ORGANICE END USER LICENSE AGREEMENT
End User License Agreement
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AND THE GENERAL TERMS & CONDITIONS PUBLISHED ON HTTP://WWW.ORGANICE.COM CAREFULLY BEFORE USING THE SOFTWARE. ORGANICE BV (THE NETHERLANDS) LICENSES THIS SOFTWARE TO YOU, AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND ORGANICE BV. BY OPENING THIS PACKAGE, BREAKING THE SEAL, CLICKING THE “ACCEPT” OR “YES” BUTTON OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR LOADING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE “I DO NOT ACCEPT” OR “NO” BUTTON OR OTHERWISE INDICATE REFUSAL, MAKE NO FURTHER USE OF THE SOFTWARE.
Article 1. License
1.1. The Software and documentation that accompanies this license (hereinafter collectively “Software”) is the property of Organice BV (The Netherlands). The software is licensed, not sold. You may obtain the software from Organice or one of its authorized resellers. Hereinafter Organice BV and its authorized resellers are collectively referred to as: “we”, “us” or “our”). The Software is protected by copyright law. You will have certain rights to use the Software after your acceptance of this license. This license governs any versions, releases or builds of the Software that we may furnish to you. Your rights and obligations with respect to the use of this Software are as follows.
1.2. Once you accept this license, you may:
a) Install the Software in a single location on a single hard disk or other storage device;
b) Post and make available the Software on a network file server for the purpose of installation onto hard disks or other storage devices or use of the Software over such network;
c) Make backup copies of the Software;
d) Use the Software in accordance with any additional permitted usage set forth below.
1.3. You may not:
a) Sublicense, rent, or lease any portion of the Software; reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, except to the extent or permitted by law and where such information is indispensable to obtain the information necessary to achieve interoperability of an independently created program with the Software or with another program and such information is not readily available from us;
b) Distribute (wholly or partially) any of the components (dll’s or other files) that make up the Software;
c) Create derivatives of the Software;
d) Redistribute the Software that is integrated with other technology as a component or standalone product and does not provide end user access to the complete install process;
e) Redistribute incomplete, modified, reverse engineered, or otherwise altered copies of the Software;
f) Use the Software as part of a facility management, timesharing, service provider, or service bureau arrangement except if we expressly authorized it;
g) Use a later version of the Software than is provided herewith unless You have purchased software maintenance or have otherwise separately acquired the right to use such later version;
h) Use, if You received the software distributed on media containing multiple Software products, any software on the media for which You have not received a permission in a License;
i) Use the Software in any manner not authorized by this license; nor
j) Use the Software in any manner that contradicts any additional restrictions set forth below.
COPYING THE SOFTWARE EXCEPT AS PERMITTED BY THIS LICENSE AGREEMENT IS COPYRIGHT INFRINGEMENT UNDER THE LAWS OF YOUR COUNTRY. IF YOU COPY THE SOFTWARE IN VIOLATION OF THIS LICENSE AGREEMENT THEN YOU ARE VIOLATING THE LAW. YOU MAY BE LIABLE TO US FOR DAMAGES AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
Article 2. Product Installation and Required Activation
There are technological measures in this Software that are designed to prevent unlicensed or illegal use of the Software. You agree that we may use these measures to protect the Software against software piracy. This Software may contain enforcement technology that limits the ability to install and uninstall the Software on a computer to not more than a finite number of times for a finite number of computers. This License and the Software containing enforcement technology require activation as further set forth in the documentation. The Software will only operate for a finite period of time prior to Software activation by you. During activation, you will provide your unique product key accompanying the Software and computer configuration in the form of an alphanumeric code over the Internet to verify the authenticity of the Software. If you do not complete the activation within the finite period of time set forth in the documentation, or as prompted by the Software, the Software will cease to function until activation is complete, which will restore Software functionality. In the event that you are not able to activate the Software over the Internet, or through any other method specified during the activation process, you may contact your authorized Organice Reseller Customer Support.
In case it is technically not possible to activate the software on the computer on which it should be used, we may provide a license-file to you, through which file you may activate the Software. This license-file is confidential, copyright material and is the property of Organice. It is provided to you under the condition that you use it discretely and solely for the activation of the Software in your organization and for the maximum number of licenses purchased by you, and further ensure that our rights, including our IP-rights, are duly warranted and take all necessary measures to prevent the illegal use of the license-file.
Article 3. Software Maintenance
3.1. Software maintenance is compulsory when acquiring the Software. Software maintenance provides you the right to install and use new versions, releases and builds of the Software and the right to use updates of the documentation, except for those new versions, releases and builds that we make available by separate paid maintenance, or for any period for which you have otherwise separately acquired the right to obtain new versions, releases and builds. We reserve the right to designate specified new versions, releases and builds as requiring purchase of a separate maintenance at any time and without notice to you.
3.2. Software maintenance does not include the right to support, neither by telephone, e-mail, mail, on-site or by any other means. Your authorized Organice Reseller may provide support to you and reserves the right to make this support available by a separate paid support contract.
3.3. Software maintenance starts the moment the license is provided and continues upon payment of the annual software maintenance fee.
(a) When the license is provided between January 1st and June 30 of any year, the first maintenance period ends at December 31st of that year. When the license is provided between July 1st and December 31st of any year, the first maintenance period ends on December 31st of the next year.
(b) On January 1st of every year, the software maintenance is automatically renewed for one year, unless you gave us written notice ultimately 3 month before the end of the prior year to stop the software maintenance.
(c) When software maintenance ends, you immediately loose the right to install and use new versions, releases and builds of the software and to use updates of the software documentation. When software maintenance is stopped and you want to install and use a new version, release or build of the software, you have to newly purchase this new version, release or build of the software.
(d) When software maintenance has stopped and you want to restart the software maintenance, you have to purchase software maintenance from the moment it ended with a price penalty of 50% over the period the software maintenance was stopped until the moment it restarts.
3.4. Provided that the underlying Microsoft technology is still supported by Microsoft, and provided that we have not previously withdrawn maintenance through written notice, we shall only be responsible for providing maintenance for:
(a) The most current version of the Software;
(b) Any releases and builds to that version; and
(c) The two immediately preceding versions of the Software.
3.5. We will not provide maintenance requested as a result of:
(a) Operation of the computer on which the Software is installed in environmental conditions outside those prescribed by the computer manufacturer;
(b) Operation of the Software with a version of the operating system software other than that specified by us ;
(c) Failure to maintain the computer on which the Software is installed or used in accordance with standards prescribed by the computer manufacturer;
(d) Failure to ensure that your personnel and staff are fully trained in the use and operation of the Software;
(e) Software serviced, maintained or modified by anyone other than us; or
(f) Your computer hardware failing to meet the minimum specification prescribed by us for use with the Software.
3.6. You will:
(a) Ensure that you request maintenance in accordance with these terms and conditions; and
(b) At all times maintain maintenance for the Software provided to you.
ARTICLE 4. WARRANTY AND LIMITATION OF LIABILITY
THE SOFTWARE IS PROVIDED TO YOU "AS IS," AND YOU ACKNOWLEDGE THAT IT MAY CONTAIN ERRORS. WE SHALL DO OUR UTMOST TO FIX ERRORS IN THE SOFTWARE THAT ARE NOT CONFORM THE SPECIFICATIONS TO THE BEST OF OUR ABILITY WITHIN A REASONABLE TIME PERIOD IF THEY HAVE BEEN REPORTED IN WRITING AND IN DETAIL TO US WITHIN THREE MONTH AFTER DELIVERY. WE DO NOT WARRANT THAT THE SOFTWARE SHALL OPERATE WITHOUT INTERRUPTION, ERRORS OR OTHER DEFECTS OR THAT ALL ERRORS AND OTHER DEFECTS SHALL BE CORRECTED.
WE DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.
IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL LOSS OR DAMAGES, INCLUDING LOSS OF DATA, ANY LOST PROFITS OR LOST SAVINGS, OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF A REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY, REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, BREACH OF WARRANTIES, OR ANY OTHER LEGAL THEORY. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. IN NO CASE SHALL OUR LIABILITY EXCEED THE PURCHASE PRICE FOR THE SOFTWARE.
Some states or jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL LOSS OR DAMAGES, INCLUDING LOSS OF DATA, ANY LOST PROFITS OR LOST SAVINGS, OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF A REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY, REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, BREACH OF WARRANTIES, OR ANY OTHER LEGAL THEORY. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. IN NO CASE SHALL our LIABILITY EXCEED THE PURCHASE PRICE FOR THE SOFTWARE.
Moreover, you acknowledge that your authorized Organice Reseller, not Organice B.V. or its licensors, is responsible for the customizations and any effect they have on the functionality of the Software and/or accompanying Software documentation.
The disclaimers and limitations set forth above will apply regardless of whether You accept the Software.
Article 5. Verifying compliance
During the term of this Agreement, upon advance written notice to you (except for audits related to counterfeit software), an audit team sent by us may conduct audits during any selected period to verify your compliance with the terms of this Agreement. Any audit will be conducted during your normal business hours and in a manner that does not interfere unreasonably with your normal business activities. You are under an obligation to provide the audit team access to all applicable facilities that may be need to review to complete a proper and thorough audit.
Article 6. Proprietary notices
You must not remove any copyright, trademark or patent notices contained in or on any of the Software. You must include the copyright notice on all copies of the Software, packaging and on any documentation for the Software, including on-line documentation. You must use the appropriate trademark, software descriptor and trademark symbol (either “™” or “®”), and clearly indicate our ownership of trademark(s) whenever the Software name is first mentioned in any manner in connection with the Software.
Article 7. Governing law and general provisions
7.1. This Agreement will be governed by the laws of the country in which you acquired the Software, excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
7.2. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
7.3. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by any applicable export control law, restriction or regulation.
7.4. This Agreement shall terminate upon your breach of any term contained herein and you shall cease use of and destroy all copies of the Software. The disclaimers of warranties and damages and limitations on liability shall survive termination.
7.5. This Agreement may only be modified in writing and signed by us.
7.6. This Agreement and our General Terms & Conditions published on http://www.organice.com is the entire agreement between You and us related to the Software and: (i) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communications between the parties.
Contact
Should you have any questions concerning this Agreement, or if you desire to contact us for any reason, please write to us.