GRANT OF LICENSE
This Agreement grants you the following rights provided that you comply with all terms and conditions hereof.
Netrounds grants you a non-exclusive and non-transferable license to use, for your internal business purposes, the Software and the Documentation for which you have paid the required license fees to an Approved Source.
When you have purchased a non-production license, Netrounds grants you a non-exclusive and non-transferable license to use, for your internal validation and integration, the Software and the Documentation for which you have paid the required license fees to an Approved Source. Netrounds does not grant a non-production license to be used for business purposes or production use.
In order to use the Software, you may be required to input a registration number, license or product authorization key and register your copy of the Software to obtain the necessary license key or license file.
You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Software. You shall not make any copies or duplicates of any Software without the prior written permission of Netrounds.
“Documentation” means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to the Software and made available by an Approved Source with the Software in any manner (including on CD-Rom, or on-line).
Use of the Software & General Limitations
This is a license, not a transfer of title, to the Software and Documentation, and Netrounds retains ownership of all copies of the Software and Documentation. You acknowledge that the Software and Documentation contain trade secrets of Netrounds or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information.
Except as otherwise expressly provided under the Agreement, you specifically agree not to:
a) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same;
b) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction or except to the extent that Netrounds is legally required to permit such specific activity pursuant to any applicable open source license;
c) publish any results of benchmark tests run on the Software without a written consent from Netrounds or;
d) disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of Netrounds. Customer shall implement reasonable security measures to protect such trade secrets.
Updates and upgrades
Netrounds does not give any warranties whatsoever that, after your installation of such update, bug fix or enhancement, any Solution will continue to function as prior to such update. Consequently, it is your responsibility before implementing such any updates of the Software to test, validate and change the functionality in any Solution in order to enable it to function after updates of the Software.
Notwithstanding any other provision of the Agreement: (i) you have no license or right to make or use any additional copies or updates/upgrades unless you, at the time of making or acquiring such copy or update/upgrade, already holds a valid license to the Software and have paid the License Fee to an Approved Source for the update/upgrade or additional copies; and (ii) the making and use of additional copies is limited to necessary backup purposes only.
You may not provide, disclose, divulge, make available to, sell, transfer, assign, sublease, rent, lend, license, sublicense, distribute or permit use of the Software or otherwise transfer in whole or in part the Software to another party without Netrounds’ prior written consent.
Third Party Software
You may not create, develop, license, install, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions of the Software, any additional licensing terms provided by Netrounds via product documentation, notification and/or policy change.
Derivative Works, Decompilation and Disassembly
You may not modify or create derivative works based upon the Software.
Except to the extent expressly permitted by applicable law, and to the extent that Netrounds is not permitted by that applicable law to exclude or limit the following rights, you may not decompile, disassemble, reverse engineer or otherwise attempt to derive source code from the Software, in whole or in part.
Notice to Users
You shall inform all users of the Software of the terms and conditions of this Agreement.
Netrounds is entitled to examine your use of the Software in order to audit the accuracy of the number of copies of Software used, the use of the Software, the number of users licensed and compliance with copyright, confidentiality and similar restrictions contained in this Agreement. Any person performing such audit shall protect your confidential information and abide by your reasonable security procedures. In the event an audit discloses non-compliance with this Agreement, you shall promptly pay to Netrounds the appropriate license fees, plus the reasonable cost of conducting the audit.
Consent to Use and Transfer Data
With respect to technical information you provide to Netrounds as part of any (if any) Support services related to the Software, you agree that Netrounds (and its affiliates and agents) may collect, process and use such information for its Product Support and development. Netrounds may not disclose such information to any third party.
The right to install and make use of the Software is subject to your payment of a license fee as agreed between you and Netrounds or between you and an Approved Source (the “License Fee”). The License Fee shall be paid as soon as you are bound by this Agreement pursuant to Section B in the preamble.
The License Fee shall be paid for each Term (as defined in section 4.1) in advance. The first payment of the License Fee shall be made at the end of the current month of the execution of this Agreement and covers the initial Term. The License Fee thereafter covers one (1) successive Term at the time and shall be paid in advance.
SUPPORT SERVICES NOT INCLUDED
Netrounds will not provide any Support services under this Agreement. Netrounds or its partners may offer support services by separate support agreement (“Support”). If you have purchased Support services for the Software, those services are provided to you under any Support services agreement terms and conditions you may receive.
TERM AND TERMINATION
This Agreement enters into force when you click “I accept” or upon execution by both parties or when you install or start using the Software and shall continue in full force during the term agreed between you and Netrounds (the “Term”). The Term can be agreed in a signed contract or in a purchase order.
Termination by you
You may terminate the Agreement and the license at any time by destroying all copies of Software and any Documentation.
You may terminate this Agreement by giving Netrounds at least three (3) months written notice prior to the end of each Term.
Should you, as agreed in writing between you and Netrounds or its Approved source, have installed the Software as a trial license for evaluation purposes this Agreement shall enter into force when you install or start using the Software and terminates automatically one (1) month thereafter unless some other period is agreed in writing between Netrounds and you. Should you continue to use the Software after the agreed period, this Agreement shall be automatically prolonged and you are thereby bound by the terms and conditions of this Agreement.
Termination by Netrounds
Netrounds has the right to terminate this Agreement by giving you at least three (3) months written notice prior to the termination.
Netrounds has the right to terminate your rights under this Agreement without notice if you breach any provision of this Agreement, in particular if you fail to pay the License Fee.
Effect of Termination
In the event of termination, you must destroy all copies of the Software and Documentation in your possession or control.
In addition, you must remove all copies of the Software, including all backup copies, from any servers and all devices and terminals on which it is installed. Before such removal you have the right to extract your data and your Solutions from the Software database tables to another database or medium.
Termination of this Agreement for any reason will not affect the applicability of any of the terms of this Agreement with respect to your past use of the Software. All your confidentiality obligations, all restrictions and limitations imposed on you under the Section titled “General Limitations” and all limitations of liability and disclaimers and restrictions of warranty shall survive termination of this Agreement.
INTELLECTUAL PROPERTY RIGHTS & TITLE
Nothing in this Agreement transfers to you any title or ownership in or to the Software or Documentation or the underlying intellectual property.
Except as expressly provided in this Agreement, all title and intellectual property rights in and to the Software and Documentation, and all related copyrights, trade secrets, patents, trademarks and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals and extensions of such rights and any copies you are permitted to make herein, are owned by Netrounds or its suppliers.
COPYING AND INSTALLATION
You may not copy the Software, either physical or virtual, other than necessary solely for back-up purposes and reinstallation. You have the right to install the software as defined in a Purchase Order. The usage of the Software on development servers and/or test servers shall only be used for non-production environments.
Netrounds warrants that commencing from the date of shipment to you (but in case of resale by an Approved Source other than Netrounds, commencing not more than ninety (90) days after original shipment by Netrounds), and continuing for a period of the longer of (i) ninety (90) days or (ii) the warranty period (if any) expressly set forth as applicable specifically to software in the warranty card accompanying the product of which the Software is a part (the “Product“) (if any): (i) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (ii) the Software will be free of material defects, viruses, trap doors or other malicious code, and will function in accordance with the Documentation. However, Netrounds does not warrant the Software or any portion thereof is error free. The date of shipment of a Product by Netrounds is set forth on the packaging material in which the Product is shipped.
Except for the foregoing, the Software is provided “AS IS” (the “Limited Warranty”) and no other warranties are expressed or implied, including but not limited to any implied warranties of merchantability or fitness for a particular purpose.
This Limited Warranty extends only to the Software purchased from an Approved Source by you and provided that you are the first registered end user. Your sole and exclusive remedy and the entire liability of Netrounds and its suppliers under this Limited Warranty will be (i) replacement of defective media and/or (ii) at Netrounds’ option, repair, replacement, or refund of the purchase price of the Software, in both cases subject to the condition that any error or defect constituting a breach of this Limited Warranty is reported to the Approved Source supplying the Software to you, within the warranty period.
Netrounds or the Approved Source supplying the Software to you may, at its option, require return of the Software and/or Documentation as a condition to the remedy. In no event does Netrounds warrant that the Software is error free or that you will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Netrounds does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.
Limitation of Warranty
This Limited Warranty does not apply if the Software, Product or any other equipment upon which the Software is authorized to be used (i) has been altered, except by Netrounds or its authorized representative, (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Netrounds, (iii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (iv) is licensed for beta, evaluation, testing or demonstration purposes.
The Software warranty also does not apply to (i) any temporary Software modules; (ii) any Software that Netrounds solely provides on an “AS IS” basis, i.e., for the avoidance of doubt, without the Limited Warranty; (iii) any Software for which an Approved Source does not receive a License Fee; and (iv) Software supplied by any third party which is not an Approved Source.
YOUR EXCLUSIVE REMEDY
Except for any refund elected by Netrounds, you are not entitled to any damages including but not limited to incidental or consequential damages, special or indirect (such as loss of profit, loss of data, loss of goodwill), arising out of or in any way related to the use of or inability to use the Software, the provisions of or failure to provide Support, malfunction due to implementation of any Solution or otherwise under or in connection with any provision of the Agreement.
Netrounds’ and its partners’ entire liability and your exclusive remedy shall be, at Netrounds’ option from time to time, (i) return of the price paid (if any) for the Software, or (ii) repair or replacement of the Software that does not meet the Limited Warranty set forth in Section 7 and that is returned to Netrounds with a copy of your receipt. You will receive the remedy elected by Netrounds without charge, except that you are responsible for any expenses you may incur. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, or a computer or software virus.
Neither these remedies nor any Support services offered by Netrounds are available without proof of purchase from Netrounds directly or an Approved Source.
DISCLAIMER OF WARRANTIES
The Limited Warranty set forth in Section 7 is the only express warranty made to you and is provided in lieu of any other express warranties (if any) created by any documentation or packaging. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Netrounds and its partners provide the Software on an as is basis with all faults and hereby disclaims all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, of fitness for a particular purpose, of lack of viruses, of accuracy or completeness of responses, of results, and of lack of negligence or lack of workmanlike effort, all with regard to the Software and the provision of or failure to provide Support services. Further, there is no warranty or condition of title or non-infringement with regard to the Software.
Notwithstanding anything else in this Agreement to the contrary, all liability of Netrounds, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to you, whether in contract, tort (including negligence), breach of warranty or otherwise, shall not exceed the price paid by you to any Approved Source for the Software that gave rise to the claim or if the Software is part of another product, the price paid for Netrounds as part of such other product. This limitation of liability for Software is cumulative and not per incident (i.e. the existence of two or more claims will not enlarge this limit).
Nothing in this Agreement shall limit (i) the liability of Netrounds, its affiliates, officers, directors, employees, agents, suppliers and licensors to you for personal injury or death caused by their negligence, (ii) Netrounds’ liability for fraudulent misrepresentation, or (iii) any liability of Netrounds which cannot be excluded under applicable law.
In no event will Netrounds or its suppliers be liable for any lost revenue, profit, or lost or damaged data, business interruption, loss of capital, or for special, indirect, consequential, incidental, or punitive damages however caused and regardless of the theory of liability or whether arising out of the use of or inability to use software or otherwise and even if Netrounds or its suppliers or licensors have been advised of the possibility of such damages.
You acknowledge and agree that Netrounds has set its prices and entered into the Agreement in reliance upon the Disclaimers of Warranty and the Limitations of Liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same form an essential basis of the bargain between the parties.
Product warranty terms and other information applicable to Netrounds products are available on Netrounds’ website www.netrounds.com
You will indemnify, defend, and hold Netrounds and its affiliates, officers, directors, employees, agents, and third-party service providers harmless from and against any and all claims, demands, causes of action, debts or liabilities (including attorneys’ fees and expenses) that arise from or relate to (i) your access or use of the Software, (ii) any content that you upload, download, store, display, transmit, or distribute through the Software, (iii) your breach of this Agreement, or (iv) any action that Netrounds takes as part of its investigation or cooperation with law enforcement officials or other appropriate authorities regarding suspected inappropriate or illegal activity enabled or carried out through the Software.
Save for Section 2, Netrounds has the right to modify this Agreement at any time by posting the changes to the terms and conditions page of its website. Netrounds may also notify you by sending you an e-mail that either (i) specifies the changes in the e-mail, or (ii) links to Netrounds ́ website that specifies the changes, and the change(s) will become effective in accordance and in the timeframe described in that e-mail or on the website. You are obligated to keep your e-mail address correct and current by updating it by sending an email to firstname.lastname@example.org and acknowledge that this is the method of communication that Netrounds will use for this notification purpose. Failure to keep your e-mail address correct and current may result in email not reaching you, but you will still be bound by any changes if you continue to use the Software.
You are solely responsible for, and Netrounds strongly recommends, maintaining appropriate back-ups of the content and data that you access or store through the Software.
How to Contact Netrounds
Should you have any questions concerning this Agreement or want to contact Netrounds for any reason, see contact details on Netrounds ́ website: www.netrounds.com
No waiver of any of the provisions of this Agreement is binding unless it is in writing and signed by both parties. The failure of either party to insist on the strict enforcement of any provision of this Agreement does not constitute a waiver of any provision and all terms shall remain in full force and effect.
This Agreement will be binding upon and inure to the benefit of the parties, their successors and assigns; provided, however, that you may not assign or otherwise transfer this Agreement, the Software or any of the interest herein without the prior, express written consent thereto by Netrounds. Consequently, Netrounds may assign the rights and obligations of this Agreement. Further, Netrounds may designate any of its subsidiaries to invoice any of the Initial License Fee and/or the Fee without assigning any other rights under this Agreement, including the right to the Software, to such subsidiary.
No provision of this Agreement which may be deemed illegal, invalid or unenforceable will in any way invalidate any other provisions of this Agreement, all of which will remain in full force and effect.
This Agreement constitutes the entire understanding of the parties with respect to the license of the Software and Documentation. Save for as provided under Section 11.1.1 above, this Agreement may not be modified, changed, altered or amended except by an express written agreement signed by duly authorized representatives of the parties hereto.
The Agreement has been written in the English language, and the parties agree that the English version will govern.
The Section numbers and captions appearing in this Agreement are inserted only as a matter of convenience and are in no way intended to define, limit, construe or describe the scope or intent of such sections of this Agreement, or in any way affect this Agreement.
Compliance with Law etc.
You will, at your own expense, operate in full compliance with all laws, rules and regulations applicable to, and maintain in force all licenses and permits required for, performance under this Agreement. Netrounds shall be under no obligation to consummate any transaction it believes is in violation of this Section. In the event of any breach of the obligations of this Section, Netrounds is entitled to terminate this with immediate effect.
You agree to provide Netrounds with information, support documents, and assistance as may reasonably be required by Netrounds in order for Netrounds to comply with law in accordance with Section 11.10.1 and/or in connection with securing authorizations or licenses.
Unlicensed Activity and Infringement
Netrounds and you shall promptly inform each other in writing of any potential infringement by a third party against the Software of which you or it is aware, and provide each other with any available evidence of infringement. During the term of this Agreement Netrounds shall, at its discretion, prosecute, at its own expense, any such infringement of the Software.
If Netrounds is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of Netrounds, including fire, casualty, flood, war, terrorism, strike, lockout, riot, or insurrection, then Netrounds’ performance will be excused.
OPEN SOURCE NOTICE
Certain components of the Software may use or include Open Source software. These are available on an “as is” basis and subject to their individual license agreements. Upon request, Netrounds will identify the Open Source Components and the licenses that apply to them. To the extent there is conflict between the license terms covering the Open- Source Components and this EULA, the terms of such licenses will apply in lieu of the terms of this EULA. To the extent the terms of the licenses applicable to Open-Source Components prohibit any of the restrictions in this Agreement with respect to such Open-Source Component, such restrictions will not apply to such Open-Source Component. To the extent the terms of the licenses applicable to Open-Source Components require Licensor to make an offer to provide source code in connection with the Product, such offer is hereby made, and you may exercise it by contacting email@example.com
DISPUTES AND GOVERNING LAW
This Agreement shall be governed by the substantive law of Sweden without reference to conflict of law principles. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods.
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce.
The seat of arbitration shall be Stockholm.
Notwithstanding the foregoing, Netrounds may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s intellectual property or proprietary rights. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement and Warranties shall remain in full force and effect.
Notwithstanding the provision of this Section 12, Netrounds is entitled to refer to a Swedish public court or the Swedish Enforcement Authority any claim for payment of any outstanding License Fee.