
This license agreement is between eZ systems AS (Norwegian business registration no. 981†601 564), a Norwegian company ("Licensor" or ìeZî), and a test or trial user ("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 without an opportunity to review this license and do not accept the license, you must:
(a) not use the software and
(b) return or delete the software, with your certification of deletion, within thirty (30) days of the acquire date.
This license agreement is entered into in connection with Licenseeís participation in testing a new version of Licensor software and is valid for 6 months from the date the software was acquired (downloaded).
The parties hereby agree to the following software license terms:
"Licensed Software" means the eZ Platform Enterprise Edition content management system or other software product (such as eZ Commerce) downloaded, ordered or otherwise legally acquired (licensed) by Licensee from Licensor (or other party authorized by the Licensor) under these terms.
"Licensed Copy" means one sample of the Licensed Software.
"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
Licensor grants you a limited, non-exclusive, time limited and non-transferable right to:
(a) install and run the Licensed Copy on the agreed number of Websites for internal testing purposes;
(b) make enhancements, patches, workarounds, bug fixes or other modifications (collectively "Licensee Modifications") to the Licensed Copy, solely for your internal testing of the Licensed Software, and
(c) perform presentations based on the Licensed Software, including building and presenting sample solutions to your clients or potential clients.
Since the license is free of charge, you are obliged to submit Licensee Modifications to eZ on a continuous basis to email@example.com as contributions, see section 7.1. Such contribution must include a short note explaining the Licensee Modification.
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 Licensed Software only as expressly granted in section 2.1.
Without limiting the foregoing, Licensee may not:
(a) use or operate the Licensed Software for regular business use;
(b) give, lease, license, sell, make available, or distribute any part of the Licensed Software or Licensee Modifications to any third party, except as otherwise expressly permitted herein;
(c) use the Licensed Software 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;
(d) copy the Licensed Software onto any public or distributed network; or
(e) change any rights notices which appear in the Licensed Software.
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 Licensed Software, 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 Licensed Software.
You may use the Software free of charge.
5. Audit rights
During the term of this license and for a three (3) year period following its termination, Licensor may conduct periodic reviews of Licensee's records relating to its Licensed Software for the purpose of verifying Licensee's compliance with this license and any related agreements. 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 must exercise its right of audit upon no fewer than 15 days' prior notice. Licensee will provide Licensor with reasonable access and assistance for the audit, including reasonable use of available office equipment and space. Licensor shall upon request deliver to Licensee a copy of the results of any such audit.
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 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 Licensed Software, 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 Licensed Software and related documentation are not by this license transferred to you. No trademarks of eZ 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 indicate that the Licensed Software contains modifications and state their dates.
7.2 Contribution of Licensee Modifications
To the extent that any contributed Licensee Modifications incorporates any element which is subject to any intellectual property right owned by Licensee, Licensee hereby grants to eZ an unrestricted, non-exclusive, perpetual, royalty-free, world-wide, irrevocable and fully transferable license to make, use, sell, offer for sale, reproduce, create derivatives of, publish, display, sublicense or otherwise practice such intellectual property right.
Regarding any copyrights in Licensee Modifications:
* You hereby assign to us joint ownership, and to the extent that such assignment is or becomes invalid, ineffective or unenforceable, you hereby grant to us a perpetual, irrevocable, non-exclusive, worldwide, no-charge unrestricted license to exercise all rights under those copyrights. This includes, at our option, the right to sublicense these same rights to third parties through multiple levels of sub-licensees or other licensing arrangements;
* You agree that each of us can do all things in relation to Licensee Modifications as if each of us were sole and independent copyright holders. If one of us makes a derivative work the Licensee Modifications, the one who makes the derivative work (or has it made) will be the sole owner of that derivative work, hereunder make, have made, use, license, offer to license, import, and otherwise transfer your contribution in whole or in part, whether at a charge or at no-charge;
* You agree that neither of us have any duty to consult with, obtain the consent of, pay or render accounts to the other for any use or distribution of the material.
With respect to the Licensee Modifications, you represent that:* it is an original work by you and that you can legally grant the rights set out in these terms;* it does not to the best of your knowledge violate any third party's copyrights, trademarks, patents or other intellectual property rights.
8. Disclaimer of warranties
The Licensed Software 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 licensed software will meet licensee's requirements or that the operation of the licensed software will be uninterrupted or error-free, or that errors will be corrected. The entire risk of the licensed software's quality and performance is with licensee.
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 Licensed Software in a manner prohibited under this license or in a manner for which the Licensed Software was not designed;
(b) Licensee Modifications or changes made by Licensee to the Licensed Software (where use of unmodified Licensed Software 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 direct, consequential, exemplary, special, indirect, incidental or punitive damages, including any lost profits or lost savings (whether resulting from impaired or 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 (non) is set in reliance upon this allocation of risk and the exclusion of certain damages as set forth in this license.
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 Termination for patent action
This license shall terminate automatically and you may no longer exercise any of the rights granted to you by this license as of the date you commence an action, including a cross-claim or counterclaim, against eZ, an eZ partner or other licensee of eZ software alleging that the Software infringes a patent.
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.
11.4 Governing law
This License shall be deemed to have been executed in Norway and shall be governed by the laws of Norway, without regard to any conflict of law provisions.
11.5 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 Oslo City Court as mandatory legal venue. However, if you are located in a country that does not have a bilateral or multilateral ruling enforcement treaty with Norway, 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 Oslo, Norway. The arbitrator ñ of which there shall be only one - shall be bound by the provisions of this license and base the award on Norwegian substantive law and judicial precedent. The parties agree that the arbitrator shall have the power 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.
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
Attn: Software Licensing Dept/CLA,
eZ Systems AS
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.
11.7 Export law assurances
Licensee is responsible for complying with any applicable local laws, including but not limited to export and import regulations.
11.8 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.
11.9 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.
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