This License Agreement (the “Agreement”) is a legal agreement between you, as either an individual or a single business entity (the “Licensee” or “You”) and Waade Information System AS (the “Licensor”).
READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING THE LICENSED PRODUCT. BY DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THE LICENSED PRODUCT.
THE LICENSED PRODUCT IS PROPRIETARY TO LICENSOR AND IS, AS SUCH, SUBJECT TO COPYRIGHT PROTECTION AND IT IS LICENSED TO YOU, HEREUNDER; NOT SOLD.
“Application” means any software, application, or elements that you develop using the Licensed Product or Modifications of the Licensed Product in accordance with this License Agreement.
“Modification” means: a) any addition to or deletion from the contents of a file included in the original Licensed Product or previous Modifications created by you and/or b) any new file that affects any part of the original Licensed Product or previous Modifications.
2. GRANT OF LICENSE
Subject to Licensee complying with all terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, perpetual, non-transferable license, without right to sublicense, to use the Licensed Product by the number of unique users as set out in your license, to (i) create Modifications and Applications and (ii) to distribute the Licensed Product to your customers solely as integrated into the Applications as an embedded solution and otherwise in accordance with the terms and conditions of this Agreement.
You shall at all times and at your own risk ensure that you have acquired a separate license for each unique user which accesses or otherwise utilizes the Licensed Product, unless your license gives you the right to use the Licensed Product by an unlimited number of users. Each unique user shall be a single person for whom you have purchased a license to use the Licensed Product. A unique user may be replaced with a new unique user, but only after having been a user of the Licensed Product for a minimum of 6 months.
You may not remove or otherwise alter or modify any titles, trademarks or trade names, copyright notices, legends or other proprietary markings on the Licensed Product.
3. LIMITATION OF LICENSE
The Application must not allow for or permit for any third party to use or make use of the Licensed Product or Modifications of the Licensed Product, or any portion thereof, other than the permitted use thereof, as or in the nature of an embedded solution.
During the first year of the License Term (the “Term”), Licensor will provide Licensee with any updates, modifications, enhancements and revisions made to the Licensed Product, free of charge. Notwithstanding the foregoing, the Agreement shall not in any way obligate Licensor to provide any such updates, enhancements, modifications or revisions to the Licensed Product.
All updates, modifications, enhancements and revisions will be made available for download from a designated website.
5. SUPPORT SERVICES
During the first year of the Term, Licensor will provide Licensee support services for the Licensed Product.
All support requests related to the Licensed Product shall be given by email or at the forum available on our website and Licensor will use its reasonable endeavors to answer your request within 5 working days according to Norwegian holidays.
We will use reasonable efforts to assist you to resolve problems with the Licensed Product, but we make no guarantee for our support services and the limitation of liability as set out in this Agreement shall also apply for all support services provided in relation to the Licensed Product.
6. INTELLECTUAL PROPTERTY RIGHTS
All title and intellectual property rights in and to the Licensed Product, and all related copyrights, trade marks, trade secrets and any other intellectual and industrial property and proprietary rights are owned by and proprietary to Licensor. You acknowledge and agree that Licensor continues to own all right, title and interest in and to the Licensed Product and any documentation related hereto, including associated intellectual property rights, and that this Agreement does not grant you any ownership interest in the Licensed Product or the documentation related hereto, but only a limited right of use that is subject to and is also revocable in accordance with the terms of this Agreement.
Licensor and/or Licensor's designee shall have the right, upon reasonably advanced notice and during regular business hours, to audit all books, records and documents relating to the Licensed Product in order to audit the accuracy of the number of copies of Licensed Product, the number of unique users licensed and compliance with intellectual property right restrictions, as well as any other terms and conditions set forth in this Agreement. If such audit discloses a discrepancy of 5% or more in payment obligation, Licensee shall pay Licensor not only the amount of such discrepancy, but also the actual costs of the audit checking and any collection expenses, including, without limitation, outside attorney's fees and expenses.
Without prejudice to any other rights, Licensor may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In the event of termination, you agree to immediately cease using the Licensed Product and to destroy all copies of the Licensed Product, including any backup copies.
9. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED PRODUCT, HOWEVER OR WHATSOEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR PROVIDES THE LICENSED PRODUCT “AS IS” AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR OR SPECIFIC PURPOSE, OF LACK OF VIRUSES, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT, ALL WITH REGARD TO THE LICENSED PRODUCT, AND THE PRIVISON OF OR FAILURE TO PROVIDE SUPPORT SERVICES. YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE LICENSED PRODUCT TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE.
If any terms or provision of this Agreement is declared void, unenforceable or illegal, this shall not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.
The article and section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
c. No waiver
The failure of either party to insist on the strict enforcement of any provisions of this Agreement shall not be deemed a waiver of any provisions and all terms shall remain in full force and effect. Furthermore, no waiver of any provisions of this Agreement is binding unless it is in writing and signed by a duly authorized representative of both parties.
You may not assign or otherwise transfer this Agreement, the Licensed Product or any of the rights and obligations herein without Licensor's prior written consent.
e. Entire Agreement
This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement. This Agreement may not be amended, modified or changed, unless it is made by a written agreement signed by a duly authorized representative of both parties.
f. Choice of law and legal venue
This Agreement will be governed by the laws of Norway, without reference to the conflict of laws principles and excluding the United Nations Conventions on Contracts for the International Sale of Goods, and in any dispute arising out of this Agreement, you consent to the exclusive jurisdiction of the Norwegian Courts.