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LICENSE
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Copyright (C) 1999-2017 eZ Systems AS. All rights reserved.
This source code is provided under the license bundled below.
The source code is available separately under the eZ BUL 2.2 License,
granted by having a valid eZ Platform Enterprise subscription:
- https://ez.no/Products/eZ-Platform-Enterprise-Edition
- https://ez.no/About-our-Software/Licenses-and-agreements/eZ-Business-Use-License-Agreement-eZ-BUL-Version-2.2
To get access to the full source code under TTL license below,
reach out to eZ Systems AS for evaluation access:
- https://ez.no/About-eZ/Contact-Us
----------------------------------------------------------
eZ Trial and Test License Agreement ("eZ TTL") Version 2.1
IMPORTANT: Please read the following license agreement carefully.
This license agreement is between eZ systems AS (Norwegian business
registration no. 981 601 564), a Norwegian company ("Licensor" or "eZ"),
and a test or trial user ("Licensee" or "you"). By installing all or any
portion of the software (or authorizing any other person to do so), you
accept the terms and conditions of this license. If you acquired the
software without an opportunity to review this license and do not accept
the license, you must: (a) not use the software and (b) return or delete
the software, with your certification of deletion, within thirty (30)
days of the acquire date.
This license agreement is entered into in connection with Licensee's
participation in testing a new version of Licensor software and is valid
for 6 months from the date the software was acquired (downloaded).
The parties hereby agree to the following software license terms:
1. Definitions
"Licensed Software" means the eZ Platform Enterprise Edition content
management system or other software product (such as eZ Commerce) downloaded, ordered or
otherwise legally acquired (licensed) by Licensee from Licensor (or
other party authorized by the Licensor) under these terms.
"Licensed Copy" means one sample of the Licensed Software.
"Website" means up to three defined site access configurations (unique
URLs) that may for instance consist of one site for public use, one site
for internal use (such as an intranet) and one site for site
administrator use, communicated an unlimited number of channels
(such as traditional web, mobile).
2. License grant
2.1 You may
Licensor grants you a limited, non-exclusive, time limited and
non-transferable right to:
(a) install and run the Licensed Copy on the agreed number of Websites
for internal testing purposes;
(b) make enhancements, patches, workarounds, bug fixes or other
modifications (collectively "Licensee Modifications") to the Licensed
Copy, solely for your internal testing of the Licensed Software, and
(c) perform presentations based on the Licensed Software, including
building and presenting sample solutions to your clients or potential
clients.
Since the license is free of charge, you are obliged to submit Licensee
Modifications to eZ on a continuous basis to [email protected] as
contributions, see section 7.1. Such contribution must include a short
note explaining the Licensee Modification.
Licensee may make a reasonable number of copies of the Licensed Copy as
required for backup and archival purposes only.
2.2 You may not
Licensee may use the Licensed Software only as expressly granted in
section 2.1. Without limiting the foregoing, Licensee may not: (a) use
or operate the Licensed Software for regular business use; (b) give,
lease, license, sell, make available, or distribute any part of the
Licensed Software or Licensee Modifications to any third party, except
as otherwise expressly permitted herein; (c) use the Licensed Software
to operate in or as a time-sharing, outsourcing, service bureau,
application service provider, managed service provider environment or
similar service directed towards and performed on behalf or for the
benefit of a third party; (d) copy the Licensed Software onto any public
or distributed network; or (e) change any rights notices which appear in
the Licensed Software.
3. Your responsibility
Except as expressly set forth herein or in a separate written agreement,
Licensee is the sole responsible for the installation of the Licensed
Software, its operation, supervision, maintenance, management and
related training and support. You are also the sole responsible for any
related installation, maintenance and configuration of computer hardware
used by the Licensed Software.
4. Price
You may use the Software free of charge.
5. Audit rights
During the term of this license and for a three (3) year period
following its termination, Licensor may conduct periodic reviews of
Licensee's records relating to its Licensed Software for the purpose of
verifying Licensee's compliance with this license and any related
agreements. During this three (3) year period, you are obliged to
maintain complete and accurate books and other records related to
software licensing and related payments. Licensor must exercise its
right of audit upon no fewer than 15 days' prior notice. Licensee will
provide Licensor with reasonable access and assistance for the audit,
including reasonable use of available office equipment and space.
Licensor shall upon request deliver to Licensee a copy of the results of
any such audit.
6. Termination
Licensor may terminate this license immediately if you are in breach any
of its provisions and such breach remains uncured 30 days after receipt
of notice. In the event that you are or becomes liquidated, dissolved,
bankrupt or insolvent, whether voluntarily or involuntarily, or is to
take any action to be so declared, Licensor may terminate this license
immediately. Upon cancellation or other termination of this license, for
any reason, you must immediately destroy all copies of the Licensed
Software, and confirm the destruction within 7 (seven) days. Sections 5
through 11 shall survive the termination of this license for any reason.
7. Intellectual property rights
7.1 General
Licensee agrees that the copyright and all other intellectual property
and proprietary rights of whatever nature in the Licensed Software and
related documentation are not by this license transferred to you. No
trademarks of eZ may be used by you without Licensor's express written
permission. If permission is grated, use must always take place in
accordance with the applicable Licensor guidelines as they may be
updated from time to time. For Licensee Modifications, you must, in the
modified files and in a separate text file, clearly indicate that the
Licensed Software contains modifications and state their dates.
7.2 Contribution of Licensee Modifications
To the extent that any contributed Licensee Modifications incorporates
any element which is subject to any intellectual property right owned by
Licensee, Licensee hereby grants to eZ an unrestricted, non-exclusive,
perpetual, royalty-free, world-wide, irrevocable and fully transferable
license to make, use, sell, offer for sale, reproduce, create
derivatives of, publish, display, sublicense or otherwise practice such
intellectual property right.
Regarding any copyrights in Licensee Modifications:
- You hereby assign to us joint ownership, and to the extent that such
assignment is or becomes invalid, ineffective or unenforceable, you
hereby grant to us a perpetual, irrevocable, non-exclusive, worldwide,
no-charge unrestricted license to exercise all rights under those
copyrights. This includes, at our option, the right to sublicense
these same rights to third parties through multiple levels of
sub-licensees or other licensing arrangements;
- You agree that each of us can do all things in relation to Licensee
Modifications as if each of us were sole and independent copyright
holders. If one of us makes a derivative work the Licensee
Modifications, the one who makes the derivative work (or has it made)
will be the sole owner of that derivative work, hereunder make, have
made, use, license, offer to license, import, and otherwise transfer
your contribution in whole or in part, whether at a charge or at
no-charge;
- You agree that neither of us have any duty to consult with, obtain the
consent of, pay or render accounts to the other for any use or
distribution of the material.
With respect to the Licensee Modifications, you represent that:
- it is an original work by you and that you can legally grant the
rights set out in these terms;
- it does not to the best of your knowledge violate any third party's
copyrights, trademarks, patents or other intellectual property rights.
8. Disclaimer of warranties
The Licensed Software is licensed "as is," without any warranties
whatsoever. Licensor expressly disclaims, and licensee expressly waives,
all warranties, whether express or implied, including warranties of
merchantability, fitness for a particular purpose, non-infringement,
system integration, non-interference and accuracy of informational
content. Licensor does not warrant that the licensed software will meet
licensee's requirements or that the operation of the licensed software
will be uninterrupted or error-free, or that errors will be corrected.
The entire risk of the licensed software's quality and performance is
with licensee.
9. Indemnification
Licensee agrees to indemnify and hold Licensor harmless against any
damage or loss (including reasonable attorneys' fees) related to any
claim based upon: (a) use of the Licensed Software in a manner
prohibited under this license or in a manner for which the Licensed
Software was not designed; (b) Licensee Modifications or changes made by
Licensee to the Licensed Software (where use of unmodified Licensed
Software would not infringe); or (c) changes made, or actions taken, by
Licensor upon Licensee's direct instructions.
10. Limitation of liability
To the extent permitted by applicable law, licensor shall have no
liability with respect to its obligations under this license or
otherwise for direct, consequential, exemplary, special, indirect,
incidental or punitive damages, including any lost profits or lost
savings (whether resulting from impaired or lost data, software or
computer failure or any other cause), even if it has been advised of the
possibility of such damages.
This limitation of liability applies to any default, including breach of
contract, breach of warranty, negligence, misrepresentations and other
torts. The parties agree that the remedies and limitations herein
allocate the risks between the parties as authorized by applicable laws.
The license fee (non) is set in reliance upon this allocation of risk
and the exclusion of certain damages as set forth in this license.
11. Miscellaneous
11.1 Interpretation
Failure by Licensor to exercise any right or remedy does not signify
acceptance of the event giving rise to such right or remedy, or loss of
such right. No claim arising out of this License may be brought by you
more than one year after the cause of the claim arose.
If any part of this license is held by a court of competent jurisdiction
to be illegal or unenforceable, the validity or enforceability of the
remainder of this License shall not be affected and such provision shall
be deemed modified to the minimum extent necessary to make such
provision consistent with applicable law. In its modified form, such
provision shall be enforceable and enforced.
11.2 Termination for patent action
This license shall terminate automatically and you may no longer
exercise any of the rights granted to you by this license as of the date
you commence an action, including a cross-claim or counterclaim, against
eZ, an eZ partner or other licensee of eZ software alleging that the
Software infringes a patent.
11.3 Assignment
Without the prior written consent of Licensor, you may not assign,
sublicense or otherwise transfer this license or its rights or
obligations under this license to any person or party, whether by
operation of law or otherwise. Any attempt by you to assign this license
without Licensor's prior written consent is void and will terminate the
license without further notice.
11.4 Governing law
This License shall be deemed to have been executed in Norway and shall
be governed by the laws of Norway, without regard to any conflict of law
provisions.
11.5 Disputes and legal venue
The parties shall first attempt to resolve any disputes, controversies
or claims (collectively "Dispute") arising out of or relating to this
license through amicable discussions and negotiations.
If a Dispute cannot be resolved amicably between the parties, such
Dispute shall be referred to Oslo City Court as mandatory legal venue.
However, if you are located in a country that does not have a bilateral
or multilateral ruling enforcement treaty with Norway, the Dispute shall
be referred to and finally determined by arbitration administered by the
World Intellectual Property Organization (WIPO) Arbitration and
Mediation Centre in accordance with the WIPO Arbitration Rules.
The place of arbitration shall be in Oslo, Norway. The arbitrator - of
which there shall be only one - shall be bound by the provisions of this
license and base the award on Norwegian substantive law and judicial
precedent. The parties agree that the arbitrator shall have the power to
decide all matters, including arbitrability, and to award any remedies,
including attorneys' fees, costs and equitable relief, available under
applicable law. Either party may enforce any judgment rendered by the
arbitrator in any court of competent jurisdiction. The parties further
agree and acknowledge that arbitration shall be the sole and final
remedy for any dispute between the parties. All proceedings and
documents shall remain strictly confidential.
In no event shall the United Nations Convention on Contracts for the
International Sale of Goods apply to, or govern, this License.
11.6 Notices
Any notice under this license shall be delivered and addressed to
Licensee at the address provided to Licensor (or authorized
representative) at the time of order, and to Licensor at
Attn: Software Licensing Dept/CLA,
eZ Systems AS,
Porselensvegen 18,
3920 Porsgrunn
Norway
Notices are deemed received by any party: (a) on the day given, if
personally delivered or if sent by confirmed facsimile transmission,
receipt verified; (b) on the third day after deposit, if mailed by
certified, first class, postage prepaid, return receipt requested mail,
or by reputable, expedited overnight courier; or (c) on the fifth day
after deposit, if sent by reputable, expedited international courier.
Either party may change its address for notice purposes upon notice in
accordance with this section.
11.7 Export law assurances
Licensee is responsible for complying with any applicable local laws,
including but not limited to export and import regulations.
11.8 Entire agreement
This license comprises the entire agreement, and supersedes and merges
all prior proposals, understandings and agreements, oral and written,
between the parties relating to the subject matter of this license.
Licensor's acceptance of any document shall not be construed as an
acceptance of provisions which are in any way in conflict or
inconsistent with, or in addition to, this license, unless such terms
are separately and specifically accepted in writing by an authorized
officer of Licensor.
11.9 Update of terms
The Licensor may from time to time issue new versions of this license.
Unless you within 30 days from when you were first made aware or should
have become aware of the new license has not made reservations directed
at Licensor in writing, such new version of the license shall be deemed
as accepted by you.