End User License Agreement for XER Reader

General October Software ApS and XER Reader license

This End User License Agreement governs the terms and conditions under which you will enter in a business relationship with us and with its acceptance or signature (depending you are agreeing digitally to the terms and conditions herein or you are signing a hard copy version of this EULA) you are bound by this EULA. This EULA is the legal contract producing rights and obligations between you and October Software ApS for the product and services encompassed hereinabove.

1. Definitions

2. Software License

2.1 Scope

By accepting this End User License Agreement, the Licensee obtains a restricted, non-exclusive, non-transferable (except where Licensor agrees otherwise in writing), non-assignable right to use license of the Software on its IT-systems or work stations, depending on the edition of the Software purchased, for the purposes described in the Documentation (hereinafter “the License”).

The Software is a professional product and the License covers use for the Licensee’s own business purposes, including commercial project work carried out by the Licensee or on behalf of the Licensee’s clients. What the License does not permit is making the Software itself available to third parties, whether by re-sale, rental, sub-licensing, hosting it as a service, or operating it on behalf of anyone who is not covered by the Permitted Number.

The Software is licensed as a Software Subscription License. The Licensee has the right to use every release of the Software issued while the subscription is active, and support is available throughout that period. When the subscription period ends and is not renewed, the License is automatically disabled and the Software can no longer be used. The Software is offered in the following editions, which may be changed or amended from time to time by Licensor without obligation for prior announcement towards Licensee or further potential customers:

• XER Reader – the core viewing and analysis edition, for a single Planner Login.
• XER Reader Pro – the professional edition, for a single Planner Login, adding the analytical, export, Querying and layout functionality published for that edition.
• XER Reader Cloud – the sharing and collaboration edition, which adds zero install schedule sharing for Shared Users, and which is offered in the Cloud Project, Cloud Portfolio, Cloud Business, Cloud Enterprise and Cloud Corporate tiers. Each tier carries its own Permitted Number and its own service level, and custom tiers may be agreed individually with Licensor.

The functionality, quotas and service level included in each edition and tier are those published by Licensor on its website for that edition at the time of purchase.

2.2 User Right

The License granted to the Licensee to use the Software, Documentation and the relevant parts hereof will depend on the edition of the Software purchased. The License shall terminate without prior notice upon expiry of the subscription period if it is not renewed.

2.3 Restrictions

The Licensee shall not, and shall not permit others to (a) make error corrections to or otherwise modify or adapt the Software, or create derivative works based upon the Software or Documentation, or (b) decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form, except as allowed by applicable legislation, or (c) remove any identification or notices contained on the Software or Documentation, or (d) rent, lease, lend, sub-license, assign, sell, transfer, disclose, or otherwise make available the Software or Documentation, or any copies thereof, to any third party except as authorized by the Licensor in writing.

2.4 Subscription License

A Subscription License provides the Licensee with a limited right to use the Software within the period covered by the subscription. A Subscription License automatically renews unless cancelled by the Licensee. The Licensee may install and use any update or upgrade of the Software released during the subscription period. A Licensee who subscribed online may cancel or make a Plan Change from the Manage option in the account dashboard; a Licensee who purchased directly from Licensor should contact Licensor.

Cancellation takes effect at the end of the current subscription period, not immediately. A cancelled subscription remains fully usable until that period ends, and no refund is due for the remainder of the period. The Licensee may reverse a pending cancellation at any time before the period ends.

If a renewal payment fails, the subscription enters an overdue state. While the subscription is overdue the Licensee retains the account but loses access to the functionality of the edition until the outstanding balance is settled, which the Licensee may do from the Manage option. If the balance is not settled, the subscription is cancelled.

2.5 Free Trial

A Free Trial may be activated automatically when a new account is confirmed. It requires no payment card and gives access to the functionality published by Licensor for the Free Trial. The Free Trial is provided so that the Licensee may review and evaluate the Software.

A Free Trial is granted at Licensor’s discretion and is normally available only once per email address, including where an account created with that address has since been deleted.

The Free Trial ends automatically when the Trial Period expires. No payment is taken and nothing renews. To continue using the Software after that point the Licensee must purchase a subscription.

The Free Trial is not an entitlement and forms no part of what the Licensee purchases. Licensor sets the length of the Trial Period and may lengthen it, shorten it, change what the Free Trial includes, or withdraw the Free Trial altogether, at any time and without prior notice. This applies to a Free Trial already in progress as well as to future ones, and Licensor incurs no liability towards the Licensee for doing so.

2.6 Planner Logins, Managed Logins and Shared Users

Each Planner Login is personal to one individual. Logins must not be shared between individuals, and the number of Planner Logins available to the Licensee is the Permitted Number for the edition purchased.

Where an XER Reader Cloud subscription includes more than one login, the Licensee may create and administer Managed Logins for members of its team from its dashboard, up to the Permitted Number for its tier. A Managed Login functions as an ordinary account. The Licensee that holds the subscription creates, assigns and withdraws each Managed Login, is responsible for the acts and omissions of the individuals who use them, and must ensure that each of those individuals complies with this EULA. Managed Logins exist only for the term of the Licensee's subscription and end with it.

A Shared User opens a published schedule through a sharing link, in a browser, without installing the Software, and may only do what Licensor publishes as available to Shared Users for the relevant edition. The Licensee is responsible for deciding which schedules it publishes, with whom it shares the resulting links, and for the content of those schedules. Licensor may suspend a sharing link that is used in breach of this EULA.

2.7 Software Maintenance and Assurance

a. Licensor agrees to provide Software Maintenance and Assurance (SMA) pursuant to the terms and conditions set forth herein. SMA is included in the Software Subscription License and carries no separate charge. The SMA period is the subscription period: it begins when the subscription begins, runs for as long as the subscription is active, and renews with it. If the subscription is not renewed, SMA ends at the same time and the Software can no longer be used.

b. SMA Services include the following:

i. Maintenance – Support for current versions of the Software is provided by email. Support hours are Monday to Friday, 9:00 to 16:00 CET, excluding Danish public holidays. Licensor aims to reply within one working day, and sooner where the problem is urgent. A request sent outside support hours is picked up on the next working day.

• How long a full answer takes depends on what is asked. Questions about licences, downloads, installation and how a feature works are normally answered within a working day or two.
• Reported defects, change requests and suggestions carry no fixed resolution time. How long they take depends on the severity of the issue and on when the next release or patch carrying the fix is scheduled.

ii. Assurance – Customers are entitled to receive all new versions and upgrades during the SMA period.

• All customers are entitled to receive all upgrades available during the SMA period.

iii. Supported versions – SMA applies to the current release of the Software. While the subscription is active the Licensee is entitled to every new release, so staying on a supported version requires no more than installing the update the application offers. The browser based edition is always the current release and requires nothing of the Licensee.

Licensor sets a minimum supported version of the desktop application and may raise it when a new release makes an older build incompatible with the service, without separate advance notice. A build below that minimum stops working with the service until it is updated; the application tells the Licensee that an update is required and where to obtain it. Keeping the Software on a supported version is the Licensee’s responsibility, and Licensor has no obligation to maintain the service for builds below the minimum.

c. Exclusions – Licensor’s obligation to provide SMA is contingent upon proper use of the Software and full compliance with this Agreement. There is no obligation to provide SMA if services are required due to:

• Failure to operate the Software within the system requirements specified by Licensor.
• Modification or attempted modification of the Software by Licensee or a third party without Licensor’s written approval.
• Failure or refusal to implement recommended Software upgrades.

2.8 Changes to Editions and Pricing

Licensor may change its prices, and may change which features belong to which edition of the Software, at any time and without prior notice to the Licensee.

Such a change does not affect a subscription that is already running. For the remainder of the subscription period the Licensee has already paid for, the Licensee remains entitled to every feature that the Licensee’s edition included at the start of that period, including any feature that Licensor has since moved to a higher edition. A changed price applies to new subscriptions, and to the Licensee from the first renewal at which the Licensee’s existing terms are no longer available. Licensor will make the new price known to the Licensee before that renewal, and the Licensee is free to cancel if the new price or the new edition is not acceptable.

A subscription that is already running continues to renew on the terms it was taken out on. In practice this means the Licensee may keep an edition, and a set of features, that Licensor no longer offers to new customers, renewal after renewal, for as long as the subscription runs without interruption. That continuation is a matter of Licensor policy and is not a right of the Licensee. The Licensee’s entitlement never extends beyond the subscription period currently paid for.

Licensor may withdraw a discontinued edition at any time, in which case the Licensee moves to a current edition from the next renewal. The continuation likewise ends if the Licensee cancels the subscription, allows it to lapse, or makes a Plan Change, and a discontinued edition cannot be taken up again once the Licensee has left it. Licensor incurs no liability towards the Licensee in any of these cases.

3. Intellectual Property Rights

The Software and any copies the Licensee is authorized to make, are independently developed, intellectual property of and owned solely by the Licensor. The structure, source and object code of the Software are valuable trade secrets and confidential information of Licensor. The Software and all its components, is protected by copyright, and are deemed to be trade secrets, no matter if registered or not, including without limitation by international treaty provisions and all applicable laws worldwide.

The Licensee may not use the Software, except as set forth in Section 2 (“Software License”) and this Agreement. Any copy that the Licensee is permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. The Licensee is prohibited to copy for further use, modify, enhance or in any way adjust, adapt or translate the Software without Licensor expressed written consent. The Licensee is prohibited to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent it may be expressly permitted to decompile under applicable law, or if it is essential to do so in order to achieve operability of the Software with another software program, provided that the Licensee has first requested the Licensor to provide the information necessary to achieve such operability and the Licensor has provide such information and granted approval within reasonable time. The Licensor shall be entitled to impose reasonable conditions and to request payment from the Licensee of a reasonable fee before providing such information. Any information supplied by the Licensor or obtained by the Licensee as permitted hereunder, may only be used by the Licensee for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression or functionality and purpose of the Software. Requests for information should be directed to the Licensor in writing. Except as expressly stated above, this Agreement does not grant Licensee any intellectual property rights to the Software or any of its components.

4. Transfer

The Licensee may not transfer or assign, rent, sell or re-sell, offer, lease, sublicense or authorize all or any portion of the Software to be copied and used by another person or legal entity other than as specified in Section 2 above, nor transfer or assign to any third party this Agreement, unless explicitly confirmed and agreed to in writing with the Licensor to do so. Licensor may transfer or assign the Software or this Agreement to a third party without requiring prior approval from Licensee and/or without any liability towards the Licensee.

5. Customer Data

“Customer Data” means the schedules the Licensee opens, uploads or publishes through the Software, together with anything the Licensee creates in the Software and Licensor stores on its behalf, such as workspace layouts and published shared schedules. Customer Data belongs to the Licensee. Licensor holds it on the Licensee's behalf, will maintain it in confidence except where the Licensee chooses to publish it, and will take the same care to protect it as Licensor takes with its own information. The Licensee remains responsible for the content of its Customer Data and for having the right to upload and publish it.

Customer Data is stored on servers operated by or on behalf of Licensor.

Customer Data is retained for as long as the Licensee's account exists. It is not deleted when a subscription ends, is cancelled or lapses. The account remains, the Customer Data remains with it, and it is available again when the Licensee subscribes again. What ends with the subscription is access to the Software, not the storage of the Customer Data.

Deleting the account is what deletes the Customer Data. When the Licensee deletes the account, Licensor permanently deletes the stored schedules, workspace layouts and shared schedule databases held for that account. Deletion is permanent and the data cannot be recovered afterwards, so the Licensee should delete the account only when it no longer needs what is stored.

The Software does not provide a facility to export or download stored Customer Data, and none is provided after a subscription ends. The Licensee's own source files, being the Primavera P6 and Microsoft Project files it opened, remain with the Licensee at all times and are unaffected by this Agreement. Anything created inside the Software rather than imported into it, such as a workspace layout, exists only within the account and is lost when the account is deleted.

Nothing in this article affects a person’s rights under data protection law, including the right to obtain a copy of the personal data Licensor holds about them. Those rights, and how to exercise them, are set out in Licensor’s privacy policy, published at xerreader.com/privacy-policy.

6. Multiple Platforms and Languages

The Software is made available for Windows, for macOS and as a browser based edition, and may be offered in more than one language. Where the Licensee uses the Software on more than one platform, in more than one language, or on more than one machine, the number of individuals using it may not exceed the Permitted Number.

7. Warranty

Licensor warrants that it has sufficient right and interest in the Software to grant the licenses herein.

Licensor shall defend, indemnify and hold harmless Licensee from and against any direct damage, cost and expenses (includ-ing rea-sonable attorneys’ fees) incurred as a result of any claim, suit or proceed-ing brought against Licensee based on a claim that the use of the Software constitutes an in-fringement of any patent or copyright, or an un-authorized trade secret use; pro-vided that Licensor has been notified promptly in writing of such claim, and given authority, infor-mation, and assis-tance (at Licensor’s expense) to handle the claim or the defense of any suit, pro-ceeding or settle-ment. In the event that the Software or any part thereof is in such suit held to constitute an infringement and/or its further use is enjoined by third parties, Licensor shall, at its own expense and at its option either: a) Procure for Licensee the right to continue the use of the Software, or b) Replace the same with non-infringing Software of equivalent function and performance, or c) Modify Software so that it becomes non-infringing without detrac-ting from function or performance. Licensor sole remedy and indemnification towards Licensee shall however be limited to refund the aggregate amount of all license fees paid by Licensee in the previous 12 (twelve) months prior any claim or event has taken place. This shall be the sole and exclusive remedy and warranty the Licensor will be obligated to extended to the Licensee under and for any and all claims.

8. Refund Policy

The Software is sold as a subscription. Access is granted to the account the subscription was purchased for, and the Licensee uses the Software by signing in to that account.

Refunds are not issued when a subscription is cancelled. What the Licensee keeps instead is the remainder of the period already paid for: a cancelled subscription stays fully usable until the end of the current subscription period, and only then does it stop. Because a Free Trial is available before any payment is taken, the Licensee is able to evaluate the Software in full before subscribing. This applies to cancellation by the Licensee. Where Licensor terminates for breach under article 14, access ends on termination and the remainder of the period is not usable.

Nothing in this article affects the statutory rights of a Licensee dealing as a consumer, and nothing in it prevents Licensor from issuing a refund at its discretion, for example where a payment was taken in error or where the Software was unavailable for a prolonged period. Purchasing a subscription signifies that the Licensee has read, agrees with and fully accepts the terms of this Agreement and this refund policy.

9. Limitation of Liability

THE SOFTWARE IS PROVIDED BY LICENSOR TO LICENSEE “AS IS”. THE FOREGOING LIMITED WARRANTY STATES THE SOLE AND EXCLUSIVE REMEDIES ON PART OF THE LICENSEE FOR THE LICENSOR’S BREACH OF WARRANTY. THE LICENSOR DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS THE LICENSEE MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY PERSUANT TO SECTION 7 HEREINABOVE, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE, LAW, THE LICENSOR MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESSED OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

The provisions of this Section 9 shall survive the termination of this Agreement, whatsoever caused, but this shall not imply or create any continued right to use the Software after termination of this Agreement. IN NO EVENT SHALL THE LICENSOR BE LIABLE TO THE LICENSEE FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN THE RELEVANT JURISDICTION. THE LICENSOR’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED FOR ALL CLAIMS TAKEN TOGETHER TO THE AMOUNT PAID BY THE LICENSEE FOR THE SOFTWARE IN THE 12 (TWELVE) MONTHS IMMEDIATELY BEFORE THE CLAIM OR EVENT GIVING RISE TO THE LIABILITY, IF ANY. THIS IS A SINGLE LIMIT COVERING EVERY CLAIM UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY AMOUNT PAYABLE UNDER SECTION 7, AND IT IS NOT INCREASED BY THE NUMBER OF CLAIMS MADE OR BY THE LENGTH OF TIME THE LICENSEE HAS SUBSCRIBED.

Any claim under or in connection with this Agreement must be brought within 12 (twelve) months of the date on which the Licensee became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. A claim brought after that period is barred. This time limit does not apply where a longer period is required by applicable law, nor to the statutory rights of a Licensee dealing as a consumer.

10. Governing law

This Agreement will be governed by and construed in accordance with the substantive laws in force in the Kingdom of Denmark. The Danish courts shall have exclusive jurisdiction over all disputes relating to this Agreement.

11. General Provisions

If any part of this End User License Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer.

This Agreement is concluded and accepted by any of the following: creating an account for the Software on Licensor's website; installing or using the desktop application; using the browser based edition; or, where the parties have chosen to sign it, signing it in hard copy or as a scanned electronic copy.

Licensor may amend this Agreement from time to time, for example to reflect a change to the Software or a change in what the law requires. The current version is published on Licensor's website, and an amended version applies to the Licensee from the beginning of the Licensee's next subscription period. Where an amendment materially reduces what the Licensee receives, Licensor will make the Licensee aware of it before that period begins, and the Licensee may cancel instead of continuing on the amended terms. A variation agreed with an individual Licensee, rather than one published for all Licensees, is effective only if made in writing and signed by an authorized officer of Licensor.

This is the complete agreement between the Licensor and the Licensee relating to the Software and it supersedes any prior agreements, representations, discussions, undertakings, communications or advertising relating to the Software.

12. Compliance with Licenses

The Licensee shall be obliged – upon request from the Licensor – within thirty (30) days to fully document and certify that use of any and all of the Licensor’s Software at the time of the request is in conformity with the valid License terms and conditions. Licensor shall have the right to make audit and inspect the premises of Licensee to evaluate compliance with this Agreement, if the presented documentation and information by Licensee is deemed concluded to not be sufficiently conclusive for Licensor. If any irregularities or violation of this Agreement are detected during such audit, any and all costs for the audit shall be borne by the Licensee and Licensee shall reimburse Licensor for any over-usage of Software or other cost that may arise due to non-compliance. Where an audit establishes a breach of this Agreement, Licensor's rights under article 14 apply in addition to the recovery of costs and over-usage set out above.

13. Third Party Components

The Software includes components developed by third parties and made available under their own licence terms. Those components remain the property of their respective copyright holders. Nothing in this Agreement restricts any right the Licensee holds under the licence of such a component, and where the terms of a third party licence conflict with this Agreement in respect of that component, the third party licence prevails for that component.

The components included in the Software, their copyright holders and their licence terms are listed in the Third Party Notices. Licensor may update that list as the Software changes.

14. Suspension and Termination

Licensor may suspend the Licensee's access to the Software, in whole or in part, with immediate effect, where the Licensee's use is unlawful, infringes the rights of a third party, threatens the security, integrity or availability of the Software or of other users, or breaches article 2.3, article 2.6, article 4, or the first paragraph of article 15. Exceeding a Permitted Number or a Shared User allowance is not on its own a ground for immediate suspension; article 15 and article 16 govern that, and this article applies to it only once the steps in those articles have not resolved it. Licensor will restore access once the cause has been resolved. Where the circumstances allow, Licensor will tell the Licensee what the problem is before suspending, and will in any event tell the Licensee promptly afterwards.

Either party may terminate this Agreement if the other commits a material breach of it and does not put the breach right within thirty (30) days of being asked to in writing. A breach that by its nature cannot be put right entitles the other party to terminate immediately.

Where Licensor terminates for the Licensee's breach, the License ends on the date of termination and the remainder of the subscription period is forfeited, with no refund of amounts already paid. Article 8 does not apply to a termination under this article.

Where Licensor has not put right a material breach within the period allowed, Licensor will extend the Licensee's subscription period by a period equal to the time during which the breach prevented the Licensee from using the Software. That extension is the Licensee's remedy in place of a refund of amounts already paid. The Licensee may instead choose to terminate under this article, in which case amounts already paid are not refunded. Nothing in this article affects the statutory rights of a Licensee dealing as a consumer.

Termination does not by itself delete Customer Data. Article 5 continues to govern what is stored and how the Licensee removes it, and the Licensee may delete the account at any time. Articles 3, 5, 7, 9, 10 and 11 survive termination.

15. Acceptable Use

The Licensee must not use the Software, and must not allow the Software to be used, to:

• do anything unlawful, or anything that breaches an obligation the Licensee owes to someone else;
• upload, publish or share material the Licensee does not have the right to upload, publish or share, including schedules or project information belonging to or confidential to a third party;
• upload or distribute a virus, malicious code or anything else designed to cause harm;
• attack, overload, probe or interfere with the Software or the servers it runs on, or attempt to reach any account, schedule or data the Licensee is not entitled to;
• work around the Permitted Number, for example by publishing sharing links so that individuals who would otherwise need a Planner Login can work from shared schedules instead.

Shared User allowances are a fair use limit. Licensor counts Shared Users from the technical information a browser provides when a sharing link is opened. That gives a close figure rather than an exact one, so Licensor applies the allowance with a margin in the Licensee's favour rather than refusing access on an uncertain count.

Exceeding an allowance therefore does not stop a shared schedule from opening straight away. Licensor first notifies the Licensee that more people are opening its shared schedules than its edition allows, and access continues for a period after that notice so that the Licensee can reduce the number of Shared Users or move to an edition that covers them. If the Licensee has done neither by the end of that period, Licensor may begin refusing access to further Shared Users beyond the allowance. Licensor sets the length of that period and may change it.

The allowance applies whether or not access is actually refused, and whether or not Licensor's count is exact. Continuing beyond it after being notified is a breach of this Agreement, and the fact that access was still working is not an agreement by Licensor to the higher number.

Licensor may investigate use that appears to exceed an allowance or to breach this article, and may ask the Licensee to explain it. Where Licensor receives a complaint about published content, or has reason to believe this article has been breached, Licensor may remove or disable the sharing link concerned while it investigates, and will tell the Licensee that it has done so. Article 14 applies to a breach of this article.

16. Use Beyond the Permitted Number

Where the Licensee's use exceeds the Permitted Number for its edition, whether in Planner Logins, Shared Users or concurrently published shared schedules, Licensor's first remedy is a commercial one rather than an enforcement one. Licensor may, at its option:

• move the Licensee to the edition that matches the use Licensor has measured, taking effect from the Licensee's next renewal, having first told the Licensee which edition that is and what it costs; or
• charge the Licensee the difference between the price of its edition and the price of the edition its use corresponds to, for the period during which the use exceeded the Permitted Number.

Licensor does not need to carry out an audit under article 12 before doing either, and doing either does not prevent Licensor from also exercising its rights under articles 12, 14 and 15 where the excess use continues or was deliberate. Where Licensor has measured the excess from approximate information, it will use a figure that is reasonable in the Licensee's favour, and the Licensee may ask Licensor to review it.

17. Events Outside Reasonable Control

Neither party is in breach of this Agreement, or liable to the other, for a failure or delay in performing its obligations that is caused by an event outside its reasonable control. Such events include natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, industrial action affecting a third party, the failure of a public telecommunications network or electricity supply, an act or restriction of government or a regulator, and the failure or prolonged unavailability of a hosting, connectivity or payment provider on which the affected party relies. Payment obligations already due are not excused by this article.

The affected party will tell the other what has happened as soon as it reasonably can, will keep it informed, and will take reasonable steps to limit the effect and to resume performance. Its obligations are suspended for as long as the event prevents performance, and the time allowed for performing them is extended accordingly.

Lack of funds, a failure the affected party could reasonably have prevented or planned for, and the failure of its own equipment through want of maintenance are not events outside reasonable control.

If such an event prevents Licensor from providing the Software for a continuous period of thirty (30) days or more, the Licensee may terminate this Agreement on written notice, and article 14 applies to the consequences of that termination.

18. Availability of the Service

Licensor will take reasonable steps to keep the browser based edition and the services the desktop application relies on available, but does not warrant that access will be uninterrupted or error free. Access may be unavailable during maintenance, during work on the infrastructure the Software runs on, or because of an event covered by article 17. Where Licensor plans work that it expects to interrupt access, it will give the Licensee reasonable notice and will try to carry out that work outside normal working hours in the Licensee's region.

Licensor does not commit to a specific level of availability under this Agreement, and no figure for availability, response time or restoration time forms part of it unless agreed under the paragraph below.

For the XER Reader Cloud Enterprise and Corporate tiers, and for any custom tier, service level terms may be agreed individually with the Licensee in writing. Where such terms have been agreed and signed by an authorized officer of Licensor, they apply to that Licensee in place of this article to the extent of any conflict, and nothing published by Licensor about service levels applies to a Licensee that has not agreed such terms.

19. Notices

This article applies to a notice given under this Agreement, such as a notice of breach, a notice starting the thirty (30) day period in article 14, or a notice of termination. It does not apply to ordinary support correspondence, product announcements or marketing, none of which is a notice under this Agreement.

A notice to Licensor must be sent by email to info@xerreader.com, or in writing to Licensor's registered address set out at the end of this Agreement. A notice to the Licensee is sent by email to the address held on the Licensee's account. The Licensee is responsible for keeping that address current and reachable, and a notice sent to the address on the account is validly given even if the Licensee no longer monitors it.

A notice sent by email is treated as received on the next working day after it is sent, unless the sender receives a delivery failure message. A notice sent by post is treated as received five (5) working days after posting. A notice must identify the article it is given under and describe what the recipient is required to do, and where it concerns a breach it must describe the breach clearly enough for the recipient to put it right.

LICENSEE EXPRESSLY ACKNOWLEDGES TO HAVE READ THIS AGREEMENT AND UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET IN THIS END USER LICENSE AGREEMENT. BY INSTALLING OR USING THE XER READER SOFTWARE, LICENSEE EXPRESSLY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET HEREIN.

October Software ApS
Automatikvej 1, 2860 Søborg
Phone: + 45 88 70 77 22
Email: info@xerreader.com
URL: www.xerreader.com