Licenses

eZ Proprietary Extension License (PEL), Version 1.3

PLEASE READ THE TERMS AND CONDITIONS OF THIS EZ PROPRIETARY EXTENSION
LICENSE CAREFULLY. BY EXERCISING ANY OF THE RIGHTS GRANTED BY THIS
LICENSE, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU
DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT
EXERT ANY OF THE RIGHTS GRANTED BY THE LICENSE.
This eZ Proprietary Extension License is made between eZ systems AS
(or a subsidiary of eZ systems AS, as is identified on the Invoice)
("eZ") and the customer identified on the Invoice ("You" or "Your"). The
parties agree as follows:
1. DEFINITIONS
1.1 eZ Market Extension or eZ Services Network Extension: A software
program that is based on our works.
1.2 eZ Trademarks: Any and all trademarks that eZ systems AS owns or
licenses, including, but not limited to, "eZ systems", "eZ publish"
and the two square logo.
1.3 Intellectual Property: All present and future copyrights, trademark
rights, service mark rights, trade secret rights, patent rights, moral
rights, and other intellectual property and proprietary rights recognized
in any jurisdiction.
1.4 Invoice: The invoice for this license that is attached to it (only
for licences with costs).
1.5 License: This entire agreement, including the Invoice.
1.6 Licensed Materials: Any or all software, documentation or other work
licensed under this License.
1.7 Territory: Worldwide, unless otherwise specified on the Invoice.
1.8 Other terms are defined throughout this License.
2. TERM
The License agreement comes into effect on the date of license
grant stated on the Invoice or corresponding eZ Publish Enterprise
subscription. The License terminates when any of the relevant conditions
within this License are met.
3. LICENSE GRANT
Subject to the terms and conditions of this License, eZ grants You a
limited, non-exclusive, non-transferrable and non-sublicensable license
of this extension.
4. EXCLUSIONS FROM LICENSE GRANT
eZ reserves all rights not explicitly granted by this License. Except
as specifically granted in this License, no rights are granted to any
Intellectual Property owned by eZ or any third party supplier. Nothing
in this License shall be interpreted to prohibit eZ from licensing
any rights under terms and conditions that differ from the terms and
conditions of this License.
5. RESTRICTIONS
Rights granted to You by this License may only be exercised by You in
accordance with the terms and conditions of this License. You may not
change, hide or remove any proprietary rights notices, including but not
limited to notices of copyright, License and warranty, which appear in
the Licensed Materials or the License.
6. SUPPORT
Except as expressly set Your eZ Publish support agreement, You are
solely responsible for the entire installation, supervision, training,
management, support, maintenance and control of the Licensed Materials and
Your eZ Publish extensions, including all responsibility for installation
and for maintenance of hardware and proper machine configuration.
7. LICENSE FEES, PAYMENT AND TAXES
You will pay eZ according to the terms set out in the Invoice. All
payments must be made in a currency accepted by eZ. eZ reserves the
right to not accept any order. You are responsible for paying all taxes,
levies and duties payable in connection with this License, other than
taxes based upon eZ's income. You may not exercise any of the rights
granted in this License if You are delinquent in your payments.
8. CONFIDENTIAL INFORMATION
Neither party shall disclose confidential information to the other.
9. TERMINATION
eZ may terminate this License immediately if You breach any of the
provisions of this License and such breach remains uncured 30 days after
receipt of notice. In the event that You (a) fail to pay to eZ all fees
relating to the Licensed Software when due, or (b) become liquidated,
dissolved, bankrupt or insolvent, whether voluntarily or involuntarily,
or shall take any action to be so declared, eZ shall have the right to
terminate this License immediately.
10. TERMINATION FOR PATENT ACTION
This License shall terminate automatically and You may no longer
exercise any of the rights granted to You by this License as of the
date You commence an action, including a cross-claim or counterclaim,
against eZ, any third party supplier or other licensee alleging that
the Licensed Software infringes a patent.
11. BINDING
This License binds the parties, their respective successors and permitted
assigns. There are no intended third party beneficiaries. Without the
prior written consent of eZ, You shall not assign or otherwise transfer
this License or Your rights or obligations under this License to any
person or party, whether by operation of law or otherwise. Any attempt
by You to do so shall be null and void and be deemed a material breach of
this License. The parties are, and shall remain, independent contractors;
nothing in this License is designed to create, nor shall create between
them, a partnership, joint venture, agency, or employment relationship.
12. INDEMNIFICATION
You indemnify and agree to defend eZ against any and all damages,
judgments and costs (including reasonable attorneys' fees) related to any
claim based upon: (a) use of the Licensed Software in a manner prohibited
under this License or in a manner for which the Licensed Software was not
designed; (b) changes made by You to the Licensed Software (where use of
unmodified Licensed Software would not infringe); or (c) changes made,
or actions taken, by eZ upon Your direct instructions.
13. DISCLAIMER OF WARRANTIES AND CONDITIONS
The licensed software is provided to you "as is," without any
representations, conditions or warranties whatsoever. eZ expressly
disclaims, and you expressly waive, all conditions and warranties,
whether express or implied, including warranties and conditions of
merchantability, fitness for a particular purpose, non-infringement,
system integration, non-interference and accuracy of informational
content. eZ does not represent, warrant or provide any conditions that
the service will meet your requirements or that the operation of the
licensed software will be uninterrupted or error-free, or that errors
will be corrected. The entire risk of the licensed software's quality and
performance is with you. This disclaimer of warranties and conditions is
an essential part of this license. No license is granted to you except
under this disclaimer.
14. LIMITATION OF LIABILITY AND REMEDIES
To the extent permitted by applicable law, eZ shall have no liability
with respect to its obligations under this agreement or otherwise for
consequential, exemplary, special, indirect, incidental or punitive
damages, including (without limitation) any lost profits or lost
savings (whether resulting from impaired or lost data, software or
computer failure or any other cause), even if it has been advised
of, has reason to know or in fact knows of, the possibility of such
damages. Notwithstanding any other provision in this agreement, to the
extent permitted by applicable law, the liability of eZ for any reason
and upon any cause of action shall be limited to the amount paid to eZ
by you for this license. This limitation applies to all causes of action
in the aggregate, including (without limitation) breach of contract,
breach of condition and warranty, negligence, misrepresentations, torts
and delicts, whether arising under statute or jurisprudence. To the extent
permitted by applicable law, no action, regardless of form, arising out
of this agreement may be brought by you more than one year after the
cause of action has occurred. The parties agree that the disclaimers and
limitations of liability and remedies herein (a) are separately intended
to limit the forms and content of relief available to the parties and
(b) reflect an informed, voluntary allocation between them of all risk
(known and unknown) associated with the licensed software. The license
fee is set in reliance upon this allocation of risk, and vice versa.
15. DISPUTE RESOLUTION; GOVERNING LAW
In the case of any dispute, controversy or claim arising under, out of
or relating to this License and any subsequent amendments thereto,
including, without limitation, its formation, validity, binding
effect, interpretation, performance, breach or termination, as well
as non-contractual claims ("Dispute"), parties shall first attempt
to resolve the Dispute through good faith discussions. If a Dispute
cannot be resolved amicably between the parties, such Dispute shall be
referred to and finally determined by arbitration in accordance with
the WIPO Expedited Arbitration Rules. The place of arbitration shall be
Geneva, Switzerland. The language to be used in the arbitral proceedings
shall be English. The dispute, controversy or claim shall be decided
in accordance with the law of Norway, without regard to the conflict of
laws provisions thereof. In no event shall the United Nations Convention
on Contracts for the International Sale of Goods or any adopted version
of the United States Uniform Computer Information Transactions Act apply
to, or govern, this License. Notwithstanding the foregoing, eZ may seek
injunctive or other equitable relief in any jurisdiction to protect its
intellectual property rights. This section shall survive the termination
of this License.
16. NO WAIVER
Failure by eZ to exercise any right or remedy does not signify acceptance
of the event giving rise to such right or remedy.
17. EXPORT LAW ASSURANCES
You shall comply (at Your expense) with all relevant and applicable laws
(including export and import regulations) related to use of the Licensed
Software.
18. ENGLISH LANGUAGE AGREEMENT
The parties have agreed to execute this License in the English language,
and the English language version of the License will control for all
purposes.
19. US GOVERNMENT RESTRICTED RIGHTS
If the Licensed Software is being acquired by or on behalf of the
U.S. Government or by a U.S. Government prime contractor or subcontractor
(at any tier), in accordance with 48 C.F.R. 227.7202.-4 (for Department
of Defense ("DOD") acquisitions) and 48 C.F.R. 2.101 and 13.212 (for
non-DOD acquisitions), the government's rights in the Licensed Materials,
including its rights to use, modify, reproduce, release, perform, display
or disclose the Licensed Materials will be subject in all respects to
the commercial rights and restrictions provided in this License.
20. MISCELLANEOUS
If any provision of this License is held by a court of competent
jurisdiction to be unenforceable, such provision shall be reformed only
to the extent necessary to make it enforceable. The captions or headings
of the sections of this License are for reference only and are not to
be construed in any way as part of this License.
21. ENTIRE LICENSE
This License comprises the entire agreement, and replaces and merges all
prior proposals, understandings and agreements, oral and written, between
the parties relating to the subject matter of this License. This License
may be amended or modified only in a writing executed by both parties. To
the extent of any conflict or inconsistency between this License and
any Invoice or other document submitted by You to eZ, this License will
control. eZ's acceptance of any document shall not be construed as an
acceptance of provisions which are in any way in conflict or inconsistent
with, or in addition to, this License, unless such terms are separately
and specifically accepted in writing by an authorized officer of eZ.

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