However, the invoice for the extension remains valid and payment is owed. After expiration of the agreement term the access to SaaS Provider's cloud is blocked and the data permanently deleted. In addition, the SaaS Provider is entitled to give extraordinary notice of termination if there is an important reason.
Important reasons include the following in particular:. The data in SaaS Provider's cloud will be permanently deleted 90 days after extraordinary notice of termination has been given. The SaaS Provider is not obligated to reimburse the money for months that have not yet been used.
In addition, the SaaS Provider reserves the right to make additional claims. Any fee increases for existing products will be communicated to customers who already have license agreements and if need be then automatically extend them at the new price in a timely and appropriate manner.
In the case of defects communicated by the customer to the SaaS Provider in detail within three months of beginning the use of the software SaaS , the SaaS Provider will undertake the required appropriate measures to remedy the defect within a reasonable period.
If claims are raised, measures required to remedy the defect will be undertaken at no cost to the customer if the SaaS Provider is responsible for the defects and the customer is not at fault. Liability for direct property and financial losses culpably caused by the provider when fulfilling this agreement is limited to the amount of an annual fee the customer is required to pay.
A further compelling legal liability remains, in particular for gross negligence or unlawful intent. They agree that such data can be used to establish and maintain their business relations and for this purpose may also be made known to third parties, such as manufacturers, suppliers and owners of trademark rights in Switzerland or abroad. In such cases the agreement partner whose data has been shared will ensure that data privacy is guaranteed through suitable organizational, technical and contractual precautions.
This obligation remains in force even after the termination of the contractual relationship. The customer is responsible for ensuring that he or she is allowed to undertake cross-border data transfer. If this is the case, the customer will be informed by the SaaS Provider insofar as the law permits. All types of costs ensuing from this are borne by the customer. Examples of acts of God are war, strikes, riots, expropriations, natural disasters and other circumstances for which the SaaS Provider is not responsible.
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Page of. Need Help With This Question? Document Preview About this Document. The parties in a EULA are: Vendor: Also known as a licensor, publisher, or author of the software, the vendor sells the rights to use their software to a user. Licensee: Also known as the purchaser, the licensee is the user who purchases the rights to use the vendor's software.
When is an End-User License Agreement accepted? It can be accepted in a variety of ways: Upon execution of the agreement: after the vendor and the licensee have signed the contract On opening the package seal: when the purchaser opens the sealed shipping package On registration: when the software is registered, usually via mail-in confirmation or registering a product key online On installation: when the user installs the software, often a digital EULA pops up prior to completing the install.
An End-User License Agreement normally includes: Vendor details name and address Software title License terms terms of use, restrictions, and maintenance and support details, if applicable A refund policy if applicable In some cases, the purchaser's details are included in the agreement, but this is usually only the case for physical EULAs that are accepted upon execution rather than accepted on delivery because the purchaser has to be present with the vendor to sign.
Create your free EULA in minutes or less. Get Started. Know someone who needs an End-User License Agreement? Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation, or other entity, other than Licensee's employees with a need to know such Confidential Information to perform employment responsibilities consistent with Licensee's rights under this Agreement.
Licensee shall safeguard and protect the Confidential Information from theft, piracy, or unauthorized access in a manner at least consistent with the protections Licensee uses to protect its own most confidential information. Licensee shall inform its employees of their obligations under this Agreement, and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by Licensor, to prevent any unauthorized disclosure, copying or use of the Confidential Information.
Licensee acknowledges and agrees that in the event of the Licensee's breach of this Agreement, Licensor will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law.
Accordingly, Licensor shall be entitled to a preliminary and final injunction without the necessity of posting any bond or undertaking in connection therewith to prevent any further breach of these confidentiality obligations or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy Licensor may have.
Licensee shall notify Licensor immediately upon discovery of any prohibited use or disclosure of the Confidential Information, or any other breach of these confidentiality obligations by Licensee, and shall fully cooperate with Licensor to help Licensor regain possession of the Confidential Information and prevent the further prohibited use or disclosure of the Confidential Information.
Licensor represents to Licensee that: 1 during the Warranty Period, the Software shall operate without any Errors; and 2 upon notification to Licensor during the Warranty Period of any Errors, Licensor will, during its normal business hours and at no cost to Licensee, use reasonable efforts to correct such Errors which are reproducible and verifiable by Licensor, excluding any Errors caused by uses of the Software which were not in accordance with the Specifications.
In the event that Licensee notifies Licensor of an Error during the Warranty Period, Licensor's sole liability, and Licensee's sole remedy, will be Licensor's use of reasonable efforts to correct such Errors or, in Licensor's sole discretion, to refund the portion of the prepaid Price applicable to the portion of the Software which is defective. Licensor shall have no liability for any claim of infringement based on a the use of a superseded or altered version of the Software if infringement would have been avoided by the use of a current or unaltered version of the Software which Licensor made available to Licensee; or b the combination, operation or use of the Software with software, hardware, or other materials not furnished by Licensor.
If Licensor selects this third option, Licensee shall, immediately upon receipt from Licensor of the payment set forth above, at Licensor's option destroy or return all copies of the Software and Documentation in its possession or under its control. The foregoing states Licensor's entire obligation and liability with respect to the infringement of any property right. Licensee hereby indemnifies Licensor against any claim for 1 alleged infringement of any [COUNTRY] registered copyright or patent, arising out of the use of the Software by Licensee in any manner prohibited by this Agreement and 2 any claim related to or arising out of a financial transaction brought by any third party based on the use of the Software.
Neither party shall be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, or any other cause beyond its reasonable control. The License granted herein shall remain in effect perpetually unless terminated as provided for in Sections Licensor may terminate this Agreement and the License, without prejudice to any other remedy Licensor may have, immediately without further obligation to Licensee, in the event of 1 any breach by Licensee of Sections 2, 5, or 6 of this Agreement which cannot be remedied within twenty-four 24 hours of Licensor's notice to Licensee of the breach and Licensor's intent to terminate the License; 2 any material breach of Sections other than those set forth above which cannot be remedied within [NUMBER] days of Licensor's notice to Licensee of the breach and Licensor's intent to terminate the License; or 3 Licensee's making an assignment for the benefit of its creditors, the filing under any voluntary bankruptcy or insolvency law, under the reorganization or arrangement provisions of the United States Bankruptcy Code, or under the provisions of any law of like import in connection with Licensee, or the appointment of a trustee or receiver for Licensee or its property.
Licensee may terminate the License, without prejudice to any other remedy Licensee may have, in the event of any material breach of this Agreement which is not remedied within [NUMBER] days of. Licensee's notice to Licensor of the breach and Licensee's intent to terminate the License.
Termination shall not relieve Licensee's obligation to pay all amounts which are due and payable or which Licensee has agreed to pay.
Upon termination of this Agreement, Licensee shall cease using the Software and Documentation and promptly return all copies of the Software, Documentation, and all other Confidential Information in its possession or control. Licensee shall delete all copies of such materials residing in- on- or off-line computer memory, and destroy all copies of such materials which also incorporate Licensee's Confidential Information.
Licensor shall be entitled to enter the Location s to repossess and remove the Software, Documentation, and any other Confidential Information. Licensee shall, within [NUMBER] days from the effective date of the termination, certify in writing by an officer or director of the party that all copies of the Software and Documentation have been returned, deleted and destroyed.
The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation. If any part of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected.
This Agreement will be binding upon and inure to the benefit of the parties hereto, their respective successors and assigns. Licensee may not assign its rights or obligations under this Agreement without the prior written consent of Licensor. Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance of the event giving rise to such right or remedy.
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