CUSTOMER SOFTWARE LICENCE
DO NOT INSTALL THE WEBNODES SOFTWARE UNTIL YOU HAVE READ AND ACCEPTED ALL THE TERMS OF THIS LICENCE, AND WISH TO BECOME THE LICENSEE OF THE SOFTWARE. ACCEPTANCE SHALL BIND YOU AND ALL OF YOUR EMPLOYEES TO THE TERMS OF THE LICENCE. YOUR INSTALLEMENT OF THIS SOFTWARE WILL BE DEEMED TO BE YOUR ACCEPTANCE OF THE FOLLOWING TERMS. IF YOU DO NOT WISH TO ACCEPT THE TERMS, PLEASE DO NOT INSTALL THIS SOFWARE. ANY LICENCE FEE YOU MAY HAVE PAID WILL BE REFUNDED TO YOU.
Webnodes AS with company registration number 994 994 816, a Norwegian company legally registered under the laws of Norway and (the "Licensor" which expression shall include its subsidiaries, agents, successors and assigns) is authorized to license the software (the "Software") and upon opening, and installing the package the Licensee accepts a non-exclusive, non-transferable License to "Use" (as hereinafter defined) the Software on a remote server or as a cloud service (the "System") for the use specified below upon the terms and subject to the conditions contained herein. Where the software is distributed online and downloadable from the Internet, and where only the format which is compatible with the system may be used.
1. Description of the Software editions offered:
The Software is a downloadable file from the Internet. All Licensees will be provided with the same downloadable file, and can either;
a) Install the Software locally - (localhost) where the Software may be used for non commercial purposes and without limitations or any License Key;
b) Purchase and install the Software directly on a remote server or in the cloud, upon where the Licensee will be provided with a unique License Key for the Software.
c) Upgrade any Software package with new Software edition and modules available from “purchase” listed on the website set out below.
In order to compare the Software editions, and to see each of their limitations and options, please go to our website for more information at; http://www.webnodes.com/purchase
This License entitles the Licensee to:
a) Download, install and Use the selected Software edition as appropriate to the Licensee's System,
b) Upgrade any Software edition purchased to a higher version/edition, by paying the difference between the current edition and the price of any new edition, and
c) Use the Software in accordance with the provisions of Clause 3 of this License;and, where the Licensee signs and returns the warranty card enclosed with the Software, to:
a) receive the Licensor's bulletin reports of errors and "patches" and receive such new updates of the Software incorporating the same;
b) receive information on upgraded versions of the Software against a 20% yearly and mandatory subscription fee, as will be notified to the Licensee.
2. Acceptance of this License
The terms and conditions of this License are deemed to be accepted by the parties as follows:
- by Licensor by providing the Software ready for downloading at the site www.webnodes.com and
- by the Licensee by downloading and installing the file containing the Software, and by ticking off the box at the bottom of this page.
3. Use of the Software
a) For the purposes of this License "Use" shall mean and include:
i. utilization of the Software by copying, transmitting or loading the same into the temporary memory (RAM) or installing into the permanent memory (e.g. hard disk, remote server, cloud, CD ROM or other storage device) of the System for the processing of the System instructions or statements contained in such Software;
ii. copying the Software which is in machine-readable form for Use by the Licensee on the System for the purposes only of understanding the contents of such machine-readable material
iii. merging the whole or any part of the Software in machine-readable form into another software program;
iv. storing the whole or any part of the Software on the System or other storage unit or disk;
v. utilizing the instructional and/or operational manuals relating to the Software.
b) For the purposes of this License "concurrent use" shall mean simultaneous use of the Software by the number of users etc. of the Licensee as provided in the License Key and specified at www.webnodes.com, however that the Software installed on a remote internet server or in the cloud is not being Used for the purposes of ascertaining the limitations in the actual edition purchased and installed. Additional concurrent users, documents, sites etc. and other functionalities offered in higher editions may only be added by upgrading the current edition to higher version/editions.
c) The Licensee shall also be permitted to Use the Software locally. Locally (localhost) the Software may be used unlimited without any license key. If the Licensee wants to install the Software on a remote server, Licensee can upgrade the Software with new modules and features to any selected edition, upon payment of the agreed amount invoiced to the Licensee.
d) All licenses are installation licenses valid for one production installation on one Windows installation (virtual or not). One installation may contain one or many sites. The different sites in an installation must be websites for the same company or companies in the same corporate structure.
e) The exception is enterprise versions, or installations with load balancing that can be divided into several server installations or replications.
4. License Fee
a) Where the License Fee is not paid by the Licensee at the time the Software is downloaded, the license fee will be payable within thirty (30) days specified in the Licensor's invoice unless otherwise agreed in writing by the Licensor.
b) An additional and yearly Subscription Fee (20% of License cost) is payable for each calendar year the Licensee wishes to Use the Software after the first calendar year of Use.
5. Licensee's Undertakings
a) The Licensee undertakes not to perform any of the acts referred to in this sub-clause (a) except to the extent and only to the extent permitted by mandatory applicable law to the Licensee as a lawful user (i.e. a party with a right to use) of the Software and only then for the specific limited purpose stated in such applicable law or hereunder. The Licensee undertakes:
i. not to copy the Software (other than for normal System operation and as specified in Clause 2 above) nor otherwise reproduce the same;
ii. not to translate, adapt, vary, modify the Software;
iii. not to disassemble, decompile or reverse engineer the Software Provided however that in the case of decompilation, the Licensee may incidentally decompile the Software only if it is essential so to do in order to achieve interoperability of the Software with another software program ("Permitted Purpose") and provided the information obtained by the Licensee during such decompilation is only used for the Permitted Purpose and is not disclosed or communicated to any third party whom it is not necessary to disclose or communicate such information without the Licensor's prior written consent and is not used to create any software which is substantially similar to the expression of the Software nor used in any manner which would be restricted by copyright.
The Licensee undertakes:
a) to supervise and control the Use of the Software in accordance with the terms of this License.
b) to ensure that its employees, agents and other parties who will use the Software are notified of this License and the terms hereof prior to such employee, agent or party using the same.
c) not to provide or otherwise make available the Software in whole or in part (including where applicable, but not limited to program listings, object code and source program listings, object code and source code), in any form to any person other than the Licensee's employees or as specified in (c) without prior written consent from the Licensor.
d) within 14 days after the date of termination or discontinuance of this License for whatever reason, to destroy the Software and all updates, upgrades or copies, in whole and in part, in any form including partial copies or modifications of the Software received from the Licensor or made in connection with this License, and all documentation relating thereto.
a) The Licensee acknowledges that software in general is not error-free and agrees that the existence of such errors shall not constitute a breach of this License.
b) In the event that the Licensee discovers a material error which substantially affects the Licensee's use of the same and notifies the Licensor of the error within 90 days from the date of payment of the License Fee (the "warranty period") the Licensor shall at its sole option either refund the license fee or use reasonable endeavors to correct by patch or new release (at its option) that part of the Software which does not so comply PROVIDED THAT such non compliance has not been caused by any modification, variation or addition to the Software not performed by the Licensor or caused by its incorrect use, abuse or corruption of the Software or by use of the Software with other software or on equipment with which it is incompatible.
c) To the extent permitted by the applicable law, the Licensor disclaims all other warranties with respect to the Software, either express or implied, including but not limited to any implied warranties of merchantability or fitness for any particular purpose.
d) Although the Licensor does not warrant that the Software supplied hereunder shall be free from all known viruses it has used commercially reasonable efforts to check for the most commonly known viruses prior to uploading but the Licensee is solely responsible for virus scanning the Software.
7. Licensor's Liability
a) The Licensor shall not be liable to the Licensee for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with this License, the Software, and its use or otherwise, except to the extent that such liability may not be lawfully excluded under the applicable law.
b) Notwithstanding the generality of (a) above, the Licensor expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, its use, the System or in respect of other equipment or property, or for loss of profit, business, revenue, goodwill or anticipated savings.
c) In the event that any exclusion contained in this License shall be held to be invalid for any reason and the Licensor becomes liable for loss or damage that may lawfully be limited, such liability shall be limited to the license fee paid by the Licensee for the Software during the last calendar year before the liability inducing incident occurred.
d) The Licensor does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of the Licensor, its employees, agents or authorized representatives.
8. Copyright, Patents, Trade Marks and Other Intellectual Property Rights
The Licensee acknowledges that any and all of the copyright, trademarks, trade names, trade secrets, patents and other intellectual property rights subsisting in or used or in connection with the Software including all documentation and manuals relating thereto are and remain the sole property of the Licensor and/or the Owner. The Licensee shall not during or at any time after the expiry or termination of this License in any way question or dispute the ownership by the Licensor and/or the Owner thereof.
a) The Licensor agrees to indemnify and save harmless and defend at its own expense the Licensee from and against any and all claims of infringement of any patent, trade mark, industrial design, copyright or other proprietary right affecting the Software PROVIDED THAT (i) the Licensee shall not have done, permitted or suffered to be done anything which may have been or become an infringement of any such rights (including but not limited to using the Software to perform the Licensee's or other party's applications or using the Software in combination or merged with other software programs or devices) and (ii) the Licensee shall have exercised a reasonable standard of care in protecting the same; failing which, the Licensee shall indemnify the Licensor against all actions, proceedings, costs, claims and expenses incurred in respect thereof.
b) The Licensee undertakes that the Licensor shall be given prompt notice of any claim specified in (a) above that is made against the Licensee and the Licensor shall have the right to defend any such claims and make settlements thereof at its own discretion and the Licensee shall give such assistance as the Licensor may reasonably require to settle or oppose any such claims.
c) In the event that any such infringement occurs or may occur, the Licensor may at its sole option and expense:
i. procure for the Licensee the right to continue using the Software or infringing part thereof; or
ii. modify or amend the Software or infringing part thereof so that the same becomes non-infringing; or
iii. replace the Software or infringing part thereof by other software of similar capability; or
iv. repay to the Licensee the License Fee or balance thereof relating to the whole or the infringing part of the Software.
v. The Licensor's liability under this clause shall, at the Licensor's option, be limited to the License Fee less an equitable proportion thereof as relates to the period prior to cessation owing to infringement.
a) All information, data, drawings, specifications, documentation, software listings, trade secrets, know how, intellectual property rights, source or object code which the Licensor may have imparted and may from time to time impart to the Licensee relating to the Software (other than the ideas and principles which underlie the Software) is proprietary and confidential. The Licensee hereby agrees that it shall use the same solely in accordance with the provisions of this License, including default in payment, and that it shall not at any time during or after expiry or termination of this License, disclose the same, whether directly or indirectly, to any third party without the Licensor's prior written consent.
b) Subject only to the specific, limited provisions of Clause 4(a) above, the Licensee further agrees that it shall not itself or through any subsidiary, agent or third party use such confidential information to copy, reproduce, translate, adapt, vary, modify, decompile, disassemble or reverse engineer the Software nor shall the Licensee sell, lease, license, sub-license or otherwise deal with the Software or any part or parts or variations, modifications, copies, releases, versions or enhancements thereof or have any software or other program written or developed for itself based on any confidential information supplied to it by the Licensor.
c) The foregoing provisions shall not prevent the disclosure or use by the Licensee of any information which is or hereafter, through no fault of the Licensee, becomes public knowledge or to the extent permitted by law.
The Licensor shall be under no liability to the Licensee in respect of anything which, apart from this provision, may constitute breach of this License arising by reason of force majeure.
a) In addition to provisions for termination as herein provided, the Licensor may by notice through e-mail to the Licensee terminate this License if the Licensee is in breach of any term, condition or provision of this License or required by the applicable law and fails to remedy such breach (if capable of remedy) within 30 days of having received written notice by e-mail from the Licensor specifying such breach.
b) Upon material breach from the Licensee and after the 30 days notification period, the Licensor reserves its rights to immediately shut down any Software installation in question, until such breach has been settled between the parties.
c) Upon termination, the Licensee shall pay to the Licensor all costs and expenses, including legal and other fees incurred and all arrears of fees, charges or other payments arising in respect of the Software, this License or otherwise and shall comply with its undertaking specified in Clause 4(g) above.
d) The Licensee may notify the Licensor of termination of the use of the Software License at any time during the annual subscription period, provided that such notification is submitted to the Licensor 2 (two) months before the end of the calendar year/subscription period (before first of November). Unless notified before, the Licensee will be invoiced for the following 12-month subscription period. Each subscription period is a 12 months period from January to December.
e) Termination, howsoever or whenever occasioned shall be subject to any rights and remedies the Licensor may have under this License or under the applicable law.
The Licensee shall not assign or otherwise transfer, sublicense all or any part of the Software or this License without the prior written consent of the Licensor.
Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party's rights hereunder nor in any way affect the validity of the whole or any part of this License nor prejudice that party's rights to take subsequent action.
The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of any of the terms and conditions of this License.
In the event that any of these terms and conditions or provisions shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.
The parties hereby agree that the License concluded between them and constituted on these terms and conditions shall be construed in accordance with the Norwegian Law. Disputes shall be brought before Norwegian Courts with Oslo Tingrett as legal venue.