READ THIS AGREEMENT CAREFULLY BEFORE COMPLETING THE ACTIVATION/ INSTALLATION PROCESS AND/OR USING THE PACKAGE.
THIS THIRD-PARTY PACKAGE LICENSE AGREEMENT REFERS TO THE PRODUCTS CREATED BY THE THIRD-PARTY VENDOR AND NOT Orckestra.
THIS THIRD-PARTY PACKAGE LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AS THE CUSTOMER ("LICENSEE" or "YOU") AND THE THIRD-PARTY VENDOR WHO PROVIDED THE PACKAGE (SOFTWARE, ADD-ON, CONNECTOR, THEME OR DESIGN. REFFERED TO AS THE ("LICENSOR").
FOR THE PACKAGE (REFFERED TO AS THE "PACKAGE") WHICH INCLUDES ADD-ON, CONNECTOR, THEME OR DESIGN, THE DATA SUPPLIED WITH IT, PRINTED MATERIALS AND ONLINE OR ELECTRONIC DOCUMENTATION ("DOCUMENTATION").
BY INSTALLING THE "PACKAGE" OR CLICKING ON THE "ACCEPT"/"CONFIRM" BUTTON YOU ARE CONFIRMING THAT YOU HAVE READ AND ACCEPTED THIS AGREEMENT WHICH WILL BIND YOU, INCLUDING THE PROVISIONS CONCERNING CHOICE OF APPLICABLE LAW, THE LICENSOR'S EXCLUSIONS AND LIMITATIONS OF WARRANTIES AND LIABILITY AND VENUE FOR POSSIBLE DISPUTES.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT WE ARE UNWILLING TO LICENSE THE PACKAGE TO YOU AND YOU SHOULD CLICK ON THE REJECT BUTTON AND NOT ACTIVATE, INSTALL OR USE THE PACKAGE. IF ALREADY INSTALLED, YOU SHOULD SHOUD REFRAIN FROM USE OF AND EMIDIATELY DELETE THE PACKAGE FROM YOUR COMPUTER AND DESTROY OR RETURN TO THE LICENSOR ANY UNLICENSED COPIES OF THE PACKAGE THAT YOU MAY HAVE IN YOUR POSSESSION.
In consideration of the Licensee agreeing to abide by the terms and conditions of this License, and subject to due payment of the applicable license fee, the Licensor hereby grants to the Licensee either:
- on a one-off payment; or
- for "SUBSCRIPTION" a period as specified when activating the PACKAGE online (the PACKAGE is IN SUCH CASE ALWAYS activated online)
a limited, personal, non-exclusive, non-transferable and non-assignable right to activate, install, use, access, display and run the PACKAGE and use the Documentation until terminated in accordance with clause 10 of this Agreement. The Licensee may for its own personal use activate, install, use, access, display and run the PACKAGE on any computer owned or controlled by Licensee for the exclusive purpose of constructing, maintaining and operating websites, extranet and Intranet in accordance with this Agreement.
All rights not expressly granted to the Licensee under this Agreement or permitted by any local law are reserved to the Licensor, and the Licensee agrees not to take or permit any action with respect to the PACKAGE that is not expressly authorised under this Agreement or permitted by any local law.
The Licensee acknowledges that:
For the avoidance of doubt, the Licensee may not:
The Licensee agrees to keep all copies of the PACKAGE and Documentation secure and to include the copyright notice of the Licensor on all entire and partial copies of the PACKAGE in any form.
The PACKAGE is licensed to the Licensee only and is binding on the Licensee and the Licensor.
If the Licensee breaches any provision of this clause 2, the License set out in clause 1 will automatically terminate in accordance with clause 10.
By using the on-line activation the PACKAGE will be available to the Licensee for use upon the Licensee's receipt of one or more license activation keys. Upon acceptance of this Agreement, the Licensee may obtain one or more license activation keys by paying the requisite license fees, using the procedure set forth on the Licensors website. Obtaining the PACKAGE by on-line activation gives the Licensee the right to use the PACKAGE (as described in clause 1 (License Grant) above) for the period indicated when the PACKAGE is activated.
Packages will be fully functional for a trial period, after which key functionality will stop functioning. To use this package beyond the trial period you must purchase a license. You do not need to reinstall / reconfigure this package in order to switch to licensed use. This package is available for evaluation purposes to help you determine if the functionality delivered by the package meet your requirements. During the trial period the package is 100% functional without any loss of features.
You can obtain a license that is not limited to evaluation by paying the requisite license fees, using the procedure set forth by Licensor on their website.
During the trial period the packages are delivered "as is" without any warranty of any kind and any risks related to the use of this package is solely yours. The owner of this package(s) cannot be held responsible for any damages your use of this evaluation version may cause.
Payment for third-party Products and Services shall be at prices and under terms stated on the Orckestra website, as otherwise stated from time to time. All prices are exclusive of taxes (VAT or otherwise), which may or may not be added to the price, depending on applicable law and the legal residence of the Customer.
Payment shall always be made in advance for the entire subscription period unless specifically agreed otherwise.
The Licensor is entitled to adjust the prices and functionality from time to time. Adjusted prices shall take effect upon any subsequent term of subscription period or Service.
BY ACCEPTING THIS AGREEMENT THE LICENSEE ACCEPTS THAT THE LICENSOR DOES NOT REFUND ANY LICENSE FEE IF THE PACKAGE IS ACTIVATED OR INSTALLED AND TAKEN INTO USE AND ONCE LICENSE FEE PAYMENT IS MADE TO THE LICENSOR THE LICENSEE WILL HAVE NO RECOURSE FOR RECEIVING A REFUND OF ANY PART OF LICENSE FEE.
the Package is provided "as is" with no representation, guarantee or warranty of any kind as to its functionality.
Any warranty available to the Licensor by law or legal practice is disclaimed and shall be void to the furthest extend possible. The Licensor hereby excludes to the fullest extent permissible in law, all conditions, warranties (including without limitation any warranty that the PACKAGE will meet the Licensee's requirements or that its operation will be uninterrupted or error free) and stipulations, express (other than those set out in this Agreement) or implied, statutory, customary or otherwise which, but for such exclusion, would or might subsist in favour of the Licensee.
The Licensee acknowledges that the PACKAGE has not been developed to meet the individual requirements of the Licensee and that it is the Licensee's responsibility to examine and ensure that the facilities and functions of the PACKAGE as described in the Documentation will meet its requirements.
The Licensee acknowledges that the PACKAGE may not be free of bugs or errors. The Licensee agrees that the existence of any minor errors shall not constitute a breach or default on behalf of Licensor. THE THIRD-PARTY VENDOR AND Orckestra IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE PACKAGE.
Nothing in this Agreement shall exclude or in any way limit the Licensor's liability for fraud, or for death and personal injury caused by its negligence, or any other liability to the extent that it cannot be excluded or limited as a matter of law.
Subject to the above the Licensor disclaims and shall not be liable under or in connection with this Agreement for:
Without prejudice to the above mentioned, the Licensor's maximum aggregate liability under or in connection with this Agreement (whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise) shall be limited to the price paid for the PACKAGE.
Licensor has no responsibility for the functionality and usability of PACKAGE adaptations and implementations made by Licensee and its external suppliers, even when such have been made by a Certified Orckestra Solution Partner or a Orckestra Distributor.
If any clause or part of this Agreement is found by competent authority to be unlawful, invalid or unenforceable to any extent, such term, condition or provision will, to the extent required, be severed from this Agreement which will continue to be valid to the fullest extent permitted by law.
If the Licensor fails at any time during the term of the Agreement to insist on strict performance of any of the Licensee's obligations under the Agreement, or if the Licensor fails to exercise any of the rights or remedies to which he is entitled under this Agreement, this shall not constitute a waiver of such rights or remedies and shall not relieve the Licensee from compliance with such obligations.
A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default and no waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to the Licensee in writing.
The Licensee acknowledges that the PACKAGE including its structure, organisation and source code as well the activation code, license key or the delivered media containing the PACKAGE, the Documentation and all other information provided by the Licensor are the valuable trade secrets and proprietary confidential information of the Licensor. The Licensee therefore agrees to treat these as confidential and not to provide or disclose any such confidential information in the PACKAGE or derived from it to any third party.
This Agreement shall commence upon the earlier of the Licensee's acceptance of this Agreement by clicking on the "ACCEPT"/"CONFIRM" button or the Licensee installing or activating the PACKAGE and is effective until terminated in accordance with this clause.
This Agreement will terminate immediately without notice from the Licensor if the Licensee fails to comply with any term or condition of this Agreement. Upon termination for any reason whatsoever, all rights granted to the Licensee under this Agreement shall cease, the Licensee must cease all activities authorised by this Agreement and the Licensee must immediately delete or remove the PACKAGE from all computer equipment in its possession and immediately destroy or return (at the Licensor's option) all copies of the PACKAGE and Documentation then in its possession, custody or control, to the Licensor.
For the sake of good order it is expressly stated that Licensor is entitled to suspend or terminate the access to use by Licensee of any PACKAGE and PACKAGE copies should Licensor not receive payment due for such use.
If the PACKAGE has been obtained on a subscription basis, the Licensor is at any point in time entitled to terminate the License should Licensor not receive payment due for such use.
AT THE EXPIRY OF ANY SUBSCRIPTION PERIOD THE TERM WILL BE AUTOMATICALLY RENEWED. EITHER PARTY MAY AT ANY TIME IN WRITING, AND WITH THREE MONTHS' PRIOR NOTICE TO THE END OF A PAYMENT TERM, TERMINATE THIS AGREEMENT.
IN CASE OF TERMINATION FOR WHATEVER REASON NO REFUND WILL BE MADE OF THE SUBSCRIPTION PERIOD FEES PAID.
No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this license.
Licensee recognises that the PACKAGE and documentation pertaining thereto contains valuable proprietary information and trade secrets which are the property of or are licensed to Licensor.
Licensee shall indemnify and hold Licensor harmless from any loss, damage, claim or liability caused by a violation of this Agreement by Licensee.
The Licensor may from time to time create modifications to or new versions or releases of the PACKAGE which, at its complete discretion, it may choose to either offer to license for a fee to, or license free of charge to, the Licensee. Any such modifications, new versions or releases will be licensed under the terms of this Agreement.
Product support for the PACKAGE is provided by the THIRD-PARTY VENDOR who created the PACKAGE and not Orckestra. For support please contact the THIRD-PARTY VENDOR registered in relation to the PACKAGE on the Orckestra website.
In respect of PACKAGE which has been obtained by online activation, the Licensor may amend any of the terms and conditions of this License by providing written notice of the proposed changes to the Licensee no later than three months before it wishes the change(s) to come into effect. On receipt of such written notice (set forth by Licensor) the Licensee may choose either to accept the amended terms or to terminate the Agreement and all its use of the PACKAGE by giving at least three months notice to the Licensor.
If the Licensee thus chooses to terminate the entire Agreement and discontinue all its use of Software or PACKAGE, providing that the Licensee has complied with all terms and conditions of this Agreement, the Licensee will then be entitled to a pro rata refund in respect of the license fee paid. Such refund will be from the date of termination under this clause until the expiry of the term for which payment has already been made. Following such termination the Licensee must entirely cease using the PACKAGE.
The Licensor may at any time sub-license, assign, charge or otherwise transfer any of its rights or obligations under this license, provided it gives written notice to the Licensee of any sub-license, assignment, charge or other transfer.
This Agreement is governed by the substantive laws of the kingdom of Denmark. Any dispute arising from, or related to, any term of this Agreement shall be subject to the exclusive jurisdiction of the courts of Copenhagen, Denmark. Venue for disputes shall be Copenhagen Denmark.
The Licensee acknowledges and agrees that notwithstanding the fact that this Agreement is governed by the laws of the Kingdom of Denmark, the Licensee may be subject to additional laws in other jurisdictions with respect to the Licensee's use of the PACKAGE. The Licensee will comply with the laws of any jurisdiction that apply to the PACKAGE, including without limitation any applicable export laws or regulations.
This Agreement contains all the terms which the parties have agreed in relation to the subject matter of this Agreement and supersedes any prior written or oral agreements, representations or understandings between the parties in relation to such subject matter.
Licensor disclaims any effect that the installation of new releases and versions may have on the Licensor IT-systems and installations other than the original unmodified PACKAGE.
Licensor has no further responsibility for the functionality and usability of PACKAGE adaptations and implementations made by Licensee and its external suppliers, even when such have been made by a Orckestra CMS Certified Solution Providers.