END USER LICENSE AGREEMENT WORKPOINT 365
1.1 This end user license agreement (“EULA”) is entered into between WorkPoint and the end user (“End User”). WorkPoint and End User shall jointly be referred to as “Parties” and separately as a “Party”.
1.2 The EULA shall apply to the End User’s use of the software “WorkPoint 365” and any other software (the “Software”) developed, marketed or otherwise distributed by WorkPoint, irrespectively of whether End User has purchased a license to the Software directly from WorkPoint or another vendor licensed by WorkPoint (“Partner”).
1.3 This EULA and WorkPoint’s general terms and conditions (“Terms of Delivery”) constitute appendices to an agreement entered into between the End User and on the other side WorkPoint or Partner, including any subsequent license order forms (“Agreement”).
1.4 By selecting the “accept” button – or by using the Software the End User agrees to be bound by this EULA. If End User does not accept and/or comply with this EULA, the End User is not entitled to use the Software.
1.5 If an individual enters into this EULA on behalf of a company or other legal entity, that individual represents that he or she has the authority to bind that entity to this EULA.
1.6 WorkPoint may amend this EULA at any time by reasonable notice, including without limitation by posting revised terms and conditions on the website www.workpoint.dk (“Website”). End User agrees that the amended EULA shall be binding.
2 COMPANY INFORMATION
2.1 The Software is provided by WorkPoint A/S, a Danish company registered under the business registration number 26082668 and is domiciled at Esbjerg Brygge 28, 6700 Esbjerg, Denmark. Inquiries can be addressed to phone number +45 76110110 or email: firstname.lastname@example.org.
3 THE SOFTWARE
3.1 The Software is standard software and is provided “as is”. The Software is developed and owned by WorkPoint and is a standard software solution with the primary focus on case management and document management solutions and such related services.
4 THE LICENSE
4.1 Subject to payment of the License Fee cf. Clause 7, End User is granted a time limited, non-exclusive, non-transferable right to use the Software, including any upgrades, versions, releases, maintenance, development services, updates etc. as delivered by WorkPoint in the license period set out in the Agreement (“License”).
4.2 The License is granted only to such number of named users as set out in the Agreement.
4.3 End User may use the Software only for the purpose of End User’s internal business purposes.
4.4 End User shall not reverse engineer, disassemble or decompile the Software, except where and only to the extent that such operations are permitted according to the applicable mandatory, statutory legislation and End User shall comply with the legislation in all respects.
4.5 End User shall not be entitled to sell, lease, lend, permit the use of or in any other way assign or pass on the right of use of the Software to any third-party, unless otherwise set out in this EULA.
4.6 End User shall not break or change any codes. Nor shall End User change or remove any marks and/or notices concerning copyright, trademarks or other rights, or references hereto stated in the Software or on the medium upon which the Software may have been delivered.
4.7 In the event that End User uses the Software contrary to the terms of this EULA, WorkPoint may terminate the License for material breach immediately and without notice.
5 LICENSE METRIC
5.1 The License is granted for a specified number of users of the End User set out in the Agreement and for which End User has paid the applicable license fee.
5.2 Notwithstanding any organizational ties in terms of employment, affiliation, or otherwise End User must purchase a license for each individual that accesses the Software directly or indirectly.
6.1 The Software may at the sole discretion of WorkPoint be subject to upgrades from time to time, including by addition of new versions, updates and features etc. Such updates may be subject to planned downtime and occur without notice. However, WorkPoint will use reasonable efforts to notify End User in advance. Any planned downtime is to the extent possible placed in weekends or outside normal business hours.
7 LICENSE FEE AND PAYMENTS
7.1 End User’s permitted use of the Software is subject to payment of a fee calculated on the basis of the actual number of individuals of End User having directly or indirectly access to the Software in accordance with the Agreement. (the “License Fee”).
7.2 Invoicing and payment of the License Fee shall be made in accordance with WorkPoint’s Terms of Delivery.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 End User recognizes that WorkPoint holds any and all copyrights and other intellectual property or industry rights in and to the Software, including but not limited to the code to the Software. This also applies to any changes, adjustments, upgrades etc. to the Software. End User shall respect WorkPoint’s intellectual property rights and End User shall be responsible for any breach of such rights, including unauthorized access of the Software by a third-party.
9.1 The Software is complex computer software. Its performance will vary depending on End User’s hardware platform, software interactions, the configuration of the Software and other factors. The Software is neither fault tolerant nor free from errors, bugs or interruptions. Thus, no other warranties than those explicitly set out in this EULA, Terms of Delivery or Agreement are given, implied or valid.
10 INFRINGEMENT OF THIRD PARTY RIGHTS
10.1 If a third-party objects to the use of the Software based on the claim that the use of the Software infringes such third party’s intellectual property right, such infringement may be handled in accordance with the Terms of Delivery.
11.1 Expiration of License
11.2 The License and any right to use the Software shall cease upon termination of the license period as set out in the Agreement.
11.3 Termination for cause 11.3.1 Each Party shall be entitled to immediately terminate the EULA for cause (in Danish: “ophæve”) in accordance with the Terms of Delivery. In addition, WorkPoint shall be entitled to immediately terminate this EULA for cause if End User commits a material breach of this EULA. Non-compliance with the licensing terms is among others considered a material breach of this EULA.
11.4 Upon termination of the EULA, for any reason, End User must immediately cease any use and delete all copies of the Software and remove them from End User’s systems.
12 AUDIT AND INFORMATION
12.1 WorkPoint shall have the right to verify End User’s compliance with the EULA at any time and without notification. Such verification may be in the form of accessing the Software and records contained therein. End User shall provide WorkPoint with reasonable assistance in its verification efforts.
12.2 Without prejudice to any other remedies available to WorkPoint, if End User is not correctly licensed, WorkPoint shall be entitled to demand payment of the additional License Fee for the period End User has not been correctly licensed.
12.3 Neither Party shall be responsible for the other Party’s costs associated with this Clause 12. Notwithstanding the foregoing, End User shall be liable for costs incurred by WorkPoint, if End User is not in compliance with the Agreement.
13 SYSTEM REQUIREMENTS
13.1 End User is aware and acknowledge that the Software may require and be subject to system requirements and/or a software subscription e.g. Office 365. Such requirements are set out in the Agreement or the Software instruction material. End User shall be responsible for fulfilling such system requirements and pay any related costs and fees. WorkPoint does not represent or warrant that the Software is compatible with future versions of any third-party software.
14 VALIDITY AND SEVERABILITY
14.1 If any provision of this EULA is held to be illegal, invalid or unenforceable, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such provision shall not affect the legality and validity of the other provisions.
15 PERSONAL DATA
15.1 The processing of any personal data by the WorkPoint on behalf of End User as defined in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC shall be regulated by the Terms of Delivery.
16 GOVERNING LAW AND JURISDICTION
16.1 This EULA is governed by and construed in accordance with Danish law except for
a) rules leading to the application of other law than Danish law and
b) the United Nations Convention on Contracts for the International Sale of Goods (CISG). 16.2 Any dispute controversy or claim arising out of or related to this EULA shall be settled by a competent court at WorkPoint’s venue in Denmark.