License Agreement

License agreement

1. GENERAL

1.1 This License agreement shall apply to all licensing of software products defined or specified as “Standard Software Products” by Findwise AB (“Findwise”), from Findwise to the customer (“Customer”); (each a “Party” and collectively the “Parties”).

1.2 The License agreement forms an integral part of any agreement (whether oral or written) entered into between the Parties regarding the Standard Software Products (the “Agreement”).

1.3 Findwise is willing to grant to the Customer, and the Customer wishes to obtain, access to and use of the Standard Software Products in accordance with this license agreement and the Agreement.

2. GRANT OF LICENSE

2.1 During the term of the Agreement and subject to the Customer’s compliance with the terms and conditions of this Agreement, Findwise hereby grants to the Customer, and the Customer hereby accepts from Findwise, a limited, non-exclusive, non-transferable and non-sublicenseable right to install and use the Standard Software Products for the Customer’s internal business purposes only. The Standard Software Products are offered substantially or entirely in object code form (binary form, constituting a translation of source code).

2.2 In order to be able to use the Standard Software Products or a particular version thereof, the Customer is required to install certain software components. Such software components may be specified at Findwise’s webpage or in the Agreement. The Customer is responsible for ensuring that it has the software, hardware and similar equipment required for the Standard Software Products to function.

2.3 The Parties agree that any copying of the Standard Software Products, in addition to what is prescribed in mandatory legislation and what it set out in Section 4, may only take place in connection with installation of the Standard Software Products.

2.4 Subject to the terms and conditions of the Agreement, Findwise hereby grants to the Customer, and the Customer hereby accepts from Findwise, a non-exclusive, non-transferable and non-sublicenseable right to utilize any materials and documents relevant to the Standard Software Products provided from Findwise to the Customer (the “Documentation”). Documentation shall also include, without limitation, any specifications, user guides, manuals, diagrams, drawings, programs and printouts provided by Findwise to the Customer at any time during the term hereof. The user rights to the Documentation are only granted to the Customer in connection with the use of the Standard Software Products; provided, however, that the Agreement does not grant to the Customer any title or right of ownership in or to the Documentation. The Customer shall not copy any Documentation, but may obtain additional copies from Findwise at the applicable charges specified by Findwise from time to time.

3. THE STANDARD SOFTWARE PRODUCTS

3.1 Findwise shall make available the Standard Software Products, in object code only, and any Documentation in digital form. The risk for the Standard Software Products shall pass to the Customer when such Standard Software Products have been installed by the Customer. The Standard Software Products will be deemed accepted upon Findwise making them available to the Customer.

3.2 Customer shall without delay examine the Standard Software Products in order to verify that they fulfill the terms of any applicable technical specifications set out in the Agreement or otherwise specified by Findwise.

3.3 Any installation of Standard Software Products is not included, but may be agreed between the Parties in accordance with a separate consultancy agreement.

4. USE OF THE STANDARD SOFTWARE PRODUCTS

4.1 The Customer acknowledges and agrees that the Standard Software Products and any software related thereto may not be decompiled or reverse engineered except to the extent required to obtain interoperability with other independently created software or as permitted by compulsory law.

4.2 Unless otherwise provided for in the Agreement, the Customer shall not make any copies of the Standard Software Products for a use that Findwise has not expressly approved under the Agreement. The Customer shall not use or allow the Standard Software Products to be used, directly or indirectly, in any manner that would enable its affiliates, subcontractors, customers or any other person or entity to use or make any copies or verbal or media translations of any content of the Standard Software Products in whole or part, for any reason, including, without limitation, backing up data and other files merged with the Standard Software Products in breach of this Agreement.

5. CONSULTANCY SERVICES

5.1 The Parties may from time to time agree that Findwise shall provide services, development and training to the Customer (“Consultancy Services”). All such Consultancy Services are, if nothing else is specifically agreed upon writing, provided on an hourly basis in accordance Findwise’s from time to time applicable standard hourly fees. The Parties may have agreed or will agree on a separate consultancy agreement

5.2 Any timetable or specified deadlines are to be regarded as estimates, unless specifically agreed in writing. Under any circumstances Findwise is always entitled to a reasonable extension of time where they are in delay due to a) circumstances for which the Customer is liable b) any additional requests from the Customer, or c) force majeure. Findwise is never responsible for delays caused by the Customer.

6. SUPPORT SERVICES AND UPDATES

6.1 The Parties may from time to time agree that Findwise shall provide support, maintenance and updates of the Standard Software Products (“Support and Maintenance Services”). Any and all such Support and Maintenance Services (including any updates) are only provided in accordance with a separate agreed Support and Maintenance Agreement and subject to the Customer’s payment of such services.

7. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

7.1 Unless required by applicable law or agreed to in writing, Findwise provides the Standard Software Products and Documentation on an “as is” basis, without warranties or conditions of any kind, either express and/or implied, including, without limitation, any warranties or conditions of title, non-infringement, merchantability, or fitness for a particular purpose. Findwise does not warrant that: (i) the Standard Software Products will meet the Customer’s requirements; (ii) the Standard Software Products will operate in combination with other hardware or software, except as expressly specified in the Documentation; or (iii) operation of the Standard Software Products will be uninterrupted or error free. The Customer is solely responsible for determining the appropriateness of using the Standard Software Products and Documentation and assumes any risks associated with its exercise of permissions under this Agreement.

7.2 Certain items of the Standard Software Products may contain licensed elements of third party (“Findwise Licensors”) software, including open source software. In case an element that is licensed from a Findwise Licensor is included in the Standard Software Products, such part shall be considered as governed by the applicable terms of third party license or open source terms, and shall take precedence of this Agreement. Findwise does not take any responsibility for such third party software. Nothing in the Agreement limits the Customer’s rights under the terms and conditions of any applicable Findwise Licensor end user license.

7.3 The Customer shall be responsible for examining whether the Customer’s use of the Standard Software Products is encumbered by or infringes upon a right held by a third party. Findwise does not warrant that any license terms applicable for open source code does not affect the use and further distribution of the source code in the Standard Software Products.

7.4 Unless expressly stated otherwise in this Agreement, in no event shall Findwise be liable for any indirect loss or damages which is related to the Standard Software Products, Documentation or Support and Maintenance Services, such as lost profits, loss of anticipated savings, nor for any other damages that are an indirect or secondary consequence of any act or omission of Findwise, if such damages were actually foreseen, unless such damages are caused by Findwise through breach of this Agreement, malicious intent or negligence in the performance hereunder.

7.5 Except for: (i) any breach of its obligations to comply with Section 10 (Non-disclosure); or (ii) death or personal injury caused by its negligence, Findwise’s and its affiliates’ aggregate and cumulative liability for damages (regardless of the form of action, whether in contract, tort or otherwise) shall in no event exceed the fees, excluding cost reimbursements, such as travel expenses, paid by the Customer for the Support and Maintenance Services to Findwise during the current month of providing the Support and Maintenance Services.

7.6 The Customer assumes full responsibility for its use of the Standard Software Products and any information entered, used and stored thereon. Findwise is not responsible for the consequences of decisions made by the Customer or measures taken by the Customer which are based, either in part or in full, on information provided as part of the Standard Software Products.

7.7 Customer shall indemnify and hold Findwise harmless from third party claims such as claims from its users arising from or related to any use of the Standard Software Products (a) in breach of this Agreement; (b) in contravention of any requirements, procedures, policies or regulations of Findwise or its third-party providers applicable to the Standard Software Products and made known to Customer; and (c) in violation of any applicable law or regulation or in violation of the legal rights of others.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Findwise and its affiliates, or their respective suppliers or Findwise Licensors (as defined under Section 7.2) where applicable, retain all right, title and interest in and to the Standard Software Products and the Documentation, and all of Findwise’s and its affiliates’, or their respective suppliers’ or licensors’, patents, trademarks (registered or unregistered), trade names, copyrights, trade secrets and confidential information. The Customer agrees not to remove or obliterate any copyright, trademark or proprietary rights notices of Findwise or the Findwise Licensors from the Standard Software Products and shall reproduce all such notices on all authorized copies of the Standard Software Products. Customer does not acquire any right, title or interest in or to the Standard Software Products or Documentation except as expressly set forth herein.

8.2 In the event that the Customer makes suggestions to Findwise regarding new features, functionality or performance that Findwise adopts for the Standard Software Products, such new features, functionality or performance shall be deemed to be automatically assigned under this Agreement to, and shall become the sole and exclusive property of, Findwise, free from any restriction imposed upon Findwise.

9. FORCE MAJEURE

Neither Party shall be liable under this Agreement because of a failure or delay in performing its obligations hereunder on account of any force majeure event, such as strikes, riots, insurrection, terrorism, fires, natural disasters, war, governmental action, or any other cause which is beyond the reasonable control of such Party. In the event of any such delay, the date of performance shall be deferred for a period equal to the time lost by reason of delay.

10. NON-DISCLOSURE

10.1 Findwise and the Customer shall keep confidential and not without the other Party’s prior written consent, disclose to any third party any information which is of a confidential nature, whether of a commercial or technical character, furnished by the other Party pursuant to this Agreement.

10.2 The provisions of this Section 10 does not apply to: a) any information in the public domain other than through an act of negligence of the receiving Party, b) information already in the possession of the receiving Party before its receipt from the disclosing Party, c) information rightfully obtained by the receiving Party from other unrestricted sources, d) disclosure of information which is required by mandatory law, or e) information independently developed by the receiving Party without the use, in part or in whole, of information obtained from the other Party.

10.3 This Section 10 shall survive the termination of this Agreement.

11. TERM AND TERMINATION

11.1 This Agreement shall enter into force on the date specified in the Agreement. If no such date is specified the Agreement shall enter into force the date the Customer is given access to the Standard Software products). The Agreement shall continue in force for an indefinite period of time unless terminated earlier pursuant hereto.

11.2 The Customer may at any time terminate the Agreement and the license granted hereunder by giving Findwise twelve (12) months written notice.

11.3 Findwise is entitled to immediately terminate this Agreement, by written notice, in the event: a) the failure or neglect by the Customer to observe, keep or perform any of the material terms and conditions of this Agreement, b) the Standard Software Products are being used by the Customer in a manner which obviously deviates from its intended use or violates Findwise or the Findwise trademark, c) of any attempt to cause harm or undermine Findwise or another customer of Findwise, or d) the Customer is placed into bankruptcy, insolvent liquidation, enters into composition negotiations or is otherwise insolvent.

11.4 Effective with the date of expiration or termination of this Agreement, the license to the Standard Software Products shall terminate, and all rights of the Customer under this Agreement shall cease. Within fourteen (14) days following the termination of this Agreement, the Customer shall either destroy or return to Findwise the Standard Software Products and Documentation, all copies thereof, all documents, notes, and other materials related to the Standard Software Products in the Customer's possession, together with written certification by an authorized officer of the Customer that the original and all copies of the Standard Software Products and Documentation, including unauthorized copies, modifications and other related materials are no longer in use and have been returned to Findwise or destroyed.

11.5 Provisions contained in this Agreement that are expressed or by their sense and context are intended to survive the expiration or termination of the Agreement, shall so survive the expiration or termination.

       12. PERSONAL DATA

12.1 To the extent Findwise processes any Subscriber Personal Data (as defined in the DPA) contained in Subscriber Data on behalf of Subscriber, the terms of (Findwise) tietoevry Data Processing Addendum available at https://www.tietoevry.com/dpa (the "DPA"), which are incorporated herein by reference, will apply and the parties agree to comply with such terms. For purposes of the Standard Contractual Clauses referenced in the DPA, when and as applicable, Subscriber and its applicable Affiliates are each the “data exporter”, and Subscriber’s acceptance of these Terms and as applicable Affiliate’s signing of a Service Order, will be treated as signing of the Standard Contractual Clauses and their appendices.

 

       13. MISCELLANEOUS

13.1 The Parties may not transfer or assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party; provided, however Findwise may, without the consent of the Customer, assign all (and no less than all) of its rights and obligations hereunder to a successor corporation in connection with the transfer of all or substantially all of Findwise's assets to such successor corporation through sale of assets, merger, or otherwise.

13.2 This Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, negotiations, proposals and communications between the Parties.

13.3 The failure of either Party to enforce any right, power or remedy provided by law or under this Agreement does not constitute a waiver of such term and shall not affect the right later to enforce that or any other term of this Agreement.

 
      14.GOVERNING LAW AND DISPUTE RESOLUTION

14.1 The Agreement (including this License agreement) shall be governed by and construed in accordance with Swedish law, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction.

14.2 Any dispute, controversy or claim arising out of, or in connection with the Agreement (including this License agreement ), or the breach, termination or invalidity thereof shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce. The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the institute - taking into account the complexity of the case, the amount in dispute and other circumstances - determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

14.3 All arbitral proceedings conducted pursuant to Section 13.2, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing Parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third party without the prior written consent of the Party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing Parties.