This license agreement (the “License Agreement”) sets forth the terms and conditions of the license granted by BCNexxt B.V, a corporation incorporated under the laws of the Netherlands (“BCNEXXT”), to the user of this Vipe Software (the “Licensee”). This License Agreement is effective as of the date on which the Software is started to be used.
In order to preserve and protect its rights under applicable laws, BCNEXXT does not sell rights in its Software, but grants the rights to use its Software by means of a software licence. BCNEXXT specifically retains title to the Software.
Important Note: BY INSTALLING AND USING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. If you do not agree with these terms, do not install and use the Software.
- License. BCNEXXT hereby grants the Licensee a non-exclusive, non-transferable, and non-assignable license to use the Software (including any associated Documentation in the integrated Vipe Help function) in the integrated Vipe Help funcyion solely for the Licensee’s own internal business purposes, subject to the terms and conditions of this License Agreement. The Software is licensed for single use and on a per-channel basis, and may not be concurrently used by more than the number of channels specified in any sales agreement (the “Sales Agreement”).
- Duration. The duration of the license granted to the Licensee herein is for the term ordered and paid for by the Licensee.
- Recitals. BCNEXXT is the sole developer and owner of the Software.
- Deliverables. The license for the Software granted herein is for the Software and any applicable options and the operating systems on which the Software is delivered. Depending on the project, the Licensee may provide applicable computer equipment on which to use the Software for which they are solely responsible.
- Covenants. During the term of this License Agreement, the Licensee will not: sublicense, assign, lease, encumber, grant a security interest in or otherwise transfer or attempt to transfer the Software or any portion thereof; reverse engineer, de-compile or disassemble the Software; remove or alter any proprietary notices, labels or marks on or contained in the Software; permit concurrent use of the Software by more than the licensed number of users or channels.
- Intellectual Property Rights and Confidentiality.
- The Licensee recognizes BCNEXXT’s intellectual property rights, including patent, trademark, copyrights and trade secret rights in the Software. The Licensee agrees and acknowledges that BCNEXXT retains all title and ownership rights in all copies of the Software (and any new versions provided to the Licensee).
- The Licensee acknowledges that the Software consists of confidential and proprietary information belonging to BCNEXXT and shall cause its employees, agents and contractors to hold BCNEXXT’s confidential information in confidence, and use the same degree of care it uses to maintain its own confidentiality. The Licensee agrees not to use BCNEXXT’s confidential information other than for the exercise of rights or the performance of obligations under this Agreement.
- Fees and Taxes. The Licensee agrees to pay the license fee (the “License Fee”) under the term set forth in the Sales Agreement between BCNEXXT and the Licensee (Sales Agreement may be a signed purchase order from the Licensee). The Licensee will be solely responsible for any taxes that may arise in connection with the license or the Licensee’s use of the Software.
- Software Warranty.
- For the period of ninety (90) days following the Effective Date (the “Warranty Period”), BCNEXXT warrants to Licensee only that the Software will perform substantially in accordance with the Documentation in all material respects.
- As the Licensee’s sole and exclusive remedy for breach of the foregoing warranties, BCNEXXT will utilize reasonable efforts to correct any reported failure of the Software to perform substantially in accordance with the Documentation.
- Except as otherwise expressly stated in this agreement, there are no express or implied warranties or conditions in relation to the Software, fitness for a particular purpose, or that the Software or the Documentation will meet the Licensee’s needs. To the extent permitted by law, the Licensee waives any and all rights provided to it under any statutory law.|
- Intellectual Property Indemnification.
- BCNEXXT will indemnify, defend and hold harmless the Licensee from and against any claim that the Software infringes any third party’s enforceable copyright provided that (i) the Licensee promptly notifies BCNEXXT of any such claim; (ii) tenders to BCNEXXT the right to defend and settle such claim through counsel of its choice; and (iii) cooperates with BCNEXXT in the defense or settlement of such claim.
- Upon notice of any such claim, BCNEXXT may (i) procure the right to allow the Licensee to continue to use the Software or (ii) replace or modify the Software to make it non-infringing; however, if those alternatives are not reasonably achievable, BCNEXXT may terminate this License Agreement and provide the Licensee with a refund of the unused portion of the License Fee. The provisions of this section state the entire obligations of BCNEXXT with respect to any infringement of any intellectual property rights of any third party.
- The provisions of this section will not apply to the extent that any claim of infringement results from any modification or unauthorized use of the Software by the Licensee or any third party on the Licensee’s behalf.
- Limitation of Liability.
- The Licensee acknowledges and agrees that they have independently verified that the Software is appropriate for the purposes for which the Licensee intends to use the Software.
- BCNEXXT’s total liability to the Licensee for actual damages for any cause whatsoever will be limited to the amount of the License Fee received by BCNEXXT.
- BCNEXXT is not liable for any indirect, special, incidental, or consequential damages, including loss of data, lost profits or cost of cover, whether such damages are based on breach of contract, tort, product liability or otherwise.
- Termination; Effect of Termination.
This License Agreement and the license granted hereby may be terminated immediately upon: - a) The Licensee’s breach of any of the provisions of sections 5 or 6;
- b) Either party materialy breaching this License Agreement and continuing such a breach without cure for a period of thirty (30) days following written notice.
- c) The Licensee becoming subject to bankruptcy or insolvency proceedings or assignment for the benefit of creditors; or d) as provided in section 9 sub 2.
- Installation and Conversion of Data. Unless otherwise agreed to in a separate written agreement, the Licensee shall be solely responsible for installation of the Software and any conversion of data required for use with the Software.
- Compliance.
- The Licensee shall maintain a current list of all licenses used and make it available to BCNEXXT on request.
- The Licensee will not permit its employees and agents to make unauthorized copies of the Software, or use it other than in accordance with section 1. If any unauthorized copy is made or more than the permitted number of users use the Software, the Licensee shall pay BCNEXXT the current list price for each unauthorized copy or additional user.
- Upon BCNEXXT’s reasonable request, the Licensee shall provide signed statements verifying its compliance.
- Notices. All notices and consents required or permitted by this License Agreement must be given in writing by e-mail to the address of record. All notices will be deemed effective upon delivery.
- Assignment. BCNEXXT may assign and delegate any part of this License Agreement. The Licensee may not assign or delegate any part of this License Agreement, without prior notice to, and the express written consent of, BCNEXXT, which consent may be withheld by BCNEXXT in its sole discretion for any reason.
- Governing Law. This License Agreement and the relationship created hereby will be governed by the internal laws of the Netherlands as to all matters, and without regard to the laws of conflict of any jurisdiction.
- Severability. In the event that any provision of this License Agreement is held to be illegal, invalid or unenforceable under any present or future law, rule or regulation, such provision shall be deemed stricken from this License Agreement, but it shall not invalidate any of the other provisions which will continue in force and effect. Furthermore, in lieu of such an illegal, invalid or unenforceable provision, a legal, valid, and enforceable provision with as similar terms as possible shall be added automatically.
- Entire Agreement; Amendment. This License Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior agreements and understandings, oral or written, between the parties. Any amendment to this License Agreement must be in writing and executed on behalf of both of the parties.
- Export Control. The Licensee agrees not to export the Software outside of any jurisdiction in which the Licensee is located, except in accordance with the export control laws and regulations of those jurisdictions as applicable to the Licensee.
