NON COMMERCIAL SOFTWARE LICENSE AGREEMENT FOR END-USERS
Version 1, 25 May 2020, Systemite AB <http://www.systemite.se>
TERMS AND CONDITIONS
0. Additional Definitions
As used herein, “this License” refers to the Non Commercial Software License Agreement.
“The Program” refers to any copyrightable work licensed under this License.
By downloading and/or installing the Program you are consenting to be bound by and become a party to this agreement as the " LICENSEE ". If you do not agree to all of the terms of this agreement, you must not download the Program, not install the Program nor use the Program, and you do not become a LICENSEE under this agreement.
If you do not see that these license terms are applicable for your needs and you want to obtain a commercial license, please send mail to (firstname.lastname@example.org). This software license agreement is entered into by and between Systemite AB, Fürstenbergsgatan 4, SE-416 64 Göteborg, Sweden with Swedish organisation ID 556591-0923 referred to as “SYSTEMITE” and the "LICENSEE".
WHEREAS SYSTEMITE has the right to license all copyrights and other property rights in the Licensed Software identified as the Program and developed by SYSTEMITE and SYSTEMITE desires to license the Program so that it becomes available for public use and benefit.
In the case that The Program is an aggregation of multiple software packages where each package is distributed under its own license (hereinafter sublicenses), Sublicense terms apply to the sublicensed package.
WHEREAS LICENSEE is any organisation or individual that want to use the Program for its intended use.
WHEREAS LICENSEE desires to acquire a free non-exclusive license to use the Program for internal purposes only.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
"Licensed Software" means the specific version of the Program pursuant to this Agreement. Any opinion, findings, conclusions or recommendations expressed in the Licensed Software are those of the authors and do not necessarily reflect the views of SYSTEMITE.
Subject to the terms and conditions of this Agreement a non-exclusive, non-transferable License to use and copy the Licensed Software is made available free of charge for the LICENSEE.
The License is only granted for personal and internal use at one Site, where a Site is defined as a set of contiguous buildings in one location. The Program will be used at only one location of LICENSEE.
This license does not entitle LICENSEE to receive from SYSTEMITE copies of the Licensed Software on disks, tapes or CD's, hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Licensed Software.
The user and any co-workers or other workers who may use the Program agree to not give the Program to third parties or grant licenses on software, which include the Program, alone or integrated into other software, to third parties. In case source code is included in the license, modification of the source code is prohibited without the prior written consent of SYSTEMITE.
Except as expressly licensed in this Agreement, SYSTEMITE shall retain title to the Licensed Software, and any upgrades and modifications created by SYSTEMITE.
In consideration for the license rights granted by SYSTEMITE, LICENSEE will obtain this non commercial license free of charge.
LICENSEE shall have the right to make copies of the Licensed Software for internal use at the Site and for back-up purposes under this Agreement, but agrees that all such copies shall contain the copyright notices and all other reasonable and appropriate proprietary markings or confidential legends that appear on the Licensed Software provided hereunder.
SYSTEMITE shall have no obligation to offer support services to LICENSEE, and nothing contained herein shall be interpreted as to require SYSTEMITE to provide maintenance, installation services, version updates, debugging, consultation or end-user support of any kind.
7. Software Protection
LICENSEE acknowledges that the Licensed Software is proprietary to SYSTEMITE. The software code shall be treated as trade secrets and confidential information of SYSTEMITE, and LICENSEE agrees to use best efforts to hold the same in confidence. LICENSEE's obligation for confidentiality shall not extend to any information which is or becomes generally available to the public, is already known to or subsequently disclosed by third parties to LICENSEE and at its free disposal, or is independently developed by LICENSEE or its affiliates without the use of the confidential information disclosed by SYSTEMITE, or is required by law or legal process.
Except as otherwise expressly permitted in this Agreement, LICENSEE may not
- modify or create any derivative works of the Program or documentation to the Program, including customization, translation or localization;
- decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Program;
- redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Program;
- remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Program;
- publish any results of benchmark tests run on the Program to a third party without SYSTEMITE's prior written consent.
8. Representations of SYSTEMITE to LICENSEE
SYSTEMITE represents to LICENSEE that
(i) SYSTEMITE has the right to grant the License and to enter into this agreement,
(ii) that, to the best of SYSTEMITE's knowledge, the Licensed Software does not infringe any patent, copyright or trade secrets of any third party, provided however that such representation and warranty shall not apply to any addition to, or modifications or adaptation of, the Licensed Software made by LICENSEE
(iii) SYSTEMITE undertakes to use best efforts to cooperate with and assist LICENSEE, at LICENSEE's expense, in defending itself against any action based on the alleged infringement of any third party patent, copyright or trade secret rights resulting from or relating to the use or licensing of the Licensed Software by LICENSEE.
9. Indemnity and Disclaimer of Warranties
Except as expressly set forth in this agreement, SYSTEMITE makes no representations or warranties, express or implied.
The product is provided free of charge, and, therefore, on an "as is" basis, without warranty of any kind, express or implied, including without limitation the warranties that it is free of defects, virus free, able to operate on an uninterrupted basis, merchantable, fit for a particular purpose or non-interfering. The entire risk as to the quality and performance of the Licensed Software is borne by LICENSEE.
By way of example, but not limitation, SYSTEMITE makes no representations or warranties of merchantability or fitness for any particular application or, except as set forth in paragraph 8, that the use of the Program will not infringe any patents, copyrights or trademarks or other rights of third parties. The entire risk as to the quality and performance of the product is borne by LICENSEE. SYSTEMITE shall not be liable for any liability or damages with respect to any claim by LICENSEE or any third party on account of, or arising from the license or use of the Program.
Should the Licensed Software prove defective in any respect, LICENSEE and not SYSTEMITE or it's affiliates should assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this agreement. No use of the licensed product is authorized hereunder except under this disclaimer.
In no event will SYSTEMITE or its affiliates be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use the product, including, without limitation, damages for lost profits, loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.
10. Promotional Advertising & References
LICENSEE may not use the name of the Licensed Software in its promotional advertising, product literature, and other similar promotional materials to be disseminated to the public or any portion thereof. LICENSEE agrees not to identify SYSTEMITE in any promotional advertising or other promotional materials to be disseminated to the public, or any portion thereof without SYSTEMITE's prior written consent.
LICENSEE agrees that any reference to the Program will cite one or more publications as set forth in the manual and in agreement with common scientific practice. SYSTEMITE shall not use LICENSEE's name in publicity or advertising involving this Agreement or otherwise without LICENSEE's prior written consent which may be withheld at LICENSEE's sole discretion.
This Agreement and the license rights granted herein shall become effective as of the date this Agreement is executed by both parties and shall be perpetual unless terminated in accordance with this Section.
SYSTEMITE may terminate this Agreement at any time.
Either party may terminate this Agreement at any time effective upon the other party's breach of any agreement, covenant, or representation made in this Agreement, such breach remaining uncorrected sixty (60) days after written notice thereof. LICENSEE shall have the right, at any time, to terminate this Agreement without cause by written notice to SYSTEMITE specifying the date of termination.
Upon termination, LICENSEE shall destroy all full and partial copies of the Licensed Software.
12. Governing Law
This Agreement shall be construed in accordance with the laws of Sweden.
The parties agree that this Agreement is the complete and exclusive agreement among the parties and supersedes all proposals and prior agreements whether written or oral, and all other communications among the parties relating to the subject matter of this Agreement. This Agreement cannot be modified except in writing and signed by both parties. Failure by either party at any time to enforce any of the provisions of this Agreement shall not constitute a waiver by such party of such provision nor in any way affect the validity of this Agreement.
The invalidity of singular provisions does not affect the validity of the entire understanding. The parties are obligated, however, to replace the invalid provisions by a regulation which comes closest to the economic intent of the invalid provision. The same shall apply mutatis mutandis in case of a gap.
We hereby accept the terms and conditions described herein:
Place and date:
Name and address/identification of LICENSEE: