CAPASYSTEMS TERMS AND CONDITIONS
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CAPASYSTEMS SOFTWARE END-USER LICENSE AGREEMENT
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As this Agreement contains a detailed regulation of the use of the Software we urge you to peruse this Agreement carefully before accepting it.
1. THE SOFTWARE
You accept that the Software you are about to download is specialized software only to software only to be used/operated by individuals who have the necessary knowledge and technical background to understand the Software and what alterations it is capable of performing on your computers and devices.
2. SERVER SOFTWARE
The Software cannot operate properly without being able to communicate with a server where the CapaSystems Server Software is installed (the "Server Software"). The Server Software may either be installed on servers operated by or on behalf of you or on Licensor's servers (operated by or on behalf of Licensor) as further described in separate terms.
3. GRANT OF RIGHT TO USE
You are granted the following right of use contingent upon your payment of any license fee due:
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Any access to maintenance and support is subject to prepayment of an annual maintenance fee. You may choose not to pay for maintenance and support. If you do not pay on an ongoing basis for maintenance and support and you later need to update your version of the Software/need support Licensor shall only be obliged to provide maintenance/support to you subject to payment of a fee. The fee to be paid by you may be a "catch-up" payment of maintenance fees not paid prior to the request for maintenance, payment of a new updated license or a specific support fee as determined by Licensor from time to time.
4. LICENSE VERSION
The license version you have bought or subscribed to determines how and where you may use the Software.
You are only allowed to have as many copies of the Software installed as covered by your license or SAAS subscription.
5. FURTHER RESTRICTIONS ON USE
You agree to maintain all copyright notices on any full and partial copies of the Software. You must not use or allow any third party to use the Software in any manner that may infringe any intellectual property rights, including without limitation patents, copyrights and trade mark rights or any proprietary or trade secret interests.
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c) Obscure or obliterate any Licensor copyright, license or trademark notices which appear on the Software, the documentation, the screen-display, the output or otherwise in connection with the Software.
6. ENHANCEMENT OF USE
If Licensor at some point introduces tools including collaboration tools that enhances the external use or functionality of the Software - for instance enabling you to exchange data with an App or share your output with other external users via a collaboration tool - any activations of such enhanced functionality, App and tools shall be deemed to be governed by this Agreement regardless of whether you have made any additional payment for the App or the access to the collaboration tools unless Licensor specific requires the acceptance of a new license agreement in order to obtain access to the App or collaboration tools.
7. PROPER USE, SUPPORT AND MAINTENACE
You are aware that the Software will only perform efficiently and in substantial accordance with its documentation if you at all times keep the Software updated, if you have a valid license and you have updated and sufficient hardware and IT-infrastructure and if needed, a sufficient Internet connection.
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Any Support offered by Licensor is subject to Licensee's users having undergone proper training/education. E-mail support is included in the maintenance fee. Licensor will respond to any support requests as soon as possible.
8. RIGHT TO INSPECTION
Licensor shall at any time without notice have the right to inspect the premises of the Licensee and all and any computers and devices where the Software or the Server Software is installed in order to ensure that the above mentioned License restrictions are complied with.
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The Licensor may, as an alternative to the physical inspection, ask for a compliance statement from the Licensee's external auditor or legal representative.
9. COPYRIGHT PROTECTION AND OPEN SOURCE
The Software is designed and programmed by Licensor and is protected by applicable copyright laws and international treaties.
The Software may contain components based on open source. The relevant parts of open source licenses are incorporated into this Agreement and Licensor warrants that the use of open source will not affect the legal use of the Software.
10. LIMITED OR NO WARRANTY
You acknowledge that you know the essential functional characteristics of the Software and bear the risk that the Software does not meet your wishes and requirements.
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No on-site warranty service is included in this Limited Warranty. This Limited Warranty is void if you breach this Agreement or if failure of the Software has resulted from failure to observe the documentation or resulted from amendments, modifications or changes to the Software not made by Licensor, or accident, abuse or misapplication. Any patches or re-placement Software will be warranted for the remainder of the original warranty period only.
11. YOUR REMEDIES
Your exclusive remedy for any material defect in the Software or lack in the Service provided by the Software for which Licensor is responsible and Licensor's sole obligation will be for Licensor to correct, in a reasonable time period, the error or defect in the Software or Service where the Software/Service does not perform substantially in accordance with the documentation, or, at the exclusive choice of Licensor, either to replace the Software, or to refund you a proportional part of the license fee which in the sole opinion of Licensor corresponds to the value of defect in the Software. You have no other remedies except if required by mandatory law in your jurisdiction.
12. NO OTHER WARRANTIES
EXCEPT FOR THE EXPRESSED WARRANTIES SET FORTH IN THIS AGREEMENT LICENSOR AND ITS SUPPLIERS AND RESELLERS DISCLAIM ALL OTHER WARRANTIES, PROMISES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE OR EQUIPMENT, COMPONENTS, ANY LOST DATA OR DOCUMENTATION, SOFTWARE PRODUCED DATA, ANY SERVICES OR TECHNICAL ASSISTANCE OR ANY OTHER ITEM DELIVERED BY LICENSOR.
13. NO LIABILITY FOR DAMAGES
LICENSOR, ITS SUB-SUPPLIERS AND RESELLERS SHALL NOT BE LIABLE FOR ANY PERSONAL INJURY AND PROPERTY DAMAGE RESULTING FROM THE USE OF THE SOFTWARE. YOU ASSUME RESPONSIBILITY FOR ALL PERSONAL INJURY AND PROPERTY DAMAGE RESULTING FROM THE USE OF THE SOFTWARE. IN NO EVENT SHALL LICENSOR, ITS OFFICERS, AGENTS, EMPLOYEES OR SUPPLIERS BE LIABLE TO ANY PERSON OR ENTITY FOR THE LOSS OF PROFITS OR THE NON-REALISATION OF ANTICIPATED SAVINGS OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE OR THE PERFORMANCE OF THE SOFTWARE, EVEN IF LICENSOR OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. FOR THE AVOIDANCE OF DOUBT LOSS OF DATA SHALL BE CONSIDERED INDIRECT DAMAGES HEREUNDER. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF LICENSOR, ITS SUB- SUPPLIERS AND RESELLERS EXCEED THE LICENSE FEE PAID FOR THE SOFTWARE. IF YOU USE A FREE VERSION OF THE SOFTWARE LICENSOR ASSUMES NO LIABILITY AT ALL.
14. THIRD PARTY RIGHTS
If a third party makes a claim against you that any part of the Software originating from Licensor (infringes any patent, copyright or other intellectual property right in the country) where you under this Agreement is allowed to use the Software (hereafter "Claim"), Licensor will defend the right to hold you against the Claim and pay all costs, damages and expenses - including reasonable attorney's fees - finally awarded against you by a court having jurisdiction over the matter (the total costs, damages ad expenses however capped at an amount equals the total license fee paid by you to Licensor) provided provided that:
(i) You notify Licensor in writing no later than five (5) days after you have become aware of a Claim or a potential Claim;
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Unless otherwise explicitly stated in this clause any claim due to a Claim or the threat of a Claim - including claims for damages and/or pro rata reduction - shall be governed by the limitation of liability clause in this Agreement.
15. TERM AND TERMINATION
This License becomes effective upon your downloading/installing of the Software, or upon your use of the Software, whichever occurs first, at which date ("the Effective Date") you are considered to have accepted this Agreement, and this Agreement and your License shall continue until terminated or breached by Licensee.
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Licensor may change this Agreement by having you accept a new version if and when you download a new version of the Software. It is your sole responsibility to make yourself familiar with the changes in the new Agreement you are asked to accept. If you cannot accept the proposed changes in the new Agreement you may either - if possible - continue with the old version of the Software or if this is not possible ask for a refund of a proportional part of your license fee. If you ask for a refund of a proportional part of your license fee Licensor may waive the changes that you cannot accept in order to ensure your continued use of the Software.
16. DISPUTES, CHOICE OF LAW AND VENUE
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NOTWITHSTANDING THE ABOVE, LICENSOR SHALL AT IT'S SOLE DISCRETION BE ENTITLED TO INITIATE PROCEEDINGS AGAINST YOU IN A COURT OF ITS CHOICE INCLUDING WITHOUT LIMITATION IN CASE OF NON-PAYMENT BY YOU OR YOUR INFRINGEMENT OF LICENSOR'S INTELLECTUAL PROPERTY RIGHTS OR TRADE SECRETS OR BREACH OF THE LICENSE BY YOU.
17. PRIVACY
By entering into this agreement, you agree to the terms of CapaSystems A/S’ privacy policy, which can be found athttpsathttps://www.capasystems.com/privacy-policy
More information concerning what data is collected and used by CapaSystems A/S and how it is used is available in the Privacy Policy. Without limiting the Privacy Policy, this Software may collect and send anonymous statistics related to the Software to CapaSystems A/S including but not limited to:
Licenses used
Installed versions
System info on application server
SQL server version
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APPENDIX - INCORPORATED THIRD PARTY COMPONENTS
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https://capawiki.capasystems.com/display/pgdoc/Incorporated+Third+Party+Components
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