EASYINSTALL LICENSE TERMS AND CONDITIONS
1. Rights to the Licenses
1.1 IXP Data ApS (hereafter called “IXP Data”) hereby gives Licensee’s unlimited and non-exclusive use of the IT program EasyInstall (hereafter called “Program”) for own internal use on the number of computers agreed. However, if EasyInstall is used on a subscription, there is a time limit on the right of use, which only applies as long as the subscription runs.
1.2 A license is valid for a computer for at least 30 days before the same license can be transferred to another computer.
2.1 Licensee is not justified to copy the program or parts of it.
2.2 The licensee is entitled to take a backup of the program.
3.1 Licensee is not justified to make changes to the program, including the licensee to conduct unauthorized or cause conduct reverse engineering or recompilation of the program beyond what might be allowed under strict rules which apply in these conditions.
3.2 In the event that the licensee or a third party interfere or changes in the program, IXP Data’s obligations under these terms lapses without notice, and IXP Data disclaims any responsibility for any consequences of such actions or changes.
4. Intellectual Property Rights
4.1 IXP Data has copyright and any other rights to the program. Licensee must respect IXP Data Rights and licensee is responsible without limits for infringement of these rights, including the unauthorized disclosure of the program to third parties.
4.2 Licensee is not justified to break or change any security codes, and the licensee is not justified to modify or remove entries in the program or to the media in which the program provided for the right circumstances, trademark electricity licensee is obliged to ensure that the program be kept inaccessible to third parties and that the program in any other way comes into possession of third parties.
5.1 Licensee is not justifiable to sell, rent, borrow, permit the use of or otherwise transfer or surrender the application or license rights to the program to third parties. The program may not, without separate agreement with IXP Data be used in connection with facilities management, outsource, hosting or similar.
6. Licensee’s choice of program
6.1 The program is a standard product, provided by IXP Data functions, as shown in the accompanying documentation. IXP Data is not responsible for whether the program meets the licensee, requirements and needs for functionality.
7. Clearing errors
7.1 Licensee is committed to examine and test the program before purchasing the program since the program is free to download and an evaluation license is free of charge.
7.2 An error in the program is considered major if it means that significant parts of the program’s functionality does not meet the accompanying documentation, or if it prevents the execution of the program.
7.3 If the licensee in writing can demonstrate that there is a substantial error in the program, IXP Data is until 3 months after delivery of the program committed to, after own their choice, either free of charge to deliver a new version of the program without the significant error or correct the error or lift present conditions and repay the received license fee against the return of all versions received by the licensee and copies of the program, manuals, documentation, etc. In this case one party is not justified to make further claims against the other party. Error correction equivalent to the assignment of procedures or methods of use (“work arounds”), then the error does not have a significant effect on licensee’s use of the program.
7.4 IXP Data has conducted testing of the program before delivery. It cannot be excluded that the program – like other software – contains errors and anomalies that are not covered by point 7.2 above. Such is not ground to cancel the contract and do not justify the licensee to remedy or other remedies. IXP Data will seek to ensure that all errors and anomalies are corrected in subsequent versions of the program.
8. Violation of the third party’s right
8.1 Licensee is responsible and obligated to comply with the third party license terms. IXP Data assumes no responsibility between the licensee and third parties.
8.2 IXP Data is responsible to Licensee to ensure that the program does not infringe third party intellectual property rights. If any action against the licensee under which it is claimed that such a violation exists, the licensee shall be obliged to immediately provide IXP Data accordingly. IXP Data will take over the matter and the cost of the case, and IXP Data has irrevocable proxy, at its own expense to conduct the trial or enter into any settlement regarding the alleged violations.
8.3 Where any given ruling under the third party claim, IXP Data is entitled to at its choice to provide the licensee the right to continue using the program or to bring the infringement to an end by amending or replacing the program with another program which have essentially the same functionality as the program or terminate these terms with immediate effect to reimburse the fees paid by the licensee. Licensee cannot raise additional claims against IXP Data after this.
9. Support and update
9.1 IXP Data may offer to assist the licensee with answering questions and solving problems (here after called “support”) against payment of the applicable hourly rate for IXP Data external consultants.
9.2 Licensee is under these conditions eligible for without additional cost (see 9.4) to receive general issued releases and all of IXP Data generally posted changes and bug fixes (here after called “Updates”). IXP Data reserves the right not to publish updates to the IXP Data deemed irrelevant to the licensee, or on its own to send updates to existing licensee’s request.
9.3 Licensee subscription updates include: – Access to download of new versions and updated manuals and any other documentation relating to the updates, once released by IXP Data.
9.4 Updates will from the delivery date be subject to these conditions, including provisions of the license conditions relating to bug fixes, etc. If a version of EasyInstall by IXP Data is estimated to include new modules or major new functionality, the licensee shall be obliged to pay for them in accordance with IXP Data price list.
9.5 If IXP Data find it appropriate IXP Data will issue new versions of the program against payment according to IXP Data current price-list. IXP Data assumes no obligation to issue new versions of the program and licensee refers to support -see above 9.1. to the extent that maintenance does not meet Licensee’s needs sufficiently.
10. Price and terms of payment
10.1 For licensing rights to the program, the licensee must pay the royalty mentioned in the contract (except updates). If Easy Install is used on a subscription, the licensee must pay it on the periodic subscription specified on the agreement. Other assistance will be billed according to IXP Data current charge for the hour.
10.2 IXP Data’s payment terms are cash 14 days from date of invoice. If the licensee fails to make payment within the payment period set in the invoice, interest will be added, the Danish law taken into account.
10.3 Subscription services is subscribed for an agreed period of time. Subscriptions automatically extended and must be terminated within 3 months before expiration.
11. Liability and limitation of liability
11.1 IXP Data is without liability for loss due to indirect damage and consequential damages (including loss of anticipated profit, loss of data or their restoration, loss of goodwill or other similar follow injury) in connection with use of the program, or losses as a result of missing or failure features in the program regardless whether IXP Data has been advised of the possibility of such loss.
11.2 IXP Data total responsibility for any loss or damage is limited to the amount the licensee paid for the program regardless whether IXP Data has been advised of the possibility of further losses.
11.3 IXP Data is also without responsibility if updates have an impact on other hardware or software or modifications to the program, whether such modifications might be developed by IXP Data.
12. Product Liability
12.1 IXP Data is responsible for product liability in accordance with the provisions of EU Directive 85/374/EEC as implemented in Denmark, to the extent that responsibility for the law cannot be derogated from by contract, but disclaims addition product liability on any other basis.
12.2 IXP Data provides maximum support on any given version up to 1 year after the release.
13. Force majeure
13.1 A party shall have no liability to the other party, subject to force majeure, which have an impact on its obligations under these conditions. By force majeure is considered among other war and mobilization, natural disasters, strikes, lockouts, fire, failure, delayed or incomplete deliveries from subcontractors, damage to production facilities, computer virus, incapacitation of key personnel, import and export regulatory conditions and other factors outside the party control.
14. Duration, cancellation and termination
14.1 These license terms are non-cancellable and access to termination on the basis of breach is not possible.
15.1 If the licensee fails to fulfill these conditions licensee’s rights ceases according to these conditions, including the right of license, with immediate effect and the licensee is obliged without reimbursement right to return the program, including any backup copies and related documentation.
In addition, IXP Data require compensation under the general rules for Danish law for the loss which IXP Data may suffer.
16. Applicable law and jurisdiction
16.1 This contract is subject to Danish law and proper venue for any dispute relating to this contract is the Maritime and Commercial Court in Copenhagen, Denmark.
17.1 In case of discrepancy between these license terms and other contract between the parties, the contract concluded shall prevail.