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Dataloy grants to End User, and End User accepts, a nonexclusive, nontransferable and non-sublicenseable right to use Licensed Software and/or Hosted Services, in accordance with the terms and conditions of this Agreement and with the restrictions contained in this Clause 4 and in Clause 8 below (regarding mandatory Maintenance and Support Services).
The License is restricted to use of Licensed Software and/or Hosted Services only by
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authorised Users. End User will be allocated one admin-User, who may create new Users within End User according to End User's needs at any given time. The License Fee will be calculated per. User, and Dataloy will invoice End User based on the actual number of Users at any given time. End User shall be responsible for all Users' compliance with this Agreement.
A License purchased by End User is valid for the End User itself and any Affiliate of the End User. The License grants End User the right to run the Licensed Software from one single server environment, either at a location chosen by End User's or, when purchased as a Hosted Service, from a server chosen by Dataloy.
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For the purpose of this Agreement, "Confidential Information" shall mean any information and/or data in any form, whether tangible or intangible, which is disclosed to one party to this Agreement (the "Receiving Party") by the other party hereto (the "Disclosing Party") irrespective of the mode or medium by which same may be communicated, and which (a) is defined or designated as such under any provision of this Agreement and/or any other obligation of confidentiality between the parties or (b) consists of any of the following: (i) any and all object or source code of the Licensed Software, (ii) all cryptographic algorithms, all trade secrets and all business sensitive information (including but not limited to harbour- and distance data) embodied in the Licensed Software, and (iii) all customer lists, business plans, sales forecasts, and financial data of the End User or Dataloy. Notwithstanding the foregoing, "Confidential Information" shall not include any information, data and/or intelligence which: (i) is already known to the Receiving Party at the time the Receiving Party receives the information from the Disclosing Party; or (ii) is or becomes publicly known through no wrongful act of the Receiving Party; or (iii) is rightfully received by the Receiving Party from a third party who does not owe a duty of confidentiality to the Disclosing Party; or (iv) is or was independently developed by the Receiving Party prior to disclosure to the Receiving Party by the Disclosing Party; or (v) is or has previously been disclosed by the Disclosing Party to a third party other than on a confidential basis; or (vi) the Receiving Party is required by law to disclose, provided that the Receiving Party exercises its best efforts to provide the Disclosing Party with prompt prior written notice and an opportunity to contest such disclosure and discloses such Confidential Information only as and to the extent required by law; or (vii) is approved for disclosure and/or use by prior, express written authorization authorisation from the Disclosing Party.
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The End User shall be responsible for, and shall indemnify and hold the Dataloy harmless from, any damages, expenses or costs resulting from unauthorized unauthorised disclosure of Confidential Information.
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If one party breaches its payment obligations, goes bankrupt, or seeks bankruptcy protection, or in other ways materially fails to fulfill fulfil its obligations according to this Agreement and fails to rectify this non-fulfillment fulfilment within sixty (60) calendar days of receiving written notice from the other party, the other party may with immediate effect terminate the Agreement.
If the End User does not pay any amount due within agreed time, Dataloy is entitled to interest on late payments at one (1) per cent per month on the balance due. If payment is thirty (30) calendar days overdue, and End User fails to rectify this non-fulfillment fulfilment within thirty (30) calendar days of receiving written notice from the Dataloy, the Dataloy have the right with immediate effect to terminate the Agreement.
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