eZ Business Use License Agreement (eZ BUL) Version 2.0

IMPORTANT: Please read the following license agreement carefully.

This license agreement is between eZ systems AS (Norwegian business registration no. 981601564), a Norwegian company ("Licensor" or “eZ”), and the customer ("Licensee" or "you"). By installing all or any portion of the software (or authorizing any other person to do so), you accept the terms and conditions of this license. If you acquired the software without an opportunity to review this license and do not accept the license, you must: (a) not use the software and (b) return or delete the software, with your certification of deletion, within thirty (30) days of the purchase date. 

The parties hereby agree to the following software license terms:

1. Definitions

"Licensed Software" means the eZ Publish Enterprise Edition content management system or other software product downloaded, ordered or otherwise legally acquired (licensed) by Licensee from Licensor (or other party authorized by the Licensor).

"Licensed Copy" means one sample of the Licensed Software.

"Website" means up to three defined site access configurations (unique URLs) that may for instance consist of one site for public use, one site for internal use (such as an intranet) and one site for site administrator use, communicated via an unlimited number of channels (such as traditional web or mobile device).  

2. License grant

2.1 You may

Provided you have entered into an eZ Publish Enterprise Subscription Agreement, the correct payment of fees under that agreement has taken place and the terms of this license is complied with, Licensor grants you a limited, non-exclusive and non-transferable right to:

(a) install and run the Licensed Copy on the agreed number of Websites; and

(b) modify or make improvements, patches, workarounds and bug fixes (collectively "Licensee Modifications")

to the Licensed Copy, or permit a third party to do so on Licensee's behalf, solely for use by the Licensee and its subsidiaries (entity in which you have a controlling stake in (ownership exceeding 50%)).

Licensee may make a reasonable number of copies of the Licensed Copy as required for backup and archival purposes only.

2.2 You may not

Licensee may use the Licensed Software only as expressly granted in section 2. Without limiting the foregoing, you may not: (a) give, lease, license, sell, make available, or distribute any part of the Licensed Software or Licensee Modifications to any third party, except as otherwise expressly permitted herein; (b) use the Licensed Software to operate as a time-sharing, outsourcing, service bureau, application service provider, managed service provider environment or similar service directed towards and performed on behalf or for the benefit of a third party; (c) copy the Licensed Software onto any public or distributed network; or (d) change any rights notices which appear in the Licensed Software.

3. Your responsibility

Except as expressly set forth herein or in a separate written agreement, Licensee is the sole responsible for the installation of the Licensed Software, its operation, supervision, maintenance, management and related training and support. You are also the sole responsible for any related installation, maintenance and configuration of computer hardware used by the Licensed Software.

4. Price and payment

You may use the Software free of charge if you are a current and paying eZ Publish Enterprise Subscription Agreement customer, with a subscription agreement covering the Licensed Software. If not, you may not use the Licensed Software.

Prices and terms of payment stipulated in eZ publish enterprise subscription agreement shall apply.

Within 6 (six) months of the termination or expiry of any such eZ Publish Enterprise Subscription Agreement, all use has to stop, unless the eZ Publish Enterprise Subscription Agreement is renewed within such 6 (six) month period. During such 6 (six) month period eZ shall carry no liability, whether under the subscription agreement, hereunder or otherwise.

5. Audit rights

During the term of this license and for a 3 (three) year period following its termination, Licensor may conduct periodic reviews of Licensee's records relating to the Licensed Software for the purpose of verifying Licensee's compliance with this license, eZ Publish Enterprise Subscription Agreement and any related agreements. During this 3 (three) year period, you are obliged to maintain complete and accurate books and other records related to software licensing and related payments. Licensor must exercise its right of audit upon no fewer than 15 days' prior notice. Licensee will provide Licensor with reasonable access and assistance for the audit, including reasonable use of available office equipment and space. Licensor shall upon request deliver to Licensee a copy of the results of any such audit.

6. Termination

Licensor may terminate this license immediately if you are in breach any of its provisions and such breach remains uncured 30 days after receipt of notice. In the event that you (a) fail to pay Licensor any outstanding amounts, hereunder subscription fees or license fees for other software, on time, or (b) are or becomes liquidated, dissolved, bankrupt or insolvent, whether voluntarily or involuntarily, or is to take any action to be so declared, Licensor may terminate this license immediately. Upon cancellation or other termination of this license, for any reason, you must immediately destroy all copies of the Licensed Software, and confirm the destruction within 7 (seven) days. Sections 5 through 11 shall survive the termination of this license for any reason.

7. Intellectual property rights

Licensee agrees that the copyright and all other intellectual property and proprietary rights of whatever nature in the Licensed Software and related documentation are and shall remain the exclusive property of Licensor and any third party suppliers. No trademarks of eZ may be used by you without Licensor's express written permission. If permission is grated, use must always take place in accordance with the applicable Licensor guidelines as they may be updated from time to time. For Licensee Modifications, you must, in the modified files and in a separate text file, clearly indicate that the Licensed Software contains modifications and state their dates and location. 

8. Disclaimer of warranties

The Licensed Software is licensed "as is," without any warranties whatsoever. Licensor expressly disclaims, and licensee expressly waives, all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, system integration, non-interference and accuracy of informational content. Licensor does not warrant that the licensed software will meet licensee's requirements or that the operation of the licensed software will be uninterrupted or error-free, or that errors will be corrected. The entire risk of the licensed software's quality and performance is with licensee.

9. Indemnification

Licensee agrees to indemnify and hold Licensor harmless against any damage or loss (including reasonable attorneys' fees) related to any claim based upon: (a) use of the Licensed Software in a manner prohibited under this license or in a manner for which the Licensed Software was not designed; (b) changes made by Licensee to the Licensed Software (where use of unmodified Licensed Software would not infringe); or (c) changes made, or actions taken, by Licensor upon Licensee's direct instructions.

10. Limitation of liability

To the extent permitted by applicable law, licensor shall have no liability with respect to its obligations under this license or otherwise for direct, consequential, exemplary, special, indirect, incidental or punitive damages, including any lost profits or lost savings (whether resulting from impaired or lost data, software or computer failure or any other cause), even if it has been advised of the possibility of such damages.

This limitation of liability applies to any default, including breach of contract, breach of warranty, negligence, misrepresentations and other torts. The parties agree that the remedies and limitations herein allocate the risks between the parties as authorized by applicable laws. The license fee (none) is set in reliance upon this allocation of risk and the exclusion of certain damages as set forth in this license.

11. Miscellaneous

11.1 Interpretation

Failure by Licensor to exercise any right or remedy does not signify acceptance of the event giving rise to such right or remedy, or loss of such right. No claim arising out of this license may be brought by you more than one year after the cause of the claim arose.

If any part of this license is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this license shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law. In its modified form, such provision shall be enforceable and enforced.

11.2 Termination for patent action

This license shall terminate automatically and you may no longer exercise any of the rights granted to you by this license as of the date you commence an action, including a cross-claim or counterclaim, against eZ, any third party supplier eZ is distributing software for, or other licensee, alleging that the Software infringes a patent.

11.3 Assignment

Without the prior written consent of Licensor, you may not assign, sublicense or otherwise transfer this license or its rights or obligations under this license to any person or party, whether by operation of law or otherwise. Any attempt by you to assign this license without Licensor's prior written consent is void and will terminate the license without further notice.

11.4 Governing law

This License shall be deemed to have been executed in Norway and shall be governed by the laws of Norway, without regard to any conflict of law provisions.

11.5 Disputes and legal venue

The parties shall first attempt to resolve any disputes, controversies or claims (collectively "Dispute") arising out of or relating to this license through amicable discussions and negotiations.

If a Dispute cannot be resolved amicably between the parties, such Dispute shall be referred to Oslo City Court as mandatory legal venue. However, if you are located in a country that does not have a bilateral or multilateral ruling enforcement treaty with Norway, the Dispute shall be referred to and finally determined by arbitration administered by the World Intellectual Property Organization (WIPO) Arbitration and Mediation Centre in accordance with the WIPO Arbitration Rules.

The place of arbitration shall be in Oslo, Norway. The arbitrator – of which there shall be only one - shall be bound by the provisions of this license and base the award on Norwegian law and judicial precedent. The parties agree that the arbitrator shall have the power to decide all matters, including arbitrability, and to award any remedies, including attorneys' fees, costs and equitable relief, available under applicable law. Either party may enforce any judgment rendered by the arbitrator in any court of competent jurisdiction. The parties further agree and acknowledge that arbitration shall be the sole and final remedy for any dispute between the parties. All proceedings and documents shall remain strictly confidential.

In no event shall the United Nations Convention on Contracts for the International Sale of Goods apply to, or govern, this license.

11.6 Notices

Any notice under this license shall be delivered and addressed to Licensee at the address provided to Licensor (or authorized representative) at the time of order, and to Licensor at

Attn: Software Licensing Dept.,

eZ Systems AS,
Klostergata 30,
N-3732 Skien,
Norway 

Notices are deemed received by any party: (a) on the day given, if personally delivered or if sent by confirmed facsimile transmission, receipt verified; (b) on the third day after deposit, if mailed by certified, first class, postage prepaid, return receipt requested mail, or by reputable, expedited overnight courier; or (c) on the fifth day after deposit, if sent by reputable, expedited international courier.

Either party may change its address for notice purposes upon notice in accordance with this section.

11.7 Export law assurances

Licensee is responsible for complying with any applicable local laws, including but not limited to export and import regulations.

11.8 Entire agreement

This license  comprises the entire agreement, and supersedes and merges all prior proposals, understandings and agreements, oral and written, between the parties relating to the subject matter of this license. Licensor's acceptance of any document shall not be construed as an acceptance of provisions which are in any way in conflict or inconsistent with, or in addition to, this license, unless such terms are separately and specifically accepted in writing by an authorized officer of Licensor.

11.9 Update of terms

The Licensor may from time to time issue new versions of this license. Unless you within 30 days from when you were first made aware or should have become aware of the new license have not made reservations directed at Licensor in writing, such new version of the license shall be deemed as accepted by you.