...

For the purpose of this Agreement, "End User" means (i) either you as an individual or (ii) your company, if you are using Dataloy products or services in your capacity as an employee or agent of a company. You identify the specific "End User" during the registration process.

2. DEFINITIONS

...

Dataloy may from time to time modify this Agreement and any referenced policies or other documents. Such modifications shall be published on Dataloy's website (Dataloy Support) and shall be legally binding for End User as from the date of the first yearly renewal thereafter of the mandatory Maintenance and Support Agreement entered into by End User pursuant to Section 8 below. In order to keep track of such possible modifications, End User shall be obliged to check all relevant documents prior to each yearly renewal of the Maintenance and Support Agreement.

2. DEFINITIONS

1. ”Agreement” shall mean this End User Agreement with incorporated references.
2. "Affiliate" shall mean any entity which End User directly or indirectly controls, through 50% or more voting control.
3. “Dataloy” means Dataloy Systems AS, a company duly registered under the laws of Norway, with company no. 984 316 453 and address Domkirkegaten 3, 5017 Bergen, Norway
4. “Date of Delivery” shall mean the day that the Licensed Software was received by the End User or made available to End User online by Dataloy as a Hosted Service.
5. “Documentation” shall mean user manuals and other published specifications related to the Licensed Software.
6. “End User” shall mean the company (or individual) purchasing Dataloy Software or Hosted Services and thereby submitting to the terms and conditions of this Agreement.
7. “Error” shall refer to the Licensed Software or part of the Licensed Software that does not operate in conformity with Dataloy's user manuals found in the Dataloy Knowledge Base.
8. “Hosted Services” shall mean any Software or service purchased by End User as a hosted service hosted by Dataloy, which among others may include online/on-demand versions of Licensed Software, mere hosting services, etc.
9. “Intellectual Property Rights" shall mean all and any intellectual property rights arising under statute, regulations, ordinance, common law, treaty, convention or otherwise, and whether or not vested or inchoate, including, without limitation patents and inventor's rights, copyrights and neighbouring rights, trademark rights, design rights, rights to trade secrets and Confidential Information, know how, etc.
10. “License” shall mean the limited usage right to the Licensed Software and/or Hosted Services granted to End User according to Clause 4 below.
11. “License Fee” shall mean the up front fee(s) payable by the End User for the right to use the Licensed Software and/or the Hosted Services according to the prices specified in the Price List in effect at the time of purchase.
12. “Licensed Software" shall mean the Software purchased by End User, either as a software product or a Hosted Service, through placement of order(s) as prescribed in this Agreement, including all updates, revisions, modifications, bug fixes, and new versions and releases thereof rightfully received by End User. Purchases are made by End User through submission of Dataloy's online order form and confirmed automatically through order confirmations generated by Dataloy.
13. “Maintenance and Support Fee” shall mean the yearly maintenance and support fee to be paid by End User, in addition to the License Fee, as long as the End User subscribes to Dataloy's Maintenance and Support Services.
14. "Maintenance and Support Services" shall mean such maintenance and support services as described in Maintenance and Support Services.
15. “Price List” shall mean Dataloy's standard price list at any time, stating the license fees (prices) related to Software products and Hosted Services. All prices are stated ex VAT and other applicable fees and taxes.
16. “Software" refers to any object code computer program or plugin included in the software suite offered by Dataloy at any time.
17. “User” shall mean any individual person rightfully authorised by the End User to use the Licensed Software in accordance with this Agreement.

...

6. OWNERSHIP OF SOFTWARE AND HOSTED SERVICES

All rights, title, ideas, know-how, techniques and interest in and to, and all Intellectual Property Rights in and related to, the Software and the Hosted Services and databases and collections of business sensitive data contained therein, including any improvements or modifications made to the Software and Hosted Services during the term of this Agreement, are and shall remain owned solely, exclusively and in its entirety by Dataloy, its successors and assigns. Nothing in this agreement shall be held or interpreted as transferring any such proprietary rights to End User.

7. CONFIDENTIAL INFORMATION

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 authorisation from the Disclosing Party.

The parties shall use the other party’s Confidential Information only for the purposes of, and in performance of their rights and obligations under, this Agreement. The parties shall as a minimum treat the Confidential Information in the same manner as they, or any diligent person, protects its own Confidential Information. The End User is permitted to disclose the Confidential Information to its employees and independent contractors on a need to know basis, provided that such employees and/or independent contractors have signed a written confidentiality agreement including the same terms as stated in this Agreement.

The End User shall be responsible for, and shall indemnify and hold the Dataloy harmless from, any damages, expenses or costs resulting from unauthorised disclosure of Confidential Information.

The End User shall:

1. Inform its personnel of the duties, rights and obligations under the Agreement
2. Keep a list of all copies (including backup copies) of the Licensed Software and their location of archive
3. Protect the Licensed Software against any action from its own personnel or others that could lead to breach of the Agreement.

The provisions of this Section shall survive termination of this Agreement for so long as the Confidential Information remains confidential.

8. MAINTENANCE AND SUPPORT SERVICES

End User shall be obliged to purchase Maintenance and Support Services from Dataloy for all Licensed Software and Hosted Services covered by the License. Maintenance and Support Services are governed by Dataloy's standard terms and conditions available in the Maintenance and Support Services description. End User's License to use the Licensed Software and Hosted Services or any parts thereof according to this Agreement expires as of the date when the End User terminates it's subscription to Maintenance and Support Services.

9. TRAINING

End User should ensure that its Users have a basic understanding of the capabilities and limitations of the Licensed Software and Hosted Services. All Users need the necessary training and competence to perform the work associated with the use of the Licensed Software and must study the relevant Dataloy user manuals found in the Dataloy Knowledge Base.

The End User will appoint a sufficient number of superusers to be trained by Dataloy before start using the system.

Dataloy will discuss with End User if on-site or remote training is most suitable using Dataloy’s standard conditions for such services.

10. TRANSFER RESTRICTIONS

End User may not transfer this Agreement to any third party or grant any sublicenses without the prior written approval of Dataloy. Licensed Software cannot be moved to a different site without the prior written approval of Dataloy. If assistance in transferring the Licensed Software to another computer is needed, assistance will be charged according to the Dataloy’s standard consulting rates.

11. MARKETING

Dataloy may include End User’s company name in a list of Dataloy customers and Licensed Software users. In addition, Dataloy may publicise the existence of this Agreement.

Upon Dataloy’s reasonable request, End User will provide Dataloy with electronic versions of End User’s company logo, product logo(s), and product shots. End User agrees that Dataloy may use these items in its literature and advertising.

12. TERMINATION

The License commences on the Date of Delivery and will, until its expiration, not terminate provided that End User complies with the provisions of this Agreement.

If one party breaches its payment obligations, goes bankrupt, or seeks bankruptcy protection, or in other ways materially fails to fulfil its obligations according to this Agreement and fails to rectify this non-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-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.

End User may terminate the Agreement upon three (3) months prior written notice.

Upon lawful termination of the Agreement, the End User shall immediately cease to use all Licensed Software and Hosted Services and return all copies of the Licensed Software, Documentation and hardware key(s) covered by the Agreement to the Dataloy.

The End User shall inform all of its relevant personnel that the Agreement has expired. The End User shall inform Dataloy in writing when the End User has completed his obligations on termination. The End User's obligations shall be fulfilled and notice shall be sent within fifteen (15) calendar days after termination.

13. EXTENSION OF AGREEMENT

The End User may request additional licenses by adding additional Software to the Licensed Software and increasing the number of authorised Users. For such additional licenses, separate order forms must be submitted and End User shall pay additional License Fee(s) according to the Price List. Such additional licenses will also increase the Maintenance and Support Fee(s). All additional licenses are subject to the terms and conditions of the Agreement., title, ideas, know-how, techniques and interest in and to, and all Intellectual Property Rights in and related to, the Software and the Hosted Services and databases and collections of business sensitive data contained therein, including any improvements or modifications made to the Software and Hosted Services during the term of this Agreement, are and shall remain owned solely, exclusively and in its entirety by Dataloy, its successors and assigns. Nothing in this agreement shall be held or interpreted as transferring any such proprietary rights to End User.

7. CONFIDENTIAL INFORMATION

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 authorisation from the Disclosing Party.

The parties shall use the other party’s Confidential Information only for the purposes of, and in performance of their rights and obligations under, this Agreement. The parties shall as a minimum treat the Confidential Information in the same manner as they, or any diligent person, protects its own Confidential Information. The End User is permitted to disclose the Confidential Information to its employees and independent contractors on a need to know basis, provided that such employees and/or independent contractors have signed a written confidentiality agreement including the same terms as stated in this Agreement.

The End User shall be responsible for, and shall indemnify and hold the Dataloy harmless from, any damages, expenses or costs resulting from unauthorised disclosure of Confidential Information.

The End User shall:

1. Inform its personnel of the duties, rights and obligations under the Agreement
2. Keep a list of all copies (including backup copies) of the Licensed Software and their location of archive
3. Protect the Licensed Software against any action from its own personnel or others that could lead to breach of the Agreement.

The provisions of this Section shall survive termination of this Agreement for so long as the Confidential Information remains confidential.

8. MAINTENANCE AND SUPPORT SERVICES

End User shall be obliged to purchase Maintenance and Support Services from Dataloy for all Licensed Software and Hosted Services covered by the License. Maintenance and Support Services are governed by Dataloy's standard terms and conditions available in the Maintenance and Support Services description. End User's License to use the Licensed Software and Hosted Services or any parts thereof according to this Agreement expires as of the date when the End User terminates it's subscription to Maintenance and Support Services.

All prices may be revised by Dataloy from time to time, usually influenced by consumer price inflation.

9. TRAINING

End User should ensure that its Users have a basic understanding of the capabilities and limitations of the Licensed Software and Hosted Services. All Users need the necessary training and competence to perform the work associated with the use of the Licensed Software and must study the relevant Dataloy user manuals found in the Dataloy Knowledge Base.

The End User will appoint a sufficient number of superusers to be trained by Dataloy before start using the system.

Dataloy will discuss with End User if on-site or remote training is most suitable using Dataloy’s standard conditions for such services.

10. TRANSFER RESTRICTIONS

End User may not transfer this Agreement to any third party or grant any sublicenses without the prior written approval of Dataloy. Licensed Software cannot be moved to a different site without the prior written approval of Dataloy. If assistance in transferring the Licensed Software to another computer is needed, assistance will be charged according to the Dataloy’s standard consulting rates.

11. MARKETING

Dataloy may include End User’s company name in a list of Dataloy customers and Licensed Software users. In addition, Dataloy may publicise the existence of this Agreement.

Upon Dataloy’s reasonable request, End User will provide Dataloy with electronic versions of End User’s company logo, product logo(s), and product shots. End User agrees that Dataloy may use these items in its literature and advertising.

12. TERMINATION

The License commences on the Date of Delivery and will, until its expiration, not terminate provided that End User complies with the provisions of this Agreement.

If one party breaches its payment obligations, goes bankrupt, or seeks bankruptcy protection, or in other ways materially fails to fulfil its obligations according to this Agreement and fails to rectify this non-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-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.

End User may terminate the Agreement upon three (3) months prior written notice.

Upon lawful termination of the Agreement, the End User shall immediately cease to use all Licensed Software and Hosted Services and return all copies of the Licensed Software, Documentation and hardware key(s) covered by the Agreement to the Dataloy.

The End User shall inform all of its relevant personnel that the Agreement has expired. The End User shall inform Dataloy in writing when the End User has completed his obligations on termination. The End User's obligations shall be fulfilled and notice shall be sent within fifteen (15) calendar days after termination.

13. EXTENSION OF AGREEMENT, ETC.

The End User may request additional licenses by adding additional Software to the Licensed Software and by increasing the number of authorised Users. For such additional licenses, separate order forms must be submitted and End User shall pay additional License Fee(s) according to the Price List. Such additional licenses, when activated (through actual use), will also increase the Maintenance and Support Fee(s). All additional licenses are subject to the terms and conditions of the Agreement.

The End User may deactivate and reactivate its authorized Users at any time, but shall at all times have at least two – 2 – active Users. After expiry of the first year of the contract period, End User shall only pay Maintenance and Support Fee with respect to active Users at any given time. A User shall be deemed to be active when actually using the Licensed Software. Dataloy will each month collect information about the number of active Users within End User, to be used as basis for the calculation of the Maintenance and Support Fee.

14. WARRANTY

Dataloy warrants that it has all necessary rights to grant the License granted under this Agreement, and the End User's use of the Licensed Software will not infringe any copyrights or other protected rights of any third party.

...

All notices to Dataloy to be given under this Agreement shall be in writing and shall be delivered personally or sent by airmail, by electronic mail, or by fax to the address set out Dataloy's order confirmation or to such other address as may from time to time be notified to End User. 

Top
Back

Related Content

{dynamiccontentbylabel:showLabels=false|showSpace=false}