IMPORTANT: PLEASE READ CAREFULLY! THIS IS A LEGAL AGREEMENT BETWEEN THE COMPANY – PROVIDER (AS DEFINED BELOW) AND YOU (AS AN INDIVIDUAL OR, IF APPLICABLE, ON BEHALF OF A NATURAL OR A LEGAL PERSON ON WHOSE COMPUTER THE SOFTWARE IS INSTALLED, HEREINAFTER ALSO “CLIENT”). IF YOU CLICK ON THE “I AGREE” BUTTON OR IF YOU INSTALL THE SOFTWARE PRODUCT PROVIDED WITH THIS AGREEMENT (HEREINAFTER REFERRED TO AS THE “SOFTWARE”), YOU WILL BE BOUND BY THE TERMS OF THIS AGREEMENT.
SOFTWARE END USER LICENSE AGREEMENT
- Authorized Purposes, for purposes of this Agreement shall mean your personal purposes or internal business purposes of you or your affiliates including the commercial or non-commercial purposes. An authorized purpose under this Agreement does not include the provision of the Software or any parts thereof in any form to third parties.
- License Key is a unique alphanumeric sequence related to the Software supplied by the Provider to you; generated for and limited to a certain ServiceNow instance and a named SnowMirror instance.
- Initial Period, for purposes of this Agreement shall mean, the period beginning on the day, on which you downloaded or otherwise acquired the Software and lasting for a period specified in art. 3.a of this Agreement.
- Extended Period, for purposes of this Agreement has the meaning defined in article 3.b of this Agreement.
- Validity Period, for purposes of this Agreement shall mean the Initial Period and all following Extended Periods.
- Year, 12 consequent calendar months.
- Provider for the purposes of this Agreement means the company GuideVision UK Ltd., with registered office 71-75 Shelton Street, Covent Garden, LONDON, WC2H 9JQ, Company number 09678429
- Reseller, an authorized reseller, distributor or licensee of the Software who is licensed by the Provider to sell the Software to the Client.
- Software for the purposes of this Agreement means the SnowMirror for ServiceNow software product of the Provider.
- Free Software for the purposes of this Agreement means the Software provided by the Provider for free of charge for non-commercial purposes only.
- ServiceNow means for the purposes of this Agreement, the Software platform ServiceNow ® in any variation, which is property of the company SERVICENOW Inc. 3260 JAY STREET SANTA CLARA, CA 95054. ServiceNow ® is a registered trademark of SERVICENOW INC.
- WWW means web pages of the Provider: http://www.snow-mirror.com/
2. Granting of the license, related provisions.
- Terms and Conditions of granting of the license. Terms and Conditions of granting of the license for purposes of this Agreement shall mean the conditions specified in this Agreement and: (i) in your order, if you downloaded the Software in an electronic form via the Internet or (ii) on the packaging of the Software, if you purchased your Software on a CD, or other physical media. Terms and Conditions are valid also for the use of the Free Software.
- Granting of the license. In accordance with the Terms and Conditions, the Provider hereby grants you a non-exclusive and non-transferable right to use the Software for the entire duration of the Validity Period exclusively in the form of a machine code or an object code, solely for Authorized Purposes in accordance with the Terms and Conditions and the supported License Key. This right is enforceable for the Validity period, unless the Client terminates the Agreement pursuant to paragraph 3. The Provider is entitled to supervise the fulfilment of Terms and Conditions.
- Price for the granting of the license is given by the pricelist of the Provider or the Reseller. The price for granting of the license will be paid in form of annual fees, which are paid for each Year on the basis of the invoice issued by the Provider or Reseller. The invoices shall be due within 30 days of the date of issuance. The Provider or Reseller is entitled to issue an advance invoice. An invoice for each Year will be issued within 2 months prior to the start of each relevant Year, except the invoice for the first Year, which will be issued on the basis of your order, unless you confirm in your order one-time total payment for whole Initial period (i.e. 36 months). The License Key valid for any given Year will be provided only after the annual fee for the respective Year is properly paid, except the License Key for the first Year which shall be provided after the Provider receives and accepts properly filled in a signed Purchase Order.
- Restrictions. You shall not commit these actions, nor enable a third party to do so: (i) duplicate the Software for any purpose other than it is reasonably necessary for use under this Agreement in accordance with the Authorized Purposes and for off-line archiving and recovery system; system restoration; (ii) install the Software on more computers than it is stated in the Terms and Conditions; (iii) use License Key in other ways than expressly permitted by this Agreement, in particular to use License Key for different purposes than Authorized Purposes or for different ServiceNow instance or SnowMirror instance than determined by the Provider; (iv) make the License Key available to any third party with the exception of the representatives of the Provider or Reseller in order to obtain technical support for the Software; (v) disclose the Software or use it for any purpose other than for Authorized Purposes; (vi) perform reverse analysis, disassemble, decompile, translate, manipulate, modify or extract the Software (or any part thereof), except as expressly permitted by law; (vii) edit, change or otherwise modify the Software, except to the extent expressly permitted by law; (viii) transfer, pledge, rent, share or sublicense the Software; (ix) provide access to any third party or enable to use the Software in the Service Department. In the case of breach of any provision of this Agreement by you the Provider is entitled to require the reimbursement of the damages and lost profits for each case of breach.
- Updates. During the Validity Period, the Provider may issue updates. Updates will be deemed Software for all purposes under this Agreement. You acknowledge that, to the maximum utilization of the Software, you must regularly download the updates and install them. The Provider has no obligation to provide Updates after the termination of this Agreement. The Provider reserves the right to terminate the provision of Updates for any version of the Software other than the most current version, or for the use of the Software in connection with other than the most current versions of operating systems or other third-party Software including ServiceNow.
- Client Comments. The Provider welcomes your comments concerning the Software, including notification of errors, defects and failure of the Software as well as your suggestions for additional features and functions. Please send us your comments and opinions via the Web form or email, which you can find at WWW. The Provider has no obligation to respond to any such questions or suggestions. By sending your questions or comments via the above form, you grant the Provider an unlimited, irrevocable, royalty free, worldwide right and license under your intellectual property to implement your comments and suggestions in the Software and other products and services provided by Provider, its affiliates and their rightful licensees, licensors as well as their successors.
3. Termination of the Agreement.
- Initial Period is 36 months from conclusion of this Agreement, if it is not agreed differently in any individual Purchase Order
- Extension of the Validity Period. Before the termination of the Initial Period or the Extended Period, the Provider can offer you the option to extend the license granted under this Agreement for the current price set by the Provider. If you follow the instructions contained in such offer and pay the price specified in such offer, the Validity Period will be extended by the period of 36 months (Extended Period).
- Termination of the Agreement. In addition to the reasons arising from law or practice (equity), the Provider may terminate at any time, without any prior notice, only if you violate this Agreement seriously. The serious violation of this Agreement means the use of the Software in the contradiction to this Agreement, delay with the payment of the price for granting of the license longer than 10 days and all other breaches of the essential Terms and Conditions. In the case of termination of this Agreement for any reason the Provider is entitled to keep the price for granting of the license already paid by the client as a contractual penalty.
- The effects of the termination of the Agreement. The termination of the Agreement is effective to the date of delivery of the written termination to other contracting party to the address provided at the order. Upon the expiration or termination of this Agreement, you must cease using the Software and destroy all copies thereof (including archive). The Provider can stop providing Updates and the Software functionality may be terminated. Articles 4, 5, 6 of this Agreement shall remain in force even after the termination of this Agreement.
4. Ownership rights.
- The Provider reserves all rights to the Software, even which are not expressly stated in this Agreement. All rights, trademarks and other intellectual property rights relating to the Software are the property of the Provider or its licensors and are protected by copyright laws, international conventions, and other applicable legislation. Provider is entitled to dispose with all rights, trademarks and other intellectual property rights relating to the Software without any restrictions. Any copies of the Software, you are entitled to make under this Agreement must contain the entire clause on copyright and other notices contained in the original copy of the Software.
- The Client acknowledges that the ideas and expressions contained in the Software (and any modifications thereof or updates thereto provided to the Client by the Provider) and any particulars thereof provided to the Client by the Provider are confidential and the Client undertakes not to divulge such information to a third party and only to divulge such information to its associated companies, agents and employees as is strictly necessary to enable it to be used in accordance with and for the purposes hereof and the Client undertakes to ensure that such entities maintain such confidentiality and the Client acknowledges that the terms of this Clause shall survive the termination for whatever reason of this license.
- The Client acknowledges that it obtains no intellectual property rights whatsoever in any Software or documentation by virtue of this license agreement.
- General Provisions. The Provider guarantees that upon delivery or download of the Software and for a period of thirty (30) days after its delivery or download, the CD (if there is any Software delivered on such media), on which the Software is delivered, will be without any factual defects and that the Software will work in material respects in accordance with the relevant specifications. The above warranty applies only to the Software supplied in the original form; it does not apply on the Updates. Your sole and exclusive entitlement in case of failure to comply with this warranty is the right to replacement of the defective media or Software, or, at the discretion of the Provider, to return the Software against the entire amount paid. All justifiable claims arising from the warranty shall be satisfied within 15 days from receiving of written notice. In order to benefit from your rights referred to in this article 5, you must uninstall and destroy all copies of the Software that you have made (including any archival copies) and (i) if you purchased the Software in the form of a downloadable file, follow the instructions on the WWW or (ii) if you purchased the Software in any other way, return the Software in its original packaging, with the proof of purchase at the point of purchase.
- Free Software. In relation to Free Software, the provisions of this article 5.b shall apply instead of the provisions of article 5.a. All Software is provided as it is, without warranty and without warranty and without any support or other services by the Provider.
- Exclusion of Warranties. EXCEPT AS EXPRESSLY REFERRED TO IN ARTICLE 5.a OF THIS AGREEMENT, THE PROVIDER DOES NOT ASSUME AND RECOGNISE ANY OTHER EXPRESS WARRANTIES OR WARRANTIES ARISING FROM LEGISLATION, RELATING TO THE SOFTWARE, MEDIA OR ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING, INTER ALIA, IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE PROVIDER DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE 100% PROTECTION.
- Hazardous Environments You hereby acknowledge that the Software is not designed or licensed for use in hazardous environments, including non-exclusively the operation of nuclear facilities, aircraft navigation systems, air traffic control systems, life support systems, weapon systems, and any other environment in which physical injury or death could be caused due to the failure or inability to use the Software. Without limiting the provisions of articles 5.b and 5.c of this Agreement, the Provider and its licensors hereby disclaim all express or implied warranties and responsibility for use of the Software in such environments.
- The Client hereby warrants that it has not been induced to enter into this Agreement by any prior representations whether oral or written made by the Provider except as expressly contained in this license and the Client hereby waives any claim for breach of any such representations which are not so contained.
- The Client acknowledges that the Provider shall not be liable or responsible for any representations whether oral or written made by a Reseller.
- The Client indemnifies and holds the Provider fully harmless for any loss, liability, damages or costs directly or indirectly sustained or incurred by the Provider as a direct or indirect result of the use of the Software by the Client otherwise than in accordance with the terms of this license.
6. Limitation of Liability.
NEITHER THE PROVIDER, NOR ITS SUPPLIERS OR RESELLERS ARE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES INCLUDING, INTER ALIA, LOST PROFIT OR REVENUES, LOSS OF PRIVACY, LOSS OF BENEFIT FROM ANY COMPUTER OR SOFTWARE, INCLUDING THIS SOFTWARE, OPERATION INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER MONETARY LOSS), ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SOFTWARE, WHICH IS PROVIDED ON ITS BASIS. THIS DOES NOT APPLY EVEN IN SUCH CASE, WHEN THE PROVIDER POINTED OUT THE POSSIBILITY OF SUCH DAMAGES, THE DAMAGE CAUSE OR THE THEORY OF DAMAGE LIABILITY WILL NOT BE CONSIDERED. LIMITATION OF LIABILITY FOR DAMAGES ACCORDING TO THE PRECEDING SENTENCE SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE PROVIDER’S LIABILITY FOR ANY DAMAGE RELATED TO THE SOFTWARE SHALL IN NO EVENT EXCEED THE AMOUNT WHICH YOU ACTUALLY PAID FOR THE SOFTWARE.
- The Software has not been written to meet the individual requirements of the Client and it is the sole responsibility of the Client to satisfy itself prior to entering this Agreement that the Software will meet its requirements and be compatible with its hardware/software configuration. The Provider makes no warranty or representation in that respect and no failure of any part or the whole of the Software to be suitable for the Client’s requirements shall entitle the Client not to accept the same or give rise to any right or claim against the Provider.
- Neither the Provider, its Resellers or its licensors or suppliers shall not be liable for any loss or damage of whatsoever nature suffered by the Client arising out of or in connection with any breach of this license by the Client or any act, misrepresentation, error or omission made by or on behalf of the Client (including without prejudice use of the Software by someone with inadequate training or experience) or arising from any cause beyond the reasonable control of The Provider, its licensors and its suppliers.
7. Information protection and security.
- Reference. You agree, that the Provider, his distributors and resellers are entitled to use your name, the name of your organization or of your company (depending on who is the contractual party of this agreement and user of the Software) including your logo as a reference on their websites and in other marketing materials. You can reject such usage of Reference in written mail to the Provider.
- Consent with electronic notification. By accepting this Agreement you express your consent with receipt of all electronic messages from the Provider, especially notifications, contracts, legally required disclosures, commercial offers or other information relating to the Software (hereinafter jointly referred to as the “Notification”). The Provider may provide such electronic notifications by their publishing on the WWW or sending via email. If you wishes to cancel your consent with the electronic receipt of Notifications, depending on a type and nature of the Notification, you must click on the particular link at the bottom of any such Notification.
- Deactivation. Once the Software is paid, the Provider is not obliged to return any part of the paid price if the Customer stops using this Software.
8. Terms and conditions of the products of third parties.
The Provider used various publicly available software libraries of third parties (hereinafter referred to as the “Third Party Software”) which are a legal part of the Software in accordance with their individual license policies. By accepting this Agreement, you acknowledge and agree that the individual license terms and conditions of Third Party Software may differ from the license terms and conditions laid down for the Software. The user is obliged to get acquainted with the license terms of the Third Party Software and shall comply with these license terms. This Third Party Software may only be used with the Software supplied with it, may not be used separately, or with any other Software or device.
9. Miscellaneous Provisions
- Entire Agreement. This Agreement constitutes the entire Agreement between the agreementing parties and supersedes any prior oral or written communications, statements and agreements relating to the subject matter of this Agreement. If any Purchase Order entered into under this agreement contains a provision that is in conflict with any provision of this agreement, the contracting parties have agreed that in such a case, the text and content of the Purchase Order is decisive.
- Amendments; Waiver of Rights. This Agreement may be wholly or partially modified or amended only on the basis of a written agreement duly signed by both contracting parties or on the basis of further electronic agreement submitted by the Provider, and accepted by you. If the Provider does not require or enforce strict performance of any provision of this Agreement, it shall not be deemed a waiver of any provision or right.
- Severability. The parties desire and insist that any provision of this Agreement was held enforceable to the full extent permitted by law. If any provision of this Agreement or the application thereof to any person or circumstance is found to be wholly or partly illegal, invalid or unenforceable to any extent, that provision will be construed in a manner that allows the maximum enforceability pursuant to applicable legislation. In addition to the provisions that were found to be illegal, invalid or unenforceable, all other provisions of the Agreement and the application thereof to any person or circumstance shall remain in full force and effect in any case.
- Language. The default and decisive language of this Agreement is English. If the Provider provides, in order to facilitate the process, one or more translated versions, in case of conflict or discrepancy, the English-language version is decisive.
- Jurisdiction. This Agreement is governed by the laws of England and Wales. Any possible disputes regarding the contents and execution of this Agreement shall be settled amicably. If an amicable solution is not possible, the dispute shall be settled by an English Court and the Client hereby submits to the non-exclusive jurisdiction of the English Courts and agrees that the Provider shall have the right, in its absolute discretion, to commence proceedings elsewhere.