Bora document processor - license

This license applies to the Bora document processor.

The Bora document processor is Copyright 2007 Bora Ltd.

BoraDoc license

END USER LICENSE AGREEMENT (EULA)

Notice to user: THIS LICENSE (“LICENSE”) STATES THE TERMS AND CONDITIONS UPON WHICH BORA MAKES AVAILABLE TO YOU (THE "LICENSEE") THE SOFTWARE INCLUDED IN THE BORA SOFTWARE KIT. BY OPENING THE PACKAGE (OR INSTALLING THE SOFTWARE ON YOUR HARD DRIVE, OR DOWNLOADING THE SOFTWARE FROM THE SERVER) YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THE LICENSE DELIVERED WITH THE SOFTWARE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THE LICENSE, YOU MAY NOT OPEN THE PACKAGE, DOWNLOAD OR INSTALL THE SOFTWARE.

ACCEPTANCE OF TERMS. THE BORA GENERAL TERMS AND CONDITIONS APPLY TO ANY USER OF THE BORA WEBSITE OR BUYER FOR PURCHASES FROM THE BORA WEBSITE. IF YOU, AS A USER, DO NOT AGREE WITH ONE OR MORE OF THOSE GENERAL TERMS AND CONDITIONS, YOU SHALL END YOUR VISIT TO THE WEBSITE. ANY PURCHASE FROM THE WEBSITE SHALL LEAD TO UNCONDITIONAL ACCEPTANCE OF THOSE BORA GENERAL TERMS AND CONDITIONS BY THE CUSTOMER, AND OF ANY SPECIFIC TERMS AND CONDITIONS AS MAY BE PROVIDED WITH BORA PRODUCTS.

(a) Bora is the owner of, or has the right to grant licenses and sub-licenses, to any software available on the Website including Bora® document processor software, as defined in the accompanying reference manuals ("the SOFTWARE").

(b) LICENSEE is willing to acquire and Bora is willing to grant a non-exclusive license under the terms and conditions hereinafter set forth for the purpose of using the Software for its own needs under the terms and conditions of this License.

1. LICENSING OF THE SOFTWARE

1.1 License grant.

(a) Bora hereby grants to Licensee and Licensee hereby accepts from Bora, upon the terms and conditions hereinafter set forth, a non-exclusive license to use the Software in object code solely for its own needs and for one subscriber/user. The License herein granted conveys no right to grant sub-licenses, is not to be deemed transferable for any purpose (except as hereinafter provided) and is indivisible and non-assignable even to a business successor of Licensee except with Bora prior written approval. Notwithstanding the foregoing Licensee may transfer the Software to another single central processing unit, provided it is also the property of the purchaser, subject to prior written notice to Bora.

(b) Licensee shall only use the Software on a single designated central processing unit and shall copy the Software only for back-up purposes in support of its use of the Software.

(c) Licensee shall not attempt to decompile, disassemble, reverse engineer or otherwise discover the source code for the Software, modify, or translate the Software in whole or in part, except as strictly permitted by the law.

(d) Licensee shall not market, distribute, lease copies of the Software or, supply bureau services using the Software.

(e) Upon written request of Bora, Licensee shall provide to Bora a written statement confirming that the Software is used in accordance with the terms and conditions of this License. Solely for such purpose Licensee shall give any Bora’s representative reasonable access to any facility which are deemed necessary by Bora for the purpose of determining if the Software is used in accordance with the terms and conditions of this License.

(f) Apart from the rights granted above in 1.1. (a) No other, further or different right is hereby granted or implied.

(g) Third party code. The Software embeds Oracle’s Java Runtime Environment Standard Edition (Java SE). Use of the Commercial Features for any commercial or production purpose requires a separate license from Oracle. “Commercial Features” means those features that are identified as such in the Licensing Information User Manual – Oracle Java SE and Oracle Java Embedded Products Document, accessible at http://www.oracle.com/technetwork/java/javase/documentation/index.html, under the “Description of Product Editions and Permitted Features” section.

1.2 License fee - Payment.

As full consideration of the rights granted herein by Bora, Licensee shall pay to Bora a lump-sum fee in the amount as specified on Bora’s website. Bora may change the license fee at any time and without notice.

2. DELIVERY

As soon as practicable after Licensee remitted payments pursuant to Section 1.2 hereof, Bora shall deliver or make available to Licensee a copy of the Product (in machine readable form unless otherwise noted) as indicated in the applicable order confirmation, by email and/or download. The Licensee shall be responsible to obtain all administrative and customs authorisations in order to import the Software.

3. TERM AND TERMINATION

3.1 Term.

This License is effective until terminated.

3.2 Termination.

(a) Licensee may terminate this License at any time by destroying the Software together with all copies of the Software.

(b) Bora may terminate this License forthwith by written notice to Licensee if Licensee fails to comply with the terms and conditions of this License.

(c) Upon termination of this License for whatever reason, all license rights granted hereunder shall immediately cease and Licensee shall immediately, as Bora may direct, return or destroy the Software and all copies or parts thereof and deliverables and any other Bora property. Termination of this License shall not affect articles 4, 5, 6, 7, 8, and 9 of this License which shall survive.

4. COPYRIGHT - INTELLECTUAL PROPERTY

The Software is protected by copyright law and international treaty provisions. The Software is licensed not sold to Licensee. Title and full ownership rights in the Software, all copies of the Software, and any related documentation specifications or other items supplied by Bora or its suppliers under this License are and shall remain the sole and exclusive property of Bora or its suppliers. Licensee shall not acquire any rights to the Software except as expressly set forth in this License. Any reproduction or copying of the accompanying reference manuals of the Software and written materials supplied by Bora is strictly prohibited.

5. NO WARRANTY

LICENSEE ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES IN ENTERING INTO THIS AGREEMENT AND THAT THIS LICENSE IS ACCEPTED "AS IS.

BORA DISCLAIMS ANY WARRANTIES NOT EXPRESSLY STATED HEREIN, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE. BORA DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS WILL MEET LICENSEE’S REQUIREMENTS, OR THAT LICENSEE WILL BE ABLE TO DESIGN, DEVELOP OR MANUFACTURE PRODUCTS INCORPORATING THE PRODUCTS.

BORA DOES NOT WARRANT THAT LICENSEE WILL ENJOY UNINTERRUPTED OR ERROR-FREE USE OF THE SOFTWARE IN CONJUNCTION WITH OTHER COMPONENTS, INTERFACES, PRODUCTS, SYSTEMS, COMPUTER PROGRAMS, HARDWARE OR ENVIRONMENTS, AS ANY INTERACTION OF THE SOFTWARE WITH SUCH MATERIALS AND EQUIPMENT IS BEYOND BORA’S CONTROL.

6. LIMITED LIABILITY

BORA AND ITS SUPPLIER(S) SHALL UNDER NO CIRCUMSTANCES BE HELD LIABLE WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY OR ANY OTHER THEORY OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE, LOSS OF OPPORTUNITY, BUSINESS DISRUPTION OR OTHER PECUNIARY LOSS ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SOFTWARE, EVEN IF BORA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, BORA'S ENTIRE LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT, UNDER ANY WARRANTY OR ANY OTHER THEORY OF LIABILITY SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE UNDER THIS LICENSE.

7. TRADEMARKS

(a) Licensee shall follow all reasonable instructions that Bora gives from time to time with regard to the use of trademarks, copyrights or other notice of ownership rights of Bora or its suppliers.

(b) Licensee shall clearly mention in any communication referring to the Software that the Software is Bora's property.

8. SECRECY

Licensee acknowledges that the Software contains valuable trade secrets and proprietary information of Bora. Licensee agrees to hold in a fiduciary capacity for the sole benefit of Bora all secret, confidential or proprietary information, knowledge, data, or trade secret (“Confidential Information”) relating to Bora or any of its affiliates, subsidiaries, or their respective clients, which Confidential Information shall have been obtained during the course of execution of the present Agreement with Bora. The Company agrees that it will not at any time, either during the Term or after the termination of this Agreement, disclose to anyone any Confidential Information, or utilize such Confidential Information for its own benefit, or for the benefit of third parties.

9. EXPORT CONTROL

Licensee acknowledges that the Products licensed or sold hereunder are subject to the export control laws and regulations of the European Union (EU), United Kingdom (UK) or the United States of America (USA). Licensee confirms that with respect to the Products, it will not export or re-export them, directly or indirectly either to:

Licensee also confirms that the Products will not be sold or licensed to an end user who Licensee knows or has reason to know will utilise the Products directly or indirectly in restricted activities. Information can be found at https://eeas.europa.eu. Licensee further acknowledges that the Products may include technical data subject to export and re-export restrictions imposed by EU, UK or US law and international regulations.

10. ENTIRE AGREEMENT

10.1. The Agreement supersedes all prior agreements, arrangements and understandings between the Parties and constitutes the entire Agreement between the Parties relating to the subject matter hereof.

10.2. Licensee warrants to Bora that it has not been induced to enter into the Agreement by any prior oral representation (whether innocently or negligently made) except as specifically contained in the Agreement.

11. CONSUMERS

The statutory rights of a Customer dealing with Bora as a consumer as defined in the Unfair Contract Terms Act 1977 remain unaffected.

12. ASSIGNMENT

Bora may sub-contract all or any of its obligations under the Agreement to a competent third party. Except for this, neither Party shall assign or otherwise transfer any of its rights or obligations under the Agreement.

13. NOTICES

13.1. Notices must be in writing and sent to the address of the recipient set out in the Agreement or the recipient's registered office or such other address as the recipient may designate.

13.2. Any such notice may be delivered personally or by first class Recorded Delivery letter and shall be deemed to have been served if by hand when delivered, if by Recorded Delivery upon signature of the recipient or of the person who accepted the letter on his/her behalf.

14. MISCELLANEOUS PROVISIONS

14.1 Amendments.This Agreement may be amended only by a written amendment executed by all of the Parties hereto.

14.2 Entire Agreement.This Agreement sets forth the entire understanding of the Parties hereto with respect to the subject matter hereof, and supersede all prior contracts, agreements, arrangements, communications, discussions, letters of intent, negotiations, representations and warranties, whether oral or written, between the Parties.

14.3 Counterparts.This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together will constitute one and the same instrument.

14.4 No waivers.No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

14.5 Third Parties.Nothing in this Agreement is intended, or shall be construed, to confer upon or give any Person or entity other than Bora and Licensee any rights or remedies under or by reason of this Agreement.

14.6 Schedules, Annexes and Exhibits. The Schedules, Annexes and Exhibits attached to this Agreement are incorporated herein and shall be part of this Agreement for all purposes.

14.7 Headings and Titles. The headings and titles in this Agreement are solely for convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.

14.8 Severance. If any provision of the Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement and the remainder of the provisions in question shall not be affected.

15. LAW AND JURISDICTION

LICENSEE AGREES THAT SOFTWARE SHALL NOT BE DEEMED TO BE GOODS BUT INTANGIBLE PROPERTY. THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS (VIENNA, 1980) ARE EXPRESSLY EXCLUDED FROM THE PRESENT CONDITIONS.

Licensee acknowledges that any actual or threatened breach of Sections 1 (Licensing of the software) and 8 (Secrecy) will constitute immediate, irreparable harm to Bora for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

The Agreement shall be governed by and construed in accordance with the laws of England to the exclusion of its conflict of laws rules and shall be subject to the exclusive jurisdiction of the English Courts including in case of injunction, injunctive relief and emergency proceedings.