CWR Mobility BV End-User License Agreement
This End-User License Agreement ("EULA") is a legal AGREEMENT between you (as the registered representative and on behalf of a single entity) ("End-User-Licensee") and CWR Mobility BV ("CWR Mobility") for the CWR Mobile CRM product, which may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT; return it immediately for a full refund.
For purposes of this EULA, the term SOFTWARE PRODUCT shall include upgrades, modified versions, updates, additions and copies of the SOFTWARE PRODUCT licensed pursuant to the terms of this EULA.
Software Product Ownership
This is a license agreement and not a sale. Title, ownership rights, and intellectual property rights in and to the SOFTWARE PRODUCT (including without limitation any code, images, animations, video, audio, music, and text incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, any copies of the SOFTWARE PRODUCT, and any copies you as End-User-Licensee are permitted to make are owned by CWR Mobility or its suppliers and affiliates and are protected by applicable copyright laws and international copyright treaties, as well as other intellectual property laws, treaties and trade secret laws. Absent a separate written agreement between you and CWR Mobility, your rights to use the SOFTWARE PRODUCT are specified in this EULA and CWR Mobility retains all rights not expressly granted to you in this EULA. Nothing in this EULA constitutes a waiver of CWR Mobility's rights under international copyright law or any other applicable intellectual property laws or treaties. You agree to treat the SOFTWARE PRODUCT like any other copyrighted material for archival purposes, and you may not copy the printed materials accompanying the SOFTWARE PRODUCT. You may not remove, modify or alter any CWR Mobility copyright or trademark notice from any part of the SOFTWARE PRODUCT, including but not limited to any such notices contained in the physical or electronic media or documentation, in any of the runtime resources, or in any web presences or web-enabled notices, code, or other embodiments originally contained in or dynamically or otherwise created by the SOFTWARE PRODUCT.
Grant of License
Subject to the provisions contained herein, CWR Mobility hereby grants End-User-Licensee a non-exclusive, non-transferable license as follows:
Software Product
You may install and use one copy of the SOFTWARE PRODUCT, or any upgrades, modified versions, updates and additions thereto (collectively, the "Enhancements") for a single user, on a single computer and only for use in the number of written languages for which you have acquired rights therefore. For the avoidance of doubt, unless you have obtained CWR Mobility's prior written consent, you may not install the SOFTWARE PRODUCT on a server or otherwise host the SOFTWARE PRODUCT on the Internet or any intranet or extranet in a manner that would enable multiple users to access a single copy of the SOFTWARE PRODUCT, regardless of whether such access is performed concurrently or consecutively.
Storage/Backup
You may make one (1) copy of the SOFTWARE PRODUCT for backup purposes only.
No Other Licenses
Other than the uses expressly permitted in this EULA, there is no license granted in this EULA under any patent, copyright, trade secret or other intellectual property rights, either expressly, by implication or under any other theory of law or equity.
Description of Other Rights and Limitations
The license grant herein is subject to the following limitations:
No Concurrent Use
The SOFTWARE PRODUCT may not be shared or used concurrently on more than one computer by the same user. The foregoing sentence notwithstanding, the primary user of the SOFTWARE PRODUCT may install one (1) copy of the SOFTWARE PRODUCT on either a single home computer or a single portable computer used by such primary user.
Limitations on Reverse Engineering, Decompilation, and Disassembly
You may not modify, reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law and as required to obtain interoperability with other independently created software, or as may be otherwise specified by law.
Notwithstanding the preceding sentence, the SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on other computers.
No Assignment or Transfers
You shall not sublicense, sell, lease, rent, assign or otherwise transfer the rights granted herein without the prior written consent of CWR Mobility. CWR Mobility shall not unreasonably withhold or delay such consent in the event of a change of control or ownership in the entity for which the SOFTWARE PRODUCT is being licensed.
Termination
Without prejudice to any of CWR Mobility's other rights, CWR Mobility may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you agree to destroy all copies of the SOFTWARE PRODUCT and all of its component parts. Proper functioning of the SOFTWARE PRODUCT requires a License Key, which may have a limited period of validity. Your right to use the SOFTWARE PRODUCT terminates immediately upon the expiration of the applicable License Key. End-User-Licensee shall continue to be bound by the terms and conditions of this EULA following the expiration of the License Key.
Enhancements
If the SOFTWARE PRODUCT is labeled or otherwise identified by CWR Mobility as an Enhancement (as such term is defined above), you must be properly licensed to use a product identified by CWR Mobility as being eligible for the Enhancement in order to use the Enhanced SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled or otherwise identified by CWR Mobility as an Enhancement replaces or supplements the SOFTWARE PRODUCT that formed the basis for your eligibility for such Enhancement. You may use the resulting Enhanced SOFTWARE PRODUCT only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an Enhancement of a component of a package of software programs that you licensed as a single product, the Enhanced SOFTWARE PRODUCT may be used only as part of that single product package and may not be separated for use on other systems.
Export Law Assurances
You agree and certify that you will not export or re-export the SOFTWARE PRODUCT to any country, person or entity subject to U.S. export restrictions. You specifically agree not to export or re-export the SOFTWARE PRODUCT to any country to which the U.S. has embargoed or restricted the export of goods or services, including but not limited to, Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria.
Indemnification
The SOFTWARE PRODUCT and all Enhancements are intended for use as specified in this EULA and in accordance with the documentation accompanying the SOFTWARE PRODUCT and the Enhancement, respectively. It is your responsibility to ascertain whether any additional copyright, patent or other licenses are necessary and to obtain any such licenses. You agree to hold harmless, indemnify, and defend CWR Mobility, its officers, shareholders, directors, and employees, from and against any losses, damages, fines, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to any claims that you have encoded, compressed, copied, or transmitted any materials (other than the materials provided by CWR Mobility) in connection with the SOFTWARE PRODUCT or an Enhancement in violation of another party's rights or in violation of any law. If you are importing the SOFTWARE PRODUCT or an Enhancement from the United States, you shall indemnify and hold CWR Mobility harmless from and against any import and export duties or other claims arising from such importation.
Limited Warranty
Media
CWR Mobility warrants for a period of one (1) year from your date of purchase that the media on which the SOFTWARE PRODUCT is furnished will be free from defects in material and workmanship.
Customer Remedies
During the limited warranty period, CWR Mobility and its suppliers' entire liability and your exclusive remedy shall be, at CWR Mobility's sole option, either (a) return of the price paid by you for the SOFTWARE PRODUCT, if any, or (b) repair or replacement of the damaged media that does not meet CWR Mobility's Limited Warranty. This Limited Warranty is void if damage of the SOFTWARE PRODUCT media has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT media will be warranted for the remainder of the original warranty period or 30 (thirty) days, whichever is longer.
No Other Warranties
THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OF IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CWR Mobility AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, DEPENDING ON YOUR STATE OR JURISDICTION.
Limitation of Liability
EXCEPT IN RELATION TO DEATH AND PERSONAL INJURY AND ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CWR Mobility OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECULATIVE, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, DAMAGES FOR LOSS OF GOOD-WILL, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER PECUNIARY LOSS) INCURRED BY End-User-Licensee OR ANY OTHER THIRD PARTY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE DOCUMENTATION, OR ANY OTHER ACCOMPANYING MATERIALS, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF CWR Mobility OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, CWR Mobility's ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED IN ANY SINGLE EVENT OR IN THE AGGREGATE TO TEN UNITED STATES DOLLARS (U.S. $10.00). End-User-Licensee ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH THE UNDERSTANDING THAT CWR Mobility's LIABILITY IS LIMITED, THE PRICES PAYABLE HAVE AND WILL BE CALCULATED ACCORDINGLY, AND THAT End-User-Licensee MAY REDUCE ITS RISK FURTHER BY MAKING APPROPRIATE PROVISION FOR INSURANCE. End-User-Licensee AGREES TO MITIGATE ANY LOSSES OR DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
U. S. Government Restricted Rights
The SOFTWARE PRODUCT and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U. S. Government is subject to restrictions as set forth in subparagraph C (1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is: CWR Mobility BV, Kubboot 16, 3751 ZJ Bunschoten, The Netherlands.
Miscellaneous
Choice of Law
This EULA is governed by the laws of the Netherlands without regard to its principles governing conflicts of law. By using the SOFTWARE PRODUCT, you consent to the personal and exclusive jurisdiction and venue of the state and federal courts sitting in Den Haag, The Netherlands.
Audit
CWR Mobility reserves the right to conduct audits to verify End-User-Licensee's compliance with this EULA.
Severance
If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement and all the other provisions shall remain in full force and effect.
Headings
The headings used in this Agreement are intended for convenience only and shall not be deemed to supersede or modify any provisions.
Waiver
The waiver by CWR Mobility of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. Except for breach of CWR Mobility's proprietary rights in the SOFTWARE PRODUCT, no action, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.
Language
The parties have requested that this EULA be written in English.
Limitations on functionality
If the SOFTWARE PRODUCT has built-in restrictions that limits its functionality (this typically may apply to 'LITE' or 'Standard' versions of a product) then you shall not bypass this limitation by using any means other than the restricted ones delivered with the product. Such restricted SOFTWARE PRODUCT is available at a lower price because of its functional limitations, hence to become entitled to use unrestricted functionality you must upgrade to an unrestricted version of the SOFTWARE PRODUCT.