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Read carefully the License Agreement and Accept or Reject it at the bottom of the
of the page.
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1. DEFINITIONS
The following terms whenever used in this Agreement shall have the meaning herein
assigned to them unless their use in the context is inconsistent with such meaning:
"Affiliate" means in relation to You any company, partnership or other entity that
directly or indirectly controls, is controlled by or is under common control with
You as a subsidiary or holding company. "Control" means the ownership of at least
fifty (50) per cent of the issued capital or the legal power to direct or cause the
direction of the general management and policies of the entity in question.
"Distributor" means the authorized distributor of Multilizer Solution from whom You
have acquired Multilizer Solution.
"Effective Date" is defined in Section 8 below.
"Key(s)" means cryptographic software key/keys required for the installation and
use of Multilizer Solution. Key(s) are and shall remain the property of Multilizer.
"License" means license to use Multilizer Solution under the terms and conditions
of this Agreement.
"Licensee's Software" means software and/or content for which You are the copyright
holder.
"License Fees" means license fees referred to in Section 6 below.
"Maintenance Agreement" means a separate agreement on maintenance of Multilizer
Solution concluded between Multilizer and You.
"Multilizer" means Rex Partners Oy, Kimmeltie 3, FIN-02110 Espoo, Finland.
"Multilizer Solution" means the product(s) consisting of software components in
binary or source form ("Components"), software in binary form ("Software"), if any,
as well as documentation in electronic format ("Documentation"), if any, for which
You have received the respective Key(s). Basic features of Software are specified
in appendix "Multilizer Solution" attached hereto.
"the Party / Parties" means Multilizer and/or You.
"Third Party Software" means the computer software programs, dictionaries and/or
other material delivered to You by Distributor simultaneously with Multilizer
Solution, if any, as specified in appendix "Multilizer Solution" attached hereto.
Third Party Software shall be licensed to You under separate license agreements
concluded between You and third parties.
2. GRANT OF LICENSE
On the provisions and conditions set forth in this Agreement Multilizer hereby
grants You a non-exclusive, non-transferable, non-sublicensable, revocable license
(i) to use Multilizer Solution for localizing Licensee's Software by the number of
natural persons for which You have paid the respective License Fees;
(ii) to modify components for Licensee's own purpose;
(iii) to distribute an unlimited amount of Licensee's Software localized with
Multilizer Solution; and
(iv) to make two (2) non-active copies of the media containing Software solely for
backup purposes.
You shall have no right to use Multilizer Solution or any part of it for any
purpose other than specified above. The prohibited uses include but are not limited
to:
(i) any licensing, selling, leasing or loaning of Multilizer Solution, in whatever
technical form, in whole or in part;
(ii) any modifying, translating, reverse engineering, de-compiling, disassembling,
converting to another programming language or otherwise attempting to reconstruct
or discover the source code of Software or any part of it for any purpose;
(iii) any use of Multilizer Solution for localizing software and/or content for
which You are not the copyright holder;
(iv) any use of Multilizer Solution in any manner or form for the purpose of
avoiding fulfilment of the obligations under this Agreement;
(v) any use of Documentation to any other purpose than for supporting Your use of
Multilizer Solution;
(vi) removal of any copyright and/or trademark notices and any other proprietary
rights legends from Multilizer Solution.
You shall not pass any representation or warranty from Multilizer to any third
party. The grant of License shall not be deemed to result in the sale, transfer or
any other conveyance of Multilizer's and/or third parties' trademarks or any other
intellectual property rights of whatsoever nature held or used by Multilizer to
You. Multilizer will retain all rights in and to Multilizer's trademarks,
Multilizer Solution as well as to the results of any work performed by Multilizer
under this Agreement or the Maintenance Agreement.
4. MAINTENANCE
Multilizer shall have no obligation to provide support or maintenance for
Multilizer Solution under this Agreement. Rights and obligations of the Parties as
regards to the maintenance of Multilizer Solution are specified in the Maintenance
Agreement.
5. MODIFICATIONS
You may, at your option, propose Multilizer and/or Distributor improvements or
other modifications to Multilizer Solution. By choosing to disclose such a proposal
to Multilizer and/or Distributor, You grant Multilizer a free, perpetual, non-
exclusive, irrevocable, world-wide right and license to use and/or utilize such
proposal in the development work of Multilizer's products as well as for any other
purpose. Further You hereby grant Multilizer a free, perpetual, non-exclusive,
irrevocable, world-wide right and license to use, copy, modify, distribute and
license any bug fix or patch relating to Software, Documentation or Multilizer
Solution received by Multilizer and/or Distributor in any form or technical format.
6. LICENSE FEES
The amounts of License Fees payable by You to Multilizer and/or Distributor for
License are explained in Multilizer's and/or Distributor's price list for
Multilizer Solution. All sums payable under this Agreement shall be paid net, free
and clear of all taxes, deductions and withholdings excluding, however, taxes based
on the gross revenues or net income of Distributor.
9. EFFECTS OF TERMINATION
In the event of termination of this Agreement for whatever reason:
(i) You shall immediately cease to use Multilizer Solution and any part of it;
(ii) You shall immediately remove all copies of Key(s) from any and all computers
and storage devices and destroy Key(s); and
(iii) You shall within fourteen (14) days of the date of termination of this
Agreement at Multilizer's option either (a) deliver Multilizer Solution to
Multilizer at Your cost, or (b) destroy Multilizer Solution and deliver to
Multilizer a certificate of comprehensive destruction signed by Your authorized
officer.
In case this Agreement is terminated by Multilizer due to Your material breach of
any of the terms and conditions of this Agreement You shall immediately discontinue
selling, licensing and/or distributing Licensee's Software localized with
Multilizer Solution.
Any termination of this Agreement shall be without prejudice to the accrued rights
of the Parties under this Agreement. The Sections 1, 5, 6, 7, 9, 10 and 12 shall
survive the termination of this Agreement.
10. CONFIDENTIALITY
Multilizer Solution and Key(s) are confidential and proprietary information of
Multilizer. You agree to maintain Multilizer Solution and Key(s) in confidence and
use the same degree of care, but in no event less than reasonable care, to avoid
disclosure of Multilizer Solution and Key(s) as You follow with Your own
confidential and proprietary information of similar type and importance.
14. MISCELLANEOUS
Multilizer may use the customer information for its own marketing campaigns.
Multilizer will not rent or sell customer information to third parties outside
Multilizer. remains rights to change this EULA without notice.