License agreement
| Description
| New in R2
| System requirements
| License agreement |
1. Intellectual property rights to the Programme
1.1 Any and all copyrights and other rights to the Programme shall belong
to 43D ApS. Under the Purchase Agreement, no rights whatsoever to the Programme
have been assigned except for a limited and non-exclusive right of use.
2. Scope of the right of use
2.1 The Licensee shall have an interminable and non-exclusive right to use
the Programme of indefinite duration.
2.2 The Programme is a single user version which may be installed only with
the Licensee.
2.3 The Programme shall be used only for the purpose of the Licensee's internal
electronic data processing to be used for the Licensee's internal assignments.
3. Restrictions in the Licensee's right of use
3.1 The Licensee is not entitled to:
1. let out, lease, lend, sell, distribute, make changed works of or sublicense the Programme or grant any third party permission to that effect;
2. modify the Programme, except where such modification is permitted by mandatory rules of law, or grant any third party permission to that effect;
3. use the Programme in connection with services rendered by a service agency to the Licensee or in connection with ASP, web services, outsourcing or facility management services, or to use the Programme for the purpose of supplying such services to third parties;
4. make any changes to safety mechanisms provided by the Licensee;
5. make Reverse Engineering on the Programme;
6. compile and decompile the Programme;
7. copy or use parts of or the entire object or source code for the Programme or grant any third party a permission to that effect;
8. use the entire Programme or parts thereof for the development or marketing of another programme or model, including any kind of function, element, parameter or conduct which, in terms of function, is equivalent or similar to any part of the Programme which is not already publicly available;
9. use the Programme or confidential information or any part thereof for the development, marketing or sale of any competing, derived or adjacent product for the Licensee's or third parties' own use; or
10. change or remove any specifications concerning copyrights, trademarks or other rights existing in the Programme and on the data-bearing media.
4. Upgrading, maintenance, support and training
4.1 The Licensor is not obliged to deliver upgraded versions of the Programme.
The Licensee may acquire upgraded versions subject to separate agreement in
writing to that effect.
4.2 Support shall be provided according to specific agreement.
4.3 The Licensor will make updated versions, meaning corrections of programme
errors in the Programme, available to the Licensee on the Licensor's website
www.43d.com.
5. Warranty
5.1 The Licensor shall not make any warranties in respect of the Programme
which shall be deemed to be delivered as is and as a standard programme.
6. Limitation of liability
6.1 The Licensor shall not be liable for the usefulness of the Programme in
relation to the specific use which the Licensee requests or may have assumed,
including for the integration or interaction between the Programme and the
Licensee's other programmes and installations.
6.2 The Licensor shall not be liable for any loss suffered in connection with
the installation, upgrading, servicing and support of the Programme.
6.3 The Licensor shall not be liable for any kind of consequential loss, indirect
or special damage, irrespective of whether such damage originate in the loss
of goodwill, lost earnings, loss on operations, lost data, loss of information,
interruptions of operations or lack of access to use the Programme, any other
programmes or equipment, interruptions of business, impairment of other assets
or any other kind of loss, irrespective of whether this is due to breach of
any explicit or implicit warranty, gross negligence, misrepresentations, misleading
information and the like, irrespective of whether such liability is invoked
under the Purchase Agreement or otherwise.
6.4 The Licensor shall be liable only for damage caused by the Programme and
shall incur product liability only to the extent that such liability follows
from mandatory law.
6.5 The Licensor shall not be liable for any loss suffered by reason of the
Licensee allowing third parties to make changes in the Programme, the Licensee
using the Programme contrary to the Purchase Agreement or the Licensee otherwise
contributing to the occurrence of such damage.
6.6 The Licensor shall not be liable for any loss suffered by reason of the
relationship existing between the Licensor and third parties meaning a legal
entity other than the Licensee.
6.7 The Licensor's maximum liability for damages shall be limited to an amount
equalling the License Fee paid by the Licensee in respect of the use of the
Programme.
6.8 In order for any claim for damages in accordance with the aforesaid to
be raised against the Licensor, such claim shall be submitted no later than
two (2) weeks after the occurrence of the action giving rise to liability
and in no event later than twelve (12) months after the Licensee's signing
of the agreement to acquire the right to use the Programme.
7. Force majeure
7.1 Neither the Licensee nor the Licensor shall be liable against each other
in respect of any matters beyond the control of the relevant party and which
the party should not have considered or avoided when signing the Purchase
Agreement, including labour disputes (strikes and lock outs), incapacity for
work of key personnel, war, riots, natural disasters, fire, foreign exchange
restrictions, public confiscation, import or export bans and interruption
of the usual trading or supply of energy. The aforesaid shall also apply in
the event of force majeure with relevant subsuppliers.
8. Breach
8.1 In the event of any breach of these License Terms on the part of the Licensee,
the Licensor is entitled to terminate the agreement on the Licensee's acquisition
of the right to use the Programme without notice. Subsequent thereto, the
Licensee is obliged to immediately stop using the Programme and to return
and/or delete any and all copies of the Programme and make a statement in
writing to the Licensor stating that such return and deleting has been completed.
In that case, the Licensor is not obliged to repay any part of the License
Fee paid by the Licensee.
8.2 In the event of any breach of these License Terms on the part of the Licensee,
the Licensor is entitled to claim damages for any loss suffered by reason
thereof.
9. Validity of provisions
9.1 In the event that one or more of the provisions stated in these License
Terms are found to be invalid or contrary to mandatory rules of law by final
public order or a decision by the courts, the Licensor is entitled to replace
the relevant provisions with provisions having the largest degree of similarity
as possible with the provisions found to be invalid and thereby ineffective.
The invalidity of anyone provision shall not affect the validity of the remaining
provisions of these License Terms.
10. Transfer of the license acquired by the Licensee
10.1 The Licensee is not entitled, without the written consent of the Licensor,
to assign, sublicense, sell or otherwise transfer the right to use the Programme
otherwise as provided for in the Purchase Agreement.
11. Applicable law and venue
11.1 The Purchase Agreement and this License Agreement shall be subject to
and construed in accordance with Danish law, except for the Convention on
Contracts for the International Sale of Goods (CISG) which shall not apply
to the Purchase Agreement and this License Agreement. Notwithstanding the
aforesaid, the Licensor is entitled to invoke the laws of another country
than Denmark in connection with the enforcement of the intellectual property
rights of the Licensor.
11.2 Any and all disputes arising out of the Purchase Agreement or theis License
Agreement shall be settled before the Western Division of the Danish High
Court in Viborg, Denmark. Notwithstanding the aforesaid, the Licensor is entitled
to bring any infringement of the Licensor's intellectual property rights before
any competent court or authority.
12. Nature of these License Terms
12.1 This License Agreement form an integral part of the Purchase Agreement
executed concurrently herewith.