Standard Terms and Conditions agreement for usage of Huygens Licenses
applicable for all SVI quotes/subscriptions/licenses/software.
1 Definitions While testing or after a purchase, Users agree to the following: a."Confidential Information" means all Software listings, Documentation, information, data drawings, benchmark tests, specifications, trade secrets, object code and machine-readable copies of the Software, source code relating to the software, and any other proprietary information supplied to User by SVI, or by User to SVI and clearly marked as "confidential information", including all items defined as "confidential information" in any other agreement between User and SVI whether executed prior to or after the date of this Agreement. b. "Documentation" means all on-line help files or written instruction manuals on paper or in electronic form regarding the Use of the Software. c. "Software" means the computer program(s) as supplied by SVI and including Third Party Software. d. "Third Party Software" are embedded parts in the Software to which usage SVI is entitled. e. "Use" means the loading, utilization, storage or display of the Software by the number of Authorized Workstations; f. "Authorized Workstations": a desktop terminal/server (or the plural) either stand alone or server- or cluster-connected which has to be identifiable by its/their system identity ('SysID') and has access to a valid Huygens license or can be used via the Huygens Everywhere log in. g. SysID based (also called Nodelocked or Computerlocked) purchased Huygens licenses connected to a particular computer get an EoM date (End of Maintenance date) i. Licensed Huygens Everywhere via a valid login or running with a license-string on all computers within an external IP address/range in same department or institute) These licenses get an EoM date and continue to work as a node-locked if Maintenance expired. Licensed Huygens Everywhere j. Subscription based via monthly or yearly subscription fees: Huygens works Everywhere until its validity date which will be extended with every new installment. Huygens Everywhere subscription Depending on the subscription the # of concurrent/simultaneous users starts from one.
2 License/subscription A purchase of the Huygens licensed software includes a full year for free of charge upgrades & maintenance. Extra years of upgrades & maintenance can be bought with the initial purchase or at a later moment. Such a purchase grants to Customer the following license related rights until the End of Maintenance date: 1. Updates (improved and new releases). Announcements and new licenses will be sent by email. 2. Bug fixes (correction of code or algorithm aspects of the SW). Customer can check on the SVI website via the download page for the latest release and patch. Customer will receive pre announcement via emailings unless he/she unsubcribes. 3. Standard once every year free migration of your license to another computer system for nodelocked licenses. 4. Usage of the license entitles Customer to: (a) Use the Software, (b) use the Documentation in connection with Use of the Software, (c) modify the Software pursuant to the authorized use of software tools provided by SVI and (d) copy the Software for backup or archival purposes provided that all titles, trademark symbols, copyright symbols and legends, and other proprietary markings are reproduced. Except as explicitly expressed in this Section, nothing contained in this Agreement shall be construed as granting or conferring by implication, stoppel or otherwise any license or right under any intellectual property rights, whether now existing or hereafter obtained, and no license or other right shall arise from this Agreement or from any act or omission in connection with the execution or performance of the parties hereunder.
3 End of Maintenance, rights and renewal 1. A Purchased nodelocked Huygens license will continue to work after the EoM date (non-exclusive and non-transferable) if the following conditions are all met: (a) the latest license received by email before the EoM date should be used, (b) a latest Huygens version released before the EoM date should be installed and used, matching the release # in the Huygens license, (c) the computer and its Operating System Huygens is running on (just) before the EoM day should not be altered in any way. 2 With a Licensed Huygens Everywhere the concurrent user(s) rights will lapse to nodelocked per EoM date, you will get one node-locked license per 5 concurrent users at the EOM date that will continue to work with the then current version on the hardware with the sysID at that time. 5.For nodelocked Huygens licenses with an EoM date in the past, do not change anything in either HW or Huygens and Huygens will continue to work in that unchanged setting. This will be recognizable by an UNCHANGED Huygens SysID. 6. By buying new M&U Customer gets an EoM date in the future and have again the rights stated in article 2.
4 Usage Restrictions User agrees that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party: a) sell, lease, license, sub-license, encumber or otherwise deal with any portion of the Software or Documentation; b) decompile, disassemble, or reverse engineer any portion of the Software, unless and to the extent required under Dutch law; c) other than as provided in Section 2.4 (d) write or develop any derivative software or any other software program based on the Confidential Information provided by SVI; d) use the Software to provide processing services to third parties, commercial time-sharing, rental or sharing arrangements, or on a "service bureau" basis; e) provide, disclose, divulge or make available to, or permit use of the Software by persons other than User's employees/colleagues without SVI's prior written consent, provided however that User may allow its Users, dealers, distributors and SVI authorized parties to Use the Software solely for the purpose of conducting business with User within the scope of their User relationship, dealership or distributorship with User or for the purpose of implementing the Software in accordance with this Agreement; or f) exceed the number of authorized Workstations set forth in the SLMA.(Software License and Maintenance Agreement to be signed by customer with every change in the license configuration).
4 Testing 1. All the foregoing and the remainder of the this agreement also applies while testing. 2. Test-licenses are time-limited and may never be used after the date as stated in the license. 3. Test-licenses are non-transferable and may only be used for testing-purposes.
5 Warranty and Limitation of Liability 1. SVI warrants to the Customer that the Software will perform substantially in accordance with the Documentation for a period of twelve (12) months from the Effective Date. If the Software does not perform in accordance with the Documentation, SVI shall undertake to correct the Software, or if correction of the Software is reasonably not possible, replace such Software free of charge. If neither of the foregoing is commercially practicable, SVI shall terminate this Agreement with respect to the non-conforming Software program and refund the monies paid by Customer for that non-conforming software program. The foregoing (5.1) are User's sole and exclusive remedies for breach of warranty. The warranty set forth above is made to and for the benefit of Customer only and will be enforceable against SVI only if: a. the Software has been properly installed and has been used at all times in accordance with the instructions for Use; and b. all modifications, alterations or additions to the Software, if any, have been made using software tools provided by SVI to User; and c. User has not made or caused to be made modifications, alterations or additions to the Software that cause it to deviate from the Documentation. 2. Except as set forth above, SVI makes no warranties, whether express, implied, or statutory regarding or relating to the Software or the Documentation, or any materials or services furnished or provided to User under this Agreement, including Maintenance. Specifically, SVI does not warrant that the Software will be error free or will perform in an uninterrupted manner. To the greatest extent allowed by law, SVI specifically disclaims all implied warranties of merchantibality, fitness for a particular purpose (even if SVI had been informed of such purpose) and non infringement with respect to the Software Documentation and Maintenance, and with respect to the use of any of the foregoing. 3. SVI will not be held responsible for 3rd party hardware or software that prevent the SVI Software Products from performing to specifications.
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