This End User License Agreement (“Agreement”) is an agreement between Olapsoft GmbH (“Company”) and you or the organization you represent regarding Olapsoft software (“Software”).
PLEASE READ THIS AGREEMENT CAREFULLY. THE AGREEMENT CONTAINS IMPORTANT TERMS THAT AFFECT YOU AND YOUR USE OF THE SOFTWARE. BY INSTALLING, COPYING OR USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, COPY, OR USE THE SOFTWARE. IF YOU ARE ACCESS OR USE THE SOFTWARE ON BEHALF OF AN ORGANIZATION OR OTHERWISE IN PROVIDING SERVICES FOR AN ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION, YOUR ACCEPTANCE OF THIS AGREEMENT AND USE OF THE SOFTWARE DOES NOT VIOLATE ANY AGREEMENT YOU HAVE WITH OUR ORGANIZATION AND THAT YOUR ORGANIZATION AGREES TO INDEMNIFY OUR COMPANY FOR VIOLATION OF THIS AGREEMENT.
1. Software License
Subject to the terms and conditions of this Agreement and during the term of this Agreement, Company hereby grants you a non-exclusive, non- sublicensable, non-transferable license to install and use, access, download and use one copy of the Software and its functionality in the Cloud or server installation on one [personal computing device] [network server] only for use of the services provided (access and use) in the cloud or installation on a network server (access and use) is available to you, depending on the tariff you select. Any Software that updates, supplements or replaces the original Software is governed by this Agreement, unless such update, addition or replacement is accompanied by separate license terms, in which case such separate terms will govern if in conflict with this Agreement or as otherwise provided in such separate terms.
2. License Limitations
License Restrictions Section 1 sets forth the entirety of your rights with respect to the Software, and we reserve any and all rights not expressly granted to you in this Agreement. Without limiting the foregoing, you will not do, authorize or permit any third party to do any of the following: (a) distribute, sublicense, sell, assign or otherwise transfer or make available the Software; (b) use the Software for any purpose other than the Permitted Purposes; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover or recreate the source code of the Software; (d) modify, adapt, alter, steal, or otherwise tamper with the Software; and (e) use the Software for any purpose other than the Permitted Purposes.
3. Ownership and Confidentiality
The Software is licensed to you on annual or perpetual basis (depending on the plan you select). We or our licensors own all right, title and interest in and to the Software, including all copyrights, patents and other intellectual property or other proprietary rights in the Software. No title to the Software or any related intellectual property rights or proprietary rights are transferred to you under this Agreement. You also acknowledge that when you download, install or use the Software, we may automatically collect information about your use of the Software. We may also require you to provide information about yourself in order to download, install or use the Software or certain features. All information collected from you in connection with the Software may be used by us in accordance with our Privacy Policy. By using, installing, downloading or submitting information, you consent to our Privacy Policy and our use of your information in accordance therewith. You are expressly prohibited from disclosing the software to any person or entity or from allowing any person or entity to access or use the software other than as set forth in this Agreement.
4. Disclaimer of liability
The Software is provided to you in accordance with the terms and conditions of the corresponding Commercial Agreement and is provided on “as is” basis and with all methods and defects without warranties of any kind, express or implied. The Company and its licensors disclaim all other warranties, express or implied, including, without limitation, implied warranties. This section makes it clear that ownership of Olapsoft is not transferred to the user, and that the license does not give the user the right to do anything with the software other than what the user is licensed to do. Automatic data collection is underscored by the inclusion of these provisions. The Company and its licensors disclaim all other warranties, express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. The company does not represent or warrant that the software is free from bugs, errors, viruses or other defects, or that the software will transmit data securely. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent such laws apply to this Agreement, the above exceptions and limitations may not apply.
5. Indemnification
You will defend, indemnify and hold harmless Company and its affiliates, independent contractors, service providers, suppliers, partners, resellers, distributors and consultants, and their respective directors, officers, employees and agents (collectively, the “Company Parties”) from and against any and all claims, actions or proceedings brought by third parties, and all resulting damages, costs, liabilities and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or relating to (a) your use or inability to use the Software; or (b) your breach of any of the terms of this Agreement.
6. Limitation of Liability
In no event shall the Company be liable to the other party for any direct, special, indirect, consequential or other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Software, even if the party has been advised of the possibility of such damages. In no event shall any Party’s total liability whether in contract, warranty, tort (including active, passive or imputed negligence), product liability, strict liability or otherwise, arising out of or in connection with this Agreement or the Software exceed the compensation, if any, paid by you to Company for the Software. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent such laws apply to this Agreement, the above exclusions and limitations may not apply.
7. Termination
The Company may terminate this Agreement at any time, with or without cause, but subject to Commercial Agreement between the Company and you. You may terminate this Agreement by canceling the Company Services account opened in connection with your use of the Software, and/or by removing all copies of the Software in your possession or under your control. If this Agreement is terminated for any reason: (a) the license granted to you in this Agreement terminates; (b) you must immediately cease all use of the Software and destroy or erase all copies of the Software in your possession or under your control; and (c) Sections 3 (Ownership), 4 (Disclaimers), 5 (Indemnification), 6 (Limitation of Liability), 7 (Termination), 9 (Governing Law; Jurisdiction) and 10 (General Provisions) will survive any such termination. In addition, if for any reason the agreement governing your use of the Company Services with which the Software is used is terminated, this Agreement will automatically terminate without notice to you.
8. Evaluation and Feedback
We are under no obligation to review, use, return or retain any Feedback that you provide to us. Any Feedback you provide to us may or may not be treated by us as confidential, and we will have no obligation or liability to you for the use or disclosure of any Feedback. You should not expect any compensation from us with respect to your Feedback.
9. Governing Law and Jurisdiction
Except as expressly prohibited by local law, this Agreement shall be governed by the laws of Germany, without regard to its conflict of laws principles. You hereby irrevocably consent to the jurisdiction of the state and federal courts located in the District of Berlin for all proceedings relating to this Agreement or the Software.
10. General Provisions
This Agreement sets forth our entire agreement with respect to the Software and supersedes all prior and contemporaneous agreements and understandings with respect to the Software, whether written or oral.
