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1. ON-PREMISE SOFTWARE LICENSE TERMS (“TERMS”)
Intellectual Property Rights shall have the meaning as set out in clause 1.4.
License Key means an alphanumeric code that enables use of Emily Deploy version of the Software.
Open Source Software means a program in which source code is made publicly and freely available for use and modification pursuant to certain license terms.
Software means any current and future Ambolt branded software that is licensed for use on Customer’s premises under trademarks Emily including all Updates thereto.
Software Documentation means the online help materials, including technical specifications, describing functionality of the Software provided by Ambolt on a publicly available website and updated from time to time.
Subscription License means expiring, renewable license of a specified period of time to be decided by Ambolt Form during which Customer is licensed to use and deploy subscription versions of the Software, subject to the Terms.
Support Services means the maintenance and support services provided by Ambolt to Customer for the Software.
Terms means this on-premise software license terms under which Ambolt ApS (Ambolt) agrees to grant the customer (“Customer”) use of the Software (as defined below).
Update means a Software release that Ambolt makes generally available to all Ambolt customers, along with any corresponding changes to Documentation.
An Update may be an error correction or bug fix; or it may be enhancement, new feature, or new functionality.
1.2 License grant and right of use
1.2.1 To use the subscription version of the Software, you must register for an “Emily Account”. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. Ambolt reserves the right to suspend or terminate your account if any information provided proves to be inaccurate, not current, or incomplete.
1.2.2 Subject to the Terms, Ambolt grants to Customer a limited, personal, non-exclusive, non-transferable and non-sublicensable right and license to install and use the Software Install the Software at the designated location and in the designated operating environment, access and use the Software and Software Documentation solely for the own internal business operations of the Customer and Customer Affiliates and grants to Customer Access and use of Updates made available for general commercial distribution by Ambolt. Due to the nature of silent mode of the Software, you accept this Terms by using the Software.
1.2.3 Promptly following execution of the Customer’s purchase order, if applicable (subscription version of the Software), Ambolt shall make the Software available for download or deliver license keys, which enable the Customer to download the software. The Software will be deemed to be delivered upon provision of the license key or when it is made available to Customer for download.
1.2.4 From time to time, Ambolt may grant Customer access to “alpha”, “beta”, “technical preview” or other early-stage products. Customer shall comply with all terms related to any beta releases as posted or otherwise made available to Customer. Ambolt may add or modify terms related to access or use of the beta release at any time. The beta releases are provided “as is” without warranty of any kind and Ambolt makes no warranties with regarding or related to the beta releases.
1.2.5 The Customer may not, and will not permit its Users to, share or transfer any license key, password or other security device relating to the use of the Software with or to any other user of the Software or any other third party.
1.2.6 If you are using a free educational version of the Software, your right to use the tool in your project is limited to educational, non-commercial purposes. Ambolt is entitled to ask the Customer to deliver proof of state of education for educational version of the Software.
1.2.7 The Customer may not and shall not permit any third party to: (a) translate, disclose, modify or create any derivative works based on the Software; (b) market, sell, license, sublicense, distribute, publish, display, reproduce, rent, lease, loan, assign or otherwise transfer to a third party the Software or Documentation or any copy thereof, in whole or in part; (c) except to the extent permitted by law, decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part; (d) operate the Software on behalf of or for the benefit of any third party, including the operation of any service that is accessed by a third party, for third-party training, commercial time-sharing or service bureau use; (e) remove any product identification, proprietary copyright or other notices contained in the Software; (f) access or use the Software for the purpose of building a product or service in competition with the Software; and (g) circumvent or attempt to circumvent contractual usage restrictions.
1.3 Support Services
1.3.1 Ambolt will provide Customer with Support Services for Emily Deploy version of the Software.
1.3.2 Support Services will be delivered to Customer as set forth in Term, provided that the Customer: notifies Ambolt of issues; engages with Ambolt in good faith to resolve any issues with the Software by making necessary resources and information available to Ambolt; makes reasonable efforts to apply the solution recommended by Ambolt; and has deployed all of the major and minor releases of the Software issued by Ambolt. Customer shall be entitled to Updates to the extent Ambolt incorporates such Updates into the Software.
1.4.1 All fees stated are exclusive of any taxes, levies, or duties (“Taxes”).
1.4.2 Except as expressly agreed otherwise: (a) payment obligations are non-cancelable and fees are non-refundable, unless specifically provided herein; and (b) Customer may not decrease the purchased number of subscription rights during the applicable Subscription License.
1.4.3 Subscription automatically renews, but you may cancel your Emily Account at any time. Canceling your automatically renewable subscription does not relieve you of the obligation to pay remaining amounts owing for your existing subscription period.
1.5 Intellectual Property Rights
1.5.1 Ambolt or its licensors retains all right, title, and interest including, without limitation, patents and rights to patent, copyright, trade secret, and trademark in the Software and in all customizations, configurations, custom fields, menus and layouts, port or screen reformatting, corrections, modifications, improvements, enhancements, translations, compilations, remodeling, or any other derivative works thereof (collectively “Ambolt Material”), which shall include all patents and rights to patent, copyright, trade secret, and trademark. The Ambolt Material constitutes and contains valuable proprietary products and trade secrets of Ambolt or its licensor, embodying substantial creative effort and confidential information, know-how, technology, ideas and expressions that are protected by applicable intellectual property and other laws and are supplied or made available to Customer in reliance upon Customer’s covenants and agreements contained herein.
1.5.2 Therefore, the Customer agrees to without limitation in time handle the Ambolt Material as confidential with the utmost care in accordance with the Terms, not use any portion of the Ambolt Material except for the purposes contemplated in the Terms.
1.5.3 The Customer acknowledges and agrees that certain Open Source Software libraries, components and utilities, and other third-party software not owned or developed by Ambolt are embedded in the Software. The publicly available open source license terms governing the Open Source Software shall take precedence over this Term to the extent that the Agreement imposes greater restrictions on Customer. Customer hereby acknowledges that Ambolt disclaims and makes no representation or warranty with respect to the Open Source Software, or any portion thereof, and assumes no liability for any claim that may arise with respect to such Open Source Software or Customer’s use or inability to use the same.
1.6.1 Ambolt warrants that Ambolt will not knowingly introduce software viruses, worms, trojan horses or other code, files, scripts or agents intended to do harm.
1.6.2 Except for the exclusive warranties set forth in the Terms, to the maximum extent permitted under applicable law, the Software and Software Documentation are provided “as is” without warranty of any kind and Ambolt makes no warranties with regarding or related to the Software and Software Documentation. Ambolt disclaims all other warranties including but not limited to fitness for a particular purpose, non-infringement and/or course of performance.
1.6.3 Ambolt does not warrant that the Software and Software Documentation will be free for error o that the use of the Software will be uninterrupted. Ambolt’s sole liability and the Customer’s sole remedy in respect of any maintenance or support issue shall be limited to the provision of this Term regarding Support Services.
1.6.4 Except for the Customer’s infringement of Ambolt’s Intellecutal Property Rights, in no event the Parties are liable for any consequential or indirect damages including but not limited to lost profits, loss of use, business interruptions, loss of data, revenue and/or goodwill.
1.7.1 Ambolt shall defend Customer from and against any claim by a third party alleging that the Software, when used as authorized in accordance with the Terms, infringes any trademark or copyright of such third party, (but only to the extent that such misappropriation is not a result of Customer’s actions) shall indemnify and hold harmless Customer from and against any damages and costs awarded against Customer by a court of competent jurisdiction or agreed in settlement by Ambolt (including reasonable attorneys’ fees) resulting from such claim, provided that the Customer promptly provides Ambolt with a written notice of the infringement claim; and allows Ambolt sole control of the defense and settlement of the infringement claim.
1.7.2 The Customer may participate in the defense of the infringement claim, at the Customer’s sole expense (not subject to reimbursement). Customer will not, without Ambolt’s prior written consent, make any admission or prejudicial statement, settle, compromise or consent to the entry of any judgement with respect to any pending or threatened infringement claim.
1.7.3 Ambolt assumes no liability nor have no obligation under clause 1.6 with respect to an infringement claim based on any modification of the Software that is not performed by or on behalf of Ambolt, or was performed in compliance with the Customer’s specifications; (b) the combination, operation or use of the Software with any other products, services, or equipment not provided by Ambolt; (c) use of the applicable software other than in accordance with the Terms and the Software Documentation; (d) use of any older version of the Software when use of a newer version of the Software would have avoided the infringement claim; (e) any claim that relates to the Open Source Software, freeware and any derivatives or other adaptations thereof; or (f) any software provided on a no-charge, beta or evaluation basis.
1.8 Force Majeure
1.8.1 Ambolt will not be in default or liable under this Terms by reason of any failure in performance of its obligation, if such failure arises, directly or indirectly, out of causes reasonably beyond the reasonable control of Ambolt, including acts of God or of the public enemy, terrorism, political unrest, fire, flood, failure of third Party connections, epidemic, pandemic or virus, utilities or networks, earthquake, hostile attacks, restrictions, strikes, and/or freight embargoes.
1.9 Governing law and venue
1.9.1 The Terms will be governed by Laws of Denmark without regard to the conflicts of law provisions of any jurisdiction, and claims arising out of or in connection with the Terms shall be settled in accordance with the Rules of Procedure of the Danish Institute of Arbitration (Danish Arbitration) by one arbitrator.