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

A description of functionality, installation and use of the Software issued from time to time by Licensor either in hardcopy or in digital form.

“Documentation” A description of functionality, installation and use of the Software issued from time to time by Licensor either in hardcopy or in digital form.

“IT-system” The Licensee installation of computers, servers, network etc. on which the Software shall operate regardless of whether the IT-system is operated by the Licensee itself or by a third party.

“Licensor” October Software ApS a Company incorporated under the laws of the Kingdom of Denmark that is developing, producing, supporting, marketing and/or selling software and consultancy services, individually or through its authorized partners, distributors and suppliers.

“License” The right to Use the Software according to the terms and conditions of this EULA.

“Licensee” The individual legal entity accepting digitally and/or signing in written this EULA where in the capacity of a Licensee or in any other capacity, which shall not re-sell, transfer, publish, disclose, display, modify, copy, decompile in whole or in part in any way, or remove any trade or other marks of the Software or otherwise make available to others any source code, object code or executive, documentation, or other material relating to the Software without expressed written approval by the Licensor or unless arranged to do it so under the terms and conditions of this EULA.

“Software” (a) The XER Reader™ Software by Licensor – XER Reader™ enables you to open and view project information from XER or XML file formats.

“Software Maintenance and Assurance” or “SMA” The Maintenance and Assurance of the Software support as specified in article 2.6 of this Agreement.

“Software Subscription License” Is a license of the Software with validity for use during the subscription period, with recurring payments for future validity periods. It includes support, updates and upgrades covered with Software Maintenance Assurance, if such service is purchased additionally to the License.

“New Release” Any enhanced or modified version of the Software from time to time issued by the Licensor or its authorized partners.

“Use” or “Using” Means the benefit from using the functionality of the Software in accordance with the Documentation and this End User License Agreement.

“Upgrade License” Upgrade License allows the users who have purchased a Software License to upgrade the Software to its newer versions for free during the period of validity of the License. Once the license period expires the users can upgrade to newer versions of the Software only if they purchase an Upgrade License for the expired Software License.

“Permitted Number” The number of users for whom the Licensee from time to time has bought a valid License.

“Perpetual License” Is a license of the Software with perpetual validity with one-time payment fee. It does not include support, updates and upgrades itself by default, however purchasing Software Maintenance and Assurance program can be made additionally.

“Territory” Shall mean the geographical area where a purchased license is permitted to be used by the Licensee depending of the type of License model purchased which shall be specified in a purchase order and installation instructions received.

“Trial Version” A version of the Software, to be used only to review, demonstrate and evaluate the Software for a limited period of time. The Trial Version may have limited features.

“Trial period” Period of time in which the Licensee can use the Trial Version in order to review and evaluate its characteristics.

“Beta Version” A version of the Software, to be used only to review, demonstrate and evaluate the Software for a limited period of time. The Beta Version may have limited features.

“Beta Period” Period of time in which the Licensee can use the Beta Version in order to review and evaluate its characteristics.

2. Software License

2.1 Scope

By accepting this End User License Agreement, the Licensee obtains a restricted, non-exclusive, non-transferable (with exception to Enterprise License), non-assignable right to use license of the Software on its IT-systems or work stations, depending on the type of License purchased, for the purposes described in the Documentation (hereinafter “the License”) solely for its own personal use or within its internal business, in case customer is a legal entity. License and the Software may not be used for commercial use by the Licensee at any event. The obtained License of the Software depends if Licensee has purchased a Perpetual License or a Software Subscription License and shall have the rights granted depending on its License type purchase, as follows: Software Subscription License: The Licensee will have rights to use all releases while the subscription is active. Software support is not available. When the consecutive month’s term ends, the License is automatically disabled with validity for use during the subscription period Software Subscription License with SMA: The Licensee will have rights to use all releases while the purchased subscription is active. Software support is available. When the consecutive month’s term ends, the License is automatically disabled. Perpetual License: The Licensee will have rights to use the Software’s latest version and all releases. Software support is not available. Perpetual License with SMA: The Licensee will have the rights to use the Software’s latest version to all releases. While purchased SMA is active, the Licensee will have Software support on assistance. When the active SMA’s consecutive month’s term ends, the Perpetual License is active without SMA, if SMA service is not re-purchased. The Licensee may purchase any of the offered License types for the Software in the following models, which may be changed or amended from time to time by Licensor without obligation for prior announcement towards Licensee or further potential customers:

  • Single License – an individual License to be installed on single work station as single Permitted User
  • Company License – a multiple License to be installed per purchased numbers of Permitted Users solely by the legal entity as Licensee and on specified Territory
  • Enterprise License – a pre-activated License on enterprise level with unlimited number of Permitted Users without Territory restriction of the Licensee and its affiliates to which Licensee may transfer the License for Use solely among its affiliated companies.
2.2 User Right

The License granted to the Licensee to use the Software, Documentation and the relevant parts hereof will depend on the type of license purchased. For licenses that are not perpetual, the license shall terminate without prior notice upon expiry of the respective license period.

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 Perpetual License

A Perpetual License provides the Licensee with the right to use the Software in perpetuity. A Perpetual License does not include rights to any future versions, upgrades or updates of the Software or any other products of the Licensor unless a Software Maintenance and Assurance program is purchased.

2.5 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 canceled by the Licensee. The Licensee may access any Software updates or upgrades released during the subscription period.

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, provided that the SMA Fee is paid. SMA will be provided for a period of one year, unless otherwise agreed by the parties in writing, starting from the date of purchase of the SMA with the Software or, for renewals, annually from the expiration date of the prior SMA term. Failure to renew SMA may result in Licensee needing to purchase an Upgrade license to receive future versions of the Software and associated SMA.

b. SMA Services include the following:

i. Maintenance – Includes email and telephone support for current versions of the Software. For support requests received during normal working hours, the initial response time is up to 12 hours, depending on priority. If the request is received outside normal hours, the response time starts from the next business day.

  • Resolution time depends on the request type. For regular service requests related to licensing, downloading, installing, or using the Software, the resolution time is up to 48 hours.
  • For reported defects, change requests, or improvements, the resolution time depends on the severity of the defect/request and the timing of the next Software release or patch where the fix will be applied.

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. SMA is provided for the most current version of the Software and the two preceding major versions.

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.

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. Privacy

We respect and protect your privacy. The Licensor will maintain all user created data and information in strict confidence (unless a user wishes to publish it) according to applicable law. The Licensor will take the same care to protect Licensee’s information as would do with information that belongs to the Licensor itself.

6. Multiple Environment Software / Multiple Languages

Software / Dual Media Software / Multiple Copies/ Bundles / Updates. If the Software supports multiple platforms or languages, if Licensee receives the Software on multiple media, if Licensee otherwise receives multiple copies of the Software, or if Licensee receives the Software bundled with other software, the total number of users 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 to 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

If you purchase our Software, after your payment has been cleared you will receive an e-mail with the purchase code to activate the software. Once this information is e-mailed to you, no refunds will be given. We have this policy since it would be impossible for you to return your registered version of our software. Ordering a Software License signifies that you have read and agree with and fully accept the terms of this and Agreement and the refund policy herein.

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 ANY CLAIMS IN AGGREGATE TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.

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 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 may only be modified in writing signed by an authorized officer of the Licensor. Updates may include additional or different terms of this Agreement within each new release. By accepting the release, the Licensee shall be deemed to have accepted this Agreement and Agreement shall be deemed concluded and enforced if accepted in one of the following methods: a) if signed by both parties authorized representatives in hard copy; b) if signed by both parties authorized representatives in scanned electronic copy; c) if accepted electronically for installation of the Software on the Licensee side during installation; d) if accepted electronically by Licensee during online download installation of the Software. 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.

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, 2680 Søborg
Phone: + 45 88 70 77 22
Email: info@xerreader.com
URL: www.xerreader.com