SULCA license terms

SULCA LICENSE AGREEMENT TERMS

These License Agreement Terms, hereinafter “Terms”, are applicable to the license granted by the Supplier hereinafter called "Licensor", to the End User, hereinafter called "Licensee", with regard to Software. The Licensee is entitled to use Software in accordance with these Terms. Copyright and other intellectual property rights to Software shall belong to the Licensor or to a third party, e.g. a principal or a subcontractor of Licensor. All limitations of liability and indemnifications stated in these Terms and/or elsewhere in related documents in favor of Licensor shall also be for the benefit of the said third parties. No other rights than those explicitly mentioned herein are hereby granted to the Licensee. No rights are granted to the source code of the Product.

 

Software License 

Licensee agrees to obtain the license from Licensor and the Licensor agrees to grant the license to Licensee which conveys Licensee the right to use Software or parts thereof subject to the terms and fees specified by Licensor and as accepted by Licensee in these terms.

Software of the License and Scope of License:

SULCA, End-User Version in executable object code form (hereinafter Software)

Licensor shall retain exclusive rights to all proprietary information, technologies, trade secrets, inventions, copyrights, trademarks, trade dress and service mark rights, patents, patent applications, or patentable ideas related to Software and other deliverables provided by Licensor under these Terms.

Licensor grants to Licensee under the Intellectual Property Rights in and to the Software a fixed-term, non-exclusive and non-transferable license to the Software as set forth in these terms provided the Licensee has paid all applicable License fees and complies with these Terms. 

To the extent not otherwise explicitly authorized by mandatory law and/or in these terms, the Licensee may not:

  • Install or use Software on computers not possessed by Licensee.
  • Transfer, assign or lease any of the rights granted hereunder to a third party.
  • Sub-license Software or otherwise give user rights to Software to a third party.
  • Copy, modify, develop, reverse engineer, de-compile, disassemble or translate any binary code related to Software.
  • Use Software or portions of it to develop any competing products.
  • Use Software contrary to applicable laws and regulations.
  • Make available Software or parts thereof to any persons other than Licensee’s or Licensor’s employees or Licensee's consultants engaged in using the system or device for which Software was acquired, without Licensor’s prior written approval.

Licensor does not hereby commit itself to any support, maintenance, or consulting services.

 

For the avoidance of doubt, new versions of the Software may be released from time to time. New versions are available for the user to update during the duration of the purchased license.

The Licensee hereby gives Licensor the permission to refer to this Agreement and the name of the Licensee in the marketing of the Software.

THE SOFTWARE IS PROVIDED "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF COPYRIGHTS, TRADE SECRETS OR ANY PATENT AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOFTWARE IS AN EVALUATION AND ESTIMATE APPLICATION, AND LICENSOR DOES NOT GIVE ANY WARRANTIES OR GUARANTEES AS TO THE CORRECTNESS OF RESULTS AND/OR INFORMATION ACQUIRED THROUGH THE USE OF SOFTWARE. LICENSEE SHALL BE SOLELY LIABLE FOR THE USE OF SUCH RESULTS AND/OR INFORMATION AND COMPLYING WITH ALL APPLICABLE LAWS AND REGULATIONS IN CONNECTION WITH SUCH USE.

Delivery, Installation and Use

Software is delivered in executable form via Internet. The Software documentation, including the user's manuals, are provided with the software delivery by the Licensor. The requirements on Licensee’s software and hardware for installation and use of Software are described in SULCA Product Specifications. Any use of Software beyond the scope of the license is prohibited.

Termination

 Licensor has the right to terminate the license by giving Licensee a written notice thereof 30 (thirty) days prior to the desired date of termination, at the latest, in any of the following events:

  • Licensee neglects to adhere to any of its obligations under these Terms or
  • Licensee fails to pay any payments due hereunder.

Licensor may terminate the license immediately upon written notice if Licensee is filed for insolvency or bankruptcy.

Force Majeure

A delay in, or failure of, the performance of either party shall not constitute a default hereunder nor be basis for, or give rise to, any claim for damages, if, and to the extent, such delay, or failure, is caused by circumstances beyond the reasonable control of the party affected. The party who is prevented from performing by force majeure, as defined above, shall be obliged to promptly notify the other party, setting forth in reasonable detail the nature thereof and the anticipated extent of the delay, and shall try to overcome such cause as soon as reasonably possible.

Non-Disclosure

The Licensee shall undertake to keep confidential and not to disclose to any third party any information, data and material of the Software and shall not to use such information, data and material for any other purpose than for the normal use of the Software as identified in these Terms. This obligation shall be valid even after the expiration of this license. Upon the termination of this Agreement the Licensee shall destroy all information relevant to the Software and all copies thereof. 

Assignment

Licensor may assign its rights and obligations under these terms to a third party by notifying Licensee of the assignment. Licensee may assign its rights and obligations under these terms subject to Licensor’s written consent.

No Waiver

No failure to exercise, nor any delay in exercising, on the part of either party, any right or remedy under these terms shall operate as a waiver thereof. A waiver by either party of any breach of these terms shall not be construed as a waiver of any succeeding breach of these terms.

Provisions Severable

If any provisions of these terms are held to be invalid or unenforceable, such determination shall not invalidate any other provisions of these terms. The parties shall attempt, through negotiations in good faith, to replace any provisions of these terms held to be invalid or unenforceable. The failure of the parties to reach an agreement on a replacement shall not affect the validity of the remaining provisions of these terms.

Disputes and Governing Law

Any dispute, controversy or claim arising out of or relating to this agreement or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The place of arbitration shall be Helsinki. These terms shall for all purposes be construed and enforced under and in accordance with the substantive laws of Finland, without reference to rules concerning choice of law.