END USER LICENSE AGREEMENT FOR QAUTOMATE PRODUCTS
This license agreement (“Agreement”) is between Licensee and Licensor QAutomate Oy (ltd.) (“QAutomate”). This Agreement authorizes Licensee to use the Software under the terms and conditions set forth below. Please read the terms and conditions of this Agreement carefully as continuing with any setup procedure, installing or otherwise using the Software will indicate Licensee´s acceptance of all of the terms and conditions of the Agreement including without limitations the warranty disclaimers and limitations of liability provisions below (“Acceptance”). If Licensee does not agree to the terms and conditions, Licensee shall not download, install or otherwise use the Software and shall destroy or return the Software, all copies and accompanying documentation thereof.
1. Definitions
“Intellectual Property Right” shall mean patents, petty patents, utility models, designs (whether or not capable of registration), design patents, inventions, database rights, chip topography rights, protection of works of authorship or expression, including copyrights and future copyright and copyright and future copyright of Derivative Works, domain names, trademarks, trade names and any other industrial and intellectual property rights, whether registered or not and applications, divisions, continuations, renewals, re-exams and reissues for any of the aforementioned respectively as well as any trade secrets, and the rights to prosecute, enforce and obtain remedies.
“Licensee or You” shall mean a person or business entity who has acquired this license to use the Software or for whom such license was acquired.
“Software” shall mean the software application identified in this Agreement in object code form or any part thereof including any files supplied and any and all copies, updates, modifications, additions, documentation or any parts or portions thereof as well as any content provided with the Software and any physical storage medium, if applicable .
2. Grant of License
Upon preceding payment of License Fee for License Period and Acceptance and subject to Licensee´s compliance with the terms and conditions of this Agreement and respecting all the laws in force in the jurisdiction in which the Software is used QAutomate grants to Licensee a non-transferable, non-exclusive, non-sub-licensable limited license to use the Software in accordance with the obligations and limited rights and restrictions set forth in this Agreement and any related agreement or order document.
Except as expressly provided herein, Licensee is not granted any other right or license to patents, copyrights, trade secrets, or trademarks with respect to the Software.
3. Ownership, Proprietary Rights and Protection
The Software and all rights, without limitation including Intellectual Property Rights therein, are owned by QAutomate, its affiliates and/or its licensors and are protected by international treaty provisions and all other applicable national laws of the country in which it is being used. QAutomate, its affiliates and its licensors shall retain all right, title and interest in and to the Software. The structure, organization, and code of the Software are the valuable trade secrets and confidential information of QAutomate, its affiliates and/or its licensors.
Licensee acknowledges and agrees that the Software constitutes and contains valuable Intellectual Property Rights of QAutomate, its affiliates and of its applicable licensors. Licensee will at all times recognize and act consistently with QAutomate, its affiliates and its applicable licensors´ Intellectual Property Rights in the Software, regardless of whether patents have been issued thereon, and will not in any way act, or fail to act in any manner, to intentionally or negligently harm such Intellectual Property Rights.
4. Other Restrictions
Licensee shall not: (i) use, copy, reproduce or transfer the Software or any copy, modification, or merged portion, in whole or in part, except as expressly provided for in this Agreement; (ii) modify, alter, adapt, translate, reverse-engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, file formats or programming interfaces of the Software; (iii) remove or cause to be removed any copyright, trademark, patent or any other proprietary legend or notices from any copy of the Software; (iv) rent, lease, resell, lend, assign sub-license, or transfer the Software; or (v) use the Software for any purposes the Software is not intended to.
5. Technical Support
QAutomate has no obligation to furnish You with technical support unless separately agreed in writing between You and Qautomate.
6. Termination
This license is effective until terminated. This Agreement will terminate automatically if Licensee fails to comply with its terms and conditions.
Failure to pay License Fees will terminate this License and the right of Licensee to use the Licensed Software. QAutomate revokes access to Licensed Software at its discretion upon failure to pay License Fees and without liability. Licensee undertakes to cease the use of Licensed Software of its own initiative if License Fees are not paid.
QAutomate may terminate this Agreement immediately should any Software become, or in QAutomate´s reasonable opinion be likely to become, the subject of a claim of infringement of Intellectual Property Rights.
7. Limited Warranty and Disclaimer
YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER QAUTOMATE, ITS AFFILIATES OR ITS LICENSORS, NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY INTELLECUAL PROPERTY RIGHTS OR OTHER RIGHTS. THERE IS NO WARRANTY BY QAUTOMATE OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QAUTOMATE, ITS EMPLOYEES OR AFFILIATES OR LICENSORS BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF QAUTOMATE OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL QAUTOMATE’ LIABILITY EXCEED AMOUNTS PAID TO QAUTOMATE BY LICENSEE UNDER THIS AGREEMENT.
12. Other terms
This Agreement creates no obligations on the part of QAutomate other than as specifically set forth in this Agreement.
Licensee agrees that this is the complete and exclusive statement of the Agreement between Licensee and QAutomate, which supersedes any proposal or prior agreement, whether oral or written, and any other communications between Licensee and QAutomate relating to the subject matter of this Agreement. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected. This Agreement may only be modified in writing by an authorized officer of QAutomate.
This Agreement will be governed by the laws of Finland excluding the choice of law provisions. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof shall be finally settled at QAutomate discretion (i) at Your domicile´s competent courts; or (ii) in arbitration by single arbitrator in accordance with the Arbitration Rules of Central Chamber of Commerce of Finland. The arbitration shall be conducted in Helsinki, Finland, in the English language. The award shall be final and binding on the parties.
With starting program Licensee accepts the terms and conditions of this Agreement.
