Intrapages Software License Agreement
This Software License Agreement including its Annex (“SLA”) applies to you and Consili Consulting AB (“Consili” or “We”) for the licensing and use of our software, which includes the Consili software and all versions, features, applications and modules thereto (“Software”). This SLA also covers any associated media, printed materials and electronic documentation that we make available to you (with our Software and “Product”). Future releases of our Product may warrant amendments to this SLA.
BY CLICKING “I ACCEPT” DOWNLOADING OR OTHERWISE USING OUR SOFTWARE, YOU AGREE TO ALL TERMS AND CONDITIONS OF THIS SLA. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS SLA, PLEASE IMMEDIATELY RETURN, DELETE OR DESTROY ALL COPIES OF OUR SOFTWARE IN YOUR POSSESSION.
We hereby grant you a license to use the Product during the license term that is indicated on your software order form (“Software Order Form”). The license granted is non-exclusive and non-transferable. Details are set out in your Product Documentation. “Product Documentation” means your Software Order Form, all information and descriptions published by us on our website or any written communication you have received from us regarding your license.
Unless expressly provided in this SLA, you may not directly or indirectly:
- (i) Transfer, assign or sub-license your license rights to any other person or entity, or use or permit our Software to be used for third-party services. (You acknowledge that any attempted transfer, assignment, sub-license or use will be void.)
- (ii) Make error corrections to or otherwise modify or adapt the Product or decompile, decrypt, disassemble, reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Product or of any files contained in or generated using the Product or otherwise reduce the Product to human-readable form.
- (iii) Circumvent or provide a method to circumvent any Technological Protection Measures (TPM) in the Product.
- (iv) Use the Product in any manner that we do not expressly authorize in this SLA.
MAINTENANCE OF THE SOFTWARE
The Customer’s right to use the Software, in accordance with this Agreement, includes the right to receive all new versions of the Software.
Consili reserves the right to make new versions of the Software and patches for the Software available for the Customer to download via the Internet or similar service.
The Customer is obligated to use the latest version of the Software supplied.
Subscription licences for one year periods shall renew automatically for another period upon expiration of each year.
The maintenance fee for the Software may be increased annually up to the increase in the last available and official Labour Cost Index (LCI and branch) without notifying the Customer. Consili can increase the fee above this where there is a significant change in- or value added to the content of the Software.
Our Product includes significant elements (e.g., organization, algorithms, logic) that we maintain as confidential information; it is a trade secret of and proprietary to us, our suppliers or licensors, including the specific internal design and structure of individual programs and associated interface information. You must maintain our Product in confidence and prevent disclosure of its confidential aspects.
RESERVATION OF RIGHTS
You acknowledge that all intellectual property rights in our Product belong to us and our licensors. Rights in our Product are licensed (not sold). You have no right or title in our Product other than the limited right granted under this SLA. We, and our licensors, retain ownership of all copies of our Product and reserve all rights not expressly granted to you under this SLA.
You agree to pay us all fees detailed on your Software Order Form in accordance with the agreed upon payment terms. Fees do not include sales, use, value added or other taxes (including applicable withholding taxes), all of which are your responsibility. Bank and credit card charges at your expense. All fees are payable in the currency indicated on your Software Order Form, within 14 days after the date of our invoice. Overdue amounts may be subject to a service charge of 1.5% per month, but no more than the amount allowed by law.
Consili guarantees that the Software will perform substantially as described in the Documentation, provided it is properly licensed and set up according to the Documentation. The Customer and Consili agree that the Software will not be completely free of errors in any version, and that they consequently have entered into this Agreement.
Consili is obligated to inform the Customer about which operating systems- and versions, and which database systems the Software supports.
If the Software does not function in accordance with the limited warranty specified in this Agreement, Consili shall correct the verified errors or defects in the Software at its own cost. Consili may choose to replace the Software instead of correcting it. If Consili does not correct the verified errors or defects or replace the Software within a reasonable period of time, the Customer can cancel the Agreement. In such a case, the Customer has the right to a refund of the maintenance fee for up to one year. Apart from this, the Customer shall not be entitled to make any claims against Consili. If Consili is held responsible for the payment of compensation to the Customer as a result of breach of any of the contractual obligations specified in this Agreement, such compensation shall not under any circumstances include compensation for indirect or consequential losses or damages of any kind that arise as a result of or in connection with such a breach, including but not limited to any loss of data, production, revenue or profit. Any refund and compensation for direct losses and costs shall not exceed one year’s maintenance fee in total.
DISCLOSURE FOR MARKETING PURPOSES
The Customer accepts that Consili may refer to the Customer’s use of the Software for general marketing, unless the Customer has reserved the right not to allow this.
Consili can terminate this Agreement with immediate effect if the Customer breaches any of his obligations under this Agreement or if the Customer becomes insolvent or goes bankrupt. The Customer can cancel this Agreement by submitting written notification to Consili 3 months before expiration of the agreement. Written notification of cancellation must be confirmed as being received by Consili within the expiration of the deadline for the Customer to have the right of cancellation.
TERMINATION OF SOFTWARE DEVELOPMENT
Consili is not obligated to continue to supply new versions of the Software if Consili decides to discontinue the development or distribution of the Software, in whole or in part, regardless of the reason for this. The Customer shall receive written notification about such a decision within a reasonable period of time. If Consili discontinues the development or distribution of the Software, Consili shall have no further obligations or liabilities with respect to the Software or this Agreement. The Customer may continue to use the latest version of the Software supplied by Consili in accordance with the Agreement at his own risk and without paying the maintenance fee. Beyond this, the Customer shall have no further rights to the Software and the conditions of this Agreement shall apply as before.
This SLA (including your Software Order Form, each as amended from time to time) is the entire agreement relating to our Product; it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to our Product. This SLA prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement, confirmation or other document issued by you – even if signed and returned by us, or if such a purchase order or other document issued by you contains language to the contrary. To the extent the terms of any Consili Terms of Sale, frequently asked questions (FAQs), policies or programs conflict with the terms of this SLA, the terms of this SLA will prevail and control.
GOVERNING LAW – DISPUTES – LEGAL VENUE
The rights and obligations of the parties under the Agreement shall in their entirety be governed by Swedish law. If a dispute arises in connection with the interpretation of this Agreement, the parties shall attempt to resolve the dispute through amicable negotiations. If the dispute cannot be resolved in this way, it shall be referred to the ordinary courts of law with the registered address of Consili as the exclusive venue.
- (i) In the event this SLA or any part thereof is found illegal, invalid or unenforceable, the parties shall agree on a provision that best reflects the respective clause and that is legal, valid and enforceable.
- (ii) Nothing in this SLA, express or implied, is intended to infringe on the legal rights of any other person or entity.
- (iii) You may assign, pledge or otherwise transfer this SLA, or any rights or obligations hereunder to a third party only with our prior written approval.
- (iv) Headings are solely for convenience; they serve no other purpose and should not be interpreted.
All notices must be made in writing. An email is sufficient. All notices must be addressed to:
Consili Consulting AB
Norra Hamngatan 18
411 06 GÖTEBORG, Sweden