For "Orchesto Trial Version 2.0" – hereinafter referred to as the "Product"
IMPORTANT! READ CAREFULLY BEFORE PROCEEDING AND USING THE PRODUCT!
This End User License Agreement ("EULA") is a legal agreement between ZEBWARE AB, Döbelnsgatan 21, 7th floor, SE-111 40 Stockholm, Sweden ("ZEBWARE"), and you as the end user (either an individual or a single entity, hereinafter referred to as "You" or "Licensee") who downloads the abovementioned Product which is accessible online and may include computer software, associated media, printed materials and online or electronic documentation. By downloading, installing, copying, accessing or otherwise using the Product, You agree to be bound by the terms of this EULA. If You are accepting the terms of this EULA on behalf of another individual, company or other legal entity, You represent and warrant that you have full and unlimited authority to legally bind that individual, company or other legal entity to the terms of this EULA (in this case, this other individual, company or legal entity shall hereinafter be referred to as "Licensee", too). If Licensee does not agree to the terms of this EULA, Licensee may not download, install, copy, access or otherwise use the Product. Licensee shall inform all users of the Product of the terms of this EULA.
1.1. Subject to the terms of this EULA, ZEBWARE hereby grants to Licensee a personal, non-exclusive, non- transferable, limited and royalty-free license to
1.1.1. use the Product, including any software made available for the use with the Product, in accordance with its respective instructions and specifications;
1.1.2. make only one single copy per download of the Product, whereby any such copy has to be made in machine-readable form and solely for backup purposes, and Licensee must reproduce on any such copy all copyright notices and any other proprietary legends linked to the original version;
1.1.3. use the Product solely for Licensee's internal business operations and under Licensee's continued control in accordance with the terms of this EULA; and
1.1.4. use the Product solely in a manner that complies with all applicable laws, including, but not limited to applicable restrictions concerning copyright and other intellectual property rights;
respectively ("License"). Licensee hereby represents and warrants that all devices (e.g. PC, laptop, mobile or tablet, IoT device, etc.) on which the Product will be used meets the minimum requirements for a due use of the Product in accordance with the terms of this EULA.
1.2. The License is granted to Licensee only on a trial basis, for which reason
1.2.1. the term of the License shall be limited at most to an evaluation period of 60 days which begins with Licensee's receipt of the Product ("Evaluation Period");
1.2.2. the scope of the License shall be limited to the use of the Product only for demonstration, test or evaluation purposes;
1.2.3. Licensee will keep confidential and not disclose or otherwise make publicly available any information related to the Product, including, but not limited to test results, specifications or performance of the Product;
1.2.4. Licensee is explicitly not allowed to
a) reproduce, copy or transfer the Product, in whole or in part, or to provide a copy of the Product to any other party;
b) decompile, disassemble, reverse engineer, disassemble, or otherwise modify the Product, or any copy of the Product, in whole or in part;
c) edit, alter, modify, adapt, translate or otherwise change the whole or any part of the Product or of any copy of the Product;
d) sell, distribute, resell, redistribute, rent, lease, lend or otherwise use the Product or any copy of the Product for any commercial purposes, or to allow any third party to use the Product or any copy of the Product on behalf of or for the benefit of any third party;
e) combine the Product or any copy of the Product with or include or incorporate the Product or any copy of the Product into any other software, computer programs or the like for any commercial purpose; and
f) use the Product or any copy of the Product in any way which breaches any applicable law;
1.3. Licensee will be and remain fully responsible for taking all appropriate measures to protect his own devices, IT and production environment, software and data against any loss and impairment.
1.4. Licensee will fully indemnify and hold harmless ZEBWARE against any and all damages and losses resulting from any breach of this EULA and/or of any applicable law.
1.5. The terms of this EULA also apply to any and all updates, enhancements, maintenance releases, patches, bug-fixes, supplements, amendments, modifications and services with respect to the Product or bundled with the Product, if any, unless other terms accompany those updates, enhancements, maintenance releases, patches, bug-fixes, supplements, amendments, modifications and services. However, This EULA does not obligate ZEBWARE to provide any maintenance and/or support services. In any case, should any maintenance or support services be provided by or on behalf of ZEBWARE with respect to the Product, they shall be subject to the terms of this EULA.
1.6 Licensee acknowledges and agrees that ZEBWARE may gather, collect, process and use technical metrics log data and related information, including but not limited to technical information about Licensee's device, IT system and software used in connection with the Product, diagnostic and usage data and peripherals through Licensee's use of the Product to facilitate the provision of updates, support or other services to Licensee (if any) with respect to the Product. ZEBWARE may use this information, as long as it is in a form that does not personally identify any natural person, to improve its products or to provide services or technologies to Licensee, and to verify compliance of Licensee with the terms of this EULA. For the sake of clarification, NO personal data will be collected and/or transferred by or through Licensee's use the Product.
2. Title, Ownership and Intellectual Property Rights
2.1. The Product is protected by intellectual property and copyright laws and treaties, as well as other product- related laws and treaties. Licensee must not remove, alter, modify or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the Product or on any copy of the Product.
2.2. The Product is only licensed to Licensee for which reason Licensee does not become owner of the Product or of any copy of the Product. All title, ownership, intellectual property and copyrights in and to the Product, as well as any copies, updates, enhancements, maintenance releases, patches, bug-fixes, supplements, amendments, modifications, are owned by ZEBWARE. Moreover, this EULA does not grant Licensee any rights in connection with any trademarks, logos or other designations of ZEBWARE. ZEBWARE explicitly reserves all rights in the Product, including but not limited to title, ownership, intellectual property rights, copyrights and trademark rights.
2.3. Licensee's rights to use the Product are and remain limited to those expressly granted by this EULA. No other rights with respect to the Product or any related rights are granted or implied, and all rights not expressly granted under this EULA are expressly reserved by ZEBWARE.
2.4. Licensee explicitly agrees not to use the Product to assist, directly or indirectly, in the development or design of any product including, but not limited to, any software or computer program that provides or is intended to provide or include any similar feature or functionality as the Product, or any conversion utility or aid relating to the Product intended to enable or facilitate a user's conversion from the use of the Product to an alternative product.
2.5. Licensee acknowledges and agrees that certain components of the Product, and third party open source programs included in the Product, may be made available by ZEBWARE on its open source website (zebware.com/licenses) ("Licenses"). Acknowledgements, licensing terms and disclaimers for such Open Source Components are contained in the electronic documentation for the Product and have to be acknowledged by the Licensee before any use of the Product.
3. Disclaimer of Warranty
3.1. ZEBWARE does not warrant that the functions of the Product will meet Licensee's requirements, and although ZEBWARE has used reasonable efforts to minimize defects or errors in the Product, ZEBWARE does not warrant that the Product or any use of the Product will be error-free or uninterrupted.
3.2. The Product is licensed and provided "as is" and "as available". To the maximum extent permitted by applicable law, ZEBWARE disclaims all warranties and conditions, either express or implied, including, but not limited to implied warranties of usability, fitness for a particular purpose, title and ownership, non-infringement of third party rights and lack of viruses, with regard to the Product. No oral or written information or advice given by or on behalf of ZEBWARE shall create any warranty.
3.3. Licensee uses the Product at his own risk and will be and remain fully responsible for taking all appropriate measures to protect his own devices, IT environment, software and data against any damages, loss and impairment. Should the Product or any use of the Product prove defective, Licensee will assume the entire costs of all necessary servicing, repair and correction, including but not limited to any and all direct, indirect, consequential or special damages, lost profits, lost data or the like.
4. Limitation of Liability
4.1. To the maximum extent permitted by applicable law, in no event shall ZEBWARE be liable for any personal injury or any incidental, special, direct, indirect or consequential damages whatsoever (including, without limitation, damages for loss of profits, loss of data, loss of information, business interruption, or any other loss or damages) arising out of or in connection with the use of or inability to use the Product, regardless of the theory of liability (e.g. contract, tort, or otherwise), even if ZEBWARE has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation of liability for personal injury, or for incidental or consequential damages, so this limitation may not apply in individual cases.
4.2. The Product may enable Licensee to access third party products or services (collectively and individually "External Services"). Licensee agrees to use any External Services at his own risk. ZEBWARE is not responsible for examining or evaluating the content or accuracy of any External Services, and shall not be liable for any External Services. Licensee will not use any External Services in any manner that is inconsistent with the terms of this EULA or that infringes any rights of ZEBWARE or of any third party. In particular, Licensee agrees not to use any External Services to harass, abuse, threaten or defame any person or entity, and that ZEBWARE is not responsible for any such use. To the extent Licensee chooses to use any External Services, Licensee is and remains solely responsible for compliance with any and all applicable laws and third party rights. ZEBWARE reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to Licensee.
4.3. Insofar as liability under or pursuant to any legislation, whether local or international, may not be excluded, such liability is limited to:
4.3.1. replacement of the Product; or
4.3.2. correction of defects in the Product;
at the exclusive option of ZEBWARE. Moreover, in the event ZEBWARE may be subject to any liability in money in connection with the Product, whether arising from negligence, breach of contract, or otherwise, ZEBWARE's liability shall not exceed the amount of fifty (50) Euros. This limitation of liability will apply even if ZEBWARE has been advised of the possibility of further damages and even if the above stated remedies fail to their essential purposes.
5.1. Licensee agrees to safeguard the Product and any copy of the Product with the same degree of care asLicensee employs in connection with his own proprietary and confidential information.
5.2. Moreover, Licensee agrees that any information regarding any software architecture of the Product, including any and all information related to the source code of the Product, shall be considered as confidential. Licensee shall not gain access to any confidential information. However, should Licensee, for whatever reason, get access to any confidential information, Licensee will keep this information strictly confidential and is not allowed to disclose this confidential information to any third parties.
5.3. Licensee will use the confidential information solely in order to perform his duties or exercise his rights under this EULA.
6. Term and Termination
6.1. The term of this EULA will begin with Licensee's receipt of the Product and last at most until the end of the Evaluation Period (of. Sec. 1.2.1 above). However, the term of this EULA will end when prior to the end of the Evaluation Period, when
6.1.1. Licensee discontinues to use the Product;
6.1.2. ZEBWARE otherwise lawfully terminates this EULA;
whichever is earlier.
6.2. Licensee will, immediately upon termination of this EULA, fully destroy and erase from any device memory and storage media and/or, if applicable, return to ZEBWARE the Product, any copy of the Product and all related information, materials and documentation.
7. Governing Law and Jurisdiction
7.1. To the extent legally possible, this EULA shall be governed by and construed in accordance with thesubstantive laws of
7.1.1. the State of Delaware, USA, if Licensee has downloaded the Product in the United States of America;
7.1.2. Hong Kong, if Licensee has downloaded the Product in the People's Republic of China; or
7.1.3. Germany, if Licensee has downloaded the Product in any other country or region;
without giving effect to any conflict of laws rules.
7.2. To the extent legally possible, all disputes arising out of and/or in connection with this EULA or its subject matter shall be subject to the exclusive jurisdiction of
7.2.1. the US District Court (and subsequent higher courts) in the District of Delaware, USA, if Licensee has downloaded the Product in the United States of America;
7.2.2. the District Court (and subsequent higher courts) in Hong Kong, if Licensee has downloaded the Product in the People's Republic of China; or
7.2.3. the competent courts in Düsseldorf (and subsequent higher courts) in Germany, if Licensee has downloaded the Product in any other country or region.
7.3. In any case, this EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods ("CISG"), the application of which is expressly excluded.
7.4. Regardless of the governing law and jurisdiction, ZEBWARE remains free to and may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of this EULA by Licensee.
8.1. The terms in this EULA shall constitute the entire agreement between ZEBWARE and Licensee with respect to the Product and shall not be construed or limited by any prior course of dealing. This EULA supersedes all prior oral, written and contemporaneous negotiations, commitments and understandings between ZEBWARE and the Licensee with respect to the Product. This EULA supersedes all terms and conditions contained in any purchase order, order acknowledgment form, invoice or other business form submitted hereafter by Licensee to ZEBWARE with respect to the Product. No advertisements, catalogues or other publications or statements, whether written or oral, regarding the performance of the Product shall form part of this EULA.
8.2. The Product may be subject to import or export laws and regulations. Licensee shall comply with applicable import and export laws and regulations. Licensee is responsible, at his own expense, for any local government permits, licenses or approvals required for importing, exporting or using the Product.
8.3. In the United States of America, the Product and any accompanying software documentation are deemed to be "commercial computer software" and "commercial computer software documentation", respectively, pursuant to DFAR section 227.7202 and FAR Section 12.212, if applicable. Any use, reproduction, modification, performance, release, display or disclosure of the Product and of any accompanying software documentation by the United States Government shall be governed solely by the terms of this EULA and shall be prohibited except to the extend expressly permitted by the terms of this EULA.
8.4. This EULA may be amended and modified by ZEBWARE from time to time and then be made available at "zebware.com/eula".
8.5. ZEBWARE may assign this EULA, in whole or in part, to third parties.
8.6. Any terms of this EULA which, by their nature, should survive the termination of this EULA shall survive such termination.
8.7. All notices, requests, demands and determinations for ZEBWARE under this EULA shall be addresses to the following: ZEBWARE AB, Döbelnsgatan 21, 7th floor, SE-111 40 Stockholm, Sweden; email: firstname.lastname@example.org.
Licensee acknowledges that Licensee has read this EULA, understands it and agrees to be bound by its terms and conditions.
If You agree, please sign below. If You do not agree, You will not be permitted to load or use the Product from any source or in any manner.