...
Licensor and Licensee may individually be referred to as “Party” and jointly as the “Parties”.
1. Definitions
1.1 Authorized User means a unique person who is given access to the Software under a User License.
...
1.14 User License means a license granted under this Agreement to the Licensee to permit an Authorized User to use the Software.
2. License Grant
2.1 General License Terms
...
2.3 Other Restrictions
The Software may not be copied in whole or in part, except for a backup copy that bears all copyright notices and any other identifying or restrictive legends that appear on or in the Software as received. Except as otherwise expressly permitted by 2improveIT, the Software may not be sold, redistributed (except for the redistribution to Authorized Users), reproduced, transmitted, put in circulation, disseminated, translated to or reduced from any electronic medium in machine readable form. It is strictly prohibited to decompile, reverse engineer, disassemble, modify, adapt, create derivative works from, or otherwise attempt to derive, any portion of the Software. The license which is locked to a specific server may not be installed on any different server.
3. Limited Source Code License Grant
For the purposes of this Agreement, 2improveIT may provide some elements of the Software in source code form (hereinafter “Source Code”) in which case, and unless otherwise specified, 2improveIT shall grant the Licensee a personal, limited, non- exclusive, non-transferrable and non-assignable right to modify Source Code for the sole purposes of developing bug fixes, customizations and additional features for the Software (hereinafter “Derivative Works”), provided that the use of such Derivative Works shall be limited to Licensee’s internal use in connection with the Software.
2improveIT SHALL NOT PROVIDE ANY SUPPORT, WARRANTY, INDEMNITY AND SHALL NOT BE HELD LIABLE FOR ANY DERIVATIVE WORKS OR ANY EFFECT THEY MAY HAVE ON THE OPERATION OF THE SOFTWARE.
4. Intellectual Property Rights
4.1 All rights, title and interest, including any intellectual and industrial property rights in the Software are exclusively owned by 2improveIT and/or its affiliates, and save for the user rights expressly granted to the Licensee under this Agreement, the Licensee is not granted any rights therein.
...
4.5 The Licensee will indemnify and hold harmless 2improveIT against all costs, expenses, losses and claims made against 2improveIT as a result of any infringement of a third party’s intellectual property rights arising from the Licensee’s or its Authorized Users’ modification to the Software or combination of the Software with third party products.
5. Non-Disclosure
The Licensee agrees to treat the Software, the associated documentation and any other information obtained in connection with this Agreement as strictly confidential, not to use any of the foregoing except to exercise its rights and perform its obligations hereunder. The Licensee shall protect the Software, the associated documentation and any other information obtained in connection with this Agreement against disclosure in accordance with the highest applicable standards.
6. Fees
6.1 As consideration for the Software Commercial License granted to the Licensee under this Agreement, the Licensee shall pay 2improveIT/the Reseller a license fee as agreed between the Parties. The Fees shall be invoiced in accordance with the invoicing method agreed between the Parties. The invoices are due and payable in full upon the date of its issuance. Fees stated are exclusive of applicable taxes, which shall be additionally charged and paid by the Licensee. All payments made by the Licensee under this Agreement will be final and non-refundable.
6.2 Any failure to pay Fees on the due date will result in the immediate termination of the licenses granted under this
Agreement.
7. Termination
7.1 Except for the Beta/Evaluation License, all licenses under this Agreement are effective until terminated.
...
7.5 Upon expiry or termination of this Agreement for whatsoever reason, (i) any licenses granted hereunder shall automatically terminate and the Licensee shall promptly cease all use of the Software and shall at its own cost cease permitting access to the Software and procure that all Authorized Users immediately cease all use of the Software and shall destroy all copies of the Software and documentation within its possession or control, except for perpetual licenses which shall survive termination save as stipulated otherwise in 7.3 above, and (ii) 2improveIT’s obligations hereunder shall immediately terminate. In the event of any termination of this Agreement, the provisions that by their nature are intended to survive termination, including Sections 2.3, 4, 5, 8, 9, 12, 13 and 14, shall survive termination.
8. Disclaimer of Warranties
8.1 THE LICENSEE ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS BEING LICENSED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, AND 2IMPROVEIT HEREBY, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FITNESS FOR ANY PARTICULAR PURPOSE, THE WARRANTY THAT THE SOFTWARE WILL OPERATE ERROR FREE OR THAT ALL ERRORS IN THE SOFTWARE WILL BE CORRECTED. THE LICENSEE IS SOLELY RESPONSIBLE FOR BACKING UP, AND WILL BACK UP, ITS SYSTEM AND DATA BEFORE INSTALLING OR RUNNING THE SOFTWARE.
8.2 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY 2IMPROVEIT OR THE RESELLER SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, THE LICENSEE SHALL BEAR THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
9. Limitation of Liability
To the maximum extent permitted under applicable law, 2improveIT excludes its liability for damages of any kind or nature, including without limitation any compensatory, incidental, direct, indirect, special, punitive or consequential damages (including (without limitation) loss of use, loss or corruption of data, loss of income or profit, loss of or damage to property, claims of third parties, reputational harm, opportunity loss, loss of contracts or customers, loss of goodwill, loss of anticipated savings, recoupment of any investment made, the cost of procuring replacement goods or services, and other losses including attorneys' fees) in connection with (a claim relating to) this Agreement, including (without limitation) claims resulting from the (non-)performance of the Software. The foregoing exclusion shall equally apply to the benefit of 2improveIT’s and its affiliates’ employees, agents, suppliers and contractors. In the event that liability is nevertheless imposed on 2improveIT, its affiliates, their employees, agents, suppliers or contractors, the liability shall not exceed the amount of the Fees (excl. taxes) paid for the Software, if any. In no event shall 2improveIT have any obligations, responsibilities or liability whatsoever with respect to a backup copy of the Software made by the Licensee. Third party material shall be exclusively governed by the applicable third party terms and conditions.
10. Privacy and Data Protection
10.1 The Licensee shall (i) comply with all applicable legal requirements regarding privacy and data protection; and (ii) provide sufficient notice to, and obtain sufficient consent and authorization from all users and any data subject of which personal data is provided to 2improveIT, to permit the processing of the data by the Licensee and 2improveIT and the 2improveIT’s hosting partner, and their respective affiliates, subsidiaries, subcontractors and licensors. If and to the extent required by law, Licensee shall notify and obtain the explicit consent of the individual users of the Software and data subjects concerned that their data may be processed by 2improveIT (and its subcontractors).
...
10.4 If any changes or prospective changes to the Data Protection Laws result or will result in one or both Parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under this Agreement, then the Parties shall use their best endeavours promptly to agree such variations to this Agreement as may be necessary to remedy such non-compliance.
11. Miscellaneous
11.1 This Agreement may not be amended except with the written agreement of 2improveIT, which consent may be withheld at its complete discretion and without any further requirement of justification.
11.2 The Licensee may not assign this Agreement without prior written approval of 2improveIT. 2improveIT may assign its rights and obligation under this Agreement without consent of Licensee. Any permitted assignee shall be bound by the terms and conditions of this Agreement.
12. Severability
In any provision of this Agreement is found void, invalid, unenforceable or contrary to applicable law, such provisions shall be construed, limited or altered (as necessary) and all other provisions shall continue in full force and effect.
13. Entire Agreement
This Agreement is the entire agreement between the Licensee and 2improveIT relating to the Software and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this Agreement. Any purported oral modification of this Agreement shall be null and void.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the Belgian law and the Parties submit to the exclusive jurisdiction of the courts of Hasselt
15. Contact Point of Information
Any questions or communications in relation to this Agreement should be sent to:
2improveIT bvba
Heerstraat 167
3511 Hasselt
Belgium
Email: info@2improveit.eu