GENERAL LICENSE AGREEMENT AND GENERAL CONDITIONS OF TANSA SYSTEMS
These General License Terms and General Conditions (General Terms and Conditions) are applicable to all contracts under which a license to use Software is made available to Customer.
1. DEFINITIONS
Tansa Systems Tansa Systems AS, Østensjøveien 36, N-0667 Oslo, a Norwegian limited company.
Install
The installation of the Software into a permanent memory, e.g. hard disk, CD ROM or other storage device. Products License to use the Software and/or associated media, printed materials, by «online» access (Application Service Provider or ASP) or electronic documentation. Software Software developed or marketed by Tansa Systems, including server software and client software.
Program Version
The name of a Program Version has the form X,Y, where: X identifies the release level this Program Version has. If X is incremented, this Program Version has major improved functionality and/or ease of use and may not be compatible with previous release. Y identifies the upgrade level of this Program Version. If Y is incremented, this program version has minor improvements and/or bug-fixes and is compatible with previous upgrade.
New Release
A new version of the program, if X is incremented relative to the previous version.
New Upgrade
A new version of the program, if Y is incremented relative to the previous version. Distributor Authorized distributor of Software. Use The copying, transmitting or loading of the Software into the temporary memory (RAM) of a computer or the utilization of Software in a CPU.
2. AGREEMENT
(1) These General Terms and Conditions shall apply to all offers and contracts under which the use of Software is licensed to Customer, including the supply of goods and/or the rendering of services of any nature whatsoever to Customer, even if such goods or services have not been specified (in detail) in these General Terms and Conditions.
(2) Any variation to these conditions of purchase or any other conditions of Customer shall not apply unless accepted by Tansa Systems in writing.
3. USAGE RIGHTS OF CUSTOMER
3.1 General
Tansa Systems grants Customer a limited, non-exclusive and non-transferable right to use the Products for the Customer’s internal use in its organization, subject to these General Terms and Conditions.
3.2 Granting of Rights
(1) Customers without ASP access to the Products, may only install the server software and use it on one computer at a time.
(2) The client software can only be installed and/or used for the number of named users as agreed between the parties, and always provided that the Customer has paid for such use.
(3) Customers without SP access to the Products may make, without change, one back-up copy of the Software. Such backup copy may not be used by Customer, but shall only be employed to replace the original material that has become unfit for use, and must always be provided with the same labels and indications as the original material. Such back-up copy shall always remain with the Customer and under its control. Redistribution of the back-up copy is not permitted.
3.3 Hardware
(1) Customer may only use software on its own hardware, and as specified in these General Terms and Conditions. Use on hardware of third parties requires the prior written consent of Tansa Systems. Software may only be used on such hardware as have been approved by Tansa Systems. (2) Software may be used by Customer only on the CPU(s) for which the usage rights have been granted. If no specific agreement has been concluded, the CPU of Customer on which Software has first been used shall be considered the CPU for which the usage rights have been granted.
3.4 Use Customer may only use the Products in and for his own company or organization. Customer will not use the Products for the benefit of third parties, have it tested by third parties, use it for the education of third parties, will not permit use by third parties, or use it for service bureau or computer centre/center operations.
3.5 Copying Software Customer may install and/or use Software only as explicitly permitted. Customer may not copy Tansa Systems-documentation unless explicitly agreed by Tansa Systems.
3.6 Transfer
(1) Customer may not transfer the usage right to a third party without the prior written consent of Tansa Systems.
(2) Customer is not allowed to sell, rent, lease or alienate the Products or transfer it by way of security or put it at the disposal of any third party in any way whatsoever. If Tansa Systems gives its consent, Customer shall terminate its own use and the proposed transferee must agree in writing to be liable to Tansa Systems for observing all provisions of these General Terms and Conditions.
3.7 Modifications. Decompilation.
(1) Customer may not modify, translate, decompile or disassemble the Software or related material, unless mandatory law applicable in the country of installation allows such modifications by Customer himself for error correction. Tansa Systems advises Customer that even small changes to the Software may lead to significant, unforeseeable disturbances in the execution of the modified programs as well as other programs. Therefore, Customer assumes all risks resulting from any such modifications.
(2) In the event mandatory laws applicable in the country of installation allow decompilation, within a reasonable period prior to decompiling any part of Software, Customer shall deliver a written request to Tansa Systems for the information and documentation needed to accomplish interoperability of the computer programs. Customer is only entitled to perform such decompilation within the provisions of Article 6 of the EU Computer Programs Directive (91/250/EU) and local implementations of this or similar legislation in the country of installation, if such request has not been answered within a reasonable time limit. Before involving third parties in this process, Customer shall provide Tansa Systems with a written declaration signed by any such third party in which the third party agrees to be bound directly to Tansa Systems by the terms set forth in Articles 3 and 6 of these General Terms and Conditions.
3.8 Upgrades Tansa Systems may at its own option offer new Program Versions of the Software to the Customer. Tansa Systems will require compensation for the delivery of New Releases of the Software. The Customer can choose whether to accept the offer or not.
4. COPYRIGHT AND INTELLECTUAL PROPERTY RIGHTS
(1) Copyright and all other intellectual or industrial property rights to the Products and other materials (such as analyses, designs, documentation, offers, etc.) supplied to or put at the disposal of Customer in any manner whatsoever, including under warranty or maintenance, will be held exclusively by Tansa Systems. Customer will only acquire the usage rights as they are expressly granted in these General Terms and Conditions.
(2) Every correction and linguistic data implemented in the Software is the exclusive property of Tansa Systems. Tansa Systems has exclusive rights to use the analytical material to in any way change, improve or develop the Software, as well as transfer any of its rights to any such Software to any third party.
(3) Customer recognizes that Tansa is a trademark represented by Tansa Systems.
(4) Customer is not permitted to remove or change any message, label or note on the Products. Customer is not permitted to remove or change any indication concerning copyrights, trademarks, trade names or any other intellectual property rights from or in the Products or materials, including any indications concerning the confidential nature of the Products.
5. WARRANTY AND LIMITATION OF LIABILITY
(1) The Customer has sole responsibility for the selection of the Products and for the Software fulfilling any purpose or specific use of the Customer.
(2) Tansa Systems warrants that the Software shall have a functionality according to the standards as defined in the Software documentation (manuals and electronic documentation) for 90 days from the date of delivery of the Software (the «Warranty Period»).
(3) Tansa System does not warrant that the Software will function at all times or without errors, and the Customer acknowledges that software in general is not error-free and agrees that the existence of such errors shall not constitute a breach of these General Terms and Conditions.
(4) If the Software is not functioning according to the applicable documentation, the Customer may return the Software to Tansa Systems and inform Tansa Systems in writing about the lacking functionality. Provided the notification is sent within the Warranty Period, Tansa Systems shall, at its sole option, either deliver a new functional copy of the Software to the Customer within reasonable time after receiving the notification, or refund the license fee.
(5) Tansa Systems/Distributor is not required to fulfill its warranty obligations in the event of user errors or other causes not attributable to Tansa Systems/Distributor, including but not limited to, errors caused by products not delivered by Tansa Systems or by changes to Software not made by Tansa Systems. (6) Although Tansa Systems does not warrant that the Software supplied hereunder shall be free from all known viruses, it has used commercially reasonable efforts to check for the most commonly known viruses prior to packaging, but the Customer is solely responsible for virus scanning the Software.
(7) To the extent permitted by the applicable law, Tansa Systems disclaims all other warranties with respect to the Products, either express or implied, including but not limited to, any implied warranties of merchantability or fitness for any particular purpose, or warranties given by Distributors or others marketing or selling the Products.
(8) Regardless of the cause of action, whether in contact, tort or otherwise, the liability of the Distributor and/or Tansa Systems for any damages suffered by Customer is limited to the license fees paid. In no event will the Distributor and/or Tansa Systems be liable for any damages caused by any act or failure to act of Customer or of persons for whom Customer is responsible. In addition, the Distributor and/or Tansa Systems will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or anticipated savings or loss of data, regardless of the cause of the damages.
(9) If the license has been issued by a Distributor, all claims, regardless of the cause, shall be directed to the Distributor, and is not the liability of Tansa Systems.
(10) The remedies set out in this article are the Customer’s only remedies against defects or any other breach of contract related to Tansa Systems/Distributors performances or deliveries.
6. INFORMATION. CONFIDENTIALITY
(1) The Customer is obligated to inform employees and other persons under the authority, control or supervision of the Customer, of the content of these General Terms and Conditions. The Customer shall ensure that employees, agents, vendors, customers, contractual partners, and any other person under the authority, control or supervision of the Customer, respects these General Terms and Conditions. The Customer shall immediately inform Tansa Systems in writing if non-authorized use is discovered or if such use is suspected.
(2) Customer will treat as confidential all information that it receives from Tansa Systems/Distributor, and Customer is responsible for use of any information received from Tansa Systems/Distributor. This includes use of personal data under the EU Data Privacy Directive (95/46/EU) and local implementations of this or similar legislation
(3) Customer acknowledges that the Products and other materials supplied contain confidential information and trade secrets of Tansa Systems, and Customer undertakes to keep such Products and materials secret and not to disclose them to or grant their use to any third party.
(4) Customer shall treat all Software, documentation and other materials and information in a manner that will avoid any abuse.
7. TERM
The License remains valid for the period separately agreed upon, provided the Customer has entered into a valid language-update agreement.
8. INSPECTION
Tansa Systems and the Distributor shall have the right at all reasonable times to inspect the premises of Customer in order to determine and verify Customer’s compliance with these General Terms and Conditions.
9. TERMINATION
(1) Tansa Systems or the Distributor may terminate the agreement if Customer fails to comply with any of these General Terms and Conditions. Upon termination, Customer shall have no claim to a refund for any payments made.
(2) Upon termination, Customer shall destroy all Software, documentation and other materials delivered as well as all copies. Upon request of Tansa Systems, Customer shall certify to Tansa Systems that he has performed the obligations of this article. All specific obligations, such as those mentioned in articles 3, 4 and 6 of these General Terms and Conditions, shall remain in effect.
(3) After termination of the agreement, Tansa Systems may offer the Customer a support agreement.
10. GENERAL
(1) Modifications and amendments to the contracts concluded between Tansa Systems/Distributor and Customer must be in writing.
(2) Neither Tansa Systems nor the Distributor are bound to meet any obligation if it is prevented from doing so as a consequence of any circumstance which is not attributable to it such as fires, strikes, labor unrest, sickness, government measures, a third party whose performance is necessary for its performance, or any other cause outside of its control.
11. SUNDRY PROVISIONS
(1) The waiver or modification by either Party of any term or condition shall not void, waive, or modify any other term or condition. The failure of either Party to insist, in any one or more instances, upon the performance of any terms shall not be construed as a waiver or relinquishment of that Party’s right to such performance.
(2) If any part, term or provision, not being of a fundamental nature, shall be held illegal or unenforceable for any reason, the validity or enforceability of the remaining parts, terms and provisions shall not be affected.
12. GOVERNING LAW. DISPUTES. ENFORCEMENT.
(1) All contracts made between Tansa Systems and Customer and these General License Terms and General Conditions shall be governed by and interpreted in accordance with Norwegian law.
(2) In case of a dispute between the parties which can not be solved by negotiations, the Customer hereby submits for the benefit of Tansa Systems/Distributor, to the jurisdiction of the Norwegian courts, with the Oslo District Court as due venue. Nevertheless, Tansa Systems has the right to instigate legal proceedings in the country where the Customer has its place of residence or performs business activities.
(3) The Customer undertakes to pay any costs of Tansa Systems, which are caused by legal action, in or outside of a court, that involve Tansa Systems and which relate to obligations of Customer under these General Terms and Conditions.