PLEASE READ THIS END-USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE USING THIS SOFTWARE PRODUCT. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THIS PRODUCT YOU AGREE IN RELATION TO GRIDPRO AB (“GRIDPRO”), A SWEDISH COPRPORATION WITH REGISTRATION NUMBER 556823-7910, TO THE TERMS OF THIS EULA. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHALL NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THIS PRODUCT, AND YOU MUST RETURN THE YOUR LICENSE KEY WITHIN THIRTY (30) DAYS TO THE PARTY FROM WHOM YOU ACQUIRED IT, IN ORDER TO OBTAIN A REFUND OF THE AMOUNT YOU PAID. IF YOU ALREADY DOWNLOADED THE PRODUCT, CONTACT THE PARTY FROM WHOM YOU ACQUIRED THE LICENSE KEY.
THIS LICENSE DOES NOT SUPERSEDE ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND GRIDPRO.
“Delivery” means the time when You get access to the license key for the Software or by other means get access to the Software.
“Software” refer to machine-readable instructions and data; components; audio-visual content (such as images, text, recordings, or pictures); license keys and Documentation (as defined below); including the original and all whole or partial copies thereof.
“Entitlement” is evidence of Your authorization to use the Software at a specified level. That level may be measured, for example, by number servers on which you may install the product. If applicable, the Entitlement may also specify that the Software may be used for evaluation purposes only. The Entitlement shall be specified in writing on the order or equivalent document (“Order“) issued by Gridpro or the party via whom You have lawfully acquired the product. It shall specify the name of the product and the usage level acquired. In case the Entitlement is not expressed on the Order you shall immediately contact Gridpro to receive proof of Your Entitlement.
“You” or “Your” refer to a single legal entity or an individual person.
- General. The Software and documentation accompanying this EULA including corrections, enhancements and upgrades to such software that Gridpro may provide pursuant to this EULA are licensed, not sold, to you by Gridpro for the exclusive use under the terms of this EULA. Gridpro reserves all rights not expressly granted to You. This EULA does not grant You any rights to Gridpro’s trademarks or service marks. The terms of this EULA will govern any software updates and versions provided by Gridpro which replaces the original Software or parts thereof, unless such upgrade is accompanied by separate or amended license terms in which case the terms of such license will apply.
- License. Subject to the terms and conditions of this EULA, Gridpro grants You a worldwide, nonexclusive, non-sub licensable, non-transferable and perpetual right (i) to install, execute, access, run or otherwise use the quantities of each item of Software at the level identified in the Entitlement, (ii) to make a reasonable number of security back-up copies of the Software to support that use, provided that the terms of this EULA apply to each copy that You make, and (iii) to make and use copies of the user manuals and documentation that Gridpro delivers with the Software (the “Documentation“) as reasonably necessary to support the use of the Software. The Software and Documentation shall be used by You solely to manage Your own internal business operations as well as the business operation of any legal entity controlling, controlled by, or under common control with You (the “Affiliates“).
- License for evaluation purposes. The Software may be obtained from Gridpro for evaluation purposes. In this case, You shall be granted a non-production license to use the Software, including the associated Documentation, solely for Your own internal evaluation purposes for an evaluation period of up to thirty (30) days from the Delivery of the Software, plus any extensions granted by Gridpro in writing (the “Evaluation Period“). There is no fee for Your use of the Software for non-production evaluation purposes during the Evaluation Period. However, You are responsible for any applicable shipping charges, taxes or other charges which may be incurred, and any license fees which may be associated with usage beyond the scope permitted in this section. Your opportunity for a free evaluation of the Software is limited to one Evaluation Period per version of the Software. NOTWITHSTANDING ANYTHING OTHERWISE SET FORTH IN THIS EULA, YOU UNDERSTAND AND AGREE THAT PRODUCTS LICENSED FOR EVALUATION PURPOSES ARE PROVIDED ON A “AS IS” BASIS AND GRIDPRO DOES NEITHER TAKE ON ANY LIABILITY FOR SUCH PRODUCTS NOR PROVIDE ANY WARRANTY OF ANY KIND OR MAINTENANCE AND SUPPORT SERVICES FOR SUCH PRODUCTS.
- Third Party Use. If You contract with a third party who performs software implementation, configuration, consulting or outsourcing services (“Service Provider“), the Service Provider may use the Software licensed by You hereunder solely for the purposes of providing such services to You, provided that You warrant that the Service Provider uses the Software in accordance with the terms of this EULA and for Your internal purposes only. You shall indemnify and hold Gridpro harmless for the acts and omissions of Your Service Providers in connection with their use of the Software.
- Restrictions. Except to the extent expressly permitted by applicable mandatory law, You may not reverse engineer, decompile, disassemble, or attempt to discover or modify in any way the underlying source code of the Software or any part thereof. In addition, You may not (i) modify, translate, localize, adapt, rent, lease, loan, create or prepare derivative works of, or create a patent based on the Software or any part thereof, (ii) resell or sublicense the Software (unless agreed in a separate partner agreement with Gridpro), or (iii) use the Software in connection with any operation in which the failure of the Software could lead to personal injury, death or severe physical or environmental damage. Each permitted copy of the Software, including Documentation, made by You hereunder must contain all titles, trademarks, copyrights and restricted rights notices as in the original. You understand and agree that the Software may work in conjunction with third party products and You agree to be responsible for ensuring that You are properly licensed to use such third party products.
- Payment. You agree to pay to Gridpro the fees specified in the Order unless You have lawfully acquired Your license via a Gridpro designated partner, in which case you agree to pay the applicable fees to such partner. You will be invoiced promptly following Your Order of the Software for the Software license and for one (1) year of Maintenance and Support Services (as defined below), or Subscription in those cases that apply. You will thereafter be invoiced prior to the commencement of any Renewal Maintenance and Support Period or Subscription. Payments invoiced by Gridpro shall be made within thirty (30) days after the date of invoice. Gridpro is entitled to penalty interest in with an annual rate of ten (10) per cent with an addition of each time applicable reference rate stated by Swedish Riksbank on any overdue amount.
- Taxes. If Gridpro is required to pay sales, use, property, value-added or other taxes based on the delivery of products or Maintenance and Support Services under this EULA, or based on Your use of products or Maintenance and Support Services, then such taxes shall be billed to and paid by You. This Section does not apply to taxes based on Gridpro’s income.
- Export. You agree to comply with all applicable export and import laws and regulations and to bear the costs for any export license or approval required.
- Maintenance and Support. Gridpro shall make available to You maintenance and support services for the Software as defined in this Section (the “Maintenance and Support Services“). Maintenance and Support Services start on the date Gridpro receives a binding order for the Software and ends twelve (12) months thereafter, unless otherwise set forth in the applicable Order (the “Initial Maintenance and Support Period“). Following the Initial Maintenance and Support Period, the Maintenance and Support Services, or Subscription in those cases that apply, may be renewed for additional terms of twelve (12) months each (the “Renewal Maintenance and Support Period“). In connection with renewal of Maintenance and Support Services or Subscription, You shall notify Gridpro of the quantity and type of licenses for which You elect to purchase standard maintenance. Maintenance and Support or Subscription fees shall be due in advance of each Renewal Maintenance and Support Period or Subscription Period. Cancellation of the Maintenance and Support Services or Subscription is made by You by notifying Gridpro three (3) months in advance of the Maintenance and Support or Subscription expiration.
Maintenance and Support Services will solely be available via the Internet, e-mail, or telephone and contain the following:
i. Gridpro shall make available updates and new versions of the Software, including Software corrections, enhancements and upgrades, if and when Gridpro makes them generally available as part of its Maintenance and Support Services.
ii. Gridpro shall respond to unlimited communications from You regarding Software failures not previously reported to Gridpro by You. Nothing in the foregoing shall operate to limit or restrict any follow up communication by You regarding Software failures.
iii. Gridpro shall respond to requests from Your technical coordinators for assistance with the operational/technical aspects of the Software; provided that Gridpro shall have the right, in its sole reasonable discretion, to limit such responses.
iv. You shall have access to Gridpro’s support web site at: http://support.gridprosoftware.com.
v. Maintenance and Support Services are available Monday – Friday (excluding Swedish national holidays) between 08.00 – 16.00 UCT +1 (“Business Hours“).
vi. During Business Hours, Gridpro will respond within twenty-four (24) hours to a call from You which reports a critical Software condition. You must use commercially reasonable efforts to provide Gridpro with the necessary remote access to facilitate the identification and resolution of a problem. Gridpro’s ability to identify and resolve a problem may be delayed without such remote access.
The Maintenance and Support Services do not include error correction in Your own system or configurations or any on-site services or on-site problem resolution. Gridpro may from time to time at its reasonable discretion need to amend, change or update the contents of the Maintenance and Support Services, including announcing end of support for a particular product. Such updates are binding upon You and will be presented in the Gridpro Global Support Guide available at http://support.gridprosoftware.com.
- Warranty. Gridpro warrants, for a period of thirty (30) days following the initial Delivery of Software (the “Warranty Period“), that (i) the media provided by Gridpro, if any, on which the Software is recorded will be free from material defects in materials and workmanship under normal use, (ii) the operation of the Software, as provided by Gridpro, will function materially in accordance with the product specifications provided on the website http://support.gridprosoftware.com and (iii) Gridpro has performed reasonable professional measures to ensure that the Software does not contain any viruses, worms, Trojan Horses, or other malicious or destructive code to allow unauthorized intrusion upon, disabling of, or erasure of the Software (the “Warranties“). You must give written notice to Gridpro of any breach of the Warranties no later than five (5) days following the expiration of the Warranty Period. Your sole remedy under this section shall be, at Gridpro’s option, a refund of Your fees for the Software or the replacement of the Software, which shall be returned to Gridpro together with a receipt of payment. The foregoing Warranties shall not apply to any non-conformance that (i) Gridpro cannot recreate in its system environment after exercising commercially reasonable efforts to do so, (ii) is caused by misuse of the Software or by using the Software in a manner inconsistent with this EULA or the Documentation; or (iii) is arising from the modification of the Software by anyone other than Gridpro. In addition to the above Warranties, Gridpro furthermore warrants that the Maintenance and Support Services will be performed with reasonable care and skill. You must report any breach of this warranty to Gridpro in writing within thirty (30) days of the performance of the Maintenance and Support Services in question, and Your exclusive remedy and Gridpro’s sole obligation for such breach of this warranty shall be for Gridpro to re-perform the relevant Maintenance and Support Services.
- Warranty Disclaimer. GRIDPRO WILL HAVE NO OBLIGATION TO REPAIR OR REPLACE SOFTWARE DAMAGED BY ACCIDENT OR OTHER EXTERNAL CAUSE, OR THROUGH THE FAULT OR NEGLIGENCE OF ANY PARTY OTHER THAN GRIDPRO. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR RISK AND THAT THE ENTIRE RISK AS TO QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE WARRANTIES SET OUT IN SECTION 10 ARE IN LIEU OF ALL OTHER WARRANTIES AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS OR GURANTEES OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED BY LAW (IN CONTRACT OR TORT) OR CUSTOM, INCLUDING, BUT NOT LIMITIED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. WITHOUT LIMITING THE ABOVE, GRIDPRO DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE FREE FROM INTERRUPTIONS OR ERRORS.
- Limitation of Liability. EXCEPT IN RELATION TO (A) ANY BREACH OF THE “RESTRICTIONS” OR “CONFIDENTIAL INFORMATION AND NON-DISCLOSURE” SECTIONS OF THIS EULA, OR (B) ANY LIABILITY THAT MAY NOT BE EXCLUDED OR LIMITED DUE TO MANDATORY LAW; IN NO EVENT SHALL GRIDPRO BE LIABLE FOR ANY LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF CONTRACTS, LOSS OF GOODWILL OR REPUTATION, LOSS OF ANTICIPATED SAVINGS, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND, IN EACH CASE HOWSOEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES AND WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTORY DUTY OR OTHERWISE. FURTHERMORE, THE MAXIMUM AGGREGATE AND CUMULATIVE LIABILITY OF GRIDPRO SHALL BE LIMITED TO THE AMOUNT OF THE LICENSE FEE PAID TO GRIDPRO BY YOU FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM. NO THIRD PARTY BENEFICIARIES EXIST UNDER THIS EULA AND GRIDPRO EXPRESSLY EXCLUDES ANY AND ALL LIABILITY TO YOUR SERVICE PROVIDER, CLIENTS AND TO ANY OTHER THIRD PARTY.
- Confidential Information and Non-Disclosure. For the purposes of this EULA “Confidential Information” shall mean information or materials disclosed by one party (the “Disclosing Party“) to the other party (the “Receiving Party“) that are not generally available to the public and which, due to their character and nature, a reasonable person under the same circumstances would treat as confidential, including, without limitation, the Disclosing Party’s personal data, financial information, marketing information, trade secrets, know-how, proprietary tools, proprietary knowledge and proprietary methodologies. Confidential Information of Gridpro further includes the Software (in source code and/or object code format), including Documentation, and discounting offered by Gridpro to You, information regarding the functionality and performance of the Software, and any Software license keys provided to You. Confidential Information shall not include information or materials that (i) were, on the date of disclosure, generally known to the public, (ii) become generally known to the public other than as a result of the act or omission of the Receiving Party, (iii) were known to the Receiving Party without an obligation of confidentiality prior to that party receiving the same from the Disclosing Party; (iv) were lawfully received by the Receiving Party from a third party without that third party’s breach of agreement or obligation of trust, or (v) are or were independently developed by the Receiving Party without access to or use of the Disclosing Party’s Confidential Information. Additionally, it shall not be a breach of this Section for the Receiving Party to disclose the Disclosing Party’s Confidential Information as may be required by law or legal process, provided that the Receiving Party provides prior notice of such disclosure to the Disclosing Party unless expressly prohibited from doing so by a court, arbitration panel or other legal authority of competent jurisdiction. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information from unauthorized use or disclosure by exercising at least the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care. The Receiving Party shall be liable to the Disclosing Party for any disclosure or other breach in violation of this EULA by any of its Representatives. The Receiving Party shall promptly notify the Disclosing Party of any known unauthorized use or disclosure of the Disclosing Party’s Confidential Information and will cooperate with the Disclosing Party in any litigation brought by the Disclosing Party against third parties to protect its proprietary rights.
- Termination. Your rights under the EULA will terminate without notice from Gridpro should You fail to comply with any term/terms in this EULA. Upon termination, You shall cease all use of the Software and destroy all copies, full or partial, of the Software and Documentation.
- Dispute Resolution. This EULA shall be governed by and construed in accordance with the laws of Sweden, without regard to principles of conflict of laws. Any dispute, controversy or claim arising out of or in connection with this EULA or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed between Gridpro and You.