IMPORTANT: Please read the following license agreement carefully.
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 Platform Enterprise Edition content
management system or other software product downloaded (such as eZ Commerce), 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 Platform 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 Platform 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 Platform Enterprise Subscription Agreement for the
prices and terms of payment, that apply.
Within six months of the termination or expiration of any such eZ
Platform Enterprise Subscription Agreement, all use of the Licensed
Software has to stop, unless the eZ Platform 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 Platform
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,
Porselensvegen 18,
3920 Porsgrunn
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.
