General terms and conditions – software license Ceetron AS.
These terms and conditions are accepted by installing the software.
These general terms and conditions shall apply to the delivery of software from Ceetron AS to Licensee. Software shall mean development software with included documentation, and web-based services built with such software.
1. License grants
Ceetron grants the licensee a non-exclusive, non-transferable right to use the Software as set out below. To the extent the license is allocated to one or several named persons in the licensee’s organization, the license shall only be utilized by such named person(s).
The Software shall only be used for the development of software applications. Licensee may create derivative works where all or parts of the Software is integrated. In such cases, the derivative works must add significant functionality beyond what is contained in the Software.
Licensee shall not distribute the Software and/or any derivative works to any third party, nor, in case of web-based services, give access to such services to any third party. The Software and derivative works shall only be used “in-house” in the legal entity that has purchased the Software unless agreed otherwise in writing.
2. Fees and payment
Licensee agrees to pay annual or monthly license fees for the Software in accordance with the current price matrix, including terms of payment. Fees are exclusive of any VAT and other taxes that may apply. If payment by invoice, payment terms is net 30 calendar days.
3. Quality of software
Ceetron is obliged to deliver Software by Web download in accordance with the purchased products and quantities. The licensee is aware that in accordance with standard industry practice, the Software cannot be guaranteed to be completely free of faults. Descriptions of the Software do not constitute any warranty regarding the suitability of the Software.
Ceetron shall make reasonable efforts to rectify faults in the software. Upgrades are made available by Web download at Ceetron’s discretion.
If an OEM Software License Agreement (“OEM Agreement”) is entered into between the parties for licensee’s distribution of derived software integrating the Software as set out in clause 1 above, the foregoing paragraph shall be replaced with the maintenance and support obligations set out in the OEM Agreement clause 6 from the point in time that the OEM Agreement is signed by both parties and last for the term of the OEM Agreement. For the avoidance of doubt, this shall not affect the fees payable according to these Developer terms and conditions.
Ceetron shall be liable for breach of contract only in cases of intent or gross negligence. Ceetron is not liable for indirect or unforeseeable damages or losses. Indirect losses include, but are not limited to, loss of revenues, loss of use, loss of production, capital expenses or costs relating to production. Liability shall under all circumstances be limited to the purchase price of the Software.
Should third parties raise claims for damages, compensation or otherwise – regardless of the reasons therefore – against Ceetron in conjunction with the use of the Software by the licensee (or by third parties who have received the Software or derivative works from the licensee), the licensee shall hold Ceetron free and harmless from any such claim.
5. Copyright etc.
Licensee shall not remove any copyright notice or other proprietary rights notice placed in or on machine language or human readable form in or in relation to the Software.
6. Term and termination
The Software license is subscribed on an annual or monthly basis. The license to use the Software as set out in clause 1 only applies for the duration of an applicable subscription term. The license is renewed only by ordering a license renewal. Licensee is not under any circumstance entitled to terminate the contract within any then current license period.
Following termination of the license, licensee shall cease using the Software and delete all installed copies. Licensee shall not be entitled to use the Software to create upgrades or bug fixes of the derivative works. However, licensee is entitled to continued distribution of derivative works.
Following termination, Ceetron is free of all liability with regards to the quality and applicability of the software and shall be fully indemnified from any claims or damages due to the use of the Software.
Ceetron shall provide support to licensee through a designated email channel. Ceetron’s support office is staffed during normal office hours in Norway, that is, from 08:00 to 16:00 (GMT+1), Monday–Friday. Ceetron shall make reasonable efforts to provide a first response to requests within four hours during normal working hours.
8. Third-party software
Some of Ceetron’s software products include third-party software. Ceetron warrants that licensee shall not be liable for license fees for such third-party software.
9. Export restrictions
Ceetron software, online services, professional services and related technology may be subject to export restrictions. Licensee is responsible for complying with applicable international and national laws.
10. Order of precedence
In cases where specific terms have been agreed between Ceetron and licensee, these terms shall have precedence over terms in this document.
11. Governing law and venue
The present terms and conditions shall be governed and interpreted in accordance with Norwegian Law. Any disagreements which cannot be resolved amicably within a reasonable period of time can be submitted by any party to Oslo City Court.