eZ Business Use License Agreement eZ BUL Version 2.1

IMPORTANT: Please read the following eZ Business Use License Agreement carefully.


Note: this license applies for (non-exhaustive list) eZ Publish Enterprise 4.7 subscribers (included) and beyond.

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

The parties hereby agree to the following terms and conditions:

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 you from eZ (or other party authorized by eZ).

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

2. License grant

2.1 You may

If you have entered into an eZ Publish Enterprise Subscription Agreement, you have paid the correct fees and you comply with the terms of this eZ BUL, we grant you a limited, non-exclusive and non-transferable right to:

(a) install and run the Licensed Copy on the agreed number of websites or with the agreed number of database content objects; 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 or affiliates.

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 right notices which appear in the Licensed Software.

3. Your responsibility

Except as expressly described in this eZ BUL or in a separate written agreement, you alone are solely responsible for the installation of the Licensed Software, its operation, supervision, maintenance, management and related training and support. The same shall apply to any related installation, maintenance and configuration of computer hardware used by the Licensed Software.

4. Price and payment

You may use the Licensed 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.

Please see the eZ Publish Enterprise Subscription Agreement for the prices and terms of payment, that apply.

Within six  months of the termination or expiration of any such eZ Publish Enterprise Subscription Agreement, all use of the Licensed Software has to stop, unless the eZ Publish Enterprise Subscription Agreement is renewed within such six month period. During this six  month period, eZ is not liable for any loss or damage (of any kind) with you.

5. Audit rights

To make sure everyone is contributing their part to enable us to continue making great software, we need a right at all times to audit our Licensors. During the term of this eZ BUL and for a three year period following its termination, we therefor may conduct periodic reviews of your records relating to the Licensed Software for the purpose of verifying Licensee's compliance with this eZ BUL, eZ Publish Enterprise Subscription Agreement and related agreements. During this three  year period, you are obliged to maintain complete and accurate books and other records related to software licensing and related payments. We must exercise its right of audit upon no fewer than 15 days' prior notice. You will then provide us with reasonable access and assistance for the audit, including reasonable use of personnel, available office equipment and space. In return, we must give you a copy of the results of the audit, if you ask us for it.

6. Termination

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

7. Intellectual property rights

You agree that no copyright, other intellectual property or proprietary rights in the Licensed Software and related documentation are transferred to you. No trademarks of eZ may be used by you without eZ’ express written permission. If permission is granted, use must always take place in accordance with our 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. Limited warranties

We warrant that the Licensed Software will remain in substantial conformance with the current documentation of the Licensed Software. We disclaim, and you waive, 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. We do not warrant that the Licensed Software will meet your requirements or that the operation of it will be uninterrupted or error-free, or that errors will be corrected. The entire risk of the Licensed Software's quality and performance is therefore with you

9. Limitation of liability

To the extent permitted by law, we do not have liability with respect to obligations described in this eZ BUL 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 we have 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 injury. We both agree that the remedies and limitations herein allocate the risks between us as authorized by law. The license fee (none) is set in reliance upon this allocation of risk and the exclusion of damages as set forth in this eZ BUL.

10. Miscellaneous

10.1 Termination for patent action

This eZ BUL shall terminate automatically and you may no longer exercise any of the rights granted to you by this eZ BUL 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 Licensed Software infringes a patent.

10.2 Transfer

Without eZ’ written permission, you may not  sublicense or otherwise transfer your rights and obligations under this eZ BUL to any other person or party. Any attempt by you to do so, will terminate this eZ BUL without further notice. eZ may assign its rights hereunder at any time without consent.

10.3 Governing law

This eZ BUL is to be governed by the laws of Norway, without regard to any conflict of law provisions.

10.4 Disputes and legal venue

If we disagree, you and eZ will first attempt to resolve the disagreement through discussions and negotiations. 

If you and eZ cannot agree, the dispute can be referred to Oslo City Court as mandatory legal venue by either one of us. However, if you are located in a country that does not have a bilateral or multilateral ruling enforcement treaty with Norway, the dispute must 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 is to be Oslo, Norway. The arbitrator (only one) will decide based on this eZ BUL and Norwegian law. We both agree that the arbitrator will have the power to decide all matters, and to award any remedies. 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 eZ BUL.

10.5 Notices

Any notices we need to send each other, must be delivered and addressed to you at the address you provided to eZ (or our representative) at the time of the order, and to eZ at

Attn: Software Licensing Dept.,

eZ Systems AS,

Klostergata 30,

N-3732 Skien,

Norway 

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

10.6 Export law assurances

You are responsible for complying with any applicable local laws, including export and import regulations.

10.7 Entire agreement

This eZ BUL comprises the entire agreement, and replaces all earlier proposals, understandings and agreements, oral and written, between us.

10.8 Update of terms

In order to be able to manage all those licensing software from us, we may from time to time in our discretion 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  objected in writing to us, the new version of the eZ BUL is to be deemed as accepted by you.

Now – enjoy the software!