EULA | ASSISTANCE PSA SUITE

END-USER LICENSE AGREEMENT

IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS (SUB)LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. LICENSOR UNDER THIS EULA | PSA SUITE MEANS: ASSISTANCE SOFTWARE, WHEREAS SUBLICENSOR MEANS: THE RESELLER AUTHORISED AND LICENSED BY ASSISTANCE SOFTWARE TO SUBLICENCE THIS SOFTWARE TO YOU (END-USER).

(SUB)LICENSOR IS WILLING TO (SUB)LICENSE THE SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE ONLY ON THE CONDITION THAT YOU ACCEPT 1. ALL OF THE TERMS OF THIS (SUB)LICENSE AGREEMENT AND 2. A WRITTEN AGREEMENT BETWEEN YOU AND ASSISTANCE SOFTWARE AND/OR YOUR RESELLER HAS BEEN ESTABLISHED.

THIS EULA | PSA SUITE IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND (SUB)LICENSOR. BY CLICKING THE “ACCEPT” OR “YES” BUTTON OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, AND/OR BY LOADING AND/OR USING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS EULA | PSA SUITE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE “I DO NOT ACCEPT” OR “NO” BUTTON OR OTHERWISE INDICATE REFUSAL, AND MAKE NO FURTHER USE OF THE SOFTWARE.

Article 1. (Sub)license

1.1.       The Application PSA Suite and any documentation related to it and/or this (sub)license (hereinafter collectively “Software”) is the property of ASSISTANCE SOFTWARE (The Netherlands), or its licensors (hereinafter ASSISTANCE SOFTWARE and its licensors are collectively referred to as: “ASSISTANCE SOFTWARE”). The Software (including any Customization to it) is protected by copyright law.

 

1.2.       In the case you have entered into a written agreement with your RESELLER, your RESELLER is licensed by ASSISTANCE SOFTWARE to sublicense this Software to You, while ASSISTANCE SOFTWARE continues to own the Software.

 

1.3.       You will have certain rights to use the Software after your acceptance of this (sub)license. This (sub)license governs any releases, revisions, enhancements or Customizations to the Software that (SUB)LICENSOR may furnish to You. Your rights and obligations with respect to the use of this Software are as follows.

 

1.4.       Once You accept this sublicense,

In case You will use the Software in a hosted (SAAS) environment, You may

a)    use the Software to the extent as agreed in 1) the written agreement between You and ASSISTANCE SOFTWARE and/or RESELLER, and 2) the license matrix as published on ASSISTANT SOFTWARE’s website: http://www.assistancesoftware.com/Pricelist/Licenses.pdf

In case You will use the Software in an On Premise environment, You may

a)    use the Software to the extent as agreed in 1) the written agreement between You and ASSISTANCE SOFTWARE and/or RESELLER, and 2) the license matrix as published on ASSISTANT SOFTWARE’s website: http://www.assistancesoftware.com/Pricelist/Licenses.pdf    

b)    install the Software in a single location on a single hard disk or other storage device;

c)    post and make available the Software on a network file server for the purpose of installation onto hard disks or other storage devices or use of the Software over such network;

d)    make backup copies of the Software;

e)    perpetually use the Software in accordance with any additional permitted uses set forth below;

f)     perform or grant to the MS SQL database (Database) the right to read and/or extract information from the Database necessary to perform the rights to the use of the Software under this EULA | PSA SUITE.

 

1.5.       Unless specifically otherwise stated in a written agreement authorized by ASSISTANCE SOFTWARE, You may NOT:

 

a) sublicense, rent, or lease any portion of the Software; reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software;

b) distribute (wholly or partially) any of the components  that make up the Software;

c) create derivatives of the Software;

d) redistribute or provide access to the Software to third parties;

e) redistribute incomplete, modified, reverse engineered, or otherwise altered copies of the Software;

f) use the Software in any manner not authorized by this (sub)license; nor

g) use the Software in any manner that contradicts any additional restrictions set forth or below;

 

furthermore, in case You will use the Software in an On Premise environment, You may NOT:

 

h) redistribute the Software that is integrated with other technology or as a component or standalone product and does not provide and-user access to the complete install process;

i) use a previous version or copy of the Software after You have received and installed a disk replacement set or an upgraded version. Upon upgrading the Software, all copies of the prior version must be destroyed;

j) use a later version of the Software than is provided herewith unless You have purchased upgrade insurance or have otherwise separately acquired the right to use such later version;

k) use, if You received the software distributed on media containing multiple Software products, any Software on the media for which You have not received a permission in a License;

l) use the Software in any manner not authorized by this sublicense; nor

m) use the Software in any manner that contradicts any additional restrictions set forth below;

n) perform or grant any other use to the MS SQL database (Database) which is a part of the Software, than the right to read and/or extract information from the Database necessary to perform the rights to the use of the Software under this EULA | PSA SUITE; especially You are not allowed to perform or grant any right to alter or modify the Database and its contents, except through the use of the Software;

o) use the Software in combination with a Microsoft CRM Online license or a Microsoft CRM Private Hosted license;

p) use or gain access to, other parts of the Software than the module(s) as agreed in the license matrix as referred to under 1.4 of this EULA | PSA SUITE;

furthermore, in case the Software is downloaded by You for Trial purposes, the following applies:

a)    Your Trial-period will grant You the free use of the Software only for Trial Purposes and within the limits and conditions as stipulated in this EULA | PSA SUITE, for a maximum period of 30 days after installation;

b)    Following this Trial-period You must purchase a license, in order to be able to use the Software and enter into a Written Agreement with ASSISTANCE SOFTWARE and/or or RESELLER;

COPYING OR USING THE SOFTWARE EXCEPT AS PERMITTED ACCORDING TO THE TERMS OF THIS (SUB)LICENSE AGREEMENT IS COPYRIGHT INFRINGEMENT UNDER THE LAWS OF YOUR COUNTRY. IF YOU COPY OR USE THE SOFTWARE IN VIOLATION OF THIS EULA | PSA SUITE AND/OR THE WRITTEN AGREEMENT BETWEEN YOU AND ASSISTANCE SOFTWARE AND/OR THE RESELLER, THEN YOU ARE VIOLATING THE LAW, YOU WILL BE LIABLE TO ASSISTANCE SOFTWARE FOR DAMAGES AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES. ANY COPYRIGHT INFRINGEMENT BY YOU WILL LEAD TO THE IMMEDIATE LAPSE OF YOUR RIGHTS TO USE THE SOFTWARE THIS EULA.

Article 2.  Logging and evidential value

There are technological facilities in the Software that are designed to prevent unlicensed and/or illegal use of the Software and/or use of other parts of the Software than the module(s) as agreed in the license matrix as referred to under 1.4. Your use of the Software will be logged by ASSISTANCE SOFTWARE and/or Your RESELLER. These logfiles will have imperative evidential value in case of a dispute over unlicensed or illegal use of the software by You.

 

 

 

Article 3. Support

Provided that the underlying Microsoft technology is still Supported by Microsoft, and provided that ASSISTANCE SOFTWARE has not previously withdrawn Support through Written Notice, ASSISTANCE SOFTWARE shall only be responsible for providing Support for the actual version of the Software, to the extent as agreed upon in a written agreement between You and ASSISTANCE SOFTWARE. ASSISTANCE SOFTWARE will not provide Support requested as a result of:

(a) operation of the computer through which the Software is accessed;

(b) operation of the Software with a version of the supported operating system software and/or browser other than that specified by ASSISTANCE SOFTWARE or its licensors;

(c) failure to maintain the computer through which the Software is accessed;

(d) failure to ensure that your personnel and staff are fully trained in the use and operation of the Software;

 (e) your computer hardware failing to meet the minimum specification prescribed by ASSISTANCE SOFTWARE for use with the Software.

Article 4. WARRANTY AND LIMITATION OF LIABILITY

THE SOFTWARE IS PROVIDED TO YOU "AS IS," AND YOU ACKNOWLEDGE THAT IT MAY CONTAIN ERRORS. YOU ACKNOWLEDGE THAT (SUB)LICENSOR DISCLAIMS ANY WARRANTY OBLIGATIONS TO YOU OF ANY KIND. (SUB)LICENSOR DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. (SUB)LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL (SUB)LICENSOR BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL LOSS OR DAMAGES, INCLUDING LOSS OF DATA, ANY LOST PROFITS OR LOST SAVINGS, OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF A REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY, REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, BREACH OF WARRANTIES, OR ANY OTHER LEGAL THEORY. YOU ACKNOWLEDGE THAT THE (SUB)LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. IN NO CASE SHALL (SUB)LICENSORS LIABILITY EXCEED THE PURCHASE PRICE FOR THE SOFTWARE.

In case the Software is sublicenced to You, You acknowledge that your RESELLER, not ASSISTANCE SOFTWARE, is responsible for any Customizations and any effect they have on the functionality of the Software and/or accompanying Software Documentation.

The disclaimers and limitations set forth above will apply regardless of whether You accept the Software.

Article 5. Verifying compliance

During the term of this Agreement, upon advance Written Notice to You (except for audits related to counterfeit software), an audit team sent by (SUB)LICENSOR may conduct audits during any selected period to verify your compliance with the terms of this Agreement. Any audit will be conducted during your normal business hours and in a manner that does not interfere unreasonably with your normal business activities. You are under an obligation to provide the audit team access to all applicable facilities that may be need to review to complete a proper and thorough audit.

Article 6. Proprietary notices

You must not remove any copyright, trademark or patent notices contained in or on any of the Software. You must include the copyright notice on all copies of the Software and on any documentation for the Software, including on-line documentation. You must use the appropriate trademark, software descriptor and trademark symbol (either “™” or “®”), and clearly indicate ASSISTANCE SOFTWARE’S ownership of trademark(s) whenever the Software name is first mentioned in any advertisement, brochure or in any other manner in connection with the Software.

Article 7. Governing law and general provisions

7.1. This EULA | PSA SUITE will be governed by Dutch law. The Vienna Sales Convention shall not apply.

7.2. If any part of this EULA | PSA SUITE is found void and unenforceable, it will not affect the validity of the balance of the EULA, which shall remain valid and enforceable according to its terms.

7.3. You agree that the Software will not be  used in any manner prohibited by any applicable law, restriction or regulation.

7.4. This EULA | PSA SUITE shall terminate upon your breach of any term contained herein. The disclaimers of warranties and damages and limitations on liability shall survive termination.

7.5. This EULA | PSA SUITE may only be modified in writing signed by an authorized officer of ASSISTANCE SOFTWARE.

END

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