Quadira End User Software License Agreement (“Quadira EUSLA”)
This Quadira EUSLA is an agreement between Quadira B.V. a Dutch private company (besloten venootschap met beperkte aansprakelijkheid), with offices at Pater van den Elsenlaan 45-47, 5462 GG Veghel, the Netherlands, hereinafter referred to as “Quadira” and you (the “Customer”). By installing, having installed, or using the software, you accept these terms. If you do not accept them, do not install, have installed or use Quadira Software. Quadira Software is licensed, not sold.
- Quadira shall make the computer programs specified in the agreement (hereinafter: “Agreement”) and the corresponding user documentation, hereinafter referred to as ‘Quadira software’, available to the Customer for use on a non-exclusive, non-transferable and non-sublicensable basis for the term and period mentioned in the Agreement. Except where agreed otherwise in writing, Quadira’s obligation to provide and the Customer’s right of use shall solely extend to the so-called Quadira software object code. The Customer’s right of use shall not extend to Quadira software source code.
- Except where agreed otherwise in writing, Quadira shall not be obliged to provide any Quadira software or program or data libraries other than those agreed, even if these are required for the use and/or maintenance of Quadira software. If, contrary to the foregoing, Quadira is required to provide Quadira software and/or program or data libraries other than those agreed, Quadira may require the Customer to enter into a separate written agreement for this purpose.
- In the event a maintenance and technical support agreement is concluded with Customer, the terms and conditions of this EUSLA apply in full to any update, error correction and/or new versions of the Quadira Software as delivered under that maintenance and technical support agreement.
- Quadira shall be entitled to arrange for technical measures to be taken at any time in order to protect Quadira software against unlawful use and/or against use in a manner or for purposes other than those agreed between the parties. Under no circumstances shall the Customer remove or circumvent technical provisions intended to protect Quadira software, or arrange for this to be carried out.
- The Customer shall only be permitted to use Quadira software within and on behalf of its own company or organisation and only for the intended use. Except where agreed otherwise in writing, the Customer shall not use Quadira software to process data on behalf of third parties, e.g. for services such as ‘time-sharing’, ‘application service provision’, software as a service’ and ‘outsourcing’.
- The Customer shall not be permitted to sell, rent out, transfer or grant restrictive rights to Quadira software, the media on which Quadira software is stored and the certificates of authenticity issued by Quadira on provision of Quadira software, or to make these available to third parties in any way or for any purpose. The Customer shall also refrain from granting third parties access – remote or otherwise – to Quadira software or providing Quadira software to a third party for the purpose of hosting, even if the third party in question only uses Quadira software on behalf of the Customer.
- Upon request, the Customer shall immediately lend its full cooperation to any investigations to be conducted by or on behalf of Quadira in relation to the Customer’s compliance with the agreed restrictions on use. At the first request of Quadira, the Customer shall grant Quadira access to its buildings and systems. Quadira shall maintain the confidentiality of all company information to be regarded as confidential that Quadira obtains from or on the premises of the Customer within the context of this type of investigation, in so far as this information does not relate to the use of Quadira software itself.
- Quadira shall deliver Quadira software to the Customer on data media in the agreed format or, if no clear agreements have been made in this regard, on data media in a format to be determined by Quadira. Alternatively, Quadira shall deliver Quadira software to the Customer using telecommunication facilities (online). Quadira shall determine the delivery method.
- The user documentation shall be provided in paper or digital format, with the content to be determined by Quadira. Quadira shall decide on the format and language in which the user documentation is provided.
- Except where agreed otherwise in writing and notwithstanding exceptions set out in law, the Customer shall not be entitled to modify Quadira software in part or in full without the prior written consent of Quadira. Quadira shall at all times be entitled to refuse its consent or to attach conditions to its consent, including conditions in relation to the method and quality of implementation of the modifications required by the Customer.
- The Customer shall bear all risks associated with modifications carried out by or on behalf of the Customer by third parties with the consent of Quadira or otherwise.
- Quadira does not guarantee that Quadira software made available to the Customer will be fit for the actual and/or intended use by the Customer. Quadira shall also not guarantee that Quadira software will operate with no interruptions, errors or defects or that all errors and defects will always be fixed. Neither Quadira nor anyone else who has been involved in the creation, production, or delivery of the Quadira Software shall be liable for any direct, indirect, consequential, or incidental damages or arising out of the use, the results of use, or inability to use such product even if Quadira has been advised of the possibility of such damages or claim. In any case, Quadira’s entire liability under any provision of this EUSLA shall be limited to the amount actually paid by you for the use of the Quadira Software (i.e. the license fee only, thus excluding paid maintenance fee(s) or any other paid fee(s)).
- Any disputes that may arise between Quadira and Partner on the basis of the Agreement and any non-contractual obligations relating to or arising out of this Agreement, shall be settled through arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes (www.sgoa.org), without prejudice to the right of either of the parties to request an injunction in summary arbitral proceedings and without prejudice to the right of either of the parties to take precautionary legal measures.