EULA
EFLOW END USER LICENSE AGREEMENT – DENMARK
General
This End User License Agreement ("EULA") is a le-gal agreement between you or the legal entity that you represent ("You") and eflow A/S, company reg-istration no. 40463682, Baltorpbakken 16, 2750 Ballerup, Denmark ("Licensor") regarding the eflow software modules for which You have bought ac-cess and associated online or electronic documen-tation and materials (the "eflow Product").
By accepting and choosing to copy, utilise or oth-erwise use the eflow Product, You agree to be bound by the terms of this EULA. If You do not agree with this EULA, do not use the eflow Prod-uct.
Licensor may with 1 month's written notice make changes to conditions set out in this EULA. The written notice required may be given by Licensor posting a revised version of the document on Li-censor's website.
Nothing in the EULA shall be deemed or construed to constitute or create a partnership, association, joint venture, employment relationship or agency between Licensor and the distributor from whom You have purchased the access to the eflow Prod-uct (the "Distributor").
License
Subject to the terms and conditions set out in this EULA, and subject to Your payment of any appli-cable license fees, You are granted a non-exclu-sive, non-transferable, royalty-bearing limited li-cense to access and use the eflow Product in a sin-gle geographical location in Denmark. If You need to use the eflow Product in more geographical lo-cations You must buy additional licenses.
Your use of the eflow Product shall be restricted to internal business use only.
Except as expressly set out in the EULA, You are not entitled to disclose, display, grant access, sell, assign, transfer, distribute, provide others with li-censes, lease or by any other means transfer or make the eflow Product available to any third party, including but not limited to group-related compa-nies. However, You may let external consultants, e.g. accountants, working on Your behalf on Your premises use the eflow Product on Your behalf, provided that You may never grant access to the elow Product to a competitor of Licensor.
You may not modify the eflow Product or create any derivative work from the eflow Product or any of its accompanying documentation. You may not alter any files, code or libraries in any portion of the eflow Product.
You may create user accounts to the eflow Product for Your own customers and let Your own custom-ers access and use the eflow Product solely for the purpose of
- sending orders to You electronically via the eflow Product, and/or
- accessing historical orders via the eflow Product at a later time.
You will indemnify Licensor from any claims brought against Licensor from any party to whom You have granted access to the eflow Product where such claim relates to the eflow Product or use of the eflow Product.
You are responsible for any use of the eflow Prod-uct by third parties enabled by You (e.g. for use by Your customers or external consultants accessing the eflow Product on Your behalf) as if such use was exercised by You.
Except as expressly permitted by mandatory appli-cable law, You are not entitled to copy, adapt, re-verse engineer, decompile, disassemble, modify or make error corrections to the eflow Product or by any other means gain access to the source code of the eflow Product in whole or in part, nor attempt to do any such things.
Changes to the eflow Product
Licensor may change the versions of the eflow Product licensed under the EULA. In case of a change of versions, Your license(s) under the EULA will only apply to the new version(s). A change of version may include changes to function-ality.
Personal data (Licensor as data processor)
As part of providing the eflow Product, Licensor will process personal data on behalf of You, and thereby act as a data processor, under the provi-sions as set out in the data processing agreement in schedule 1 (Data processing agreement) to this EULA.
Personal data (Licensor as data controller)
Irrespective of the above and separately from the data processing as set out in schedule 1, Licensor may, subject to applicable law:
1) process information, which may include personal data, regarding users of the eflow Product as a data controller, e.g. login and/or contact information, to the extent necessary to provide access to the eflow Product and/or to contact You;
2) for optimization purposes, collect and use data related to Your use of the eflow Prod-uct.
You will (a) collect required consents from Your end users if necessary for the processing as set out above in this section, and (b) inform Your end users of such processing on behalf of Licensor if and as required by law.
Upon written request from Licensor, You shall pro-vide reasonable assistance to Licensor relating to Licensor's obligations under applicable law arising out of or relating to this section.
You will indemnify Licensor for any losses suffered by Licensor due to Your non-compliance with this section.
Licensor may delete user accounts (such as an ac-count made for a specific employee for that em-ployee to use to access the eflow Product) in case of several months of inactivity for the user account in question.
Breach and liability
Any use of the eflow Product outside the license provided under the EULA constitutes an infringe-ment of Licensor's intellectual property rights and is a material breach of the EULA.
Without prejudice to any other rights, Licensor may with immediate effect terminate Your license to use the eflow Product if You in any way fail to comply with this EULA. In such event You must delete all access to the eflow Product and discontinue any use.
Licensor is not liable for Your use of the eflow Product. The eflow Product is being made available to You "as is" without warranties or representations of any kind. Licensor disclaims all warranties with regard to the eflow Product, express or implied, including, without limitation, any implied warranties of fitness for a particular purpose, merchantability, availability, merchantable quality, or non-infringement of third-party rights.
Licensor is not liable for Your direct or indirect losses or third party claims in relation to the eflow Product, and Licensor hereby disclaims any and all liability in relation to the eflow Product to the furthest extent possible according to applicable law.
Nothing in this EULA shall be construed to limit Li-censor's liability under the mandatory provisions of applicable product liability laws, including the Dan-ish Products Liability Act ("produktansvarsloven"). Any product liability is, however, disclaimed to the furthest extent possible according to applicable laws.
In any case, Licensor's aggregate liability for all claims arising out of or relating to the license is limited to the sum of the license fees paid by You for the eflow Product during the 12 months prior to the events giving rise to the claim, but in no case more than EUR 5,000.
Intellectual property rights
Title to the eflow Product and all applicable rights including copyrights, trade secrets, and other intel-lectual property rights inherent in the eflow Product will remain with Licensor or the relevant third par-ties from whom Licensor has obtained the right to license the eflow Product. No title to or ownership of the eflow Product is transferred to You.
Licensor reserves all rights in the eflow Product not explicitly granted in the EULA.
Term and termination
This EULA will enter into force on the date of Your acceptance and will continue until it is terminated in accordance with the provisions of the EULA.
You or the Licensor may terminate the EULA upon one month's written notice.
The license granted will automatically cease upon any termination of this EULA. Within 5 days after termination of the EULA for any reason, You are obligated to delete all access to the eflow Product in any form. You must certify to Licensor in writing that such obligation has been fulfilled if so re-quested by Licensor.
Provisions in the EULA relating to obligations which have accrued, or explicitly or by implication, have application beyond the term of EULA, and any pro-vision required to interpret and enforce Licensor's rights and obligations under the EULA to the extent required for the full observation and performance hereunder, shall survive any termination or expira-tion of the EULA.
Governing law and disputes
This EULA is governed by and will be interpreted in accordance with Danish law. However, the conflict of laws rules must be disregarded to the extent that such rules are non-mandatory.
Any dispute arising out of the EULA, including any dispute concerning the existence or validity of the EULA must be settled by the ordinary Danish courts, with the City Court of Copenhagen as the court in the first instance.
This section does not prevent Licensor from seek-ing any interim remedies available to Licensor un-der applicable law or any similar remedy available under relevant foreign legislation
