Opinio Software End User License Agreement
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD NOT DOWNLOAD OR INSTALL THE SOFTWARE ONTO YOUR COMPUTER. LOADING OF THE SOFTWARE ONTO A COMPUTER INDICATES YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS.
This End-User License Agreement ("Agreement") is a legal contract between you - "you" means either (a) an individual user or (b) a business organization ("You") and ObjectPlanet AS, a Norwegian corporation ("Licensor"). If you are a business organization, use of the Software under this Agreement does not extend automatically to any subsidiary or affiliate of yours unless Licensor has agreed to that in writing. Subsidiaries/affiliates must obtain their own licenses for the Software separately.
A. SOFTWARE DESCRIPTION:
Software License. Licensor hereby grants to you a nonexclusive, nontransferable license to use the Opinio software and related documentation (the "Software") for your own internal purposes. You are acquiring a Perennial License for the current version of the Software. You may copy the Software for backup/archival purposes, provided that you include all copyright and similar rights notices. Licensor (or its licensor) retains all right, title, and interest in the Software (and in all copies).
THE SUBSECTIONS BELOW APPLY ONLY TO THOSE Opinio PRODUCTS FOR WHICH YOU HAVE ACQUIRED A LICENSE.
1. Opinio Lite Edition. This license is acquired when downloading the software and accepting this agreement. The Opinio Lite Edition license allows a single user to produce an unlimited number of surveys and run unlimited quantities of the Summary report and Comment Listing. The Opinio Lite Personal Edition software may be installed and used on a single processor within your company.
2. Opinio Corporate Edition. This license permits the use of the functions available for the Corporate version of the software. It permits the creation of an unlimited number of surveys and processing of an unlimited number of reports associated with those surveys on a single named server identified by a distinct identification ("HostID") by 3 to 25 survey authors, depending on the number of seats acquired.
3. Opinio Enterprise Edition. This license permits the use of the functions available for the Enterprise version of the software. It permits the creation of an unlimited number of surveys and processing of an unlimited number of reports associated with those surveys on a single named server identified by a distinct identification ("HostID") by five (5) to an unlimited number of survey authors, depending on the number of seats acquired. The Opinio Enterprise license includes an additional 1-user license for a test installation at your request.
4. Opinio Enterprise Cluster License. This license permits you to spread one Opinio installation across multiple servers for scalability and load balancing while still appearing as one server/application instance. You can acquire license keys for each additional server in the cluster at the same survey author count as the initial server.
5. Opinio Plugin Modules. When acquiring an Opinio Plugin Module, this can be used on one validly licensed Opinio installation. In a clustered installation, one plugin license is needed per server. Plugins, modules, or scripts not part of the core Opinio distribution needs to be licensed separately.
B. PERENNIAL LICENSE:
You are acquiring a license for the Software with an unlimited term as described below (the "Perennial License").
1. Perennial License. Under the Perennial License, Licensor grants you the right to use the acquired version of the Software on a perpetual basis, subject to termination only as set forth in Section C.5 below.
2. Maintenance. Included with the Perennial License is one year of Technical Support and Software Updates from the Licensor. Upon your payment of the Technical Support/Update Fee outlined on the maintenance quote or invoice, Licensor will provide Technical Support/Update Services (Maintenance) for each Perennial License for a period of twelve (12) months for the period specified on the maintenance invoice. All acquired licenses need to be maintained at one time. You may renew Technical Support/Update services for a Perennial License at your own option. If you decide not to keep your license under active maintenance, and at a later time need support or software updates, you need to acquire a new license equal to the earlier acquired license.
3. Host ID. The designated HostID may be changed only once during the Support Period without additional cost to you. An administrative fee will be due for extra HostID changes.
C. GENERAL TERMS:
THE FOLLOWING PROVISIONS APPLY TO ALL SOFTWARE LICENSES:
1. License Restrictions. You may not (a) use the software on behalf of a third party in any consulting (paid or unpaid) arrangement, (b) make the Software available for use by others in any service bureau, or similar arrangement; (c) distribute, sublicense, transfer, or lend the Software to any third party; (d) modify, disassemble, or reverse engineer (except in European Union countries, to the extent allowed by law) the Software; or (e) remove any ObjectPlanet trademark and copyright notices. Unauthorized copying and modification of the Software is not permitted.
2. Support/Update Services. Upon payment of the Maintenance Fee for a Perennial License, you are entitled to receive the following support services for a designated support contact: (a) remote inquiry (e-mail) technical support for installation purposes and if there are technical difficulties with the use of the software, and (b) any new release of the Software which Licensor makes generally available to its licensees during the Support Period.
3. Limited Warranty and Disclaimer of Warranty. Licensor warrants that it has the right and authority to grant the rights described in this Agreement. Licensor further warrants that the Software, as provided, will substantially perform the functions described in the documentation when operated in the intended environment for a period of ninety (90) days from the date of delivery (the "Warranty Period").
THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Licensor does not warrant that the Software will (a) achieve specific results, (b) operate without interruption, or (c) be error free.
4. Limitation of Liability. If you report a problem in the Software within the Warranty Period, Licensor will, at its option, undertake to correct the problem, provide a reasonable workaround, or, if neither remedy is possible, refund the license fees paid.
NEITHER LICENSOR NOR ITS LICENSOR, IF ANY, SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGE TO SYSTEMS OR DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID.
5. Termination. Your license may be terminated if you fail to make payment or if you fail to comply with the terms of this Agreement within ten (10) days after receipt of written notice of such failure. In the event of termination, you must cease using the Software, destroy all copies of the Software (including copies in storage media) and certify such destruction to Licensor. This requirement applies to all copies in any form, partial or complete. Upon the effective date of any termination, you relinquish all rights granted under this Agreement.
6. Company Name. Licensor may include your company name in a list of Licensor customers.
7. Export Law Assurances. You will fully comply with all relevant export laws and regulations, including but not limited to the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that you are not a person, company, or destination restricted or prohibited by Export Controls ("Restricted Person"). You will not, directly or indirectly, export, re-export, divert, or transfer the Software, any portion thereof or any materials, items, or technology relating to Licensor's business or related technical data, or any direct product thereof to any Restricted Person.
8. General Terms. This agreement supersedes all prior representations and proposals and it is intended to be the complete agreement between us concerning your license for the Software. It may be modified only in writing by both parties. You may not assign or transfer this license. Failure to prosecute a party's rights will not constitute a waiver of any other breach. All fees are in US Dollars and are non-refundable. Fees are due within 30-days of the date of the invoice if nothing else is agreed upon in writing.
For Users Outside of the United States, Canada or Mexico: All fees are in Dollars and are non-refundable. Fees are due at the time of licensing purchase, and/or within 30-days of the date of the accepted purchase order, valid invoice or as otherwise agreed.
For Users in a U.S. Government Agency: The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein. Manufacturer is ObjectPlanet Inc, Øvre Slottsgate 5, 0157 Oslo, Norway.
This Agreement will be governed by the laws of Norway and you submit to the jurisdiction of the courts of Norway.
This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods.
If any provision of this Agreement is found to be invalid, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full effect. No person who is not a party to this Agreement shall be entitled to enforce any terms of the same under the Contracts (Rights of Third Parties) Act 1999. No term or condition contained in your purchase order will apply unless expressly accepted by Licensor in writing. This Agreement has been written in the English language. You waive any rights you may have under the law of your country or province to have this Agreement written in any other language.
Last revision 2009-11-12