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| 1 | +Ibexa Business Use License Agreement ("Ibexa BUL") Version 2.3 |
| 2 | + |
| 3 | + |
| 4 | +IMPORTANT: Please read the following license agreement carefully. |
| 5 | + |
| 6 | +This Ibexa Business License Agreement (“Ibexa BUL”) is between Ibexa AS |
| 7 | +(Norwegian business registration no. 981601564, formerly eZ Systems AS), |
| 8 | +a Norwegian company ("Licensor", “Ibexa” or “we”), and the customer ("Licensee" |
| 9 | +or "you"). By installing all or any portion of the Licensed Software (or |
| 10 | +authorizing any other person to do so), you accept the terms and conditions of |
| 11 | +this Ibexa BUL. If you acquired the Licensed Software without an opportunity to |
| 12 | +review this Ibexa BUL and do not accept the Ibexa BUL, you must: (a) not use |
| 13 | +the Licensed Software and (b) return or delete the Licensed Software, |
| 14 | +with your certification of deletion, within thirty (30) days of the |
| 15 | +purchase date. |
| 16 | + |
| 17 | +The parties hereby agree to the following terms and conditions: |
| 18 | + |
| 19 | +1. Definitions |
| 20 | + |
| 21 | +"Licensed Software" means the Ibexa Digital Experience Platform (DXP) |
| 22 | +or other Ibexa software product (such as eZ Platform Enterprise Edition, |
| 23 | +eZ Publish Platform) downloaded, ordered or otherwise legally acquired |
| 24 | +(licensed) by you from Ibexa (or other party authorized by Ibexa). |
| 25 | + |
| 26 | +"Licensed Copy" means one sample of the Licensed Software. |
| 27 | + |
| 28 | +"Subscription Agreement" means the Ibexa Digital Experience Platform (DXP) |
| 29 | +Subscription Agreement, or other applicable Ibexa subscription (such as eZ |
| 30 | +Enterprise or eZ Platform Enterprise Subscription Agreement), entitling |
| 31 | +you to a BUL to the Licensed Software. |
| 32 | + |
| 33 | +2. License grant |
| 34 | + |
| 35 | +2.1 You may |
| 36 | +If you have entered into an Ibexa Subscription Agreement, you have paid the |
| 37 | +correct fees and you comply with the terms of this Ibexa BUL, we grant you a |
| 38 | +limited, non-exclusive and non-transferable right to: |
| 39 | + |
| 40 | +(a) install and run the Licensed Copy on the agreed number of websites |
| 41 | +or with the agreed number of database content objects; and |
| 42 | + |
| 43 | +(b) modify or make improvements, patches, workarounds and bug fixes |
| 44 | +(collectively "Licensee Modifications") to the Licensed Copy, or permit |
| 45 | +a third party to do so on Licensee's behalf, solely for use by the |
| 46 | +Licensee and its subsidiaries or affiliates. |
| 47 | + |
| 48 | +Licensee may make a reasonable number of copies of the Licensed Copy as |
| 49 | +required for backup and archival purposes only. |
| 50 | + |
| 51 | +2.2 You may not |
| 52 | +Licensee may use the Licensed Software only as expressly granted in |
| 53 | +section 2. Without limiting the foregoing, you may not: (a) give, lease, |
| 54 | +license, sell, make available, or distribute any part of the Licensed |
| 55 | +Software or Licensee Modifications to any third party, except as |
| 56 | +otherwise expressly permitted herein; (b) use the Licensed Software to |
| 57 | +operate as a time-sharing, outsourcing, service bureau, application |
| 58 | +service provider, managed service provider environment or similar |
| 59 | +service directed towards and performed on behalf or for the benefit of a |
| 60 | +third party; (c) copy the Licensed Software onto any public or |
| 61 | +distributed network; or (d) change any right notices which appear in the |
| 62 | +Licensed Software. |
| 63 | + |
| 64 | +3. Your responsibility |
| 65 | +Except as expressly described in this Ibexa BUL or in a separate written |
| 66 | +agreement, you alone are solely responsible for the installation of the |
| 67 | +Licensed Software, its operation, supervision, maintenance, management |
| 68 | +and related training and support. The same shall apply to any related |
| 69 | +installation, maintenance and configuration of computer hardware used by |
| 70 | +the Licensed Software. |
| 71 | + |
| 72 | +4. Price and payment |
| 73 | +You may use the Licensed Software free of charge if you are a current |
| 74 | +and paying Ibexa Subscription Agreement customer, with a |
| 75 | +subscription agreement covering the Licensed Software. If not, you may |
| 76 | +not use the Licensed Software. |
| 77 | + |
| 78 | +Please see the Ibexa Subscription Agreement for the prices and terms of payment, |
| 79 | +that apply. |
| 80 | + |
| 81 | +Within six months of the termination or expiration of any such Ibexa |
| 82 | +Subscription Agreement, all use of the Licensed Software has to stop, |
| 83 | +unless the Ibexa Subscription Agreement is renewed within such six month |
| 84 | +period. During this six month period, Ibexa is not liable for any loss |
| 85 | +or damage (of any kind) with you. |
| 86 | + |
| 87 | +5. Audit rights |
| 88 | +To make sure everyone is contributing their part to enable us to |
| 89 | +continue making great software, we need a right at all times to audit |
| 90 | +our Licensors. During the term of this Ibexa BUL and for a three year |
| 91 | +period following its termination, we therefor may conduct periodic |
| 92 | +reviews of your records relating to the Licensed Software for the |
| 93 | +purpose of verifying Licensee's compliance with this Ibexa BUL, Ibexa |
| 94 | +Subscription Agreement and related agreements. During |
| 95 | +this three year period, you are obliged to maintain complete and accurate |
| 96 | +books and other records related to software licensing and related |
| 97 | +payments. We must exercise its right of audit upon no fewer than 15 |
| 98 | +days' prior notice. You will then provide us with reasonable access and |
| 99 | +assistance for the audit, including reasonable use of personnel, |
| 100 | +available office equipment and space. In return, we must give you a copy |
| 101 | +of the results of the audit, if you ask us for it. |
| 102 | + |
| 103 | +6. Termination |
| 104 | +Ibexa may terminate this Ibexa BUL immediately if you are in breach any of its |
| 105 | +provisions and such breach remains uncured 30 days after you receive |
| 106 | +notice of the breach. In the event that you (a) fail to pay Ibexa any |
| 107 | +outstanding amounts, including subscription fees or license fees for |
| 108 | +other software, on time, or (b) are or become liquidated, dissolved, |
| 109 | +bankrupt or insolvent, whether voluntarily or involuntarily, or is to |
| 110 | +take any action to be declared so, we may terminate this Ibexa BUL |
| 111 | +immediately. Upon cancellation or other termination of this Ibexa BUL, for |
| 112 | +any reason, you must immediately destroy all copies of the Licensed |
| 113 | +Software, and confirm the destruction within 7 (seven) days. |
| 114 | + |
| 115 | +7. Intellectual property rights |
| 116 | +You agree that no copyright, other intellectual property or proprietary |
| 117 | +rights in the Licensed Software and related documentation are |
| 118 | +transferred to you. No trademarks of Ibexa may be used by you without Ibexa’ |
| 119 | +express written permission. If permission is granted, use must always |
| 120 | +take place in accordance with our guidelines as they may be updated from |
| 121 | +time to time. For Licensee Modifications, you must, in the modified |
| 122 | +files and in a separate text file, clearly indicate that the Licensed |
| 123 | +Software contains modifications and state their dates and location. |
| 124 | + |
| 125 | +8. Limited warranties |
| 126 | +We warrant that the Licensed Software will remain in substantial |
| 127 | +conformance with the current documentation of the Licensed Software. We |
| 128 | +disclaim, and you waive, all warranties, whether express or implied, |
| 129 | +including warranties of merchantability, fitness for a particular |
| 130 | +purpose, non-infringement, system integration, non-interference and |
| 131 | +accuracy of informational content. We do not warrant that the Licensed |
| 132 | +Software will meet your requirements or that the operation of it will be |
| 133 | +uninterrupted or error-free, or that errors will be corrected. The |
| 134 | +entire risk of the Licensed Software's quality and performance is |
| 135 | +therefore with you |
| 136 | + |
| 137 | +9. Limitation of liability |
| 138 | +To the extent permitted by law, we do not have liability with respect to |
| 139 | +obligations described in this Ibexa BUL or otherwise for direct, |
| 140 | +consequential, exemplary, special, indirect, incidental or punitive |
| 141 | +damages, including any lost profits or lost savings (whether resulting |
| 142 | +from impaired or lost data, software or computer failure or any other |
| 143 | +cause), even if we have been advised of the possibility of such damages. |
| 144 | + |
| 145 | +This limitation of liability applies to any default, including breach of |
| 146 | +contract, breach of warranty, negligence, misrepresentations and other |
| 147 | +injury. We both agree that the remedies and limitations herein allocate |
| 148 | +the risks between us as authorized by law. The license fee (none) is set |
| 149 | +in reliance upon this allocation of risk and the exclusion of damages as |
| 150 | +set forth in this Ibexa BUL. |
| 151 | + |
| 152 | +10. Miscellaneous |
| 153 | + |
| 154 | +10.1 Termination for patent action |
| 155 | +This Ibexa BUL shall terminate automatically and you may no longer exercise |
| 156 | +any of the rights granted to you by this Ibexa BUL as of the date you |
| 157 | +commence an action, including a cross-claim or counterclaim, against Ibexa, |
| 158 | +any third party supplier Ibexa is distributing software for, or other |
| 159 | +licensee, alleging that the Licensed Software infringes a patent. |
| 160 | + |
| 161 | +10.2 Transfer |
| 162 | +Without Ibexa’ written permission, you may not sublicense or otherwise |
| 163 | +transfer your rights and obligations under this Ibexa BUL to any other |
| 164 | +person or party. Any attempt by you to do so, will terminate this Ibexa BUL |
| 165 | +without further notice. Ibexa may assign its rights hereunder at any time |
| 166 | +without consent. |
| 167 | + |
| 168 | +10.3 Governing law |
| 169 | +This Ibexa BUL is to be governed by the laws of Norway, without regard to |
| 170 | +any conflict of law provisions. |
| 171 | + |
| 172 | +10.4 Disputes and legal venue |
| 173 | +If we disagree, you and Ibexa will first attempt to resolve the |
| 174 | +disagreement through discussions and negotiations. |
| 175 | + |
| 176 | +If you and Ibexa cannot agree, the dispute can be referred to Oslo City |
| 177 | +Court as mandatory legal venue by either one of us. However, if you are |
| 178 | +located in a country that does not have a bilateral or multilateral |
| 179 | +ruling enforcement treaty with Norway, the dispute must be referred to |
| 180 | +and finally determined by arbitration administered by the World |
| 181 | +Intellectual Property Organization (WIPO) Arbitration and Mediation |
| 182 | +Centre in accordance with the WIPO Arbitration Rules. |
| 183 | + |
| 184 | +The place of arbitration is to be Oslo, Norway. The arbitrator (only |
| 185 | +one) will decide based on this Ibexa BUL and Norwegian law. We both agree |
| 186 | +that the arbitrator will have the power to decide all matters, and to |
| 187 | +award any remedies. All proceedings and documents shall remain strictly |
| 188 | +confidential. |
| 189 | + |
| 190 | +In no event shall the United Nations Convention on Contracts for the |
| 191 | +International Sale of Goods apply to, or govern, this Ibexa BUL. |
| 192 | + |
| 193 | +10.5 Notices |
| 194 | +Any notices we need to send each other, must be delivered and addressed |
| 195 | +to you at the address you provided to Ibexa (or our representative) at the |
| 196 | +time of the order, and to Ibexa at |
| 197 | + |
| 198 | +Attn: Software Licensing Dept., |
| 199 | + |
| 200 | +Ibexa AS, |
| 201 | +Solligata 2, |
| 202 | +0254 Oslo |
| 203 | +Norway |
| 204 | + |
| 205 | +Either party may change its address for notice purposes upon notice in |
| 206 | +accordance with this section. |
| 207 | + |
| 208 | +10.6 Export law assurances |
| 209 | +You are responsible for complying with any applicable local laws, |
| 210 | +including export and import regulations. |
| 211 | + |
| 212 | +10.7 Entire agreement |
| 213 | +This Ibexa BUL comprises the entire agreement, and replaces all earlier |
| 214 | +proposals, understandings and agreements, oral and written, between us. |
| 215 | + |
| 216 | +10.8 Update of terms |
| 217 | +In order to be able to manage all those licensing software from us, we |
| 218 | +may from time to time in our discretion issue new versions of this |
| 219 | +license. Unless you within 30 days from when you were first made aware |
| 220 | +or should have become aware of the new license have not objected in |
| 221 | +writing to us, the new version of the Ibexa BUL is to be deemed as accepted |
| 222 | +by you. |
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