Software License Click-through Agreement
This Click-Through EVALUATION AND DEMONSTRATION AGREEMENT (“Agreement”), contains the terms and conditions upon which Futarque A/S, a corporation organized under the laws of Denmark, having its principal place of business at Aagade 15B, 9000 Aalborg, Denmark, (“LICENSOR”), grants to you, “LICENSEE”, a limited license for evaluation and demonstration on the Intel® CE5300 Platform (“LICENSED PLATFORM”). Please carefully read this Agreement in its entirety.By clicking “I AGREE”, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.
IF YOU ARE ENTERING INTO THIS AGREEMENT WITHIN THE SCOPE OF YOUR EMPLOYMENT OR IN CONNECTION WITH YOUR ENGAGEMENT AS AN INDEPENDENT CONTRACTOR, THEN THE TERM “LICENSEE” INCLUDES YOUR EMPLOYER OR PRINCIPAL CONTRACTOR, AS APPLICABLE, AND YOU WARRANT AND REPRESENT TO LICENSOR THAT YOU ARE AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH EMPLOYER’S OR PRINCIPAL CONTRACTOR’S BEHALF.
INTENDING TO BE LEGALLY BOUND, and in consideration of the mutual promises set forth in this Agreement, LICENSOR and the LICENSEE agree as follows:
- LICENSE. LICENSOR grants to LICENSEE a non-transferable, limited use license to use and evaluate the LICENSED PLATFORM. Nothing herein gives LICENSEE the right to distribute or use, or to authorize any other entity to distribute or use, the LICENSED PLATFORM. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, NOTHING HEREIN GRANTS LICENSEE THE RIGHT TO DISTRIBUTE THE LICENSED PLATFORM OR ANY PRODUCT USING THE LICENSED PLATFORM WITHOUT FIRST EXECUTING A DISTRIBUTION OR PRODUCTION AGREEMENT WITH THE LICENSOR AND ITS THIRD PARTY LICENSORS.
- TRADEMARKS AND TRADENAMES. LICENSEE shall not remove, alter, or obscure any trademark, logos, copyrights, or similar identifying marks of the LICENSOR or any third party licensors of LICENSOR or the distribution of this Agreement, unless permission has been expressly granted. LICENSEE recognizes LICENSOR’s (and/or third parties associated therewith) ownership and title to the trade names “futarque,” “futarque SDK,” “MediaRite,” and “Hillcrest Laboratories”, all other trademarks and trade names of LICENSOR and its affiliates and the goodwill attached thereto. LICENSEE and LICENSEE’s personnel shall not at any time use LICENSOR’s name or any associated third party’s name, trademarks, or trade names without the prior written consent of LICENSOR, including, without limitation, using such names, trademarks, or trade names in any advertising, publicity, or press releases of any kind.
- CONFIDENTIALITY. (a) LICENSOR represents and LICENSEE acknowledges that the LICENSED PLATFORM obtained under this Agreement contains proprietary and confidential information of LICENSOR and various third-party Licensors of LICENSOR and constitutes trade secrets of such parties (collectively referred to as “Confidential Information”) and are protected by copyright, patent, and/or trade secret laws. LICENSEE acknowledges the proprietary rights herein and LICENSEE agrees to keep confidential and not to decompile, reverse engineer, or otherwise attempt to determine the operation of the any software present on the LICENSED PLATFORM. (b) LICENSEE shall have no rights to copy, reproduce, sublicense, distribute, transmit, manufacture or send to production any products on the LICENSED PLATFORM unless obtaining prior written authorization and executing the appropriate distribution or production agreement. LICENSEE shall devote its best efforts, consistent with the practices and procedures under which it protects its own proprietary information, but in no event less than a reasonable degree of care, to protect the proprietary nature of the LICENSED PLATFORMS against any and all unauthorized or unlawful use or copying.
- TERMINATION. LICENSOR shall have the right to terminate this Agreement at any time, with or without cause, immediately upon giving notice to LICENSEE. This Agreement shall terminate immediately upon LICENSEE’s use, distribution or production of products on the LICENSED PLATFORM in violation of this Agreement.
- NO WARRANTIES. LICENSOR DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED PLATFORMS AND ANY OTHER DATA, INFORMATION, OR OTHER MATERIAL FURNISHED TO LICENSEE HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE CONDITION THEROF, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS THEREIN, AND/OR WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST LICENSEE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- GENERAL CONTRACT PROVISIONS. (a) Any notice required under this Agreement shall be in writing and shall be sufficiently given if delivered personally, or if transmitted by facsimile, electronic mail, or mailed by prepaid registered post addressed to LICENSOR at the respective address set forth at the beginning of this Agreement. (b) Neither this Agreement nor the license granted hereunder, are transferable by the LICENSEE and any attempt by the LICENSEE to assign or transfer any of the rights, duties or obligations hereunder is void. (c) Neither party will have the authority to act for and/or bind the other in any way, or to represent that either is responsible for the acts of the other. Nothing herein will be construed as forming a partnership or agency between the parties. (d) LICENSEE hereby represents and warrants that the LICENSED PLATFORMS are not intended for shipment or distribution as a Product, and will not be shipped or distributed, either directly or indirectly, to any customer by LICENSEE. (e) This Agreement shall be governed by and construed in accordance with Danish National law and the parties shall submit to the exclusive jurisdiction of the courts of Denmark. (f) If any part of this Agreement is unenforceable because of any rule of law or public policy, such unenforceable provision shall be severed from this Agreement, and this severance shall not affect the remainder of this Agreement. (g) This Agreement is binding upon the parties and inures to the benefits of LICENSOR and its successors, assigns and third party licensors.
Terms for Trade and Delivery
- Ordering goods
Ordering goods via the Internet. The ordering is made via the order confirmation that follows when the shopping basket is left. This has to be completed with all relevant information. After your acceptance of the terms of delivery and the rectification of the goods, we will automatically send you a confirmation of your order by e-mail. Your order is automatically confirmed on our part with this process and your receipt. All agreements/contracts that are entered into will be in Danish.
- Payment of orders
As our customer you have the following options for payment: payment by credit card, PayPal or bank transfer. If special terms of payment are required, such as payment on delivery, please contact Futarque A/S.
All prices at futarque.com are stated ex. VAT. Futarque has various prices for shipment depending on the size and the place of the delivery. All prices are ex. freight and fees, if any.
- Right of complaints
As a business customer you have no rights of complaints for products purchased from Futarque A/S.
- Exceptions for the purchase of new products:
A two-year right of complaints will be offered for new products unless the presentation of the goods has a different specification. If the complaint is accepted within the complaints period, it will be repaired free of charge at our or the producers workshop, unless the defect is due to operational errors, modifications or gross negligence by the user.
- Right of return
As a business customer you have no rights of a cooling-off period for products purchased from Futarque A/S.
NOTE: We make reservations for errors of synchronisation and misprints that might have occurred between our financial system and the Internet shop.
Tlf.: +45 96314130
CVR nr.: 25832841