License Agreement for Apps On-Premises
(c) MDC Nordic ApS updated April 2019
Please carefully read this license agreement before accessing and using the App defined in section 1.1 below. By installing, accessing and/or using the App, you acknowledge that you understand and accept the terms as set out in this license agreement.
1. Product description
1.1 – The product is an application solution that [DESCRIPTION AND/OR NAME OF APP] (hereinafter “App”)
2.1 – This license agreement (hereinafter “Agreement”) is an agreement between MDC Nordic ApS (hereinafter “Supplier”) and the user (hereinafter “User”) whereby the Supplier, according to the terms and conditions set forth herein, grants the User a limited right to use the App.
2.2 – This Agreement only covers the App in the unmodified standard versions provided by the Supplier and does not cover any additional apps or third party software (i.e. Microsoft products) not provided by the Supplier. Any third party software delivered in connection with or embedded in the App is subject to clause 7.
3. Grant of License
3.1 – The App is protected by copyright laws and international copyright treaties and other laws regarding trade secrets and other intellectual property rights. The Supplier retains all copyrights and other intellectual property rights to the App and all copies, parts and translations hereof. The User is not entitled to change or remove any marks and notices concerning copyright, trademarks or other rights on or within the App (including any copies hereof).
3.2 – The User is granted a limited, non-exclusive and non-transferable right to use the App under the terms and conditions in this Agreement for the User’s personal use or in the User’s profession or business. The App may only be used and accessed by the User’s employees and other authorized personnel and outside consultants working for the User, and the User is liable for their compliance with the terms and conditions of this Agreement.
3.3 – The User may only make copies of the App for backup purposes and only to the extent absolutely necessary. The User may not sell, rent, license or grant sub-licenses, leases or other rights to the App or use of the App or otherwise allow the App to be used by any other party.
3.4 – The App is a standard product and it is solely the User’s responsibility that the App meets the specific requirements and needs of the User.
4.1 – The Supplier will in its sole discretion make available updates to the App that are deemed relevant and/or necessary by the Supplier. If the App forms an integrated part of Software as a Service setup, the Supplier will implement such updates.
5. Other Restrictions and Limitations
5.1 – The User is not entitled to reverse-engineer, disassemble or decompile the App or in any other way attempt to investigate and discover the source code or the structural framework of the App, except and only to the extent as explicitly provided for in applicable law.
5.2 – This Agreement is personal to the User and the User is not entitled to transfer, assign or otherwise convey, novate or encumber this Agreement or the App in whole or in part, by operation of law, merger or otherwise, to any other party, including any parent, subsidiary or affiliated company.
6. Term and Termination
6.1 – This Agreement come into force when the User install and/or start using the App.
6.2 – In the event of the User’s material breach of this Agreement, the Supplier is entitled to terminate this Agreement with immediate effect.
6.3 – This Agreement ends when terminated by a Party or when the overall license/service/delivery agreement of the App comes to an end.
6.4 – When this Agreement terminate – for whatever reason – the User is obligated to cease the use of the App and if the User is in possession of copies of the App, the User is obligated to delete and/or destroy such copies.
7. Third Party Software
7.1 – Any third party software provided by the Supplier with or embedded in the App is subject to such third party software producer’s license terms.
7.2 – The right to use such third party software will terminate when this Agreement terminates for whatever cause.
8. Virus, spyware, malware, etc.
8.1 – The Supplier guarantees that the Supplier continuously protects his IT-network and general IT environment with updated, market leading safety and antivirus software and adheres to best practice for IT safety in the IT industry.
9.1 – The Supplier is entitled to terminate the Agreement wholly or in part if the User is in material breach of his obligations in relation hereto.
10. Limitations of Liability
10.1 – Unless otherwise agreed, the parties are liable in accordance with applicable law. The parties are aware that deviations from general law may be made especially in – but not limited to – section 10.2 and 10.3. The parties are both professionals and have accepted these terms as part of their professional business.
10.2 – The Supplier’s liability is in all events limited to the least one of the following amounts:
- The total payment for the last 12 months according to the particular delivery, or
- EUR [50.000,-]
10.3 – The Supplier is not in any way liable for lost business, time loss, loss of profit, loss of data, indirect loss or consequential damages.
10.4 – The Supplier is only liable for product liability (Danish: “produktansvar”) in accordance with applicable law to the extent that such liability cannot be waivered. Liability in accordance with this clause cannot exceed DKK 5.000.000,-
11.1 – The Supplier is entitled to assign his rights and obligations under this Agreement to a third party.
12. Force Majeure
12.1 – Neither party shall under these terms be liable to the other party, if such liability is due to circumstances beyond the reasonable control of the part. Either party may terminate an order for delivery, if such delivery is delayed for more than 30 days due to such circumstances.
13. Law and venue
13.1 – This Agreement is subject to Danish law.
13.2 – Any dispute that may arise out of or in connection with this Agreement shall be settled at the Supplier’s venue, at the District Court of Copenhagen in first instance.