1.1 This User License Agreement (further referred to as "Agreement") applies to installation, copying and/or any other use of this Software, as supplied by Byelex Data Solutions B.V. (further referred to as "Storgrid").
1.2 By using the Software you fully agree to the conditions of this Agreement. If you do not agree to this Agreement, you should refrain from using the Software.
1.3 If You enter into this Agreement on behalf of a company or legal entity, You represent to have the authority to bind such entity to the terms and conditions stipulated in this Agreement
1.4 This Agreement and the use of the Software are governed by the laws of the Netherlands. Any disagreement will be placed before a qualified court in The Hague (Den Haag), The Netherlands. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is not applicable.
1.5 This Agreement constitutes the entire agreement between you and Storgrid concerning the use of the Software and supersedes all prior or contemporaneous oral or written agreements concerning this subject.
1.6 If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
1.7 Without prejudice to any other rights, Storgrid may terminate this Agreement if you fail to comply with the terms and conditions of this Agreement. In such event, you must destroy all copies of the Software and all of its component parts.
2.1 You are granted the non exclusive right to use the Software and corresponding documentation.
2.2 Your rights are limited exclusively to the use of the Software on your computer and/or mobile device running a validly licensed copy of the operating system for which the software program was designed.
2.3 Your rights for the Software are limited to the object code. Rights to the source code are not provided.
2.4 It is prohibited for you directly or indirectly (through a third party) to copy, duplicate or alter the Software in any way, unless explicitly permitted by Storgrid.
2.5 Your rights on the Software cannot be transferred to any third party (third parties also include holding companies and subsidiaries).
2.6 You do not have the right to make registered copies of the Software available, under any title or in any way whatsoever, to any third party (third parties also include holding companies and subsidiaries), unless explicitly agreed upon otherwise.
2.7 Reverse engineering, decompilation or disassembly of the Software is not permitted by you, unless such is explicitly permitted by law.
2.8 You may not rent, lease or lend the Software, unless explicitly agreed upon otherwise.
3.1 You agree not to share in any way, any kind of activation keys provided to you by Storgrid, with any third party, without Storgrid's prior written consent.
3.2 The user information or activations keys may be used to disable your use of the Software in the event you attempt to violate the terms of this Agreement.
4.1 not applicable
4.2 You are solely responsible for the content of data traffic originating from You. Where applicable the Code of Conduct as set out in clause 6 will apply to You.
4.3 You will indemnify and will keep Storgrid free from any damage compensation regarding any claim, accusation or court procedure from a third party with regard to the (content of) the data traffic or the information originating from You.
5.1 You will make use of the (software)program and/or other facilities offered in a responsible manner. It is prohibited to use the Software and/or other facilities offered in a manner that will result in:
a) damage in the system and/or Infrastructure of Storgrid and/or third parties; or
b) interference with its use.
5.2 You will ensure that such damage and/or interference is not the result of misconfiguration on Your part.
5.3 It is not permitted to use the Software and/or facilities offered for activities that are illegal and/or in violation of the Agreement. The foregoing includes amongst others the following activities:
a) violation of a third party's rights or facilitating the violation of a third party rights, such as but not limited to intellectual property rights and privacy rights;
b) noncompliance to law and other applicable regulations;
c) storage/distribution of child pornography;
d) sexual intimidation, racial prejudice and/or the harassment of individuals in any other manner;
e) distribution or making available to third parties in any other manner of obscene, insulting and tormenting material and/or other material of similar nature;
f) threats;
g) storage and distribution of viruses, worms and/or other destructive activities;
5.4 not applicable
5.5 Storgrid and/or third parties will never be liable for damage of whatever nature suffered by You or third parties for measures taken by and/or on behalf of Storgrid.
5.6 If the actions and/or Your failure to act justifies this and/or the actions and/or Your failure to act continues regardless of the measures under taken by Storgrid, Storgrid will be entitled to terminate the Agreement, without any damage compensation or restitution of monies paid (if any) being required.
6.1 You agree that, unless otherwise specifically provided herein or agreed by the Storgrid in writing, the Software, including the specific design and structure of individual programs and the Software, provided to you by Storgrid constitute confidential proprietary information of Storgrid. You shall permit only authorized users, who possess rightfully, obtained license keys, to use the Software.You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Storgrid. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Software provided to you by Storgrid. You will use your best efforts to cooperate with and assist Storgrid in identifying and preventing any unauthorized use, copying, or disclosure of the Software , or any portion thereof.
7.1 It is expressly understood, acknowledged and agreed that you shall, regardless of whether or not formally requested to do, provide to Storgrid reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, "Feedback"). If you provide such Feedback to Storgrid, you shall grant Storgrid the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Storgrid product, technology, service, specification or other documentation (individually and collectively, "Storgrid Products"); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Storgrid Product; (iii) solely with respect to Storgrid's copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a Storgrid Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Storgrid to comply with any additional obligations with respect to any Storgrid Products that incorporate any Feedback.
8.1 The Software may contain software which originated from third party vendors. Additional third party conditions may be applicable to this agreement.
8.2 Storgrid will deliver rights for third party products under the same conditions as indicated in the third party conditions. Any conditions declared applicable in this agreement shall, when available to Storgrid, be provided on request.
8.3 You will not distribute any third party software available with this Software, unless the license term of such third party program provide otherwise.
9.1 Except where third party Softwares are concerned, all intellectual property rights, industrial property rights and other rights with regard to the Software and resulting from all activities carried out by Storgrid, regardless of where and when carried out and regardless of whether it concerns the delivery of an existing Software or a still-to-be-developed Software, reside with Storgrid or its partner(s).
9.2 You acknowledge that all present and future intellectual property rights, industrial property rights, other rights and the registration and/or application of the foregoing rights and/or similar rights for the whole term thereof and all renewals or extensions thereof, now or at any time in the future worldwide at all times shall be and are hereby assigned or will be transferred to Storgrid or its partner(s).
10.1 The Software is made available on an "as is" basis only and without any warranty or indemnity of any kind.
10.2 Storgrid makes no warranties, conditions, indemnities, representations or terms, express or implied, whether by statute, common law, custom, usage or otherwise as to any other matters, including but not limited to non-infringement of third party rights, title, integration, accuracy, security, availability, satisfactory quality, merchantability or fitness for any particular purpose.
10.3 Storgrid further does not represent or warrant that the Software will always be available, accessible, uninterrupted, timely, secure, accurate, complete and error-free.
10.4 Storgrid does not warrant that the Software will meet Your requirements or that operation of the Software will be uninterrupted or error free. You assume responsibility for selecting the Software to achieve Your intended results, and for the results obtained from Your use of the Software. You shall bear the entire risk as to the quality and the performance of the Software.
11.1 You agree to hold Storgrid harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on the Software.
12.1 Storgrid is not responsible for the provision of the hosting and/or the required infrastructure. The hosting and infrastructure are considered third party products, as specified in clause 8.2.
12.2 Storgrid does not guarantee, amongst others, that the telephone lines, the Internet and/or other networks will offer optimal access.
12.3 Storgrid does not control or have any insight in the data traffic from and/or to You. You are solely responsible for the content originating from You.
12.4 As Storgrid has no influence in the hosting and/or infrastructure. You are solely responsible for making Back-ups on time. Storgrid strongly advises to keep a current backup of all Your data stored in the Software available at all times. Under no circumstances will Storgrid be liable to you, or any other person or entity, for any loss of use, revenue or profit, lost or damaged data, or other commercial or economic loss or for any direct, indirect, incidental, special, statutory, punitive, exemplary or consequential damages whatsoever related to your use or reliance upon the Software, even if advised of the possibility of such damages or if such damages are foreseeable. This limitation shall apply even in the event of a fundamental or material breach or a breach of the fundamental or material terms of this Agreement.
13.1 The Agreement between You and Storgrid and the rights and obligations, which stem from this Agreement, cannot be carried over to a third party without the prior written consent of Storgrid.
14.1 Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using, and will return to Storgrid (or, at Storgrid' request, destroy), the Software and all other tangible items in your possession or control that are proprietary to or contain Confidential Information.