End user licence agreement

1. Definitions

1.1 In this EULA:

“EULA” means this end user licence agreement, including any amendments to this end user licence agreement from time to time;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means [all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs)];

“Licensor” means Disk’Ad Publishing and Communication B.V., a company incorporated in the Netherlands, registration number 33273591, having its registered office at Laarderhoogtweg 25, 1101 EB Amsterdam, a partnership established under the laws of the Netherlands having its principal place of business at Laarderhoogtweg 25, 1101 EB Amsterdam, Netherlands;

“PublishOne” means the PublishOne Software-as-a-Service (SaaS) solution as provided by Disk’Ad Publishing and Communication B.V., a company incorporated in the Netherlands, registration number 33273591, having its registered office at Laarderhoogtweg 25, 1101 EB Amsterdam, a partnership established under the laws of the Netherlands having its principal place of business at Laarderhoogtweg 25, 1101 EB Amsterdam, Netherlands;

“Software” means Microsoft Office (Word) Add-in technology in relation to PublishOne. PublishOne itself is licensed under a separate agreement that is not included in this EULA;

“Source Code” means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software; and

“User” means the person to whom the Licensor grants a right to use the Software under this EULA.

2. Term

2.1 This EULA shall come into force upon the User’s first use of the Software.

2.2 This EULA shall continue in force until the User discontinues the use of the Software, upon which this EULA shall terminate automatically, subject to termination in accordance with Clause 14 or any other provision of this EULA.

3. Licence

3.1 The Licensor hereby grants to the User a non-exclusive licence to:

(a) install the Software; and

(b) use the Software.

subject to the limitations and prohibitions set out and referred to in this Clause 3.

3.2 The User may not sub-license and must not purport to sub-license any rights granted under Clause 3.1.

3.3 Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any licence granted under this Clause 3 shall be subject to the following prohibitions:

(a) the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software; and

(b) [the User must not alter, edit or adapt the Software.

 

4. Source Code

4.1 Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

 

5. No assignment of Intellectual Property Rights

5.1 Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.

 

6. Acknowledgements and warranty limitations

6.1 The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.

6.2 The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.

6.4 The User acknowledges that the Licensor will not provide any legal advice under this EULA or in relation to the Software; and, except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.

 

7. Limitations and exclusions of liability

7.1 Nothing in this EULA will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law, and, if a party is a consumer, that party’s statutory rights will not be excluded or limited by this EULA, except to the extent permitted by law.

7.2 The limitations and exclusions of liability set out in this Clause 7 and elsewhere in this EULA:

(a) are subject to Clause 7.1; and

(b) govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.

7.3 The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event.

7.4 The Licensor will not be liable to the User in respect of any loss of profits or anticipated savings.

7.5 The Licensor will not be liable to the User in respect of any loss of revenue or income.

7.6 The Licensor will not be liable to the User in respect of any loss of business, contracts or opportunities.

7.7 The Licensor will not be liable to the User in respect of any loss or corruption of any data, database or software.

7.8 The Licensor will not be liable to the User in respect of any special, indirect or consequential loss or damage.

7.9 The aggregate liability of the Licensor to the User under this EULA shall not exceed the total amount paid and payable by the User to the Licensor under this EULA.

 

8. Effects of termination

8.1 Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 9, 7, 8, 9 and 10.

8.2 Except to the extent that this EULA expressly provides otherwise, the termination of this EULA shall not affect the accrued rights of either party.

8.3 For the avoidance of doubt, the licences of the Software in this EULA shall terminate upon the termination of this EULA; and, accordingly, the User must immediately cease to use the Software upon the termination of this EULA.

 

9. General

9.1 No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.

9.2 If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

9.3 The User hereby agrees that the Licensor may assign the Licensor’s contractual rights and obligations under this EULA to any successor to all or a substantial part of the business of the Licensor from time to time.

9.4 This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.

9.5 This EULA shall be governed by and construed in accordance with Dutch law.

9.6 The courts of the Netherlands shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.

 

10. Interpretation

10.1 In this EULA, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

10.2 The Clause headings do not affect the interpretation of this EULA.

10.3 In this EULA, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.