Project License

Copyright (c) 2012, Interworks, SA.
All rights reserved.


THIS END USER LICENSE AGREEMENT ("AGREEMENT") IS BETWEEN INTERWORKS (THE "COMPANY") AND THE PERSON WHO OPENS THIS PACKAGE OR USES THE SOFTWARE, WHICH ACCOMPANIES THIS AGREEMENT (THE "USER"). THIS AGREEMENT GIVES A USER THE RIGHT TO ACCESS AND USE THE COMPANY'S PRODUCTS AND SERVICES ("PRODUCTS") PURCHASED FROM THE COMPANY, ITS RESELLERS OR AGENTS PURSUANT TO A PURCHASE AGREEMENT, CONTRACT, SALES ORDER, INVOICE OR SIMILAR DOCUMENT ("PURCHASE CONTRACT"). THE COMPANY IS WILLING TO GRANT A USER THE RIGHT TO ACCESS AND USE THE COMPANY'S PRODUCTS ONLY IF THE USER ACCEPTS ALL OF THE TERMS OF THIS AGREEMENT, AND PAYS OR HAS PAID THE COMPANY, ITS RESELLERS OR AGENTS, THE FULL PURCHASE PRICE (TO INCLUDE ALL APPLICABLE TAXES AND FEES) FOR USE OF THE LICENSE TO THE PRODUCTS PURCHASED.

[BY CLICKING THE "I AGREE" BUTTON] AND/OR ACCESSING THE PRODUCTS, THE USER ACKNOWLEDGES THAT USER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY IT. IF THE USER DOES NOT AGREE TO ALL OF THE TERMS IN THIS AGREEMENT, THE USER SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE PRODUCTS BECAUSE NO LICENSE SHALL HAVE BEEN GRANTED THERETO.

1. SOFTWARE AND PROPERTY RIGHTS

1.1 Software.  Company hereby grants to Licensee a non-exclusive, limited license to use the following Software:
            (i) the software more particularly described on the software sales order attached         hereto and made a part hereof and
            (ii)
Related explanatory written materials, documents and any other documentations related to the Software (hereinafter, “Documentation”).

            Licensee acknowledges and agrees that Licensee’s use of the Software is subject to any limitations described in the Documentation and as otherwise agreed in writing by the parties. This Agreement controls Licensee’s use of the Product notwithstanding any end user license agreement that may be included as part of the downloading, installation or use of the Product (“End User License Agreement”).

1.2 License. Company hereby grants to Licensee a world-wide, non-exclusive and non-transferable license, without any rights to sub-license, to download and install the Software and to use the Software for the purposes and to the extent as set forth in the Documentation provided for the software. Use shall mean and include any storing, loading, installing, executing or displaying the Software. Licensee shall not modify the Software or disable any licensing or control features of the Software. Licensee is not granted any other rights except those given in this limited license.

1.3 License Keys. Licensee agrees to purchase all required license keys (“License Keys”) from Interworks in order to activate or expand Licensee’s use of the Software. Licensee further agrees
            (i) not to tamper with the Software to avoid the requirement of a License Key,
            (ii) to install and use each License Key for the quantity of licenses specified in the attached software sales order and only for the purpose for which it was issued by Interworks during the Term of this Agreement, and
            (iii) to treat the License Keys as Interworks Confidential Information.
   
1.4 Ownership. The Software, together with all title, copyright, trademarks or service marks, intellectual property rights embodied in the Software, will be owned by Company and or any third party suppliers and the Software is protected under International copyright laws and international treaties. Company hereby grants to Licensee only a license to non-exclusive use of the Software and no title or ownership in the Software is hereunder conferred to the Licensee. Licensee will be held liable for any damage resulting from any violation of provisions contained in this Agreement, including for any infringement of copyrights or proprietary rights.
   
1.5 Copies.
1.6 Restrictions on Use. The software contains copyrighted material, trade secrets, and other proprietary material belonging to the Company. Licensee is not permitted to do the following acts:
            (i) modify, adapt, alter, translate, decompile, disable or otherwise reverse enginee the Software or reduce the Software to human-readable form by any means whatsoever; or
            (ii) remove, obscure or modify any identification, titles, trademarks, proprietary marks, copyright or other notices included in the Software; or
            (iii) Modify or create derivative works based on any part of the Software; or
            (iv) use the Software for commercial purposes, including but not limited to sell, rent, lease, license, hypothecate, transfer, loan or distribute the Software in whole or in part

1.7 Third Party Facilities. If Licensee locates hardware on which the Software is installed at a facility owned or operated by anyone other than Licensee (like 3rd part data centers), License shall ensure that such third party is bound by agreements containing terms that are no less restrictive or protective of Interworks’ and its licensors’ rights than those set forth in this Agreement, including but not limited to the obligations set forth in Section 1.3 (License Keys), 3.5 (Audit) and Section 8 (Confidentiality).

1.8 Resellers and Customers. Licensee will ensure that all of Licensee’s customers (“Customers”) and Customers’ internal users (“Users”) to whom Licensee resells or provides services using the Product (“Licensee Services”), as well as intermediaries through whom Licensee resells the Product and/or Licensee Services (“Resellers”), are bound by the End User License Agreement, if applicable, or other agreements containing terms that are no less restrictive or protective of Interworks ’s and its licensors’ rights than those set forth in this Agreement, including but not limited to the obligation to report usage of the Product and the obligations with respect to License Keys for the Product. Licensee will use all efforts to enforce such agreements similar to those efforts Licensee uses to enforce its own terms and agreements for the protection of its own proprietary interests, but in no event less than reasonable efforts.

1.9 Open Source Software. As a convenience to licensees, Interworks may make available with the Product certain third party software or modifications or other open source license terms (“Open Source Software”). Such Open Source Software may be specifically identified in the applicable Documentation and, notwithstanding any other term of this Agreement, is licensed pursuant to the applicable open source terms (“Open Source Terms”) and not the terms set forth in Section 1 of this Agreement. If any Open Source Term conflicts with a term of this Agreement, the Open Source Term controls with respect to the applicable Open Source Software only.

Specifically Interworks Cloud Platform OSS software is based on Outcurve’s foundation WebSitePanel, Copyright © 2011, Outcurve foundation all rights reserved. rved. ed. ed.
Neither the name of The Outercurve Foundation nor the names of its contributors may be used to endorse or promote products derived from this website panel software without specific prior written permission.

1.10 Third Party Software. The Software licensed hereunder may also include third party software products (“Third Party Software”), for which the Licensee must enter into, and be subject to, a separate license agreement with the publisher of such Third Party Software. Licensee understands that Licensee’s use of such Third Party Software will be governed by the terms of that end user license agreement and not by this Agreement and Licensee agree to abide by that third party license agreement.

2. LIMITED WARRANTYIMITED WARRANTY
   
2.1 Limited Warranty; Exclusive Remedies.
Interworks warrants that the Product, including any Deliverables under custom development, as delivered by Interworks to Licensee, will substantially perform in accordance with its applicable Documentation for a period of 90 days after Licensee’s download or receipt of the Product from Interworks (“Warranty Period”). Licensee’s sole and exclusive remedy for any breach by Interworks of the warranty is to notify Interworks within the Warranty Period, with sufficient detail of the nonconformance, and provide Interworks with a reasonable opportunity to correct or replace the defective Product. Licensee agrees to comply with Interwork’s reasonable instructions with respect to the alleged defective Product, which may include its return to Interworks.

2.2 Third Party; Open Source. INTERWORKS MAKES NO WARRANTIES UNDER THIS AGREEMENT WITH RESPECT TO ANY THIRD PARTY SOFTWARE or other product embedded in or included with the software and/or furnished to Licensee by Interworks, including but not limited to Open Source Software and any hardware. Any such third-party software or hardware shall be warranted, if at all, only pursuant to Interwork’s licensor’s terms as provided by Interworks. OPEN SOURCE SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Further, Interworks will not have any liability if any alleged defect in the Product is due to causes not within Interwork’s reasonable control, including but not limited to any defect caused by
        (i) any negligent act or omission by anyone other than Interworks,
        (ii) modification or misuse of the Software (including use in an operating environment not specified by the Documentation or otherwise not in accordance with this Agreement),
        (iii) alteration or abuse of media on which the Software is stored,
        (iv) failure to follow Interwork’s instructions for installation, operation or maintenance, or (v) third party products, power failure or surges, fire, flood or the like.

2.3 Licensee’s Responsibilities. Licensee is solely responsible for:
        (i) purchasing and obtaining from third parties, and for maintaining during the Term of this Agreement, all applicable licenses and consents for third party technology needed to install, execute, market, sell, sublicense, distribute, provide services with respect to, and otherwise use the Product (unless provided by Interworks and paid for by Licensee to Interworks);
        (ii) proper configuration of all equipment, software and systems used with the Product; and
        (iii) Licensee’s warranties to third parties, including Resellers, Customers and Users, with respect to the Licensee Services or the Product.

3. LIMITATION OF LIABILITY

3.1 OTHER THAN LICENSEE’S LIABILITY FOR BREACH OF THE LICENSES GRANTED OR FOR NON-PAYMENT, OR EITHER PARTY’S LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING LIABILITY UNDER ANY WARRANTY OR REMEDY IN THIS AGREEMENT).

3.2 OTHER THAN LICENSEE’S LIABILITY FOR BREACH OF THE LICENSES GRANTED OR FOR NON-PAYMENT, OR EITHER PARTY’S LIABILITY FOR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF FORM OF ACTION, WHETHER IN CONTRACT, NEGLIGENCE OR OTHERWISE, EXCEED THE FEES PAID (OR IN THE CASE OF LICENSEE, PAYABLE) BY LICENSEE TO INTERWORKS DURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE CLAIM ARISES. THIS PROVISION SHALL NOT LIMIT EITHER PARTY’S RIGHTS, OBLIGATIONS OR DUTIES PURSUANT TO SECTION 6 OF THIS AGREEMENT.

3.3 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6, INTERWORKS IS NOT LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE PRODUCT THESE LIMITATIONS OF LIABILITY ARE FUNDAMENTAL TO THE BASIS OF THE BARGAIN UNDER THIS AGREEMENT, AND THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS. NONE OF INTERWORKS’S LICENSORS OR SUPPLIERS WILL HAVE ANY LIABILITY IN CONNECTION WITH THIS AGREEMENT.

3.4 THESE LIMITATIONS OF LIABILITY ARE FUNDAMENTAL TO THE BASIS OF THE BARGAIN UNDER THIS AGREEMENT, AND THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH LIMITATIONS. NONE OF INTERWORKS’S LICENSORS OR SUPPLIERS WILL HAVE ANY LIABILITY IN CONNECTION WITH THIS AGREEMENT. NT.

4. GOVERNING LAW, JURISDICTION AND VENUE

 This Agreement shall for all purposes be governed by and interpreted in accordance with the European laws as those laws are applied to contracts entered into. Any legal suit, action or proceeding arising out of, or relating to this Agreement, shall be commenced in a federal court in Thessaloniki, Greece and each party hereto irrevocably submits to the personal and exclusive jurisdiction and venue of any such court in any such suit, action or proceeding and waives any right which it may have to transfer or change the venue of any such suit, action or proceeding, except that in connection with any suit, action or proceeding commenced in a state court, each party retains the right to remove such suit, action or proceeding to federal court to the extent permissible. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

5. WAIVER

Any failure by either party to strictly enforce any provision of this Agreement will not be a waiver of that provision or any further default. If any provision of this Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. The parties are independent contractors, and no other relationship is intended by this Agreement.

6. ASSIGNMENT

 Neither this Agreement nor any of the User's rights or obligations hereunder may be assigned by the User in whole or in part without the prior written approval of the Company. Any other attempted assignment shall be null and void.

7. SEVERABILITY

 If any part of this Agreement is for any reason found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected and same shall remain in effect.

8. COMPLETE AGREEMENT

This Agreement is the complete and exclusive statement of the agreement between the Company and the Licensee with respect to its subject matter, and supersedes and voids any proposal or prior agreement, oral or written, and any other communications between the parties in relation to its subject matter. No waiver, alteration or modification of this Agreement shall be valid unless made in writing and signed by an authorized officer of the Company.