End user agreement for Pravis Citations
Pravis Citations (R) Software License Agreement
IMPORTANT! READ PRESENT LICENCE AGREEMENT CAREFULLY BEFORE LOADING ANY FILES OR INSTALLING, ACCESSING OR USING PRAVIS CITATIONS (R) SOFTWARE
Orfeo Solutions S.à r.l.’s ("Licensor") software known as Pravis Citations(R) (referred to herein as the "Licensed Software") may be used subject to the terms and conditions detailed in the following license agreement (the "Agreement"). The Licensed Software is available in (1) a "Thirty (30) Day Trial Version” Edition and (2) a "Commercial" Edition based on a one-year renewable license obtained through payment of an annual fee. Both versions (1) and (2) of the Licensed Software are subject to the terms and conditions of this Agreement and can be downloaded from the Orfeo Solutions’ Commercial Website (“the Site”). This Agreement sets forth the conditions under which the Licensee may use the Licensed Software, a program owned an distributed by Orfeo Solutions S.à r.l., a company incorporated and organized under Luxembourg law, with its corporate seat located 10, rue Nicolas Welter, L-2740 Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 140419 ("Orfeo Solutions"). The Applicable IP Rights ("Applicable IP Rights") mean any intellectual property right protecting the Licensed Software, including, without limitation, the copyright on the code and the database, the structure, design and content of the database as well as any right on the design and visual elements as well as the trademarks “Pravis” and “Orfeo Solutions”.
LICENSOR LICENSES THE LICENSED SOFTWARE AND THE APPLICABLE IP RIGHTS TO YOU (ALSO REFERRED TO HEREIN AS "LICENSEE") SOLELY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BEFORE YOU SELECT "I AGREE" AT THE END OF THIS DOCUMENT, PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, LICENSOR IS UNWILLING TO LICENSE THE LICENSED SOFTWARE TO YOU, IN WHICH CASE YOU MAY NOT USE THE LICENSED SOFTWARE AND SHOULD REMOVE THE LICENSED SOFTWARE FROM YOUR SYSTEM. IF YOU PAID LICENSOR (OR AN AUTHORIZED DISTRIBUTOR OR RESELLER OF LICENSOR) FOR THIS COPY INDIVIDUALLY, YOU CANCEL YOUR LICENCE AND OBTAIN REFUND, WITHIN THIRTY (30) DAYS AFTER THE DATE OF PURCHASE, PROVIDED THAT IN SUCH CASE, A REFUND OF LICENSE FEES MAY BE REQUESTED TO COMPENSATE ANY OF THE LICENSOR’S SERVICE PROVIDERS. BY SELECTING "I AGREE" AT THE END OF THIS DOCUMENT OR BY OTHERWISE DOWNLOADING, ACCESSING OR USING THE LICENSED SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY, WARRANTING YOUR COMPLIANCE WITH AND BECOMING A PARTY TO THIS AGREEMENT. Such acceptance and this Agreement shall be deemed to be as effective as execution of this Agreement by a written signature performed manually by you, and this Agreement shall be deemed to satisfy any writings requirements of any applicable law, notwithstanding that the Agreement is written and accepted electronically. Licensor's records of the date on which you accept this Agreement, and the effective date of all future changes to this Agreement, shall be conclusive evidence as to the effective date. Licensor's electronically or other properly stored copy of this Agreement shall be deemed to be the true, complete, valid, authentic and enforceable copy of this Agreement. You agree that you shall not contest the admissibility or enforceability of Licensor's copy of this Agreement, as amended, in a court or any proceedings arising out of this Agreement.
Licensee agrees that prior to installing, accessing or using the Licensed Software, Licensee will pay Licensor all applicable license fees. Licensee's failure to pay all fees due and owing to Licensor shall result, without further notice, in the immediate, automatic termination of the following license to use the Licensed Software.
1. License Grant, Permitted Uses, Conditions & Restrictions. For the Trial and Commercial Editions of the Licensed Software: Subject to payment by Licensee of all applicable license fees, and its compliance with all other terms and conditions of this Agreement, Licensor grants Licensee to the extent of its Applicable IP Rights covering the Software a non-exclusive, non-transferable, limited license during the Term to install and use on a single computer each copy or instance of the Licensed Software ordered by or on behalf of Licensee solely for internal, use in accordance with the terms and conditions set forth herein (the "Authorized Purpose")
2. Restrictions. The license granted herein shall be in effect only during the Term of this Agreement and shall only extend to Licensee and not to any parent, subsidiary, employee nor affiliate of Licensee, nor to any third party (including outsourcers and other service providers of Licensee). The Licensed Software may be used solely by Licensee and solely for the applicable Authorized Purpose; provided, however, that for each copy or instance of the version of the Licensed Software that has been licensed and fully paid for by Licensee, Licensee may also make a single copy of the Licensed Software for archival purposes or copy the Licensed Software onto the hard disk of a single computer and retain the original for archival purposes; provided, further, that each copy or instance must contain the same proprietary rights notices which appear on and in the Licensed Software. Licensee agrees that any and all copies of the Licensed Software that Licensor may permit Licensee to make pursuant to Licensor's prior express written consent will contain the same proprietary rights notices which appear on and in the Licensed Software. Licensee will not, and will not permit any other person or entity to (a) duplicate, copy, modify or otherwise alter, incorporate into other materials or create any derivative work based upon, in any manner whatsoever, in whole or in part, the Licensed Software (or any portion thereof) or any other Confidential Information; (b) separate or uncouple any portion of the Licensed Software, in whole or in part, from any other portions of the Licensed Software; (c) reverse assemble, reverse engineer (except solely to the extent that applicable local law prohibits reverse engineering restrictions), translate, disassemble, decompile, decrypt or otherwise attempt to create or discover any source code, underlying algorithms, ideas, file formats or programming interfaces of the Licensed Software by any means whatsoever; (d) publish, disclose, display or make accessible, distribute, lease, pledge, sublicense, lend, provide, sell, transfer, assign or otherwise convey, or grant any security interest in, the Licensed Software (or any portion thereof), any other Confidential Information or any of Licensee's rights herein, in whole or in part, to any person or entity; (e) re-use the materials contained in the Licensed Software (or any part thereof) for monetary or other reward; or (f) use the Licensed Software in any manner not expressly and unambiguously authorized in this Agreement. Licensor reserves all rights not expressly and unambiguously granted herein. Any use of the Licensed Software not expressly and unambiguously authorized hereunder is considered a material breach of this Agreement.
3. Title. Notwithstanding anything to the contrary expressed or implied herein, Licensor and its licensors retain all title to, and all rights in the Licensed Software (except for the limited license granted in Section 1 above), all copies and derivative works thereof and all improvements, updates, plug-ins, enhancements thereto (by whomever produced), all related documentation and materials, and all patent, copyright, trademark, trade secret and other intellectual property rights inherent in or appurtenant to each of the foregoing, and Licensee will and hereby does irrevocably assign to Licensor and its licensors (and the successors and assigns of each) all right, title and interest in and to the same, and hereby forever waives and agrees never to assert against Licensor, its successors or licensors any and all intellectual property rights that Licensee may have in or to the same, even after the expiration or termination of this Agreement.
(a) For the Evaluation Edition of the Licensed Software: The term of the license granted herein will become effective as of the date Licensee accepts this Agreement and continue in effect thereafter for a period of thirty (30) days, unless earlier terminated as provided elsewhere herein. Subsequent downloads, installations or use of an evaluation version of the Licensed Software by Licensee or on Licensee's behalf will not extend, renew, or otherwise restart the term of the license granted herein.
(b) For the Commercial Edition of the Licensed Software: The term of the license granted herein will become effective as of the date Licensee accepts this Agreement and continue in effect for a one-year period, unless terminated as provided elsewhere herein (the "Initial Period"). Upon the expiration of the Initial Period, this Agreement can be renewed for successive renewal time periods specified on the Site at Licensor's then current fees. The Initial Period and any successive renewal period(s) shall be referred to herein collectively as the "Term."
5. Termination. This Agreement will terminate automatically without notice if Licensee breaches any term or condition of this Agreement. Upon termination, Licensee will immediately cease all use of the Licensed Software and documentation and return to Licensor or destroy all originals and copies of the Licensed Software, documentation, software created using the Licensed Software and all portions thereof and so certify in writing to Licensor. Except for the license granted to Licensee in Section 1 above and except as otherwise expressly provided herein, the terms and conditions of the Agreement will survive termination. Termination is not an exclusive remedy and all other remedies (including equitable relief) will be available to Licensor whether or not this Agreement is terminated.
6. Disclaimer of Warranties. (a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY WARRANTIES REPRESENTATIONS OR GUARANTEES OF ANY KIND WHATSOEVER. NEITHER LICENSOR NOR ANY PARTNER, OFFICER, DIRECTOR, EMPLOYEE, LICENSOR OR SUPPLIER OF LICENSOR NOR ANY AFFILIATE THEREOF MAKES OR GRANTS, AND LICENSEE HEREBY WAIVES, ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR USE, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING OR TRADE OR ANY WARRANTY THAT THE OPERATION OF, OR ACCESS TO, THE LICENSED SOFTWARE, ITS DATABASE OR UPDATE OF THE LICENSED SOFTWARE’S DATABASE CONTENT THROUGH PROVIDED UPDATES METHODS WILL BE UNINTERRUPTED OR ERROR FREE. LICENSOR MAKES NO COMMITMENT TO SUPPORT, MAINTAIN OR UPGRADE ANY OF THE LICENSED SOFTWARE OR THAT DEFECTS IN THE LICENSED SOFTWARE WILL BE CORRECTED. SOME STATES DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN ANY EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE YOU DOWNLOAD OR INSTALL THE LICENSED SOFTWARE (AS APPLICABLE). HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
(b) NOTICE OF SOFTWARE DISABLING DEVICES: THE LICENSED SOFWARE MAY CONTAIN SHUTDOWN AND/OR LOCKING MECHANISMS THAT REQUIRE THE USE OF A SERIAL NUMBER ("SERIAL NUMBER") AND WILL PREVENT USE OF LICENSED SOFTWARE. LICENSEE SHALL BE RESPONSIBLE FOR CONTACTING LICENSOR TO OBTAIN AN AUTHORIZED SERIAL NUMBER TO UNLOCK THE LOCKING MECHANISMS WITHIN THE LICENSED SOFTWARE. SUBJECT TO PAYMENT BY LICENSEE OF ALL APPLICABLE LICENSE FEES AND COMPLIANCE WITH THE OTHER TERMS AND CONDITIONS OF THIS AGREEMENT, LICENSOR WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO MAKE AVAILABLE SERIAL NUMBER FOR LICENSEE. NOTWITHSTANDING ANYTHING EXPRESSED OR IMPLIED IN THIS SECTION 6(b), IN NO EVENT SHALL LICENSOR BE REQUIRED TO DELIVER OR MAKE AVAILABLE TO LICENSEE ANY SERIAL NUMBER. IN THE EVENT THAT LICENSEE HAS PAID LICENSOR ALL APPLICABLE FEES AND LICENSOR DOES NOT MAKE AVAILABLE A SERIAL NUMBER ("WITHHELD SERIAL NUMBER "), LICENSEE'S SOLE AND EXCLUSIVE REMEDY AND LICENSOR'S SOLE AND EXCLUSIVE OBLIGATION WILL BE A REFUND IN THE AMOUNT EQUAL TO THE APPLICABLE LICENSE FEES PAID TO LICENSOR FOR THE SPECIFIC COPY OF LICENSED SOFTWARE CORRESPONDING TO THE WITHHELD SERIAL NUMBER. WITHOUT LIMITING THE FOREGOING, IF LICENSEE HAS NOT PAID THE APPLICABLE LICENSE FEES (I) LICENSEE SHALL NOT BE ENTITLED TO RECEIVE ANY SERIAL NUMBER, AND (II) LICENSEE ACKNOWLEDGES AND AGREES THAT (1) THE LICENSED SOFTWARE MAY, AT ANY TIME, AUTOMATICALLY, AND WITHOUT NOTICE, PERMANENTLY CEASE TO OPERATE OR FUNCTION, AND (2) IN NO EVENT SHALL LICENSOR OR ANY PARTNER, OFFICER, DIRECTOR, EMPLOYEE OR LICENSOR OR SUPPLIER OF LICENSOR HAVE ANY LIABILITY WHATSOEVER ARISING THEREFROM OR IN CONNECTION THEREWITH.
(c) LICENSEE EXPRESSLY UNDERSTANDS THAT PRAVIS CITATIONS’ DATABASE CONTAINING THE REFERENCES OF THE DECISIONS OF THE EUROPEAN COURTS OF JUSTICE ARE PROVIDED “AS IS” WITHOUT ANY GUARANTEES OF ANY KINDS WHATSOEVER OF ITS EXACT ACCURACY, AND THAT THE UPDATE PROCEDURE INCLUDED IN THE LICENSED SOFTWARE DOES NOT PROVIDE ANY ASSURANCE THAT THE DETECTED MISTAKES OR ERRORS IN THE DATABASE BE CORRECTED.
(d) The Licensee expressly acknowledges and agrees that although the Licensor grants the licenses to the Licensed Software set forth herein, no assurances are provided by the Licensor or any Contributor that the Software does not infringe the patent or other intellectual property rights of any other entity. The Licensor disclaims any liability to the Licensee for claims brought by any other entity based on infringement of intellectual property rights or otherwise. As a condition to exercising the rights and licenses granted hereunder, the Licensee hereby assumes sole responsibility to secure any other intellectual property rights needed, if any. For example, if a third party patent license is required to allow the Licensee to distribute the Software, it is the Licensee’s responsibility to acquire that license before distributing the Licensed Software.
(e) The case law reproduced in the licensed software is directly downloaded from the European Court of Justice's website, and is provided free of charge. The definitive version of these texts is or will be published in the "Reports of Cases before the Court of Justice and the Court of First Instance", the "Reports of European Community Staff Cases" or the "Official Journal of the European Union" which alone are authentic and, in the event of their differing from the electronic version, are alone to be regarded as authoritative.
7. Export Law Assurances. Licensee understands that the Licensed Software is subject to export control laws and regulations. Licensee shall not, and shall not allow any other person to, download or otherwise export or re-export the Licensed Software or any underlying information or technology except in full compliance with all Luxembourg, foreign and other applicable laws and regulations.
8. Trademarks. This License does not grant any rights to use the trademarks or trade names "Orfeo Solutions", "Pravis", or any other trademarks or trade names belonging to the Licensor (collectively "Orfeo Solutions Marks") or to any trademark or trade name belonging to any Contributor.
9. Indemnity. Licensee agrees to defend, indemnify and hold Licensor harmless against any and all damages, costs, liabilities, expenses and settlement amounts incurred in connection with any suit, claim, or action as a result of negligence, misrepresentation, error, act or omission on the part of Licensee or its representatives in utilizing the Licensed Software or arising out of the use of or inability to use the Licensed Software.
10. Limitation of Liability.
(a) NEITHER LICENSOR NOR ANY OF ITS LICENSORS, AFFILIATES OR ANY THIRD PARTY INVOLVED IN THE DEVELOPMENT OF THE LICENSED SOFTWARE WILL BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER RESULTING FROM (I) THE USE OR THE INABILITY TO USE OR ACCESS THE LICENSED SOFTWARE OR THE SITE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (III) MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE LICENSED SOFTWARE, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF LICENSOR'S TRANSMISSIONS OR DATA, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE OR GOODWILL, (V) WORK STOPPAGE IN ANY WAY ARISING OUT OF OR RELATED TO THE LICENSED SOFTWARE OR THIS AGREEMENT, (VI) COMPUTER FAILURE OR MALFUNCTION OR (VII) ANY AND ALL OTHER COMMERCIAL DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANY REPRESENTATIVE OF LICENSOR OR ANY THIRD PARTY INVOLVED IN THE DEVELOPMENT OF THE LICENSED SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF LICENSOR OR ANY OF ITS LICENSORS OR ANY THIRD PARTY INVOLVED IN THE DEVELOPMENT OF THE LICENSED SOFTWARE TO LICENSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE LICENSED SOFTWARE PROVIDED HEREUNDER EXCEED THREE TIMES THE AMOUNT OF THE FEE PAID BY THE LICENSEE TO AQUIRE HIS OR HER ANNUAL FEE. NO ACTION REGARDLESS OF FORM OR LEGAL THEORY ASSERTED, ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT BY LICENSEE AGAINST LICENSOR MORE THAN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CAUSE OF ACTION.
(b) The LICENSED Software may contain errors that could cause failures or loss of data, and may be incomplete or contain inaccuracies. The LICENSEE expressly acknowledgeS and agreeS that use of the Software, or any portion thereof, is at HIS OR HER sole and entire risk. THE LICENSED SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY, UPGRADES OR SUPPORT OF ANY KIND AND THE LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. THE LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE LICENSOR, AN AUTHORIZED REPRESENTATIVE OF THE LICENSOR OR ANY CONTRIBUTOR SHALL CREATE A WARRANTY. The licensee acknowledges that the Licensed Software is not intended for use in the operation of nuclear facilities, aircraft navigation, communication systems, or air traffic control machines in which case the failure of the Licensed Software could lead to death, personal injury, or severe physical or environmental damage.
11. Miscellaneous. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, warranties, representations, promises, understandings and commitments, oral and written, between the parties hereto with respect to the subject matter hereof. The words "include" and "including" will not be construed as terms of limitation. Neither this Agreement nor the license granted herein is assignable (whether by operation of law or otherwise) or transferable by License