The following terms of end user license agreement (“EULA”) constitute an agreement between you and ExpandIT (as specified below) and its affiliates (“ExpandIT”). This EULA governs your use of the Product (as specified below).
shall mean any electronic and written aids, descriptions and specifications developed by ExpandIT in relation to the Product.
shall mean ExpandIT Development ApS, Company No.: 30241355, Slotsmarken 12, 2970 Hørsholm, Denmark (ExpandIT).
shall mean the codes which open the Product by giving the Licensee access to the use of the Product
shall mean the software programs developed by ExpandIT, including but not limited to any updates, releases and new versions and copies hereof and any related Documentation.
Applicability of Defined Terms
The above definitions shall apply in the following irrespective of the grammatical form in which a defined term appears.
ExpandIT hereby grants to the Licensee a non-assignable, non-transferable and non-exclusive right to use the Product (“License”) as stated in the EULA. The License shall cover the Licensee's own use of the Product. Accordingly, the Licensee shall have no right to grant any third party access to such third party’s own data by means of Licensee’s Products.
The Licensee shall have no right to make any further copies of the Product unless otherwise stated by mandatory law.
The Licensee shall have no right to translate the Product from object code to source code; e.g. by any reverse engineering, decompiling or disassembly of the Product except where such operations are required pursuant to mandatory law.
ExpandIT holds full copyright, title and all and any other rights to the Product apart from any part produced by a third party supplier to which the third party supplier holds all full rights. Any disregarding of ExpandIT's and/or any third party supplier's rights, including negligent use of the Product which might render copying of the Product possible for third parties, shall be deemed to be breach of this EULA. The Licensee shall have no right to break or change any License Codes. Nor shall the Licensee have any right to alter or delete any references concerning rights, trademarks etc. stated in the Product or on the medium upon which the Product may have been delivered. All title and intellectual property rights in and to the content which may be accessed through use of the Product is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants Licensee no rights to use such content.
ExpandIT represents, warrants and ensures that the Product
does not in any way infringe any intellectual property rights held by third
parties. In the event that any third party, with reference hereto, objects to
the Licensee's use of the Product, the Licensee shall notify ExpandIT hereof
immediately. Upon such notification, ExpandIT shall take over the matter and
any costs related hereto.
ExpandIT shall in any event have the right, at its own expense, to take over the matter and thus initiate court proceedings or enter into settlements concerning the alleged infringements. In the event that a third party objects to the Licensee's use of the Product, ExpandIT shall either: 1) obtain the continued right for the Licensee to use the Product or 2) bring the infringement to an end by changing the Product or 3) replace the Product with another Product which, in general, possesses the same functions as the Product or 4) terminate this EULA without notice and return the License fee paid by the Licensee for the Product. Upon termination of the Agreement, the Licensee shall hand back the Product and destroy all versions and copies thereof. The Licensee shall have no further claims against ExpandIT in this connection.
The Product is a standard product and it shall be the responsibility of the Licensee alone to ensure that the Product fulfils the requirements of the Licensee.
The Licensee shall inspect and test the Product immediately
upon delivery. For a period of three months following the delivery of the
Product, ExpandIT shall deliver a new copy of the Product where a medium upon
which the Product is delivered is not readable. In the event that the Licensee
provides written documentation justifying that there is a significant error in
the Product (which in ExpandIT's internal error correction procedure may be
characterized as a "fatal" error; i.e. an error characterized by the
fact that one or more of the Licensee's vital business functions cannot be
carried into effect), ExpandIT shall, for a period of twelve months following
delivery of the Product, be under an obligation, at its own choice, either 1)
to deliver, free of charge, a new version of the Product without the error, 2)
to correct the error free of charge or 3) to terminate this EULA and return the
License fee paid by the Licensee for the Product in return for the handing over
of all versions and copies of the Product in the possession of the Licensee. To
be eligible, the Licensee must have acquired the latest update, version,
release, patch or fix released by ExpandIT. Thus, the Licensee shall have no
further claims against ExpandIT in this connection. Error correction may also
be in the form of statement of procedures or manners of application ("work
arounds") whereby the error will have no significant effect on the
Licensee's use of the Product.
ExpandIT shall endeavour to do its best within reasonable business opportunities to correct all other errors, including errors in Documentation in future updates, versions, releases, patches or fixes, but the Licensee has no claim for remedy of such other and immaterial errors, and the Licensee shall not be entitled to claim remedies for breach or to assert any claim on ExpandIT in this matter. License is granted to the Product as is and shall include no warranties, representations, obligations of remedy or rights in relation to breach of contract for the Licensee except those described above. Accordingly, the Licensee shall have no right to raise claims against ExpandIT if the Product contains errors and inconveniences not covered by the above-mentioned and ExpandIT does not correct such errors or inconveniences or where the operation and performance of the Product is not free of interruptions or errors.
The provisions of this clause are subject always to the
terms of the clause “Exclusion of Liability” set out below. ExpandIT shall not
be liable for any indirect, incidental or consequential damage (such as, but
not limited to, the loss of anticipated profit, goodwill, data or damage to the
Licensee's records or data, or loss as a consequence of any other kind of
business interruption) arising out of the use of the Product or any inadequate
or faulty Product performance even if ExpandIT has been advised of the
possibility of such losses. Accordingly, no claims for damages can be lodged by
reason of indirect, incidental or consequential damage.
The above exemption from liability shall also apply to strict product liability, which may be incurred by ExpandIT pursuant to local law, as a consequence of loss or damage to property which, in view of its nature, is normally intended for commercial application. In any event, the total liability of ExpandIT for loss or damage shall not exceed the amount of the License fee paid by the Licensee for the Product. ExpandIT shall have no liability for any defects which are not related to the Product but which are, contrary hereto, related to external factors, including other products. Furthermore, ExpandIT shall have no liability for the integration of or interaction between the Product and the Licensee's own hardware and software environment and organization.
In the event that the Licensee performs or arranges for the performance of adjustments to the Product, the Licensee shall assume full liability for such adjustments and any consequences hereof in relation to the Product. The Licensee shall have no claims against ExpandIT regarding such adjustments.
In connection with the implementation of new versions, updates, releases, patches or fixes, ExpandIT shall not be liable of whether the Licensee will be able to make full use of any adjustments in the application logic of the Product or any parts thereof that the Licensee has performed or arranged for the performance of.
ExpandIT shall not be liable for any retroactive compatibility between new versions, releases, patches or fixes or their functionality, or between linguistic and country specific functionality. ExpandIT shall not be liable for any compatibility between the Product and any new versions of any connected system.
The limitation of liability stated in this EULA, including infringement of third party rights and correction of errors, shall have effect to the maximum extent permitted by applicable law. In some jurisdictions, mandatory law may not allow this exclusion or limitation of liability which may entail that the limitations stated herein may not apply to the Licensee either in whole or in part. In any event, nothing in this agreement excludes or limits the liability of ExpandIT for death or personal injury caused by the ExpandIT's negligence or for fraud or fraudulent misrepresentation.
Neither party shall be held liable for any damage which may be suffered by the other party as a direct or indirect consequence of the non-performing party being delayed, prevented or hindered in the performance of its obligations under this License Agreement as a result of a force majeure situation. Force majeure situations would be war and mobilization, catastrophes of nature, strikes, lock-out, fire, import and export regulations and other unforeseeable circumstances beyond the control of the party concerned.
The Licensee shall have no right to sell/rent out/lend or in any other way transfer or assign the right of use to the Product to any third party without prior written consent of ExpandIT. Such consent shall not be unreasonably withheld. In case ExpandIT‘s consent is obtained, the Licensee shall have an obligation in relation to ExpandIT to ensure that the other party agrees to be bound by the terms and conditions of this EULA. In connection with a transfer of right of use to the Product, the Licensee shall transfer all parts of the Product, including but not limited to all and any updates, releases, prior versions and all and any related material to the other party and is prohibited from retaining any copies of the Product and any relating material.
When the transfer has been executed in accordance with the above-mentioned procedure, the Licensee’s right of use to the Product according to this EULA is terminated.
By the Licensee
The Licensee shall have the right to terminate this EULA at one month's written notice to ExpandIT. The Licensee shall, within the stipulated period of notice, hand back or destroy all and any versions and copies of the Product except for one archival copy of the Product if so required by mandatory law.
Apart from the rights to terminate this EULA explicitly stated in other provisions of this EULA, ExpandIT shall only have the right to terminate this EULA without notice on grounds of material breach of the License Agreement on the part of the Licensee. In accordance herewith, all and any rights held by the Licensee under this EULA, including the right of use, shall lapse. In this case, the Licensee shall have a duty, with no access to claim repayment of any part of the License fee paid, to hand back the Product and destroy all and any versions and copies thereof. In addition hereto, ExpandIT shall be entitled to damages for any loss incurred by ExpandIT in this connection.
If any provision of this EULA is held to be illegal, invalid or unenforceable, this shall not affect the legality and validity of the other provisions which means that such provision shall, if required, be modified or reformed to the fullest extent possible under applicable law so as to reflect the original intent of ExpandIT.
Any terms of this EULA which, by their nature, extend beyond the day this EULA comes to an end shall remain in effect and thus bind the parties.
Any consent to or waiver of any provision or breach shall not constitute consent to or a waiver of any other provision or breach or as a consent to or waiver of such provision or breach in the future. No failure or delay by ExpandIT in exercising any right, power or remedy shall operate as a waiver of the same.
This License Agreement shall be governed by and construed in accordance with the laws of Denmark. The Maritime and Commercial Court in Copenhagen shall settle any dispute arising between the parties according to this Agreement. The UN Treaty on the International Sale of Goods shall not apply.
The Licensee hereby accepts that any customer-specific information received by ExpandIT on the basis of the contractual relationship regulated by this License Agreement; i.e. concerning the Product including serial number, NACE code, name of licensee, address, telephone number, fax number, e-mail address, web address, contact name and the name of the business partner of the Licensee, may be used freely by ExpandIT.
If the Licensee is a unit or agency of the United States Government or is acquiring the software for any such unit or agency, the software and related documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any modification, reproduction, release, performing, displaying or disclosing of the software and/or related documentation by the United States Government or any of its agencies shall be governed solely by the terms of this EULA, and shall be prohibited except to the extent expressly permitted by the terms of this EULA. Any technical data provided that are not covered by the above provisions shall be deemed to be “technical data – commercial items” pursuant DFAR Section 252.227-7015(a). Any use, modification, reproduction, release, performing, displaying, or disclosing of such technical data shall be governed by the terms of DFAR Section 252.227-7015(b).