GENERAL TERMS AND CONDITIONS – SOFTWARE LICENSE AGREEMENT
1.1 Definitions shall, irrespectively of whether used in singular or plural, in definite or indefinite form, have the defined meaning as set out below in this Section 1 when used with a capital initial letter.
1.2 “Documentation” means any and all user manuals and other standard written materials related to the Software.
1.3 “Instance” means a copy of the Software.
1.4 “License Agreement” means these general terms and conditions and software license agreement.
1.5 “Licensee” means the natural person or a legal entity that has purchased the license to the Software or otherwise uses the license to the Software in accordance with this License Agreement.
1.6 “License Fee” means the annual fee(s) to be paid by the Licensee for the use of the Software in accordance with this License Agreement or the relevant distribution channel, which currently is
USD 599 per year.
1.7 “Licensor” means LiveFrameEdit AB.
1.8 “Section” means a section of this License Agreement.
1.9 “Software” means the software Framectrl.
2. License Agreement
2.1 This License Agreement is a legal agreement between Licensee (either a natural person or a legal entity) and Licensor for the Software and includes the electronic and/or Documentation that was delivered with the Software.
2.2 By installing, attempting to copy or otherwise using the Software, Licensee agrees to be bound by the terms of this License Agreement.
2.3 If Licensee does not agree to the terms and conditions of this License Agreement, the Software shall be returned to Licensor for a full refund.
3.1 Subject to Licensee’s compliance with the terms and conditions of this License Agreement and timely payment of the License Fee, Licensor grants Licensee a perpetual, non-exclusive, non-transferable right to use, copy and distribute the Software for Licensee’s internal use and in the products of the Licensee on the terms and conditions set out in this License Agreement. If the License Agreement is terminated, the license to use the Software will cease in accordance with Section 13.2.
3.2 One license entitles Licensee to use the Software on one Instance.
3.3 Licensee may not use the Software to process data for, or on behalf of, any third party, or other service bureau use unless specifically approved by Licensor.
3.4 Licensee is not entitled to make any copy of the Software except for back-up purposes or such copies that are required for the permitted use pertaining to this License Agreement.
3.5 Licensee shall restrict its customers from having a right of modification, decompilation, disassembling, reverse engineering or in any other way change or alter the Software except to the extent permitted under compulsory law, provided, however, where the customer has such rights under compulsory law, Licensee will provide Licensor with reasonably detailed information regarding any intended modification, decompilation, disassembling or reverse engineering.
3.6 Licensee has no right to transfer, grant a sub-license to, rent, lease or lend or in any other way let any other than Licensee, directly or indirectly, use or in any other way control the Software except for what is explicitly granted in this License Agreement.
3.7 The notice of copyright or other marking concerning ownership rights of the Software or medium on which the Software is made available may not be altered or deleted. The same applies to the corresponding markings on all Documentation that is furnished by Licensor.
4. New Versions
4.1 If Licensor, in its sole discretion, provides updates to the Software, the terms and conditions of this License Agreement applies also to the updated version of the Software.
5.1 EXCEPT AS EXPRESSLY SPECIFIED HEREIN, THE SOFTWARE AND ANY ADDITIONAL SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY LICENSEE APPLICATION OR ENVIRONMENT OR OTHERWISE MEET LICENSEE’S REQUIREMENTS, OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.
6. Limitation of Liability
6.1 LICENSOR’S LIABILITY FOR DAMAGES TO LICENSEE UNDER THIS LICENSE AGREEMENT IS LIMITED TO DIRECT LOSSES UP TO AN AMOUNT CORRESPONDING TO THE LICENSE FEE PAID BY LICENSEE. LICENSOR IS UNDER NO CIRCUMSTANCES LIABLE FOR INDIRECT DAMAGES, SPECIAL DAMAGES, CONSEQUENTIAL DAMAGES SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF DATA. THE SOFTWARE MAY NOT BE USED FOR LIFE CRITICAL APPLICATIONS SUCH AS, BUT NOT LIMITED TO, COMMERCIAL AIRCRAFT OR HEALTH CARE.
7. Right to Audit
7.1 Licensor is entitled to audit (either through own staff or appointed auditors and advisors) Licensee’s books and relevant computer systems in order to verify the compliance with this License Agreement.
7.2 Licensor shall give Licensee reasonable notification before such audit shall take place. Each party shall bear its own costs in connection with preparations for and execution of such audit.
8.1 Licensee agrees that the Software shall not be exported, directly or indirectly, in violation of any applicable export and import laws or used for any purpose prohibited by such laws.
9. Intellectual Property Rights
9.1 The title to and ownership of, and all intellectual property rights, including but not limited to copyright, and all other rights to, the Software (or the copy of the Software or the medium on which the Software has been delivered), including any derivatives thereof, shall remain with the Licensor. Thus, this License Agreement does not imply that any other rights than the non-exclusive license to use the Software, subject to payment of the License Fee, provided in this License Agreement is transferred to Licensee.
10. License Fee(s) and payment
10.1 In consideration of the Software license granted in this License Agreement, Licensee shall pay to Licensor the License Fee(s) applicable from time to time.
10.2 Payment shall be made in connection with the purchase of the license from the relevant distribution channel, and will be recurring annually. Termination of the current license period must be done at least 90 days before the end of the current period.
10.3 Should Licensee not pay in accordance with the provisions herein, Licensor shall be entitled to all remedies available under this License Agreement and applicable law and also require the Licensee to stop to use the Software.
11.1 No addition to or modification of any provision of this License Agreement shall be binding upon the parties unless made by a written instrument signed by both parties (if being a legal entity, by a duly authorised representative).
12.1 Each party undertakes to keep all information (written or oral) of a confidential nature regarding the business and affairs of the other (including the contents of the License Agreement), obtained or received as a result of the discussions, as confidential during the terms of this License Agreement and during a period of three (3) years thereafter. Except such information that:
(a) already was in the party’s possession other than as a result of a breach of this Section 11.1;
(b) is in the public domain other than as a result of a breach of this Section 11.1; or
(c) is required by a court of law or any other competent authority.
12.2 Each party shall take all such steps as shall from time to time be necessary to ensure compliance with the provisions of this Section 11.1 by its (if applicable) employees, agents and sub-contractors.
13.1 Without prejudice to any other rights or remedies, Licensor may terminate the License Agreement with immediate effect if Licensee fails to comply with the terms of the License Agreement or are otherwise in violation of the Swedish Copyright Act (1960:729) or other applicable laws or regulations relating to the license or the Software under this License Agreement.
13.2 Upon termination or expiry of the License Agreement or the license granted hereunder as applicable, all rights granted to the Licensee, including but not limited to the right to use the Software, will immediately cease, and the Licensee shall promptly:
(a) return or, if not possible, delete and destroy the Software from the servers on which they are operated and all other computer systems and storage media and return to Licensor any and all material relating to Licensor’s intellectual property rights thereto, and copies of the Documentation, including manuals, signs and all other such material provided hereunder;
(b) deliver to Licensor all items within the Licensee’s possession or control that contains information relating to the Software, the Documentation or otherwise to the license granted hereunder; and
(c) certify in writing that the Licensee has complied with the obligations hereunder.
14. Law and Dispute Resolution
14.1 Swedish law shall apply on this License Agreement without regard to its principles on conflict of laws. Any dispute, controversy or claim arising out of or in connection with this License Agreement, or the breach, termination or invalidity thereof, shall be determined by Swedish public courts where the district court of Stockholm (Sw: Stockholms tingsrätt) shall be the court of first instance.