Software license agreement
Please read this Software license agreement carefully, as it sets out the basis upon which we license the BLUEs AdvFORMS software for use.
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 the Software. The Software is licensed, not sold.
1.1 In this Agreement:
"Agreement" means this Software license agreement, including any amendments to this Software license agreement from time to time;
"Documentation" means User documentation for the Software produced by the Licensor and delivered or made available by the Licensor to the User;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trademarks, passing off rights, unfair competition rights, patents and rights in designs);
"Licensor" means Blue Solutions, Limited liability company, situated in Jonavos str. 7, Kaunas, the Republic of Lithuania, registration number 302460281;
"Software" means BLUEs AdvFORMS software, created by the Licensor;
"Software Defect" means a defect, error or bug in the Software having an adverse effect on the operation, functionality or performance of the Software, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the User or any person authorized by the User to use the Software;
(b) any use of the Software contrary to the Documentation by the User or any person authorized by the User to use the Software;
(c) an incompatibility between the Software and any other system, network, application, program, hardware or software not specified as compatible.
"User" means company to whom the Licensor grants a right to use the Software under this Agreement.
2.1 This Agreement shall come into force from the very first day you install the Software.
2.2 This Agreement shall continue in force indefinitely, except termination in accordance with Clause 9 of this Agreement.
3.1 The Licensor hereby grants to the User a worldwide, non-exclusive, indefinite license to:
(a) install unlimited instance of the Software within and on behalf of its own company or organization and only for the intended use;
(b) use unlimited instance of the Software within and on behalf of its own company or organization and only for the intended use, in accordance with the Documentation;
(c) alter, edit or adapt the Software, if separately agreed by the Licensor and User; and
(d) create, store and maintain back-up copies of the Software,
subject to the limitations and prohibitions set out and referred to in this Clause 3.
3.2 Work on installation, training, maintaining or support services as well as other work and / or services can be specified in separate agreements.
3.3 The User may not sub-license and must not purport to sub-license any rights granted under Clause 3.1 without the prior written consent of the Licensor. Any sub-license shall automatically terminate the license.
3.4 Save to the extent expressly permitted by this Agreement or required by applicable law on a non-excludable basis, any license granted under this Clause 3 shall be subject to the following prohibitions:
(a) the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software;
(b) the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software.
3.5 The User shall be responsible for the security of copies of the Software supplied to the User under this Agreement and shall use all reasonable endeavors (including all reasonable security measures) to ensure that access to such copies is restricted to persons authorized to use them under this Agreement.
- Source Code
4.1 The Licensor can give to the User the right to access or use the Source Code, if separately agreed by the Licensor and User.
- No assignment of Intellectual Property Rights
5.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.
6.1 The Licensor warrants to the User that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
6.2 The Licensor warrants to the User:
(a) that the Software as provided will conform in Microsoft Dynamics 365 for finance and operations;
(b) 12 (twelve) months warranty period for Software Defects. The period shall come into force from the very first day you install the Software; within the warranty period, the Software Defects shall be removed free of charge.
(c) that the Software will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(d) that the Software shall incorporate security features reflecting the requirements of good practice.
6.3 The User warrants to the Licensor that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
- Acknowledgements and warranty limitations
7.1 The User acknowledges that software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
7.2 The User acknowledges that software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Licensor gives no warranty or representation that the Software will be entirely secure.
7.3 The User acknowledges that the Software is only designed to be compatible with Microsoft Dynamics 365 for finance and operations and the Licensor does not warrant or represent that the Software will be compatible with any other software.
- Limitations and exclusions of liability
8.1 The Licensor will not be liable to the User in respect of:
(a) any losses arising out of a Force Majeure;
(b) any loss of profits or anticipated savings;
(c) any loss of revenue or income;
(d) any loss of business, contracts or opportunities;
(e) any loss or corruption of any data, database or software;
(f) any special, indirect or consequential loss or damage;
8.2 The liability of the Licensor to the User under this Agreement in respect of any event or series of related events shall not exceed the greater of the total amount paid by the User to the Licensor for the Software.
- Termination and effects of termination
9.1 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits any breach of this Agreement and the breach is not remediable.
9.2 If this Agreement shall terminate upon the Clause 3.3, the User must immediately cease to use the Software upon the termination of this Agreement and irrevocably delete from all computer systems in its possession.
9.3 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect.
10.1 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
10.2 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
10.3 This Agreement shall be governed by and construed in accordance with Lithuanian law.
10.4 The courts of Lithuania shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.