Jabra Integration Service End User License Agreement
This license agreement (License) is a legal agreement between you (Licensee or you) and GN Audio A/S, Lautrupbjerg 7, DK-2750 Ballerup, Denmark (Licensor or we) for the “Jabra Integration Service” product (Software), which includes Documentation.
1.1 Grant and scope of License
1.1 In consideration of you agreeing to abide by the terms of this License, the Licensor hereby grants to you a limited non-exclusive, non-transferable license to use the Software and the Documentation on the terms stipulated in this License.
1.2 You may:
- (a) use the Software for your private or internal business purposes only.
- (b) use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time;
- (c) use any Documentation in support of the use permitted under condition 1.1 and make up to 3 copies of the documentation as are reasonably necessary for its lawful use.
2. Licensee’s undertaking
2.1 Except as expressly set out in this License or as permitted by any local law, you undertake:
- (a) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
- (b) not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
(c) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that such actions cannot be prohibited according to applicable law because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
- (i) is used only for the purpose of achieving inter-operability of the Software with another software program;
- (ii) is not disclosed or communicated to any third party without the Licensor's prior written consent; and
- (iii) is not used to create any software which is identical or similar to the Software;
- (d) to supervise and control use of the Software and Documentation and ensure that the Software and Documentation is used by your employees and representatives in accordance with the terms of this License;
- (e) to include the copyright notice of the Licensor on all complete and/or partial copies of the Software or Documentation no matter the form; and
- (f) not to provide, or otherwise make available, the Software or Documentation in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your employees without prior written consent from the Licensor.
3. Licensor’s rights
3.1 Licensor may audit (using its own employees and those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Software and Documentation to verify your compliance with this License. You agree to give Licensor (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. Licensor will give you at least five days advance notice before conducting an audit. Audits will be conducted during normal business hours and no more than once per year, unless Licensor has a good-faith basis for believing that more frequent audits are warranted. Licensor will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this License in a material way, in which case you agree to reimburse Licensor for these costs.
3.2 Licensor will use commercially reasonable efforts to provide error corrections to the Software, as well as minor improvements to the Software, as such corrections and improvements become generally available. Licensor may, in its sole discretion, make developments, upgrades, updates, modifications or enhancements (collectively “Upgrades”) to the Software. Such Upgrades are not made available by Licensor as part of this License and may be subject to additional charges. Should Licensee desire to purchase a license to such Upgrades, the terms and conditions of this License shall apply to such Upgrades.
4. Intellectual property rights
4.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this License.
4.2 You acknowledge that you have no right to have access to the Software in source code form or in unlocked coding or with comments.
4.3 The integrity of this Software is protected by technical protection measures (TPM) so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorized removal or circumvention of such TPM.
4.4 This Software contains Third-party licenses.
5. Licensor’s liability
5.1 The Licensor shall not be liable for losses suffered by the you in consequence of deficiencies or other failures in respect of the Licensor’s Software or Services and the Licensor shall in any event not be liable for consequential losses. However, the Licensor shall be liable for product liability to the extent that such liability emanates from such provisions of the Danish Act on Product Liability that cannot be contractually waived. Product liability on any other basis is disclaimed.
5.2 SUBJECT TO CLAUSE 4.1 THE LICENSOR SHALL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS LICENSE OR ANY COLLATERAL CONTRACT FOR:
- (A) LOSS OF INCOME;
- (B) LOSS OF BUSINESS PROFITS OR CONTRACTS;
- (C) BUSINESS INTERRUPTION;
- (D) LOSS OF THE USE OF MONEY OR ANTICIPATED SAVINGS;
- (E) LOSS OF INFORMATION;
- (F) LOSS OF OPPORTUNITY, GOODWILL OR REPUTATION;
- (G) LOSS OF, DAMAGE TO OR CORRUPTION OF DATA;
- (H) ANY INTERRUPTION OF OR DAMAGE TO COMPUTER SYSTEMS OR COMPUTER EQUIPMENT, OR
- (I) ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE.
5.3 SUBJECT TO CLAUSE 5.1 AND CLAUSE 5.2 ABOVE, THE LICENSOR'S MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS LICENSE, OR ANY COLLATERAL CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL BE LIMITED TO DKK 1000.
5.4 Subject to clause 5.1, clause 5.2 and clause 5.3 above, the Licensor's liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in Denmark and only damages and costs imposed on the Licensee by a court of competent jurisdiction or any settlement sum which is approved in writing by Licensor as a result of a claim by a third party that the use by the Licensee of the Licensed Software in accordance with the terms of this License Agreement infringes the intellectual property rights of that third party, provided that such indemnity shall only apply if and to the extent that:
- (a) Licensor has full conduct of such proceedings, and
- (b) the Licensee shall make no admission as to the liability and shall not agree to any settlement or compromise of any action without the prior written consent of Licensor, and
- (c) the Licensee shall give all reasonable assistance in respect of any such proceedings, and
- (d) the Licensee has not been provided with a work around solution or an alternative license obtained by Licensor from such third party.
5.5 This License sets out the full extent of the Licensor's obligations and liabilities in respect of the supply of the Software and Documentation. The Software is licensed “as is” and there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this License.
To the extent permitted by law LICENSOR DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether Licensor knows or had reason to know of Licensee particular needs. No employee, agent, or distributor of Licensor is authorized to modify this warranty, nor to make any additional warranties.
6.1 The Licensor may terminate this License without cause with three months’ notice. The Licensor may terminate this License immediately by written notice to you if you commit a material or persistent breach of this License which you fail to remedy (if remediable) within 14 days after receipt of written notice requiring you to do so.
6.2 Immediately, upon effective termination:
- (a) all rights granted to you under this License shall cease;
- (b) you must cease all activities authorized by this License;
- (c) you must immediately pay to the Licensor any sums due to the Licensor under this License; and
- (d) you must immediately delete or remove the Software and Documentation from all computer equipment in your possession and immediately destroy or return to the Licensor (at the Licensor's option) all copies of the Software and Documentation in your possession, custody or control and, in the case of destruction, certify in writing to the Licensor that you have done so.
7. Transfer of rights and obligations
7.1 This License is binding on you and us and on our respective successors and assigns.
7.2 You may not transfer, assign, charge or otherwise dispose of this License, or any of your rights or obligations arising under it, without the prior written consent of the Licensor.
7.3 The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this License, or any of its rights or obligations arising under it, at any time during the term of the License.
8.1 All notices given by you to the Licensor must be given to GN Audio A/S at Lautrupbjerg 7, DK-2750 Ballerup, Denmark.
8.2 The Licensor may give notice to you at either the e-mail or postal address you provided to it or its representative when purchasing the Software.
8.3 Notice will be deemed received and properly served immediately after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
9. Event outside the Licensor’s control
9.1 The Licensor will not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this License that is caused by an event outside his reasonable control (Force Majeure Event).
9.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Licensor’s reasonable control and includes in particular (without limitation) the following:
- (a) strikes, lock-outs or other industrial action even if the strike, lock-out or industrial action is due to actions on part of Licensor;
- (b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
- (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
- (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
- (e) impossibility of the use of public or private telecommunications networks;
- (f) the acts, decrees, legislation, regulations or restrictions of any government.
9.3 The Licensor's performance under this License is deemed to be suspended for as long as the Force Majeure Event continues. The Licensor shall use its reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which its obligations under this License may be performed despite the Force Majeure Event.
10.1 If the Licensor fails, at any time during the term of this License, to insist on strict performance of any of your obligations under this License, or if the Licensor fails to exercise any of the rights or remedies to which Licensor is entitled under this License, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
10.2 A waiver by the Licensor of any default shall not constitute a waiver of any subsequent default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
10.3 No waiver by the Licensor of any of these terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of the terms of this License are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will be construed, limited or, if necessary, severed only to the extent necessary to eliminate such invalidity, unlawfulness or unenforceability and to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
12. Entire agreement
12.1 This License and any document expressly referred to in it represents the entire agreement between Licensor and Licensee in relation to the licensing of the Software and Documentation and supersedes any prior agreement, understanding or arrangement between Licensor and Licensee, whether oral or in writing, relating thereto.
12.2 Either party acknowledge that, in entering into this License, neither of us has relied on any representation, undertaking or promise given by the other or implied from anything said or written in negotiations between the parties before entering into this License except as expressly stated in this License.
12.3 Neither of the parties shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date the parties entered into this License (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in this License.
13.1 You undertake to keep secret and not to disclose any confidential information that you have receive about Licensor under this License to any third party, including any of your employees who do not need to have knowledge of such information in the course of their employment, and to use and safeguard such information with the same degree of care that you use to protect your own similar information, and in any event no less than a reasonable degree of care.
13.2 The provisions of this section 13 shall survive any termination of this License.
14. Personal data
15. Law and jurisdiction
This License shall be governed by and construed in accordance with Danish law without reference to its choice of law rules and each party hereby submits to the exclusive jurisdiction of the Danish courts.