Configura License Agreement

1. General

This License applies to the Software and related documentation owned by Configura Sverige AB, referred to as (“CSAB”), and which is made available subject to the terms of this License Agreement, referred to as (“Licensed Software”).

 

2. Permitted Uses; Conditions & Restrictions

Subject to Your compliance with the terms and conditions of this License Agreement as a condition to the license granted herein, CSAB hereby grants You, effective on the date You accept this License Agreement and download the Licensed Software and for the duration of the Term of this Agreement, a non-exclusive, personal, world-wide, nontransferable, non-assignable limited license to use CSAB's Licensed Software only and to do the following:

2.1 You may install the Licensed Software on any of Your computer which includes but is not limited to home computer, work computer, laptop computer, notebook and/or other handheld devices, or otherwise (each single computer is referred to herein as “Your Site” and collectively as ”Your Sites”) and use the Licensed Software and related documentation, regardless of the media on which it is distributed, provided that You also meet all of these conditions:

a) You provide and, at all times, maintain (i) a valid email address for Your MyConfigura ID and corresponding password; and (ii) maintain the confidentiality and security of Your MyConfigura ID and password; and

b) You use the Licensed Software on only a single computer (i.e., only one of Your Sites) at a time. The use of the Licensed Software on two or more computers (i.e., on multiple of Your Sites) at the same time is strictly prohibited; and

c) You agree that no other person or entity (other than Yourself) shall be permitted to use the Licensed Software, in any manner or at any time, on any of Your Sites or any other computer.

2.2 Automatic Updates. CSAB may update the Licensed Software at any time and, if or when this occurs, CSAB, in its sole discretion and without any obligation whatsoever, may automatically provide the updates to You. To receive the updates to the Licensed Software, You agree to regularly make Your Sites in Section 2.1 available over the world wide network or internet to receive the automatic updates from CSAB.

2.3 Privacy Policy. Notwithstanding the amendment provisions set forth in Sections 17.9 and 17.10, You agree and accept all of the terms and conditions as contained in the Configura Sverige AB Privacy Policy statement on the CSAB Web Site, web address: www.configura.com ("Privacy Policy"), and that this Privacy Policy may be amended at any time, at CSAB's sole discretion, without notice; and provided further that when amended, the "Last Updated" date at the top of the document will be revised accordingly. You agree to routinely review this Privacy Policy and Your continued use of the service constitutes your agreement to this Privacy Policy and any amendments thereto.

2.4 Restrictions. The Licensed Software is confidential and copyrighted. No right, title or interest in or to the Licensed Software or any trademark, service mark, logo or trade name of CSAB is granted under this License Agreement. The Licensed Software contains confidential and copyrighted material, trade secrets and other proprietary material. The Licensed Software is also protected by International copyright treaties and laws as well as other intellectual property laws. In order to protect these rights, except as permitted herein or by applicable legislation, You are expressly prohibited from the following:

a) decompile, reverse engineer, disassemble, translate, or otherwise reduce the Licensed Software to another computer language or human-perceivable form;

b) assign, sublicense, encumber, modify, network, rent, lend, loan, sell, lease, distribute, reproduce, or prepare or create derivative works based on the Licensed Software in whole or in part or transfer, attempt to transfer, publish, disclose, display, or otherwise make available the Licensed Software to others or copies thereof; or

c) tamper with any proprietary notices or marks in the Licensed Software.

2.5 Product Installation; Required Activation. There may be technological measures in the Licensed Software that are designed to prevent unlicensed or illegal use of the Licensed Software. You agree that CSAB may use these measures to protect CSAB against software piracy. The Licensed Software may contain enforcement technology that limits the ability to install and uninstall the Licensed Software on a computer to not more than the total number of computers for which You have fully paid a License Fee. This License Agreement and the Licensed Software containing enforcement technology may also require activation such as a special security code owned and controlled by CSAB (i.e., License Key”) to render the Licensed Software operational during the Term. Further, should a License Key be required, You acknowledge that the License Key shall expire upon the expiration of the first year of the Term and/or License Fee paid for by You, and that, upon such expiration, the Licensed Software may cease to operate unless and until the License Fee is paid for each subsequent renewal year thereafter or additional time period during the Term. Upon payment of the License Fee for each renewal year or additional time period, CSAB shall promptly provide You with all the necessary License Keys. You shall not attempt to crack, alter or otherwise derive the License Key(s).

2.6 All other license rights not specifically granted herein, whether by estoppel, implication, or otherwise, are expressly reserved by CSAB and any other use of the Licensed Software is strictly prohibited. CSAB further reserves the right, at its sole discretion, to revoke this limited license at any time and without notice.

 

3. License Fee And Payment

You agree to pay CSAB, at the time of purchase by credit card or other form of payment as permitted by CSAB, a license fee for the Licensed Software pursuant to each subscription and based upon the current fee schedule, as set forth by CSAB and as amended from time to time, referred to as the (“License Fee”). The Licensed Software and/or any copies thereof are not for resale.

The License Fee for each Renewal Term shall be increased using the following calculations and based upon the CPI Adjustment (as defined below) from the United States of America Consumer Price Index: if the CPI Adjustment is negative or less than or equal to 1.0%, the increase in the License Fee shall be 1.0%; if the CPI Adjustment is greater than 1.0% the increase in the License Fee shall be the percentage of the CPI Adjustment.

“CPI Adjustment” shall mean a percentage adjustment to the License Fee in an amount equal to the percentage change in the Consumer Price Index for All Urban Consumers (CPI-U), for the United States, “All Items” (19821984=100), not seasonally adjusted, published by the United States Department of Labor, Bureau of Statistics (“Index”), based on the percentage difference between the Index published immediately preceding, or if not available, then in the nearest available preceding month of, the Reference Date (i.e., the date that the previous applicable Initial Term or Renewal Term began) and the Index published in the month, or nearest available month, immediately preceding the Renewal Term date (i.e., the date that the next applicable Renewal Terms begins) on which the adjustment is to be effective. If the Index is changed so that the base year of the Index differs from that specified above, the Index shall be converted in accordance with the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. If the Index is discontinued or revised during the term, such other governmental index or computation with which it is replaced shall be used in order to obtain substantially the same result as would be obtained if the Index had not been discontinued or revised.

CSAB, its subsidiary, affiliate, or other entity as designated by CSAB, at its sole discretion, may electronically invoice You for the License Fee. The electronic invoice shall be sent to You at the e-mail address You provided as Your MyConfigura ID, during registration, or Purchase of the Licensed Software. You agree to accept this electronic invoice as the billing statement for the License Fee and make payment within thirty (30) days prior to the Renewal Term date. You agree that the e-mail address You provide shall at all times be owned and active by You. Should this change, You agree to immediately notify CSAB and provide a new e-mail address that may be used by CSAB.

 

4. Term

The term of this License Agreement is effective for the term set forth in each subscription (e.g.,6 months, 1 year, etc…) from the date You accept this License Agreement ("Initial Term"). For subscriptions equal to or greater than 6 months, this License Agreement shall automatically renew for subsequent terms upon the same equivalent period (e.g., 6 months, 1 year, etc…) as the Initial Term ("Renewal Terms") unless you do not actively reduce selected or all your license holdings in the by Configura provided License administration portal, thirty days (30) days prior to the end of the Initial Term, or the end of any subsequent Renewal Terms, or as otherwise terminated sooner by either party in accordance with this License Agreement.

 

5. Customer Service

(a) CSAB provides customer contact support (e.g., via internet based and/or telephone) and information consisting of articles, video tutorials, and other online support assistance as set forth at the following web address: support.configura.com; (b) If You require additional service for the use of the Licensed Software, CSAB shall make these services available under a separate contract.

 

6. Protection and Security

The Licensed Software contains copyrighted material, trade secrets and other proprietary material. In order to protect these rights, except as permitted by applicable legislation, You agree to use best efforts and to take all reasonable steps to safeguard the Licensed Software and related documentation to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution, in whole or in part, in any form whatsoever shall be made. You acknowledge that the Licensed Software and the related documentation contain valuable, confidential information and trade secrets and that unauthorized use and/or copying or violation of this License Agreement relating thereto is harmful to CSAB.

 

7. Duty to Back Up Data

IT IS YOUR RESPONSIBILITY TO MAINTAIN BACKUP COPIES OF ANY AND ALL DATA, AND ELECTRONIC FILES OF INCLUDING BUT NOT LIMITED TO DRAWINGS, INSTALLATION DRAWINGS, RENDERINGS, WALKTHROUGH, QUOTES, PROGRAMS, OR ANY OTHER DOCUMENTS OR INFORMATION THAT YOU USE IN CONNECTION WITH THE LICENSED SOFTWARE TO PREVENT CATASTROPHIC LOSS (“DATA”).

 

8. Responsibility

YOU HAVE AND AGREE TO SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF "DATA" (AS DEFINED IN SECTION 7 ABOVE) AND/OR EQUIPMENT USED IN CONNECTION WITH THE LICENSED SOFTWARE AND WILL NOT MAKE A CLAIM AGAINST CSAB FOR ANY LOST "DATA", INACCURATE OUTPUT AND LOST PROFITS FROM USE OR MODIFICATION OF THE LICENSED SOFTWARE. YOU AGREE TO INDEMNIFY AND HOLD CSAB HARMLESS FROM ANY AND ALL CLAIMS BASED ON USE OR MODIFICATION OF THE LICENSED SOFTWARE.

 

9. Export Control

By using the Licensed Software, You agree that you are complying with all applicable local and international laws, including but not limited to the export and import regulations of Your country and any other required countries.

 

10. Taxes

You shall, in addition to the other amounts payable under this License Agreement, pay all taxes including but not limited to sales, and other taxes, federal, state, local, use, excise, value-added, privilege or assessments or governmental charges, or otherwise, and any other type of taxes, however designated, which are levied or imposed by reason of the transactions contemplated by or relating to this License Agreement.

 

11. Disclaimer of Warranty on Software

YOU expressly acknowledge and agree that use of the Licensed Software is at YOUR sole and entire risk. YOU ASSUME ALL RISK AS TO THE SELECTION, USE, PERFORMANCE AND QUALITY OF THE LICENSED SOFTWARE AND AGREE NOT TO USE THE LICENSED SOFTWARE IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY, OR BUSINESS COULD OCCUR FROM A SOFTWARE ERROR. The Licensed Software and related documentation are provided "AS IS" and without warranty of any kind and CSAB EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. CSAB DOES NOT WARRANT INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED SOFTWARE WILL BE CORRECTED. The entire risk as to the results and performance of the Licensed Software is assumed by You. FURTHERMORE, CSAB DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE LICENSED SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CSAB OR CSAB'S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE LICENSED SOFTWARE PROVE DEFECTIVE, YOU (AND NOT CSAB OR CSAB'S AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

 

12. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL CSAB, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF USE OF ASSETS, LOSS OF CONTRACTS, INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE) ARISING OUT OF OR RELATING TO THIS LICENSE AGREEMENT OR YOUR USE, MODIFICATION, PRODUCTION, DELIVERY, MISUSE OR INABILITY TO USE THE LICENSED SOFTWARE OR RELATED DOCUMENTATION, OR ANY PORTION THEREOF, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY OR DUTY, TORT (INCLUDING NEGLIGENCE OF ANY PERSON (GROSS, SOLE, CONCURRENT, ACTIVE, OR PASSIVE), PRE-EXISTING CONDITION, PRODUCTS LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, OR ANY OTHER CUASE, OR OTHERWISE, EVEN IF CSAB OR CSAB'S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. In no event shall CSAB's total or cumulative liability to YOU for all damages, losses, and any causes of action whatsoever (whether in contract, tort (including negligence) or otherwise) exceed the License Fee paid by YOU for the Licensed Software within the last twelve (12) months. YOU AGREE TO BEAR ALL COSTS RESULTING FROM THE USE OF THE LICENSED SOFTWARE.

 

13. Trademarks

This License Agreement does not grant any rights to use any trademarks, service marks, logos or trade names or trade dress belonging to CSAB in the United States and/or any other countries (collectively "CSAB Marks"). This License Agreement does not grant You any rights in CSAB'S Marks and You expressly agree that You may not, or assist or induce others to, import, manufacture, promote, advertise, offer for sale, sell, or otherwise use any product or service that bears CSAB's Marks or other designation or colorable imitation on goods or services which is confusingly similar to CSAB's Marks.

 

14. Ownership

CSAB retains all rights, title and interest in and to the Licensed Software and related documentation and any copies or updates of the Licensed Software.

 

15. Termination

This License and the rights granted hereunder will terminate:

a) automatically without notice from CSAB if You fail to comply with any term(s) of this License Agreement and fail to cure such breach within thirty (30) days of becoming aware of such breach; or

b) automatically and without notice from CSAB if You fail or refuse to cooperate with any CSAB reasonable investigation of any suspected violation of this License Agreement; or

c) immediately in the event of the circumstances described in Section 17.5(b) or CSAB is required to terminate the License Agreement to comply with any law, regulatory, government, or any other legal body.

 

16. Effect of Termination

Upon termination, You agree to immediately stop any further use of the Licensed Software and destroy all copies of it that are in your possession or control. Provisions which, by their nature, should remain in effect beyond the termination of this License Agreement shall survive, including but not limited to Sections 8, 10, 11, 12, 14, 16 and 17. No party will be liable to any other for compensation, indemnity or damages of any sort solely as a result of terminating this License Agreement in accordance with its terms, and termination of this License Agreement will be without prejudice to any and all other right or remedy available to CSAB as a result of Your breach. Notwithstanding the provisions of this Section 16, if this License Agreement is terminated for any reason prior to the end of the Term, You shall be liable to CSAB for payment of all License Fees through the entire Term.

 

17. Miscellaneous

17.1 U.S. Government End Users. The Licensed Software is a "commercial item" as defined in FAR 2.101. Government software and technical data rights in the Licensed Software include only those rights customarily provided to the public as defined in this License Agreement. This customary commercial license in technical data and software is provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defense purchases, DFAR 252.227-7015 (Technical Data -- Commercial Items) and 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Accordingly, all U.S. Government End Users acquire Licensed Software with only those rights set forth herein.

17.2 Relationship of Parties. This License Agreement will not be construed as creating an agency, partnership, joint venture or any other form of legal association between or among You and CSAB, and You will not represent to the contrary, whether expressly, by implication, appearance or otherwise.

17.3 Waiver; Construction. Failure by CSAB to enforce any provision of this License Agreement will not be deemed a waiver of future enforcement of that or any other provision. CSAB and You acknowledge and confirm that it has reviewed this License Agreement and that the rule of construction to the effect that the language of this License Agreement or any ambiguities contained therein are to be resolved against the drafting party shall not apply to this License Agreement or be employed in the interpretation and/or construction of this License Agreement.

17.4 Assignability. You agree that neither this License Agreement nor any interest, licenses, or rights may be assigned, transferred, or conveyed, in whole or in part. Any assignment in violation of this Agreement by You is deemed null and void. CSAB shall have the right to assign, transfer, or convey any interest, licenses, or rights, in whole or in part of this Agreement.

17.5 Severability. (a) If for any reason a court of competent jurisdiction finds any provision of this License Agreement, or portion thereof, to be unenforceable, that provision of the License Agreement will be enforced to the maximum extent permissible so as to effect the economic benefits and intent of the parties, and the remainder of this License Agreement will continue in full force and effect. (b) Notwithstanding the foregoing, if applicable law prohibits or restricts You from fully and/or specifically complying with Sections 2, 3, 6 or 8 or prevents the enforceability of this Section 17.5, this License Agreement will immediately terminate and You must immediately discontinue any use of the Licensed Software and destroy all copies of it that are in Your possession or control.

17.6 Governing Law. This License Agreement shall be governed by, construed and enforced in accordance with the laws of Sweden without regard to its conflicts of law provisions. You further consent to jurisdiction of the courts of Stockholm, Sweden with respect to any claim or dispute arising out of or relating to this License Agreement.

17.7 Dispute Resolution. All claims, disputes, controversies, differences or misunderstandings between You and CSAB hereto arising under, out of, or in connection with this License Agreement which cannot be amicably settled and resolved by the parties hereto, shall be finally settled or determined by arbitration before a panel of arbitrators in Stockholm, Sweden, in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce and any final award rendered in such arbitration shall be binding upon the parties and shall be enforceable in any court of competent jurisdiction. Arbitration proceedings shall be in the English language.

17.8 Attorneys’ Fees. If it shall be necessary for either party to this License Agreement to bring any action or suit to construe, interpret or enforce any provisions hereof or for damages on account of any breach of this License Agreement, the prevailing party on any issue in any such arbitration or litigation and any appeals there from shall be entitled to recover from the other party, in addition to any damages or other relief granted as a result of such arbitration or litigation, all costs and expenses of such arbitration or litigation and a reasonable attorneys' fee as fixed by the arbitrator or court. The provisions of this subparagraph shall survive the termination of this License Agreement coextensively with other surviving provisions of this License Agreement.

17.9 Notices. CSAB may send notices pursuant to this License Agreement to Your email address provided by You, and such notices shall be deemed received 24 hours after they are sent. You may send notices pursuant to this License Agreement electronically (e.g., via e-mail) to license@configura.com, or such e-mail as otherwise provided by CSAB, and such notices shall be deemed received 72 hours after they are sent.

17.10 Entire Agreement. This License Agreement constitutes the entire agreement between CSAB and You and supersedes any and all prior or contemporaneous understandings or agreements, whether written or oral. Except as expressly set forth herein, You nor CSAB make nor shall be bound by any warranties, representations, covenants, or agreements, express or implied. This license Agreement shall not be modified by You except by a written agreement executed by an authorized representative of CSAB and You.

17.11 General. CSAB may amend this License Agreement from time to time by posting an amended version at its Website and sending You written notice thereof. Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless You first give CSAB written notice of rejection of the amendment. In the event of such rejection, this License Agreement will continue under its original provisions, and the amendment will become effective at the start of Your next Renewal Term following the Proposed Amendment Date (unless You first terminate this License Agreement pursuant to Section 4, Term). Your continued use of the Licensed Software following the effective date of an amendment will confirm Your consent thereto. This License Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 17.10, the Privacy Policy may be amended at any time in accordance with Section 2.3.

Please read the terms of this License Agreement carefully. By selecting the "I accept the License Agreement" option you are accepting and agreeing to the terms of this License Agreement with CSAB. If you do not meet this criterion or you do not agree to any of the terms of this License Agreement, please select the "I do not accept the License Agreement" or use your browser's Back button to exit this page. You further agree that, once this License Agreement is accepted, Your acceptance of this License Agreement is continuing in nature for the entire Term, including all renewals thereof, of the License Agreement.