1.1 These license terms (“License Terms”) are entered into between Rejoose ApS (a Danish company registered with CVR no. 39121506 (“Licenser”) and the end user (“Licensee”). The Licensor and the Licensee are collectively known as the “Parties” and each a “Party”.
1.2 The License Terms apply to the Licensee’s use of the software, services and/or data that is marketed or otherwise distributed by the Licensor with reference to the License Terms (“Software”). This applies regardless of whether the Licensee has acquired a license for the Software directly from the Licensor or through a third party.
1.3 These License Terms constitute an integral part of the agreement/order under which the Licensee obtains the right to use the Software (“the Agreement”).
1.4 By using the Software, the Licensee agrees to be bound by these License Terms. If the Licensee does not accept and/or comply with these License Terms, the Licensee is not entitled to use the Software.
1.5 This is an English version of the Danish original document. All Interpretation and disputes are decided according to the Danish version of this document.
2 THE SOFTWARE
2.1 The Software, including the data contained in the Software, is a standard software product. The software is licensed as is and is provided on “as is” terms.
2.2 Provided that the Licensee pays the license fee, the Licensee is granted a time-limited, non-exclusive, non-transferable right to use the Software, including any upgrades, updates, versions, releases, maintenance, development services, etc. , which is delivered by the Licensor during the license period specified in the Agreement.
2.3 Only the Licensee is entitled to use the Software. The licensee may only use the Software for his own purposes.
2.4 The software may only be used as expressly permitted, unless otherwise permitted according to applicable non-derogable legislation. It is expressly not permitted to:
- a) break or circumvent technical limitations.
- b) reverse engineer, decompile or disassemble the Software or use any other methods to gain access to the Software’s source code or trade secrets contained in the Software.
- c) modify or change the Software or object code.
- d) allow a third party to make changes or maintain the Software on behalf of the Customer.
- e) make the Software or the Software’s functionality available to a third party in any way (e.g. via a network or a hosting service).
- f) publish or allow others to copy or access the Software.
- g) sell, rent or lend the Software.
- h) use the Software for commercial software hosting services.
- i) use the Software to support a third-party company or to run a separate service.
- j) change or remove any marks and/or notices regarding copyright, trademarks or other rights, or references thereto, which are listed in the Software or on the medium on which the Software is possibly delivered.
2.5 Subject to the express written consent of the Licensor, regardless of the above, the Licensee is entitled to make the Software available to a third party who uses the Software on behalf of or for the benefit of the Licensee (e.g. a provider of hosting services or a provider of outsourcing services). The licensor may require such a third party to enter into a separate agreement regarding the rights to the Software.
2.6 The software’s source code must be considered and treated as confidential information.
2.7 In the event that the Licensee uses the Software in violation of these License Terms, the Licensor may immediately, and without notice, suspend or terminate the Agreement due to material breach.
3 LICENSE METRIC
3.1 The license is granted in accordance with the license metrics stated in the Agreement, including the restrictions stated herein.
3.2 The Licensee must always ensure that he is in possession of the sufficient number of licenses corresponding to the Licensee’s actual use, regardless of the Licensee’s organizational affiliation, including employment or other affiliation.
4 UPDATES AND CHANGES
4.1 The Licensor may, at its own discretion, at any time, choose to let the Software be subject to upgrades, updates, releases, maintenance, development services and other changes, including by adding new versions, updates and changing functions. Such upgrades and changes may require planned downtime and may occur without notice. However, the Licensor will endeavor to notify the Licensee in advance.
4.2 Access to upgrades, updates, versions, releases, maintenance, development services and changes in general may be subject to the conclusion of a separate agreement in this regard.
5 LICENSE FEE AND PAYMENT
5.1 The Licensee’s use of the Software is subject to the Licensee’s payment of the consideration stipulated in the Agreement (“License consideration”).
5.2 Invoicing and payment of the License Fee must be carried out as stipulated in the Agreement.
6 INTELLECTUAL RIGHTS
6.1.1 The Licensee acknowledges that the Licensor (or its licensors) owns all copyright and intellectual property rights or industrial exclusive rights in and to the Software, including, but not limited to, the Software’s code. This also applies to any changes, adaptations, upgrades, etc. of the Software. The licensee must respect such intellectual property rights, and the licensee is responsible for any breach of such rights, including unauthorized third-party access to the Software.
6.2 Violation of third-party rights
6.2.1 Regardless of any limitations of liability, one party (the “Defending Party”) shall indemnify the other party (the “Affected Party”) pursuant to this clause 6.2.1 for claims made by, and finally awarded to, third party that the Software infringes intellectual property rights.
6.2.2 Indemnification is conditional on the Affected Party:
- a) immediately informs the Defending Party of the claim and gives the Defending Party the opportunity to take over the defense thereof.
- b) provides the Defending Party with all information that is reasonably requested and cooperates with and gives the Defending Party sole authority to defend and settle the claim.
- c) does not make any statement which may have a detrimental effect on the possibilities of settling or defending the claim.
6.2.3 The Defending Party may, at its own discretion, secure a valid license for the infringed intellectual property rights or bring the infringement to an end by modifying or replacing the affected Software with a solution that essentially has the same functionality as the, which infringes the third party’s intellectual property rights.
6.2.4 Alternatively, the Defending Party may terminate the Agreement (or the part of the Agreement relating to the infringing Software) with immediate effect in return for repayment of payments for the terminated part of the Agreement, without any obligation to reimburse further losses or costs.
6.2.5 The Defending Party’s obligations do not apply if the claim or a final judgment is based on:
- a) failure of the Affected Party to comply with the Agreement.
- d) the Affected Party’s integration of the Software etc. into a third-party product, data or business processes, including third-party add-ons or software.
- e) use of the Software for purposes other than the intended purposes and/or contrary to the instructions on correct use.
6.2.6 This section constitutes the Affected Party’s sole right of default in the event of infringement of third-party intellectual property rights.
7.1 The Licensor guarantees that the Software will function in all essential respects in accordance with published specifications and any original documentation provided by the Licensor, and that all essential functions function, provided that the Software is used for the intended purpose, in accordance with the specifications, and on the computer hardware and with the operating system for which the Software was developed.
7.2 The foregoing constitutes the only guarantees, and the Licensor makes no other guarantees of any kind, either express or implied. The licensor expressly disclaims all guarantees regarding merchantability and suitability for a particular purpose.