License Subscription Agreement
This is a license subscription agreement between I•GIS A/S, Denmark and Customer.
Subject to all of the terms and conditions of this Agreement, I•GIS grants to Customer a non-transferable, non-sublicensable, non-exclusive license during the applicable Subscription Term (as defined below) to use the object code form of the software products specified in an Order Form (“Software”) internally, but only in accordance with (a) the technical specification documentation generally made available by I•GIS to its customers with regard to the Software (“Documentation”), (b) this Agreement and © any volume, user, field of use, configuration or other restrictions set forth in the applicable Order Form or this Agreement. “Software” shall also include any Documentation and any Support and Maintenance releases of the same Software product provided to Customer under this Agreement.
The Software is licensed under each Order Form on a subscription basis (“Subscription”). The term of any Subscription shall be twelve (12) months commencing on the start date specified on the applicable Order Form (unless otherwise designated in the Order Form) (“Subscription Term”). If no Subscription start date is specified on the applicable Order Form, the start date shall be the date when I•GIS delivers to Customer the license key for the Software. Each Subscription Term will automatically renew upon expiration of the initial Subscription Term for additional successive one (1) year terms unless either party gives the other prior written notice of cancellation at least ninety (90) days prior to expiration of the then-current term. Unless otherwise specified on the Order Form, the rates for any Subscription Term renewals shall be I•GIS’s then-current Subscription rates.
I•GIS shall furnish I•GIS Software to Customer electronically or on media in machine-readable object code form. This license does not grant Customer any right to any enhancement or update to I•GIS Software and Documentation. Enhancements and updates, if available, may be obtained by Customer at I•GIS's then-current standard pricing, terms, and conditions.
Customer may not lend, rent, lease, sublease, assign or otherwise transfer I•GIS Software or this license to any other person or company without the prior written consent of I•GIS. I•GIS Software is protected by the copyright laws of the Danish and international copyright laws and treaties. This license is valid for use on one computer only. Customer and Customer’s employees and agents are required to protect the confidentiality of I•GIS Software. Customer may not distribute or otherwise make I•GIS Software or Documentation available to any third party. Customer may not copy or reproduce I•GIS Software or Documentation for any purpose except to make one (1) archival copy of I•GIS Software, in machine readable or (concerning Documentation) in printed form for back up purposes only in support of Customer’s use of I•GIS Software on a single computer. Customer must reproduce and include this copyright notice on the backup or archival copy of I•GIS Software.
Installation on virtual computer /server or client is not allowed within these terms.
Customer shall not (and shall not allow any third party to):
(a) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written notice to I•GIS);
(b) distribute, sell, sublicense, rent, lease or use the Software (or any portion thereof) for time sharing, hosting, service provider or similar purposes;
c) remove any product identification, proprietary, copyright or other notices contained in the Software;
(d) modify any part of the Software, create a derivative work of any part of the Software, or incorporate the Software into or with other software, except to the extent expressly authorized in writing by I•GIS; or
(e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software.
I•GIS Software is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons or other systems, in which the failure of I•GIS Software could lead directly or indirectly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). I•GIS specifically disclaim any expressed or implied warranty of fitness for High Risk Activities.
Title, ownership rights, and intellectual property rights in and to I•GIS Software and Documentation shall remain with I•GIS. This Agreement does not include the right to copy or sublicense I•GIS Software as the License is personal to Customer and therefore may not be assigned or transferred without the prior written consent of I•GIS. Customer acknowledge that I•GIS Software in source code form remains a confidential trade secret of I•GIS and therefore Customer agree not to attempt to decipher, decompile, disassemble or reverse engineer I•GIS Software or allow others to do. Customer further agree not to modify or create derivative works of I•GIS Software.
I•GIS Software is provided on an “AS IS” basis, without warranty, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. Customer must determine that this license agreement is in accordance with and does not conflict with laws and regulations in Customer country or state. Customer must determine that I•GIS Software sufficiently meets Customer’s requirements. I•GIS does not warrant that the functions contained in I•GIS Software will meet Customer requirements or that the operation of I•GIS Software will be uninterrupted or error-free. This disclaimer of warranty constitutes an essential part of the agreement. Some countries or states do not allow exclusions of an implied warranty, in which case this license agreement does not fit Customer and Customer cannot obtain a right to license this business-to-business software.
Under no circumstances and under no legal theory, tort, contract, or otherwise, shall I•GIS be liable to Customer or any other person or any other company or organizations for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will I•GIS be liable for any damages in excess of I•GIS's list price for a license to the software, even if I•GIS shall have been informed of the possibility of such damages, or for any claim by any other party. Some countries or states do not allow the exclusion or limitation of incidental or consequential damages, in which case this license agreement does not fit Customer and Customer cannot obtain a right to license this business-to-business software.
Customer are not following the payment of a license fee entitled to any refund if Customer for any reason decide to stop using I•GIS Software.
Either party may terminate this Agreement immediately in the event of default by the other party. Upon any termination of this Agreement, Customer shall immediately destroy I•GIS Software and Documentation and all copies thereof. Customer obligations to pay accrued charges and fees shall survive any termination of this Agreement.
This License shall be governed by and construed in accordance with the laws of Denmark. If any provision of this License is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License Agreement and the other provisions shall remain in full force and effect. The parties (Customer and I•GIS) agree that this Agreement shall be in English.
The Software may include measures to control access to the Software, control access to certain features or content, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Such measures may include incorporating license management, product activation, and other security technology in the Software and monitoring usage, including, but not limited to, time, date, access, or other controls, counters, serial numbers, and/or other security devices designed to prevent the unauthorized access, use, and copying of the Software, or any portions or components thereof, including any violations of this Agreement. Licensor reserves the right to monitor use of the Software at any time. You may not interfere with such access control measures or attempt to disable or circumvent such security features, and if you do, the Software may not function properly. If the Software permits access to Special Features, only one copy of the Software may access those Special Features at one time. Additional terms and registration may be required to access online services and to download Software updates and patches. Only Software subject to a valid license can be used to access online services, including downloading updates and patches. Except as otherwise prohibited by applicable law, Licensor may limit, suspend, or terminate the license granted hereunder and access to the Software, including, but not limited to, any related services and products, at any time without notice for any reason whatsoever.
This License Agreement is valid without Licensor's signature. It becomes effective upon the earlier of Licensee's signature or Licensee's use of the Software.
Risskov, Denmark. July 2016