Notwithstanding anything in this license to the contrary, it is understood that the Customer is receiving no title or ownership rights to the Software, which rights shall remain with IntraVision and/or its licensors. All copyright, trade marks, patents or other intellectual property rights in the Software and associated documentation and other intellectual property rights arising out of the Customer’s use of the Software shall always remain with IntraVision and/or its licensors.
The Customer agrees that, notwithstanding its rights to use the Software in accordance with this license, the Software and associated documentation provided by IntraVision under this license or any renewals, extensions, or expansions thereof, or in implementation of any of the foregoing, shall be treated as the exclusive property of IntraVision and as proprietary and a trade secret of IntraVision.
Except to the extent permitted herein or to the extent such restrictions cannot be imposed under applicable laws and regulations, Customer shall not without the prior written consent of IntraVision:
- assign, give or transfer (including without limitation the giving of security interests of any kind in) the Software to another individual or entity;
- modify the Software;
- transfer or copy the Software except for temporary transfer in the event of computer malfunctions and a single backup or archival copy;
- remove or modify any trademark, trade name, copyright notice or other proprietary notice from the Software, and the Customer shall be responsible for the conservation of the same in and on any back-up copy of the Software;
- disclose or make the Software available to any other party or permit others to use it except the Customer’s employees and agents who use it on Customer’s behalf and who have agreed to these license terms;
- translate, reverse engineer, decompile, “unlock”, decode or disassemble the Software;
- release benchmarks or other comparisons of the Software;
- rent, lease, timeshare, provide subscription services or sublicense the Software
The Customer shall comply with all relevant export control regulations and restrictions of Denmark, EU, the United States of America and elsewhere (“Export Laws”) to assure that the Software shall not be exported/reexported, directly or indirectly, in violation of such laws. The Software may contain authorisation keys and license control utilities, which may not be modified or made inoperable by the Customer.
The Customer shall maintain adequate records of the installation and site of the Software matching the use of Software and license grants and make such records available to IntraVision at IntraVision’s request and, upon request, permit access to the site of the Software to verify usage.
In this case, a notice must be addressed by registered letter to the Customer at least twenty (20) business days before the beginning of the verification. This notice must contain the following information: name of the audit structure, scope of the audit (Contract reference, list of Software Product(s), geographic scope, etc.) (the “Audit Scope”), the methodology proposed to check the compliance (the “Procedure”) and its estimated length (the “Period”). The representatives of the Parties shall meet within twenty (20) business days of the notice to review the Audit Scope, the Procedure and the Period in order to find a mutually agreement on these elements. The auditors must agree to be bound by a confidentiality agreement. Any non-public information regarding Customer obtained through such audit shall be considered confidential Information of Customer. Supplier, and any third-party auditor, shall not have physical access to Customer’s computing devices in connection with any such audit, without Customer’s prior written consent. Customer will reasonably cooperate with the Supplier in such an exercise and provide Supplier with reasonable access to its facility and systems to enable Supplier's audit. Supplier shall not disrupt Customer's normal business activities and shall perform the audit in a professional manner.
The Customer shall indemnify and hold harmless IntraVision from and against any claims made by a third party with respect to the Customer’s violation of Customers license obligations granted by other vendors. These obligations of the Customer shall survive the termination of the software license for any reason.
If for any reason a situation arises, which requires that personnel from IntraVision accesses information covered by the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data as transposed into Danish law with, among others, the Act on Processing of Personal Data (act no. 429 of 31 May 2000), then this access shall be governed by the “Data Processor Agreement” covering OnTime and potential OnTime Customers. Support and Service can only be provided after the Customer’s accept of the (“Data Processor Agreement”).
LIMITATION OF LIABILITY
The Software is provided “as is” and the license to the Software is granted without any warranty or guarantee whatsoever. The Customer shall discharge IntraVision of any claim raised by any third party, arising out of the Customer’s failure to comply with the terms of the use of the Software and/or current applicable legislation.
To the extent permitted by applicable law, neither IntraVision nor its suppliers shall in no event be liable for any special, incidental, direct, indirect, or consequential damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information, or any other loss) arising out of the use of or inability to use the Software, even if IntraVision has been advised of the possibility of such damages.
APPLICABLE LAW AND VENUE
The use of the Software and this set of rules shall be subject to Danish law, except for its rules on choice of law. Disputes regarding the Software shall be brought before the Danish Maritime and Commercial Court of Copenhagen as exclusive venue, except for interlocutory measures, which may be sought before any court.