Software License Agreement
These license terms constitute a binding agreement (the “Agreement”) between Special Operations Software Scandinavia AB. (the “Company”) and you (the “Licensee”), governing installation and use of the Company’s Software, as described below. By installing, copying or using the Software, you are agreeing to be bound by the terms of this Agreement.
For the purposes of this agreement, the following words shall have the following meaning:
(a) Licensee shall mean that legal entity that has signed this Agreement or installed the Software.
(b) Software shall mean the Company’s Specops Password Policy and/or Specops Password Reset and/or Specops Deploy and/or Specops Inventory and/or Specops Command and/or Specops Remote Admin and/or Specops Gpupdate and/or Specops Active Directory Janitor application(s), including any manuals, documentation, etc.
(c) Minor Version Updates shall mean any minor improvements to the Software which correct minor errors without changing the basic functions of the Software in a significant manner. For example a version number change from 3.0 to 3.01 or from 3.1 to 3.2.
(d) Major Version Upgrades shall mean all new versions of the Software which add new major functions in relation to the prior version of the licensed Software. For example a version number change from 3.0 to 4.0 or from 4.0 to 5.0. To be entitled to Major Version Upgrades, Licensee must have purchased Software Maintenance and Support Services in accordance herewith.
2. Title & Ownership:
The Software is protected by copyright law. Except for the rights expressly granted herein, the Licensee shall have no right, title or interest in the Software, including any intellectual property rights. The Company retains sole and exclusive title to all parts of this work. The Licensee hereby assigns to the Company all right, title and interest in any improvements or modifications made to the Software, whether or not such modifications are permitted. Upon termination of this Agreement for any reason, the Licensee shall cease to have any rights of any kind to retain or use the Software.
3. Grant Of License:
In return for payment of the license fee, the Company grants the Licensee a limited, non-exclusive, non-assignable and non-transferable license to utilize the Software for the duration of the term of this Agreement in strict accordance herewith, unless terminated prior thereto in accordance herewith.
(i) For Specops Password Policy and/or Specops Password Reset: Licensee may install, use, access, display and run one copy of the Server Installation of the Software on as many Active Directory domain(s) as Licensee have Software domain licenses. Licensee may install, use, access, display and run one copy of the Software on as many Active Directory user accounts as required. However, one user license for each enabled Active Directory user account licensed within each licensed Active Directory domain is required.
(ii) For Specops Deploy and/or Specops Inventory and/or Specops Command and/or Specops Remote Admin and/or Specops Gpupdate:
Licensee may install, use, access, display and run one copy of the Software on that number of computers for which licenses have been granted.
(iii) For Specops Active Directory Janitor:
Licensee may install, use, access, display and run one copy of the Software on that number of computers or users, whichever is higher, for which licenses have been granted.
4. Limitation Of License:
The Licensee shall not: (a) install or use more than the permitted number of copies of the Software; (b) modify, adapt, translate, reverse engineer, decompile or disassemble the Software,(c) create derivative works based on the Software; (d) sell, assign, sublicense or transfer any rights in the Software; (e) offer, use or provide access to the Software as part of a service to third parties; (f) distribute or transfer copies of the Software to any third party; or (g) cause or permit any third party to do any of the acts described above. The Licensee may make one back-up copy of the Software in machine-readable form without modifications of any kind. This backup copy must include all copyright information contained in the original version. Unless otherwise agreed, this license does not entitle Licensee to any support, maintenance or upgrade services.
5. Trial Version Software:
The Company may make available a Trial Version of the Software, which Licensee may install once and use for a twenty (20) day trial period (the “Trial Period”) for the sole purpose of evaluating the Software. The Trial Version of the Software may have limited functionality. Upon expiry of the Trial Period, the Trial Version Software will cease to function, and the Software must be purchased for further use. The Company will not be liable for any loss or liability of any kind arising from or relating to the Trial Version of the Software. No individuals or companies competing in, or contemplating competing in the area of the market that is served by the Software may install or use the Trial Version of the Software without first obtaining the Company’s prior written permission.
6. Term and Termination:
The license granted hereunder is for a 12-month period and will automatically renew for successive 12-month periods, unless terminated earlier in accordance herewith. The Company may terminate this Agreement early at any time if: (a) Licensee breaches any of the material terms of this Agreement including, without limitation, via a failure to promptly pay any amount due hereunder; (b) Licensee commits any act of insolvency, including, without limitation, being the subject of a petition for bankruptcy, filing for voluntary bankruptcy, filing for protection from its creditors, filing or making a plan of arrangement, or having a receiver appointed over its business or assets; or (c) it determines that the Software infringes upon a third party’s intellectual property rights provided that in this scenario the Company refunds the license fee paid less 20% thereof for each prior full year of use by the Licensee. If this Agreement is terminated for any reason, the Licensee shall immediately return to the Company or (at the Company’s request) destroy all copies of the Software and certify in writing that such has taken place.
7. Software Updates:
The Company may from time to time make available Minor Version Updates to the Software, which the Licensee shall install as they become available, and which shall be subject to this Agreement. The Company will not be liable for any claims arising from or relating to a failure to install any such updates.
8. Software Upgrades:
The Company may from time to time make available to those licensees who have purchased Software Maintenance and Support Services (see paragraph 9 below) Major Version Upgrades to the Software, which an eligible Licensee may install as they become available, and which shall be subject to this Agreement or those license terms then in effect.
9. Software Maintenance and Support Services:
The Licensee may purchase 12 consecutive months of optional software maintenance and support services in addition to this license, if applicable to Software offering, which shall include entitlement to Major Version Upgrades. At the end of that 12 months and successive 12 month periods, unless terminated in writing by Company or Licensee, at least 30 days prior to renewal date, the software maintenance and support services will automatically renew for an additional term of 12 months at a fee reasonably determined by Company and reasonably reflecting the initial license fee paid by Licensee. These services will be available on weekdays (except holidays) between 9:00 am and 5:00 pm (Central European Time) for a period of 12 months from the date of purchase, unless terminated earlier or extended in accordance with its terms. The Licensee shall appoint and identify one individual to communicate with the Company regarding support issues, although a replacement may be used where that individual is unavailable due to holidays, illness, etc. All requests shall be submitted in writing and sent electronically or via fax to the Company, which shall respond to the appointed individual electronically or via fax or telephone, at the Company discretion. Company reserves the right to limit each telephone call to one single support issue or question and to a duration of thirty minutes. All support will be given in the English language unless otherwise mutually agreed. The Company shall have no obligation to provide support where it reasonably determines (in its sole discretion) that: (a) systems and server maintenance is necessary; and (b) Licensee’s enquiries relate to business practice, application consulting or training.
10. PROGRAMMING VERSUS PowerShell ETC:
In the case of programming versus the .Net, PowerShell, COM, COM+ programming interfaces against the Software, Licensee is solely responsible for all risks and consequences, without recourse.
11. Limited Software Warranty:
The Company warrants that it is the owner of the Software. If any third party alleges that the Licensee’s use of the Software infringes its rights, the Company will be responsible for responding to that allegation provided that Licensee: (a) provides prompt written notice of the claim, and (b) allows the Company to have full carriage of the response to such claims, including the right to enter into any settlement agreement. If the Company determines that the Software infringes any third party’s rights, it may seek to procure any necessary licenses or modify the Software as to render it non-infringing.
12. Disclaimer of Warranty & Liability:
The Licensee shall use the Software solely at its own risk. The Company does not warrant that the Software: (a) is fit for any particular purpose, (b) is compatible with any particular hardware or software, (c) will be error free, or (d) will operate without interruption. The Software is designed to assist the Licensee and its agents in the performance of their professional activities and is not intended to replace their professional skill and judgment. Subject to the terms and conditions of this Agreement, the Licensee shall retain full responsibility for its use of the Software, and assumes all risk and liability for any and all consequences flowing therefrom. THE WARRANTY PROVIDED HEREIN IS THE SOLE AND EXCLUSIVE REMEDY FOR ANY SOFTWARE DEFECTS OR NON-CONFORMITY, AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS AND/OR CONDITIONS HOWSOEVER ARISING ARE HEREBY EXCLUDED TO THE FULL EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR ECONOMIC LOSSES OF ANY KIND ARISING FROM OR RELATING IN ANY WAY TO THE INSTALLATION OR USE OF THE SOFTWARE, NOR SHALL THE COMPANY’S LIABILITY TO THE LICENSEE HOWSOEVER ARISING EXCEED THE SOFTWARE LICENSE PURCHASE PRICE. For greater certainty, the word “Company” as used herein shall mean the Company and its related companies, and its and their shareholders, officers, directors, employees and agents.
13. No Liability for Loss of Data:
The Licensee understands the crucial nature of establishing and following daily backup procedures and the importance of maintaining archived data at an off-site location. Under no circumstances will the Company have any liability for any loss or corruption of the Licensee’s data, however caused.
14. Permitted Use of Data:
The Company shall be entitled to collect and use technical data provided pursuant to any request for support services, provided that it does so in compliance with any applicable privacy legislation.
15. Fees & Notices:
All required notices to the Company hereunder shall be delivered via courier to: COMPANY ADDRESS. All amounts payable by the Licensee under this Agreement shall be paid within 30 days of receipt of an invoice unless otherwise agreed in writing. The Licensee shall be solely responsible for any taxes, duties, tariffs or other fees which may be levied by any legitimate government authority in relation to the Licensee’s purchase of the Software.
16. Export Law Assurances:
The Licensee may not export, re-export, download or otherwise use the Software except as authorized by applicable law.
17. Use of Licensee’s Name and Logo:
By accepting this agreement, Licensee provides a non-exclusive license for publishing of its company name and/or logo on the Company’s website for the sole purpose of indicating the existence of a customer relationship with the Company.
18. Software Audit:
The Company may audit Licensee’s use of the Software for compliance with this Agreement at any time during reasonable business hours and upon reasonable prior notice. If that audit reveals any acts of infringement or non- compliance with this Agreement, the Licensee shall reimburse the Company for all reasonable expenses related to such audit, without limiting any of the Company’s other rights and remedies, including the right to terminate and seek damages.
The Licensee may not assign any of its rights or obligations hereunder without the Company’s prior written consent and any such attempted assignment shall be null and void.
Each of the parties has full power and authority to enter into this Agreement without the consent of any other person, organization or other entity.
21. Amendments and Waiver:
No waiver, alteration or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by the parties hereto.
22. No Third Party Benefit:
This License Agreement is entered into for the sole benefit of the named parties and nothing herein shall be construed as to create any obligation or benefit to any other person or entity.
23. Entire Agreement:
Except as expressly herein provided, this document constitutes the entire agreement between the Company and the Licensee with respect to the Software, and there are no other promises, collateral agreements, representations, conditions, warranties, etc. relating to the subject matter hereof.
24. Force Majeure:
If the performance of any part of this Agreement is prevented or delayed by acts of civil or military authority, flood, fire, epidemic, war or riot, or other acts beyond the control of either party, the party affected shall be excused from such performance only during the continuance of any such event.
The invalidity in whole or in part of any provision of this Agreement shall not affect the validity of any other provision, which shall remain in effect and be revised and interpreted as may be required to make it lawful and enforceable.
26. Choice of Law & Dispute Mechanism:
This agreement and the deeds that are a consequence thereof are subject to Swedish law without recourse to Swedish use of international private law. The parties submit to the exclusive jurisdiction of the courts of Stockholm in Sweden as the exclusive instance. Each party elects domicile at its registered office. In the event of a dispute, jurisdiction is expressly allocated to the Courts of Stockholm in Sweden.
BY INSTALLING THE SOFTWARE THE LICENSEE ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THE TERMS HEREIN SET FORTH.