Customer Cloud License Agreement (CLLA)
Aftalebetingelser for I-Trusts alliance- og handelspartnere.
IMPORTANT – READ METICULOUSLY
This Customer Cloud License Agreement – with Effective Date on the date of the very first payment in full of Licensee to Licensor – relates to the use of I-Trust‘s cloud services only; and constitutes the entire agreement between the Licensee as properly registered in and confirmed by Licensor’s Customer Relationship Management System; and the Licensor, I-Trust ApS, Company No.: DK 26 93 26 45, email@example.com, +45 40 10 89 88. The Customer Cloud License Agreement must be signed by manually signing this document below or electronically on Licensor’s website.
The cloud service is protected by copyright law and is made available only for use in accordance with the terms and conditions in this Customer Cloud License Agreement. Possible use, reproduction or redirection of the cloud service that does not conform to the conditions contained in this Customer Cloud License Agreement is forbidden in accordance with applicable laws and may lead to claims for damages and penalties.
Accessing or otherwise using the cloud service constitutes acceptance by the Licensee of these license conditions and this Customer Cloud License Agreement thereby becomes binding on the Licensee. If the Licensee does not wish to accept the license conditions, the Licensor refuses to license the cloud service to the Licensee. In that event, the Licensee has no right to use the cloud service and the Licensee should immediately contact the Licensor to enable appropriate measures to be adopted.
Copyright legislation and international copyright agreements and other laws and conventions on intellectual property protect the cloud service. The cloud service is not sold; it is licensed.
GRANTING OF LICENSE
Access and use
This Customer Cloud License Agreement grants the Licensee and its Affiliates a non-exclusive right to use the Licensor’s cloud service.
The Licensee and its Affiliates have the right to access and use the cloud service. The Licensee and its Affiliates are restricted to using the access rights paid for.
Any manpower deliveries from Licensor to Licensee are not part of this agreement.
The license period is for 12, 24, 36, 48 or 60 months as agreed in writing upon signing. If Licensee or Licensor does not give at least six months’ notice in writing the license period is automatically extended for 12 months at a time.
Access to new versions
The Licensee has a right to all new versions of the cloud service. New versions are normally released continually. Any manpower deliveries from Licensor to Licensee to use new versions upgrade are not included. The Licensee only has the right to use the resulting upgraded cloud service in accordance with the conditions contained in this Customer Cloud License Agreement.
Access to the cloud service is contingent on payments in advance. Licensor is entitled to discontinue the cloud service until payments are received or/and forever at the Licensor’s discretion, if a payment becomes overdue. Payments already received are under no circumstances refundable.
Currency of payment
Licensee pays in euros (EUR, €) for the duration of this Customer Cloud License Agreement unless Licensee explicitly and no later than Effective Date informs Licensor that he wants to pay in United States Dollars (USD, $) or in United Kingdom Pounds (GBP, £), in which case Licensee must pay in the chosen currency for the duration of this Agreement.
Licensor may change prices with six (6) months’ notice for payments, which become due after the effective date of the price changes.
All conditions relating to this Agreement are confidential and may not be revealed to third parties.
RIGHT OF OWNERSHIP AND COPYRIGHT
The right of ownership and intellectual property rights on the cloud services (including images, photographs, animations, video, audio, music, text and programmes incorporated into the cloud service as accessories), accompanying printed matter and any copies of the cloud service belong to the Licensor and its suppliers.
The rights of ownership and intellectual property rights to content to which the Licensee may gain access through use of the cloud service belong to the respective owners of the content.
The Licensor reserves all rights not expressly granted in this Customer Cloud License Agreement.
Ownership of data entered into the cloud service by Licensee stay with the Licensee as proprietary Customer Data. The Licensor may not reveal or publicise such data without the Licensee’s explicit permission.
However, the Licensor may collect, register, apply, render anonymous, render pseudo-anonymous, process, copy, store indefinitely, backup and use such data as part of any of its current and future services, including benchmarking, time series analyses, and presentation.
Benchmarking against other customers’ proprietary Customer Data is only available if the identity of one or more of such customers is not disclosed in the process, or if such customers explicitly give permission to disclosure to Licensee for the purpose of the Licensee’s becoming an observer to such customer’s community or becoming a mutual member of such community.
OTHER RIGHTS AND RESTRICTIONS
Reverse Engineering etc.
Besides what is expressly permitted by law, the Licensee has no right to modify, plagiarise, copy, reengineer or otherwise make use of the cloud service designs, layouts etc.
The Licensee has no right to rent, lease or lend the cloud service.
The Licensee has no right to assign this License to any other party.
The Licensor is obliged, as urgently as circumstances require, to correcting cloud service faults at its own expense in subsequent versions of the cloud service. The guarantee does not apply to cloud service that is adapted or modified specifically for Licensee or a group of licensees. The Licensor refuses to accept any guarantee liability relating to the general suitability of the cloud service or its suitability for a particular purpose.
In order to be able to claim that the cloud service is faulty, the Licensee must notify the Licensor within a reasonable time of having noticed such fault. The Licensee shall specify the fault and, where necessary, show how it is manifested. If the Licensee has given notice of a fault not attributable to the Licensor, the Licensee shall pay the Licensor in accordance with the Licensor’s price list in force for services carried out.
LIMITATION OF LIABILITY
The Licensor is not liable for any damage (including, but not limited to, loss of earnings, operational stoppages, loss of business information or other financial damage) as a consequence of use of or difficulty in using or inability to use the cloud service. This applies even if the Licensor have been alerted that such damage may occur. The Licensor´s total liability under this Customer Cloud License Agreement is limited to the amount that the Licensee paid for the License.