Book demo
mobile-logo
 

License Agreement

BETWEEN Safewhere A/S (“Licensor”)
AND [ ] (“Licensee”)
(Licensee and Licensor are individually called a “Party” and collectively called the “Parties”)

1 PREAMBLE
1.1 Whereas:
1.1.1 Licensor has developed the Safewhere Software
1.1.2 Licensor holds all intellectual property rights to the Safewhere Software;
1.2 Now, therefore, in consideration of the premises and the mutual provisions of this Agreement, the Parties hereto agree as follows:

2 SCOPE
2.1 This Agreement and any possible Safewhere Maintenance Agreement and/or Safewhere Support Agreement and/or Safewhere Consultancy Agreement regarding the Safewhere Software constitute the entire agreement between the Parties. In case of discrepancy between these agreements, this Agreement shall take precedence.

3 GRANT OF LICENCE AND RESTRICTIONS ON USE
3.1 Licensor hereby grants to Licensee a non-exclusive, non-transferable and non-assignable license to use the Safewhere Software.
3.2 The grant of license only applies to the legal entity of Licensee and does thus not cover any group company or other affiliate of Licensee. The grant of license also only applies to applications fully owned by the legal entity of the Licensee. The grant of license does not in any way give Licensee the right to resell the Safewhere Software or any parts of it. This applies to any type of product or service the Customer may deliver: e.g. both stand-alone products and/or bundled products or the like.
3.3 The grant of license in provision 3.1 also applies to patches and associated documentation to the Safewhere Software subject to possible terms set forth therein.
3.4 Licensee may not, unless explicitly permitted in mandatory regulation, or unless necessary for the legitimate use of the Safewhere Software:
3.4.1 Copy the Safewhere Software to any computers, servers, hosting systems or similar not covered by a valid license;
3.4.2 Reverse Engineer or attempt in any manner to decompile the source code of the Safewhere Software;
3.4.3 Rent, lease, sub license or copy or transfer the control of the Safewhere Software to an entity not covered by a valid license.

4 TERM OF LICENCE
4.1 This Agreement shall be effective as of the date of execution by both Parties and continue until terminated by either Party in accordance with provision 6.

5 PAYMENT
5.1 Licensee shall as part of this Agreement pay a license fee for the use of the Safewhere Software.
5.1.1 For On-premises Perpetual Licenses, Licensee shall pay a one-time fee for the Software License.
5.1.2 For On-premises Subscription Licenses, Licensee shall pay a license fee for a minimum period covering 36-month unless otherwise agreed. Unless terminated as per provision 6.1 the Subscription License is thereafter on a yearly basis automatically renewed for another 12-month period.
5.1.3 For Cloud Subscription Licenses, Licensee shall pay a monthly license fee as agreed between the Parties.
5.2 In case of late payment interest of 2% a month is calculated. If Licensee pays invoices untimely, Licensor is entitled to suspend its services and revoke all licenses included in the Agreement until full payment has taken place except where Licensee has presented reasonable justified objections to an invoice or part hereof. Licensee is furthermore required to compensate Licensor for reasonable and statutory additional costs and losses caused by any justified suspension of the services.

6 TERMINATION
6.1 Unless otherwise agreed:
6.1.1 each Party may for On-premises Perpetual and Subscription Licenses terminate this Agreement with 6 months written notice of intent to terminate the Agreement. Licensee is not entitled to any refund or discount.
6.1.2 each Party may for Cloud Subscription Licenses terminate this agreement with 1 month written notice of intent to terminate the Agreement. Licensee is not entitled to any refund or discount.
6.2 The Agreement may be terminated immedi-ately by Licensor if Licensee fails to pay due payments according to section 5 later than 30 days after due time of payment.
6.3 Each Party shall have the right to terminate this Agreement and the license granted herein, with thirty (30) days written notice of intent to terminate this Agreement, if one of following events occurs:
6.3.1 One of the Parties fails to fulfill any of its material obligations and the addressed Party does not remedy the violation within thirty (30) days written notice.
6.3.2 The other Party enters into bankruptcy, or has an official receiver appointed, or passes a resolution for voluntary liquidation or ceases trading.
6.4 Upon termination of the Agreement for any of the above reasons, the Licensee shall cease the use of the Safewhere Software immediately.
6.5 Upon termination of the Agreement for any of the above reasons each of the Parties shall within ten (10) days thereof return to the other Party or destroy all relevant material received from the other Party.

7 GATHERING OF INFORMATION
7.1 Licensee hereby grants Licensor the right to gather information from Licensee’s IT-system via the Safewhere Software, patches and updates in order to update and improve the Safewhere Software and to ensure that the Safewhere Software is only used in accordance with the Agreement.

8 REFERENCES
8.1 Safewhere shall be entitled to ethically and loyally use Licensee as a reference for marketing purposes.

9 AUDIT
9.1 Licensor shall at any time with eight (8) days notice have the right to inspect the premises of the Licensee and all and any computers where the Safewhere Software is or is believed to be installed in order to ensure the use of the Safewhere Software is in accordance with this Agreement.
9.2 If the result of the inspection shows that Licensee’s use of the Safewhere Software is not in accordance with this Agreement, Licensee shall pay any and all costs in connection with the inspection and such additional License fees which the unlicensed use would have entailed, had it been in accordance with the Agreement or Licensors normal licensing terms.
9.3 If the Licensee denies the Licensor or its representative access to undertake an inspection the Licensor shall be entitled to terminate the use of the Safewhere Software without notice and claim damages.

10 WARRANTIES
10.1 Licensor represents and warrants that it has no actual knowledge that the Safewhere Software infringes any valid rights of any third party.
10.2 Licensor warrants for a period of thirty (30) days that the Safewhere Software will in all material aspects conform to the documentation provided by Licensor to Licensee.
10.3 The warranty provided for herein is in lieu of all other warranties, expressed or implied, that may arise either by agreement between the Parties or by operation of law, including the warranty of merchantability or fitness for a particular purpose.

11 REMEDIES
11.1 Licensee’s exclusive remedy for any defect in the Safewhere Software or any claim by Licensee under this Agreement for which Licensor is responsible and Licensor’s sole obligation under provision 10 will be at the exclusive choice of Licensor to correct, in a reasonable time period, the error or defect in the Safewhere Software where the Safewhere Software does not perform substantially in accordance with the documentation, or, replace the Safewhere Software, or to refund Licensee a proportional part of the license fee which in the sole opinion of Licensor corresponds to the value of the defunct Safewhere Software or documentation.

12 LIMITATION OF LIABILITIES AND INDEMNIFICATION
12.1 Licensor’s total liability (whether in contract, tort or any other theory of liability) arising out of or in connection with this Agreement, the Safewhere Software, any output of the Safewhere Software or failure of the Safewhere Software to operate in accordance with applicable documentation, the provision of or failure to provide any Safewhere Software maintenance or other services or activities hereunder shall be limited to the amount of the discounts or fees paid in the twelve (12) months prior to the date of the claim. No action arising out of or in connection with this agreement may be brought by Licensee more than twelve (12) months after the occurrence of the event giving rise to the cause of action.
12.2 To the maximum extent permitted by applicable law, in no event shall either Party be liable to the other for special incidental indirect, consequential or other similar damages (including any damages resulting from loss of use, loss of data, loss of revenues or profits or loss of business), increased expenses of operation or the claims of third parties arising out of or in connection with this agreement, (including the performance of any software programs licensed hereunder or either Party’s performance of services or activities) or its termination, even if a Party has been advised of the possibility of such damages.
12.3 No agent, reseller, representative, employee, affiliate, parent, subsidiary, division, licensee, licensor, successor, assignee or assignor of Licensor shall have any liability whatsoever for any reason of any kind to Licensee or any third party, under this agreement or otherwise.
12.4 The provisions of this section constitute an essential and material part of this agreement and Licensor would not enter into this agreement without such limitations.

13 CONFIDENTIALITY
13.1 Licensee recognizes that the Safewhere Software is the proprietary and confidential property of Licensor. Accordingly, Licensee shall not during the term of this Agreement and for additional five (5) years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any information provided by Licensor, provided that such information was not previously known to Licensee or to the general public. Licensee further agrees to take all rea-sonable precautions to preserve the confidentiality of Licensor’s Software and shall assume responsibility that its employees will similarly preserve this information against third parties. This provision shall survive termination of the Agreement.

14 SEVERABILITY
14.1 If any provision in the Agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

15 GOVERNING LAW AND VENUE
15.1 This Agreement shall be governed by, and exclusively construed in accordance with, the laws of The Kingdom of Denmark, not taking into account its provisions that may lead to the application of any other substantial law than Danish law. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof shall be settled by the ordinary Danish courts.
15.2 Licensee irrevocably submits to the City Court of Copenhagen, Denmark, as the agreed venue in the first instance.
15.3 Notwithstanding the above, Licensor shall at its sole discretion be entitled to initiate pro-ceedings against Licensee in a court of its choice including without limitation in case of non-payment by Licensee, Licensee’s in-fringement of Licensor’s intellectual property rights or trade secrets or breach of the Agreement by Licensee.

We use cookies to collect statistical information in order to improve the website and user experience to match the needs of the majority. You can always delete the saved cookies in your browser settings.
Cookies settings
Accept
Privacy & Cookie policy
Privacy & Cookies policy
Cookies list
Cookie name Active

Privacy Policy

What information do we collect?

We collect information from you when you register on our site or place an order. When ordering or registering on our site, as appropriate, you may be asked to enter your: name, e-mail address or mailing address.

What do we use your information for?

Any of the information we collect from you may be used in one of the following ways: To personalize your experience (your information helps us to better respond to your individual needs) To improve our website (we continually strive to improve our website offerings based on the information and feedback we receive from you) To improve customer service (your information helps us to more effectively respond to your customer service requests and support needs) To process transactions Your information, whether public or private, will not be sold, exchanged, transferred, or given to any other company for any reason whatsoever, without your consent, other than for the express purpose of delivering the purchased product or service requested. To administer a contest, promotion, survey or other site feature To send periodic emails The email address you provide for order processing, will only be used to send you information and updates pertaining to your order.

How do we protect your information?

We implement a variety of security measures to maintain the safety of your personal information when you place an order or enter, submit, or access your personal information. We offer the use of a secure server. All supplied sensitive/credit information is transmitted via Secure Socket Layer (SSL) technology and then encrypted into our Payment gateway providers database only to be accessible by those authorized with special access rights to such systems, and are required to?keep the information confidential. After a transaction, your private information (credit cards, social security numbers, financials, etc.) will not be kept on file for more than 60 days.

Do we use cookies?

Yes (Cookies are small files that a site or its service provider transfers to your computers hard drive through your Web browser (if you allow) that enables the sites or service providers systems to recognize your browser and capture and remember certain information We use cookies to help us remember and process the items in your shopping cart, understand and save your preferences for future visits, keep track of advertisements and compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future. We may contract with third-party service providers to assist us in better understanding our site visitors. These service providers are not permitted to use the information collected on our behalf except to help us conduct and improve our business. If you prefer, you can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies via your browser settings. Like most websites, if you turn your cookies off, some of our services may not function properly. However, you can still place orders by contacting customer service. Google Analytics We use Google Analytics on our sites for anonymous reporting of site usage and for advertising on the site. If you would like to opt-out of Google Analytics monitoring your behaviour on our sites please use this link (https://tools.google.com/dlpage/gaoptout/)

Do we disclose any information to outside parties?

We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information. This does not include trusted third parties who assist us in operating our website, conducting our business, or servicing you, so long as those parties agree to keep this information confidential. We may also release your information when we believe release is appropriate to comply with the law, enforce our site policies, or protect ours or others rights, property, or safety. However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.

Registration

The minimum information we need to register you is your name, email address and a password. We will ask you more questions for different services, including sales promotions. Unless we say otherwise, you have to answer all the registration questions. We may also ask some other, voluntary questions during registration for certain services (for example, professional networks) so we can gain a clearer understanding of who you are. This also allows us to personalise services for you. To assist us in our marketing, in addition to the data that you provide to us if you register, we may also obtain data from trusted third parties to help us understand what you might be interested in. This ‘profiling’ information is produced from a variety of sources, including publicly available data (such as the electoral roll) or from sources such as surveys and polls where you have given your permission for your data to be shared. You can choose not to have such data shared with the Guardian from these sources by logging into your account and changing the settings in the privacy section. After you have registered, and with your permission, we may send you emails we think may interest you. Newsletters may be personalised based on what you have been reading on theguardian.com. At any time you can decide not to receive these emails and will be able to ‘unsubscribe’. Logging in using social networking credentials If you log-in to our sites using a Facebook log-in, you are granting permission to Facebook to share your user details with us. This will include your name, email address, date of birth and location which will then be used to form a Guardian identity. You can also use your picture from Facebook as part of your profile. This will also allow us and Facebook to share your, networks, user ID and any other information you choose to share according to your Facebook account settings. If you remove the Guardian app from your Facebook settings, we will no longer have access to this information. If you log-in to our sites using a Google log-in, you grant permission to Google to share your user details with us. This will include your name, email address, date of birth, sex and location which we will then use to form a Guardian identity. You may use your picture from Google as part of your profile. This also allows us to share your networks, user ID and any other information you choose to share according to your Google account settings. If you remove the Guardian from your Google settings, we will no longer have access to this information. If you log-in to our sites using a twitter log-in, we receive your avatar (the small picture that appears next to your tweets) and twitter username.

Children’s Online Privacy Protection Act Compliance

We are in compliance with the requirements of COPPA (Childrens Online Privacy Protection Act), we do not collect any information from anyone under 13 years of age. Our website, products and services are all directed to people who are at least 13 years old or older.

Updating your personal information

We offer a ‘My details’ page (also known as Dashboard), where you can update your personal information at any time, and change your marketing preferences. You can get to this page from most pages on the site – simply click on the ‘My details’ link at the top of the screen when you are signed in.

Online Privacy Policy Only

This online privacy policy applies only to information collected through our website and not to information collected offline.

Your Consent

By using our site, you consent to our privacy policy.

Changes to our Privacy Policy

If we decide to change our privacy policy, we will post those changes on this page.
Save settings
Cookies settings