Unless you are installing the software with a full license under a valid written license agreement, you may only use the software as a service (SAAS) for a trial period of ninety (90) days. Ohneuz shall own all campaigns created using the trial edition.
The Ohneuz trial edition is provided for non-commercial use only. This means that campaigns created using the trial version may only be used for evaluation purposes. Inclusion or use of campaigns created using the trial edition in a commercial product is expressly forbidden.
Please note that registration for this SAAS will be considered as use of the SAAS. Illegal use may subject you to criminal prosecution and a claim for damages.
1. If Licensee has a dedicated User License Agreement with Ohneuz, that User License Agreement is leading over this agreement.
2. The Licensee shall have no right to grant sub-licences under this agreement, and hereby undertakes not to do so.
3. A license to use the SAAS made available to Licensee in a hosted environment, means such license is provided on an Ohneuz basis only and does not entitle Licensee to a copy of the object code of such SAAS.
4. The Licensee undertakes, during the term of this agreement, not itself to exploit the Licensed SAAS other than for the creation of campaigns for evaluation and demo purposes and not for commercial use and or on behalf of third parties or parties under its Control.
5. Licensee shall not: modify, adapt, translate, decompile, disassemble or reverse engineer the Licensed SAAS or any part thereof in any form whatsoever, or otherwise attempt to derive source code or create derivative works there from, and shall not authorise or allow any third party to do any of the above; license, sell, offer or expose for sale, lease, loan, transfer, rent, charge, or otherwise encumber, give away or otherwise disseminate the Licensed SAAS, in whole or in part; integrate the Licensed SAAS into software programs or embedded systems of third parties.
6. This installation is licensed to a single, registered user. The registered user acknowledges and agrees to the terms and conditions of this license agreement.
7. By entering into this license agreement, Licensee acknowledges the right of Ohneuz to include safeguards against abuse of license granted hereunder and administrative (tracking) tools and the right of Ohneuz to activate (either manually or automatically) such safeguard to the extent abuse (including continued use on expiration or termination of the license) is suspected.
8. To the extent applicable, Licensee will be responsible for connection with and all data communications to the Ohneuz SAAS environment. Licensee shall keep all information with respect to access to the Ohneuz SAAS environment strictly confidential. Unauthorised access and transactions shall be the sole responsibility and risk of Licensee.
9. With respect to Evaluation Licenses Licensee will provide Ohneuz with all information processed through and/or generated by the Licensed Product, subject to the confidentiality obligations set out in the license agreement, for the purpose of evaluating the Licensed Product and for statistical and / or scientific research.
10. Ohneuz's products and services are licensed to Licensee, not sold. Ohneuz and/or its licensors own(s) or licenses all intellectual property rights in the Ohneuz products and services offering.
10.1. Licensee shall have no right to use or to allow others to use the Intellectual Property or any part of it. It shall not seek to register any Intellectual Property for itself or on behalf of Ohneuz without Ohneuz 's express consent;
10.2. Licensee shall not use any trademarks, trade names or branding which resemble Ohneuz's trademarks, trade names or get-up and which would therefore be likely to confuse or mislead the public or any section of the public;
10.3. Licensee shall not remove, alter or otherwise tamper with any trade marks, trade names, logos, numbers or other means of identification on the Products or the packaging therefore which come into Licensee's possession, custody or control, and shall not place any trade mark or trade name of its own on the Products or any packaging or other materials used in connection therewith.
11. Licensee shall notify Ohneuz of any actual, threatened or suspected infringement of any Intellectual Property of which Licensee becomes aware; and any claim by any third party of which it becomes aware that the Licensed Products infringes any rights of any other person.
11.1 In the event of a claim that Ohneuz infringes upon rights of third parties, Ohneuz may replace or modify Ohneuz or obtain a license to ensure the continued use of inBeacon, or if these solutions are not available or feasible on commercial reasonable terms, terminate this Agreement without incurring any liability with respect to such termination.
11.2 Despite the provisions of this the license agreement, Ohneuz has no obligation with respect to any claim of infringement that is based upon or arises out of: (i) any modification to the Licensed SAAS if the modification was not made by Ohneuz; or (ii) the use or combination of the Licensed SAAS with any hardware, software, products, data or other materials not specified or provided by Ohneuz; or (iii) use of Licensed Product in violation of this Agreement.
12. In addition to the foregoing Licensee shall, at the request and reasonable expense of Ohneuz take all such steps during the term of this agreement as the Ohneuz may reasonably require to assist Ohneuz in maintaining the Intellectual Property as valid and effective, or to take or defend any court or other dispute proceedings concerning intellectual property matters.
13. The Licensed SAAS is provided as is and Ohneuz does not make any warranties or representations with respect to its intended use. Ohneuz shall not be liable towards Licensee, customers of Licensee or any third party, for any damage, costs or losses as a result of use of the SAAS, including any indirect or consequential loss other than to the extent exclusion of liability is in violation of applicable law in which case the liability of Licensee will be limited to the consideration paid by Licensee to Ohneuz.
14. Ohneuz disclaims any warranty (i) that the Licensed SAAS is secure or immune from access, intrusion, corruption, modification or manipulation by an unauthorized third party; and (ii) that the Hosted Services are secure or immune from disabling code or computer viruses. Ohneuz shall have no liability whatsoever for such events. Ohneuz has a strict separation between its own office IT infrastructure and the infrastructure that supports the Hosted Services. The Hosted Services, as offered to the customer, are hosted by an ISO 27001 certified party.
15. Notwithstanding the foregoing, Licensee shall, immediately as it becomes aware of a matter that may result in a claim (whether against Licensee or only against Ohneuz):
1. Give notice to Ohneuz of the details of the matter;
2. Afford access to Ohneuz and permit copies to be taken of any materials, records or documents as Ohneuz may require to take action in accordance with these terms;
3. Allow Ohneuz, at its request, the exclusive conduct of any proceedings and take whatever action as Ohneuz shall direct to defend or resist the matter, including the use of professional advisers nominated by Ohneuz; and
4. Not admit liability or settle the matter without the prior written consent of the Ohneuz.
16. Licensee agrees that it shall at all times (both during the term of this agreement and after its termination) keep confidential, and shall not use (other than strictly for the purposes of this agreement) and shall not, without the prior written consent of Ohneuz, disclose to any third party any Confidential Information, unless the information:
1. Was public knowledge or already known to Licensee at the time of disclosure; or
2. Subsequently becomes public knowledge other than by breach of this agreement; or
3. Subsequently comes lawfully into the possession of the Licensee from a third party.
17. To the extent necessary to implement the provisions of this agreement (but not further or otherwise), Licensee may disclose the Confidential Information to any customers or prospective customers, to any relevant governmental or other authority or regulatory body, and (where Licensee is a body corporate) to any member of the same group of companies, and to any employees of Licensee, sub Licensees or agents appointed hereunder, provided that before any such disclosure Licensee shall make those persons aware of its obligations of confidentiality under this agreement and shall obtain a binding undertaking as to confidentiality from all such persons.
18. All documents and other records (in whatever form) containing Confidential Information supplied to or acquired by Licensee from Ohneuz shall be returned promptly to Ohneuz on termination of this agreement, and no copies shall be kept.
19. The obligations of each party under this agreement shall be suspended during the period and to the extent that that party is prevented or hindered from complying with them by any cause beyond its reasonable control, including (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant, machinery, network or the world wide web, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials, goods or raw materials in connection with the performance of this agreement.
20. In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension to the other party as soon as reasonably possible, stating the date and extent of the suspension and its cause, and the omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party. In the event that the cause continues for more than six months, either party may terminate this agreement by giving the other party 30 days' notice.
21. Without prejudice to any other provisions in this Agreement, Ohneuz shall have the right to terminate this Agreement for the future, at its own discretion, in whole or in part, with immediate effect and without any notice of default being required and without incurring any liabilities whatsoever.
22. If Licensee does not have a full license, Licensee may only use the SAAS on a trial basis.
22.1. The rights to use the trial version of the SAAS or Products are limited to a trial period of ninety (90) days. Licensee has the option to convert the trial rights to subscription rights. Conversion options will be presented to Licensee during or after expiration of the trial period. After the expiration of any trial period without conversion, the trial software will stop working running and the SAAS will not be available for further use.
22.2. Trial use of Ohneuz means that all campaigns from such SAAS shall be held solely by Ohneuz. Ohneuz may keep copies of these campaigns, as it sees fit. The Licensee may purchase rights to these campaigns from Ohneuz in return for a license fee commensurate with the use of Ohneuz during the trial period or for a fee otherwise agreed in advance of the trial. Rights to the Licensee's intellectual property represented by such campaigns does not pass to Ohneuz, remaining at all times the property of the Licensee. In case Licensee shall not execute its exclusive right to purchase rights to such campaignswithin three (3) months after the trial period Ohneuz shall promptly destroy such campaigns and send Licensee a confirmation of such destruction.
23. On termination of this agreement for any reason, Licensee shall cease to use SAAS and at its own expense within 15 days return to Ohneuz all property of Ohneuz then in the possession of Licensee, or otherwise dispose of the same as Ohneuz may instruct.
24. Ohneuz shall have the right to verify compliance with the foregoing by instructing a third party to enter the premises of Licensee and Licensee hereby irrevocably agrees and certifies that it will allow unrestricted access and cooperate in full with such third party for the reasonable purposes as set out herein.
26. This agreement shall be governed by and construed in accordance with Dutch law and each party hereby irrevocably submits to the jurisdiction of the Dutch Courts.