AGREEMENT ON DATAPARTNER OY SOFTWARE USE LICENCE AND RELATED SERVICES (“Agreement”)
You (“You” or “Licensee”) and DataPartner Oy (DataPartner) agree about the use license for DataPartner's Invest for Excel software programmed in Microsoft Excel environment and including associated media, printed materials and electronic or online documentation (if any) (hereinafter ”Software”) and certain related services (both as further described in DataPartner’s internet site www.datapartner.fi) by this Agreement.
LICENSEE AGREES THAT HE HAS READ AND UNDERSTOOD THIS AGREEMENT. LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS BELOW, BY INSTALLING, COPYING, OR USING THE SOFTWARE. IF LICENSEE DOES NOT AGREE, LICENSEE SHOULD NOT INSTALL, COPY, OR OTHERWISE USE THE SOFTWARE AND LICENSEE SHOULD DESTROY OR RETURN THE PRODUCT, ALL COPIES AND ACCOMPANYING DOCUMENTATION THEREOF.
If You enter into this Agreement as an employee or director or otherwise on behalf of another legal entity, You represent and warrant that you have the right to do so and to legally represent and bind such other person.
DataPartner is entitled to amend this Agreement. DataPartner will notify You of any changes. Your continued use of the Software after such notice shall be deemed an acceptance of any changes.
1. AGREEMENT PARTIES
2. GRANT OF LICENSE
Producer and Supplier:
DataPartner Oy (business identity code 0673049-3)
Raatihuoneenkatu 8 A
VAT Number: FI06730493
Registered in the National Board of Patents and Registration of Finland with the number 395.501, represented by Jens Westerbladh - Managing Director, Board Member and Partner
Tel: +358 19 5410 100
Fax: +358 19 5410 111
E-invoice address: 003706730493
E-invoice provider id: OpusCapita Group Oy - Itella (003710948874)
Subject to the Licensee fully complying with all terms and conditions of this Agreement and payment of all applicable fees, DataPartner grants Licensee, for the term of this Agreement, a non-exclusive, non-transferable, non-sub-licensable limited license to use the Software in object code form for Licensee's internal investment planning, valuation and cash flow modeling purposes according to the following specification of number of named-user use licenses per specific Software edition:
Software Edition and Number of Named user licenses or User subscriptions:
Installation and use. For each Named user license or a User subscription, Licensee may:
a) Install and use a copy of the Software in the specified edition on maximum 2 activated devices for the exclusive use by the named-user;
b) The Licensee shall have a right to duplicate the Software for archival and back-up purposes, but not for any other purpose. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software.
Use of Software requires internet connection for online activation and license validation, on all the devices where license is activated and used. The internet connection is not mandatory to use the program after installation is activated, however, it will need the internet connection again to reactivate the installation for each new maintenance / subscription term. If the internet connection is available, reactivation happens automatically.
License Grant for Documentation. The documentation that accompanies the Software is licensed for internal, non-commercial reference purposes only and may not be copied, granted or disclosed to any third parties.
Mandatory Activation. THERE ARE TECHNOLOGICAL MEASURES IN THIS SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED USE OF THE SOFTWARE. Licensee may not be able to exercise their rights to the Software under this Agreement unless Licensee activates their copy of the Software in the manner described during the launch procedure. The activation might involve using a control number or a license number. Licensee may also need to reactivate the Software if Licensee modifies their computer hardware or alter the Software. DataPartner will use those measures to confirm Licensee has a legally licensed copy of the Software. If Licensee is not using a licensed copy of the Software, Licensee is not allowed to install the Software or future Software updates.
New versions and updates: DataPartner may from time to time release new versions and/ or updates of the Software. If Microsoft will publish new versions of Microsoft Excel, DataPartner shall use reasonable efforts to provide Software operability with such new Microsoft Excel version within a period of 12 months from Microsoft launching the new Microsoft Excel version. DataPartner shall notify the agreed contact person about new versions. The Licensee will receive user keys for the extranet pages of DataPartner, where the newest version of the Software may be downloaded. New versions of the Software contain improvements to the Software, new functionality, legislative changes etc. New versions and updates are included in the on-going fee described below.
User support by telephone hotline and e-mail: User support contact information will be delivered together with the Software. Named users covered by the Software use license are entitled to receive user support.
A) Current local support, delivered by local business partner of DataPartner.
Check for our local support: www.datapartner.fi/en/company/contact.
B) Producer's support. DataPartner will provide user support for the Software by online chat, e-mail or by telephone (on weekdays during European office hours) in English. The online chat is availabile at the website: www.investforexcel.com. E-mail: email@example.com.
Tel: +358 19 54 10 100.
Training: On-going License fee includes the free participation in trainings that are equal to the number of licenses covered by on-going fees at one 12-month contract period. 1 participation = 1 person attending one training day. Unused participations may not be carried forward to following 12-month contract periods. The participations may be used in different forms:
a. Open workshops organized by DataPartner or DataPartner business partners. The available dates, locations and topics for open trainings are presented on DataPartner's webpage www.datapartner.fi.
b. Customer specific workshops (internal). The workshops are customized to Licensee needs and are delivered at Licensee's locations for travel costs only. One free internal training day is counted as the total usage of Licensee's participations attributed to 5 Enterprise licenses or 10 Pro licenses or 15 Standard licenses or 30 Lite licenses. The internal trainings can also be ordered according to the valid price list and then they are chargeable.
c. Live Web Trainings. One person attending one public live web training is counted as one participation. The available dates and topics for Live Web Trainings are presented on DataPartner's webpage www.datapartner.fi.
4. NO WARRANTY
The Licensee shall pay one-time fee (if applicable) and on-going fees for the License. One-time fee for the License is as set forth in the table above and shall be paid as prepayment as instructed in the course of the online process.
On-going fee is automatically charged or invoiced yearly in advance, according to the active list price. The first on-going fee is charged for the first year starting from the following month. The following on-going fees will be calculated and automatically charged or invoiced annually, in yearly periods.
The on-going fee will be either automatically charged or invoiced and payable in advance at the beginning of each new maintenance / subscription term. If charged automatically, DataPartner will use the same payment method as was used during initial purchase and will automatically email the receipt. If not charged automatically, DataPartner will issue the invoices to the invoicing address provided by the Licensee. Terms of payment for on-going fees and other charges is 14 days from the date of the invoice issuing as a bank transfer to DataPartner account: Nordea Bank, IBAN FI5811243000041080, SWIFT: NDEAFIHH; or as an online payment by credit card at https://www.datapartner.fi/pay.
DataPartner reserves the right to change the one-time fees and the on-going fees without written notification provided, however, that an increase will not result in more than 5% increase in the on-going fees. In the event of an increase of on-going fees greater than 5%, DataPartner will notify the Licensee of the increase at least two months before the increase becoming effective and the Licensee shall be deemed to have accepted the increase unless the Licensee terminates the Agreement at least one month before the start of new term, in accordance with clause 12 of this Agreement.
DataPartner shall add value added tax and/ or similar taxes according to the regulations in force.
5. RESERVATION OF RIGHTS AND OWNERSHIP; PROPRIETARY RIGHTS AND NOTICESTO THE EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE ACKNOWLEDGE THAT THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. DATAPARTNER HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIAL PURPOSE AND NON-INFRINGEMENT. THERE IS NO WARRANTY BY DATAPARTNER OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR THE SERVICES WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE LICENSEE'S INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT.
6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY
DataPartner reserves all rights not expressly granted to Licensee in this Agreement. The Software is protected by copyright and other intellectual property laws and treaties. DataPartner owns the title, copyright, and other immaterial property rights in the Software. The Software is licensed, not sold. This Agreement does not grant Licensee any rights to trademarks or service marks of DataPartner. The title or other intangible rights will not pass to the Licensee. Licensee shall not remove, modify, obscure any copyright, trademark, patent or any other proprietary legend or notices marks or labels contained on or within any copy of the Software or documentation, or any portion thereof.
Licensee agrees to hold the Software and any other documentation or information provided by DataPartner as confidential and not to use the same except as explicitly allowed by this Agreement.
7. NO RENTAL/COMMERCIAL HOSTINGLicensee shall not, nor allow, authorize or assist others, to circumvent any technical measure, modify, alter, adapt, translate, reverse engineer, reverse compile, disassemble, decompile or otherwise attempt to discover or derive source codes, algorithms or underlying ideas from the binary code of the Software except only to the extent expressly permitted under applicable law or create derivative work based on the Software.
8. ADDITIONAL SOFTWARE/SERVICESLicensee shall not disclose, sell, make available, rent, lease, time share, market, commercialize, sub-license, provide commercial hosting or otherwise assign, transfer, disclose, distribute the Software or otherwise use the Software or information derived from the Software in any manner inconsistent with or not expressly permitted under this Agreement.
9. UPDATESThis Agreement applies to updates, supplements, add-on components, or Internet-based services components, of the Software that DataPartner may provide to Licensee or make available to Licensee after the date Licensee obtain their initial copy of the Software, unless they are accompanied by separate terms. DataPartner reserves the right to change or discontinue Internet-based services provided to Licensee or made available to Licensee through the use of the Software.
10. SOFTWARE TRANSFERTo use Software identified as an update, Licensee must first be licensed for the software identified by DataPartner as eligible for the update.
11. TERMS OF DELIVERY AND INSTALLATION
a) Internal. Licensee may transfer their copy of the Software to a different user or device within the same legal entity provided that the transferee shall be advised and agrees to abide by the terms and conditions of this Agreement. Before the transfer, Licensee must deactivate and remove the Software from all former devices(s).
b) External: forbidden. Licensee may not transfer, re-sell or assign the Software or any related material to any other third parties without the written permission of DataPartner.
12. TERM AND TERMINATIONThe Licensee will be responsible for the installation to the workstations. The necessary installation and user instructions will be included in the Software delivery if not integrated into the Software package.
13. LIMITATION OF LIABILITY
This Agreement shall become effective from the moment the Licensee clicks an "accept" button or a logical equivalent and/or installing or using the Software ("Effective Date") and shall remain in force until the end of the first annual maintenance / subscription term.
The Agreement will renew automatically for the subsequent annual term unless terminated by either Party in writing at least one month before the end of the previous term.
Notwithstanding anything to the contrary in this Agreement and without prejudice to any other rights:
a) DataPartner may terminate this Agreement if Licensee is in material breach of the terms and conditions of this Agreement. Failure to make the payments to DataPartner pursuant to this Agreement is deemed a material breach by the Licensee.
b) DataPartner may terminate this Agreement immediately should any Software or part thereof become, or in DataPartner's reasonable opinion be likely to become, the subject of a claim of infringement of a patent, trade secret or copyright or another immaterial property right.
Upon termination, expiry or cancellation of this Agreement for any reason, all licenses granted hereunder shall cease with immediate effect, the Licensee shall cease using Software and Licensee must destroy all copies of the Software and related material. If the termination takes place in the course of a pre-paid contract period, the due fees for that period will not be cancelled or reimbursed.
14. ENTIRE AGREEMENT; SEVERABILITYIN NO EVENT SHALL DATAPARTNER BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF DATAPARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE DATAPARTNER'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF THE ONE-TIME FEE ACTUALLY PAID BY LICENSEE HEREUNDER. These limitations do not apply to any liabilities that cannot be excluded or limited by applicable mandatory laws.
15. APPLICABLE LAWThis Agreement is the entire agreement between Licensee and DataPartner relating to the subject matter of this Agreement and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this Agreement. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. This Agreement may not be modified, amended or cancelled, in whole or in part, except by written agreement signed by both parties.
The laws of Finland without reference to its choice of law rules shall govern this Agreement.
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 Finnish Central Chamber of Commerce. The arbitration shall take place in Helsinki, Finland. The Parties have nevertheless right to claim for outstanding receivables under this Agreement at the district court of Helsinki as the first instance.
Either Party, before or during any legal proceedings, may apply to a court having jurisdiction for a temporary restraining order, preliminary injunction or temporary procedural remedy where such relief is necessary to protect that Party's interests in pending completion of the legal proceedings.
17. LANGUAGEThe rights granted hereunder to Licensee are contingent upon payment to DataPartner in accordance with the terms provided in the online order for the Software license and services.
18. OTHER TERMSIf this Agreement is translated into a language other than English, the English language version shall be the controlling one in case of any conflict.
DataPartner reserves the right to use the name and logo of Licensee as customer reference in marketing activities.
Neither Party shall have the right to assign this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of the other Party. Notwithstanding the foregoing DataPartner shall have the right to assign this Agreement and its rights and obligations hereunder to its affiliated company or to such a third party to which the business activities related to this Agreement have been sold or transferred. More, DataPartner may transfer its receivables under this Agreement to a third party.