| 1.1 | Subject to the terms and conditions set forth in this EULA, we grant you the following rights: | |
| A) | If you have obtained a trial version of the Software: a non-exclusive and non-transferable right to install and use the Software on a single computer and for a period of thirty days; | |
| B) | If you have purchased the Software on a perpetual license basis: a perpetual, non-exclusive and non-transferable right to use the Software on a single computer; | |
| C) | If you have purchased the Software on a subscription license basis: a non-exclusive and non-transferable right to install the Software on multiple computers and use the Software on only one computer at a time for the period as specified in your purchase order and shall be automatically renewed for subsequent identical (or otherwise specified) periods, unless terminated by either Party upon an online cancellation before one day prior to the expiration of the then current term; | |
| D) | If you have purchased the Software on the basis of an education license, a non-exclusive and non-transferable right to install the Software on multiple computers and use the Software on the number of computers at a time as specified by the number of users and for the period in your purchase order and for educational purposes only. | |
| 1.2 | If the Software has been purchased and installed on a ‘computer locked’ basis, you may only use the Software on the computer on which you first installed the Software. You are prohibited from and not allowed to transfer or have transferred the Software from such computer to another computer. If the Software has been purchased and installed on a ‘USB dongle locked’ basis, you may only use the Software on a single computer to which said USB dongle is attached. |
| 1.3 | If you have purchased the Software on a ‘computer locked’ basis, you will bear the risk of loss, theft or damage to the computer and changes made to either the computer hardware or installed operating system, meaning that you can no longer use the Software. As a result you will need to purchase a new license for the Software. If you have purchased the Software on a ‘USB dongle locked’ basis, you will bear the risk of loss, theft or damage to the USB dongle, meaning that you can no longer use the Software. As a result you will need to purchase a new license for the Software. |
| 1.4 | Prices of renewed subscriptions are automatically updated to the actual prices at the moment of renewal. 15 days before automatic renewal of the subscription an email will be sent to the you, informing you about the renewal and the possibility of cancellation. |
| 1.5 | Where you are supplied with any updates, upgrades or new versions of the Software, the terms of this EULA shall apply to the use of such updates, upgrades or new versions unless new EULA terms accompany such updates, upgrades or new versions, in which case the new EULA terms will apply to all use of the updated, upgraded or new version of the Software. Nothing in this EULA shall require EasySIGN to supply you with updates, upgrades or new versions. |
| 1.6 | You may not (nor may you permit any third party to): | |
| (i) | permit a third party to use the Software either on such third party’s own account or on behalf of or for the benefit of any other third party; | |
| (ii) | modify or adapt the Software in any way and/or translate, reverse engineer, decompile, disassemble or create derivative works of the Software; | |
| (iii) | alter or remove our copyright, trademarks or any other proprietary or restrictive notices or legends contained or included in or to the Software, documentation and other materials provided with the Software; | |
| (iv) | modify, adapt, translate or create derivative works based on our written materials without our prior written approval. | |
| 1.7 | Upon reasonable notice, you shall grant us, or a third party appointed by us, such access to your premises and systems as may be necessary to verify that you are complying with the terms and conditions of this EULA. |
| 2.1 | The Software contains images which are owned by us. You are free to use, modify and publish these images, subject to the restrictions set forth in this clause. |
| 2.2 | You may incorporate any image(s) into your own original work and publish, display and distribute your work in any application; |
| 2.3 | You may not: | |
| (i) | rent, lease, resell, sub-license, lend or otherwise make the images available for use or distribution separately or detached from your own original work. | |
| (ii) | create scandalous, obscene, defamatory or immoral works or use our images for any other purpose which is prohibited by law; | |
| (iii) | use or permit the use of our images or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the images or any part thereof; and | |
| (iv) | use the images in electronic format, on-line or in multimedia applications unless the images are incorporated for viewing purposes only and no permission is given to download and/or save the images for any reason. | |
| 3.1 | We warrant that the media and other tangible products (flash drive, USB dongle and/or other media on which the Software is recorded) delivered by us are free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of delivery to the original purchaser, as evidenced by sufficient proof of purchase. |
| 3.2 | During the warranty period, we shall at our expense replace defective media and other tangible products returned to us (postage prepaid) together with sufficient proof of purchase. Such replacement shall be warranted for the remainder of the original warranty period or thirty (30) days, whichever is the longest. |
| 3.3 | EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED ABOVE, WE MAKE NO OTHER WARRANTY WHATSOEVER AND DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO OUR SOFTWARE (AND THE IMAGES INCLUDED THEREIN), HARDWARE AND SERVICES, INCLUDING WITHOUT LIMITATION TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, MERCHANTABILITY, CORRECTNESS, ACCURACY, RELIABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. |
| 3.4 | THE SOFTWARE ARE SUPPLIED TO YOU “AS IS” AND “AS AVAILABLE” WITH ANY AND ALL FAULTS AND DEFECTS AND WITHOUT ANY WARRANTIES BY EASYSIGN OR ITS LICENSORS OF ANY KIND. |
| 3.5 | IT IS YOUR RESPONSIBILITY TO ENSURE THE SOFTWARE PERFORM THE PURPOSE FOR WHICH THEY ARE REQUIRED AND WILL FUNCTION PROPERLY IN THE ENVIRONMENT IN WHICH THEY ARE TO BE USED. THEIR USE IS AT YOUR SOLE RISK AND YOU ARE RESPONSIBLE FOR ANY COST OF REPAIR, CORRECTIONS OR SERVICING. YOU ACKNOWLEDGE INSTALLATION OF THE SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE OR THIRD PARTY SERVICES. |
| 3.6 | WITHOUT LIMITATION, PLEASE NOTE THAT NO REPRESENTATION OR WARRANTY IS GIVEN BY US OR OUR LICENSORS THAT: | |
| A) | THE SOFTWARE WILL MEET YOUR REQUIREMENTS; OR | |
| B) | ANY INFORMATION OR DATA PROVIDED WITH THE SOFTWARE IS ACCURATE, ERROR FREE OR COMPREHENSIVE; OR | |
| C) | OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE; OR | |
| D) | ANY CONTENT AVAILABLE FOR DOWNLOADING FROM US IS FREE FROM VIRUSES OR ANY OTHER CONTAMINATION OR DESTRUCTIVE FEATURES; OR | |
| E) | YOU WILL ENJOY THE USE OF THE SOFTWARE FREE FROM INTERFERENCE; OR | |
| F) | THE SOFTWARE WILL CONTINUE TO BE MADE AVAILABLE OR MAINTAINED OR SUPPORTED OR THAT ANY DEFECTS WILL BE CORRECTED; OR | |
| G) | THE SOFTWARE WILL BE COMPATIBLE WITH ANY THIRD PARTY SOFTWARE, THIRD PARTY SERVICES, THIRD PARTY EXTERNAL SERVICES OR OUR EXTERNAL SERVICES; | |
| H) | THE SOFTWARE OR OUR EXTERNAL SERVICES OR THIRD PARTY EXTERNAL SERVICES WILL BE AVAILABLE OR ACCESSIBLE IN ANY LANGUAGE OR FROM ANY LOCATION OR ARE APPROPRIATE FOR USE IN ANY LOCATION. | |
| 3.7 | TO THE EXTENT POSSIBLE UNDER THE APPLICABLE LAW, ALL CONDITIONS, WARRANTIES OR OTHER TERMS WHICH MIGHT HAVE EFFECT BETWEEN THE PARTIES OR BE IMPLIED OR INCORPORATED INTO THIS LICENCE OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED, INCLUDING ANY IMPLIED CONDITIONS, WARRANTIES OR OTHER TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE OR THE USE OF REASONABLE SKILL AND CARE. |
| 3.8 | EASYSIGN AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT ANY SITE, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SOFTWARE. |
| 3.9 | EASYSIGN AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY LOSSES OR DAMAGES WHICH MAY BE SUFFERED BY YOU (OR ANY PERSON CLAIMING UNDER OR THROUGH YOU), WHETHER THE SAME ARE SUFFERED DIRECTLY OR INDIRECTLY OR ARE IMMEDIATE OR CONSEQUENTIAL, AND WHETHER THE SAME ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE HOWSOEVER, WHICH FALL WITHIN ANY OF THE FOLLOWING CATEGORIES: I) SPECIAL DAMAGE EVEN THOUGH EASYSIGN WAS AWARE OF THE CIRCUMSTANCES IN WHICH SUCH SPECIAL DAMAGE COULD ARISE; II) LOSS OF PROFITS; III) LOSS OF ANTICIPATED SAVINGS; IV) LOSS OF BUSINESS OPPORTUNITY; V) LOSS OF GOODWILL; OR VI) LOSS OR CORRUPTION OF DATA. |
| 3.10 | UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT, OR OTHERWISE, SHALL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, EVEN IF YOU HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. |
| 3.11 | IN THE EVENT THAT, NOTWITHSTANDING THE TERMS OF THIS LIMITED WARRANTY, WE ARE FOUND LIABLE, OUR ENTIRE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA SHALL NOT EXCEED THE LOWER OF (i) AN AMOUNT EQUAL TO THE PURCHASE PRICE OF THE PRODUCT THAT CAUSED THE DAMAGE OR (ii) EURO 5.000. |
| 3.12 | ANY WARRANTY MADE BY US HEREUNDER IS SUBJECT TO YOUR COMPLIANCE TO THE TERMS AND CONDITIONS OF THIS EULA. |
| 3.13 | YOU AGREE THAT, IN ENTERING INTO THIS EULA, EITHER YOU DID NOT RELY ON ANY REPRESENTATIONS (WHETHER WRITTEN OR ORAL) OF ANY KIND OR OF ANY PERSON OTHER THAN THOSE EXPRESSLY SET OUT IN THIS EULA OR (IF YOU DID RELY ON ANY REPRESENTATIONS, WHETHER WRITTEN OR ORAL, NOT EXPRESSLY SET OUT IN THIS EULA) THAT YOU SHALL HAVE NO REMEDY IN RESPECT OF SUCH REPRESENTATIONS AND (IN EITHER CASE) EASYSIGN SHALL HAVE NO LIABILITY OTHER THAN IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS EULA. |
| 4.1 | You acknowledge that the Software (including the images contained in the Software) is proprietary to us and that all title to the Software and images shall remain in us. Any and all intellectual property rights relating to the Software and images, including but not limited to, issued or registered patents, patent applications, trademarks, service marks, trade secrets, copyrights, database rights and know-how, are owned by us or our third party supplier(s). You shall not claim any ownership interests in and to any of our or our third party supplier’s intellectual property rights, nor shall you contest or assist in contesting our or our third party supplier’s rights, title and interest in and to such intellectual property. |
| 4.2 | If any claim is brought against you alleging that the use of the Software or a particular image infringes any intellectual property right of a third party, you shall notify us in writing of such claim within five working days after your receipt of the claim. We shall have the right, but not the obligation, to defend you at our expense against such claim or, at our option, settle the dispute. If we decide to defend you against such a claim, we shall indemnify you against any costs and liabilities arising from the defense or settlement of such claim or action. The foregoing states our entire liability and your only remedies in respect of infringement of the intellectual property rights of any third party. |
| 4.3 | We shall have no liability for any infringement of third parties’ intellectual property rights resulting from: (i) the use of the Software in combination with other software or items, unless we sold, made or expressly recommended or approved such use as a combination in writing; or (ii) modification of the Software after delivery, unless we made, expressly recommended or approved the modification in writing. |
| 5.1 | Upon availability, free support is available on the user forum and with the Tips and Tricks and YouTube videos. |
| 5.2 | If you have concluded a maintenance agreement with us, we shall provide improved versions of the Software to you when they become available. We shall no longer be required to provide maintenance or helpdesk support regarding an old version three months after an improved version becomes available. |
| 5.2 | If you have concluded the Software on a subscription license basis, we shall provide improved versions of the Software to you when they become available. We shall not be required to offer helpdesk support regarding an old version three months after an improved version becomes available. When you submit support via a ticket, we answer short questions up to 10 minutes for free, as a best effort limited online technical support during business hours on working days. If a support issue is a bug in the Software (or a desire for a feature not yet available in the EasySIGN Software), then support for that is free. We do not act differently between Starter, EasySIGN Pro and Premium. Problems with your antivirus software, unable to access your PC with TeamViewer are not eligible for free support. |
| 5.3 | Except from 5.2 all work performed by EasySIGN will be charged in addition to the license fee and at the prices and conditions applicable at that time at EasySIGN. |
| 5.4 | EasySIGN will schedule the delivery of the online support in consultation with you, taking your desired planning into account as far as reasonably possible. EasySIGN will use commercially reasonable efforts to perform the Support Services on the agreed schedule. |
| 5.5 | If your computer system and/or machine does not meet the requirements such as internet and TeamViewer access, (firmware) updates, available driver installation from machine manufacturers and Software requirements, then EasySIGN is entitled (at its own discretion) to charge costs for unused time as a result thereof and/or to charge costs that EasySIGN has had to incur in order to comply with the requirements. |
| 6.1 | Notwithstanding any other remedy that may be available to a party under applicable law with respect to such event, any of the following events shall permit us to immediately terminate the EULA by written notice: | |
| A) | your material breach of the EULA, which, when capable of remedy, is not cured within 30 days after written notice; | |
| B) | you are insolvent or unable to pay your debts as they fall due; you seek to be declared bankrupt or granted suspension of payments or similar relief under a legal procedure, or you are subject to such a procedure; you cease to function as a going concern or to conduct your operations in the normal course of business; | |
| C) | any transfer by you, voluntarily or involuntarily, by operation of law or otherwise, of any substantial ownership interest in your company, or any substantial change in the management of your company, which in our sole opinion adversely affects our interests. | |
| D) | any attempt by you to transfer or assign this EULA or any of the rights or obligations hereunder to third parties without our written approval; | |
| 6.2 | Termination of this EULA shall not affect any rights and obligations of you and/or us accrued prior to such termination. |
| 6.3 | We shall not be liable for any loss or damage of whatever kind or nature suffered or incurred by you as a result of our termination of the EULA under clause 6.1. |
| 6.4 | Upon termination of this EULA, you shall immediately cease to use the Software, and images and shall submit to us, within ten (10) working days from the date of termination, all physical media containing the Software, documentation and any other materials provided to you under this EULA. We shall confirm in writing the receipt of the materials returned under this clause 5.4. In the absence of such confirmation, the materials shall not be considered to have been returned. |
| 7.1 | We shall have the right to transfer any and all of our rights and obligations hereunder to any third party and, to the extent necessary, you hereby explicitly agree with such transfer. You shall further provide any reasonable assistance necessary to effect any transfer of our rights and/or obligations. |
| 7.2 | You shall treat the Software and any know-how related thereto as confidential. You shall not disclose any confidential information provided to you under the EULA to any third party. You may only disclose confidential information to such of your employees, agents or representatives who have a need to know and are bound by confidentiality obligations at least as protective to our interests as your obligations hereunder. |
| 7.3 | The Software or any functionality or part thereof may not be available in all languages or countries. If we have provided you with a translation of the English version of this EULA (and other agreements), you agree that such translation is provided to you solely for your convenience and that the English version (not the translation) will be legally binding on you. In the event of a conflict between the English version and one of its translations, the English version and not the translation shall prevail. |
| 7.4 | The EULA shall be governed by the laws of the Netherlands. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, shall be excluded. |
| 7.5 | In the event of litigation regarding the EULA, all costs and expenses of the prevailing party, including reasonable legal fees and expenses of litigation, shall be reimbursed by the other party upon demand and shall be recoverable by the prevailing party in such litigation, even if such costs exceed the estimation of such costs, as made by the judge on the based at the Dutch Code of Civil Procedure. |
| 7.6 | All disputes resulting from the EULA shall exclusively be brought before the competent court in ‘s-Hertogenbosch, the Netherlands. |