LICENSE AGREEMENT for PROCESSMAP for EPiSERVER BEFORE INSTALLING AND USING THE SOFTWARE (AS DEFINED BELOW) YOU SHOULD CAREFULLY READ THE LICENSE AGREEMENT (THE “AGREEMENT”).BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE SOFTWARE. INSTEAD, RETURN IT TO THE RETAILER FOR A REFUND OR CREDIT.BY INSTALLING AND/OR BY USING PROCESSMAP FOR EPiSERVER (THE “SOFTWARE”), YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT TO ADHERE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND THAT THE SOFTWARE WILL BE USED ONLY IN ACCORDANCE WITH THESE TERMS AND CONDITIONS AND WITH APPLICABLE LAWS. IF AN INDIVIDUAL IS INSTALLING AND/OR USING THE SOFTWARE ON BEHALF OF AN ENTITY OR ORGANIZATION, THAT INDIVIDUAL WARRANTS, REPRESENTS, AND COVENANTS TO THE OWNER THAT SUCH INDIVIDUAL IS DULY AUTHORIZED TO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THE ORGANIZATION AND TO BIND THE ORGANIZATION TO THEM. WHERE APPLICABLE, THIS AGREEMENT APPLIES TO ALL PRODUCTS PROVIDED BY THE OWNER, INCLUDING ANY TYPE OF LICENSE SUCH AS PARTNER LICENSE AND DEMO LICENSE.DEFINITIONS
The “Agreement” – Means this License Agreement and any appendices or separate agreements making it as a part of this Agreement.The “License” – Means this License Agreement and any appendices or separate agreements making it as a part of this Agreement.The “Owner” – Meriworks AB, Company Reg. No. 556743-2488, Svensknabbevägen 17, 393 51 Kalmar, SWEDENThe “Partner” – Means a developer, developing Customized Software using the API provided by the Owner.The “Licensee” – Means the end user, the physical person or legal entity part of this Agreement.The “Software” – ProcessMap for EPiServer and any updates and additions provided by the Owner.“Customized Software” – Means the Software that has been further developed and customized using the API.“Documentation” - Means Software documentation, the manuals, user guides and all other relevant material related to the Software provided by the Owner and/or the Partner to the Licensee under this Agreement. “Intellectual Property Rights” - Means copyright, trademark, patent, design right, trade secrets and all other rights of a similar nature. Intellectual Property Rights also includes and is not limited to pictures, animations, text, video, audio, music and plugins and utilities (“applets”) which have been incorporated into the Software and the Documentation.“Parties” – Means the Owner, Partner and/or Licensee.“Affiliated Company” - Means any legal entity that is directly or indirectly owning or controlling the Party, or under the same direct or indirect ownership or control as the Party, or directly or indirectly controlled by the Party for so long as such ownership or control lasts. Ownership or control shall exist through direct or indirect ownership of fifty percent (50%) or more of the nominal value of the issued equity share capital or of fifty percent (50%) or more of the shares entitling the holders to vote for the election of the members of the board of directors or persons performing similar functions.“Error” - Means any defect, malfunction or deficiency, which causes an incorrect or inadequate functioning or non-functioning of the Software.
“API” – Means the API provided by The Owner.
1. Installation and Use rightsCopyright and all other Intellectual Property Rights in the Software and related Documentation, including new versions, updates and other amendments are and will remain the exclusive property of the Owner. Except as expressly stated herein or in any underlying agreement, no rights or licenses are granted under this Agreement or under any underlying agreements. This Agreement grants a non-exclusive, non-transferrable right to install, use, have access to, show, run, or in any other way interactively work with the Software on a single computer, network server or a workstation. In the situation where the Software is made available to the Licensee without a fixed media, the Licensee shall have the right to make a copy of the product for backup or archival purposes only.This Agreement grants a non-exclusive right to use the Documentation for the Software provided under this Agreement.2. Scope of LicenseThe Software is licensed, not sold. This Agreement only gives the Licensee some rights to use the Software licensed under this Agreement and the Owner reserves all other rights. Unless applicable law gives the Licensee more rights despite this limitation, the Licensee may use the Software only as expressly permitted in this Agreement. In doing so, the Licensee must comply with any technical limitations in the software that only allows the Licensee to use it in certain ways. The Licensee may not- work around any technical limitations in the software;- reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, - make more copies of the software than specified in this Agreement or allowed by applicable law,- publish the software for others to copy;- use the software in any way that is against the law;- rent, lease or lend the software; or- use the software for commercial software hosting services.
3. Development and Customized SoftwareThis License does not grant any rights to amend or further develop the Software.Notwithstanding the above The Software can be customized by using the API. Any Customization shall be seen as and regulated as a separate agreement between the Partner and the Licensee. Terms such as , warranties, liabilities and any Intellectual Property Rights for the Customized Software shall therefore be regulated in a separate agreement between the Partner and the Licensee. Notwithstanding the above, the Licensee shall only have the right to install and use the Customized software in accordance with this rights granted under this Agreement.
4. Intellectual Property RightsCopyright and all other Intellectual Property Rights in the Software and related Documentation, including new versions, updates and other amendments are and will remain the exclusive property of the Owner. Any third party rights will remain the exclusive property of the owner of such rights. This Agreement does not grant any third party rights to the Licensee.5. Limited WarrantyThe Licensee undertakes to, prior to the installation and use of the Software, carry out a control of the functionality, performance and quality. The Owner and the Partner does not guarantee that the Software is free from any Errors. The Licensee acknowledges that installation and all types of use of the Software are on the Licensee’s own risk and that the Software is provided “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND THE OWNER AND THE PARTNER DISCLAIM ALL WARRANTIES, EITHER WHETHER EXPRESS OR, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Should the Software contain Errors, the Licensee shall bear the full costs of necessary service, reparation and correction. The Owner accordingly does not warrant that the Software corresponds to the Licensee’s expectations, or that the Software will work without disruption, being safe or without defects or that any Errors will be corrected. The Owner accordingly does not warrant any work or any result carried out and/or created by a Partner. 6. Limitation of LiabilityTo the maximum extent permitted by applicable law, in no event shall The Owner, The Partner or its distributors be liable for any special, incidental, indirect, punitive or consequential damages whatsoever (including, without limitation, damages for loss of business profits, loss of data, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software, even if the Owner has been advised of the possibility of such damages.The allocation of risk reflects the price of this License Agreement. Under no circumstances shall the liability for damages exceed the Licensee’s cost for this License. The Owner shall under no circumstances be liable for any work or action carried out by a Partner, distributor or a third party.
7. SupportNo support, upgrades or access to upgrades are included in this License Agreement. Support of the Software is not provided by the Owner or any Affiliated company. Relevant Documentation and support can be provided under a separate agreement.
8. Term and TerminationThis Agreement shall enter into force when installing and/or using the Software and shall not be limited in time. The Licensee can terminate the Agreement at any point in time. The Agreement will automatically and immediately be terminated, without further notification, if the Licensee is in breach of any part of the Agreement. At time of termination the Licensee shall have the obligation to uninstall and destroy all copies of the Software and all its components and any Documentation provided under this Agreement.9. Governing law, Disputes and SettlementThis Agreement shall be governed by the substantive law of Sweden.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be solved by mediation in accordance with the Rules of the Mediation Institute of the Stockholm Chamber of Commerce.
Where the dispute cannot be settled by mediation, it shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
The seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be Swedish.
10. GeneralThis Agreement form the entire agreement between the Parties relating to the subject matter hereof. The content of this Agreement and the Underlying Agreement supersede all previous written or oral commitments and undertakings between the Parties. Any changes to the Agreement shall be made in writing. If any part of this Agreement is found to be void, unlawful, or unenforceable, then that part will be deemed to be severable from the balance of this Agreement and the severed part will not affect the validity and enforceability of any remaining provisions.
For any questions regarding this Agreement or other questions relating to the Software, please contact:
Meriworks ABSvensknabbevägen 17393 51 KalmarSweden
Telephone: +46 (0)480 42 60 60Fax: +46 (0)480 42 60 79E-mail: in...@meriworks.seWeb: http://www.meriworks.se