IMPORTANT: Please read the following license agreement carefully.
This Ibexa Business License Agreement (“Ibexa BUL”) is between Ibexa AS
(Norwegian business registration no. 981601564), a Norwegian company
("Licensor", “Ibexa” or “we”), and the customer ("Licensee" or "you"). By
installing all or any portion of the Licensed Software (or authorizing
any other person to do so), you accept the terms and conditions of this
Ibexa BUL. If you acquired the Licensed Software without an opportunity to
review this Ibexa BUL and do not accept the Ibexa BUL, you must: (a) not use
the Licensed Software and (b) return or delete the Licensed Software,
with your certification of deletion, within thirty (30) days of the
The parties hereby agree to the following terms and conditions:
"Licensed Software" means the Ibexa Digital Experience Platform (DXP)
or other Ibexa software product (such as eZ Platform Enterprise Edition,
eZ Publish Platform) downloaded, ordered or otherwise legally acquired
(licensed) by you from Ibexa (or other party authorized by Ibexa).
"Licensed Copy" means one sample of the Licensed Software.
2. License grant
2.1 You may
If you have entered into an Ibexa Subscription
Agreement, you have paid the correct fees and you comply with the terms
of this Ibexa BUL, we grant you a limited, non-exclusive and
non-transferable right to:
(a) install and run the Licensed Copy according to the terms defined by the Ibexa Subscription
(b) modify or make improvements, patches, workarounds and 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 or affiliates.
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. Without limiting the foregoing, you may not: (a) 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; (b) use the Licensed Software to
operate 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 Licensed Software onto any public or
distributed network; or (d) change any right notices which appear in the
3. Your responsibility
Except as expressly described in this Ibexa BUL or in a separate written
agreement, you alone are solely responsible for the installation of the
Licensed Software, its operation, supervision, maintenance, management
and related training and support. The same shall apply to any related
installation, maintenance and configuration of computer hardware used by
the Licensed Software.
4. Price and payment
You may use the Licensed Software free of charge if you are a current
and paying Ibexa Subscription Agreement customer, with a
subscription agreement covering the Licensed Software. If not, you may
not use the Licensed Software.
Please see the Ibexa Subscription Agreement for the
prices and terms of payment, that apply.
All use of the Licensed Software has to stop immediately after the termination or
expiration of any such Ibexa Subscription Agreement.
5. Audit rights
To make sure everyone is contributing their part to enable us to
continue making great software, we need a right at all times to audit
our Licensors. During the term of this Ibexa BUL and for a three year
period following its termination, we therefor may conduct periodic
reviews of your records relating to the Licensed Software for the
purpose of verifying Licensee's compliance with this Ibexa BUL, Ibexa
Subscription Agreement and related agreements.
During this three year period, you are obliged to maintain complete and accurate
books and other records related to software licensing and related payments.
We must exercise its right of audit upon no fewer than 15 days' prior notice.
You will then provide us with reasonable access and assistance for the audit,
including reasonable use of personnel, available office equipment and space.
In return, we must give you a copy of the results of the audit, if you ask us for it.
Ibexa may terminate this Ibexa BUL immediately if you are in breach any of its
provisions and such breach remains uncured 30 days after you receive
notice of the breach. In the event that you (a) fail to pay Ibexa any
outstanding amounts, including subscription fees or license fees for
other software, on time, or (b) are or become liquidated, dissolved,
bankrupt or insolvent, whether voluntarily or involuntarily, or is to
take any action to be declared so, we may terminate this Ibexa BUL
immediately. Upon cancellation or other termination of this Ibexa BUL, for
any reason, you must immediately destroy all copies of the Licensed
Software, and confirm the destruction within 7 (seven) days.
7. Intellectual property rights
You agree that no copyright, other intellectual property or proprietary
rights in the Licensed Software and related documentation are
transferred to you. No trademarks of Ibexa may be used by you without Ibexa’s
express written permission. If permission is granted, use must always
take place in accordance with our 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 and location.
8. Limited warranties
We warrant that the Licensed Software will remain in substantial
conformance with the current documentation of the Licensed Software. We
disclaim, and you waive, 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. We do not warrant that the Licensed
Software will meet your requirements or that the operation of it will be
uninterrupted or error-free, or that errors will be corrected. The
entire risk of the Licensed Software's quality and performance is
therefore with you.
9. Limitation of liability
To the extent permitted by law, we do not have liability with respect to
obligations described in this Ibexa BUL 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 we have 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
injury. We both agree that the remedies and limitations herein allocate
the risks between us as authorized by law. The license fee (none) is set
in reliance upon this allocation of risk and the exclusion of damages as
set forth in this Ibexa BUL.
10.1 Termination for patent action
This Ibexa BUL shall terminate automatically and you may no longer exercise
any of the rights granted to you by this Ibexa BUL as of the date you
commence an action, including a cross-claim or counterclaim, against Ibexa,
any third party supplier Ibexa is distributing software for, or other
licensee, alleging that the Licensed Software infringes a patent.
Without Ibexa’s written permission, you may not sublicense or otherwise
transfer your rights and obligations under this Ibexa BUL to any other
person or party. Any attempt by you to do so, will terminate this Ibexa BUL
without further notice. Ibexa may assign its rights hereunder at any time
10.3 Governing law
This Ibexa BUL is to be governed by the laws of Norway, without regard to
any conflict of law provisions.
10.4 Disputes and legal venue
If we disagree, you and Ibexa will first attempt to resolve the
disagreement through discussions and negotiations.
If you and Ibexa cannot agree, the dispute can be referred to Oslo City
Court as mandatory legal venue by either one of us. However, if you are
located in a country that does not have a bilateral or multilateral
ruling enforcement treaty with Norway, the dispute must 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 is to be Oslo, Norway. The arbitrator (only
one) will decide based on this Ibexa BUL and Norwegian law. We both agree
that the arbitrator will have the power to decide all matters, and to
award any remedies. All proceedings and documents shall remain strictly
In no event shall the United Nations Convention on Contracts for the
International Sale of Goods apply to, or govern, this Ibexa BUL.
Any notices we need to send each other, must be delivered and addressed
to you at the address you provided to Ibexa (or our representative) at the
time of the order, and to Ibexa at
Attn: Software Licensing Dept.,
Either party may change its address for notice purposes upon notice in
accordance with this section.
10.6 Export law assurances
You are responsible for complying with any applicable local laws,
including export and import regulations.
10.7 Entire agreement
This Ibexa BUL and Ibexa Subscription Agreement comprise the entire agreement, and replace all earlier
proposals, understandings and agreements, oral and written, between us.
10.8 Update of terms
In order to be able to manage all those licensing software from us, we
may from time to time in our discretion 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 have not objected in
writing to us, the new version of the Ibexa BUL is to be deemed as accepted