"You and Your" means the party licensing the Software hereunder. If you are purchasing a license for your customer, then You means your customer.
"Software" means the computer programs provided under the terms of this license by Andora Consulting together with any documentation provided therewith.
The License granted for Software under this Agreement authorizes You on a non-exclusive basis to use the Software. The Software is licensed, not sold to You and Andora Consulting reserves all rights not expressly granted to You in this Agreement. The License is personal to You and may not be assigned by You to any third party.
Subject to the receipt by Andora Consulting of the applicable license fees, You have the right use the Software as follows:
You may use and install the Software according to your purchased license as described at for the particular products. You may also use the software in development, testing or staging environments.
Nothing in this Agreement shall permit you, or any third party to disclose or otherwise make available to any third party the licensed Software, source code or any portion thereof.
You agree not to modify, reverse engineer, adapt, disassemble or decompile the Software, or any portion thereof. You may not create derivative works based on the Software or any part thereof.
You acknowledge that all copies of the Software in any form are the sole property of ANDORA CONSULTING. You have no right, title or interest to any such Software or copies thereof except as provided in this Agreement.
You hereby acknowledge and agreed that the Software constitute and contain valuable proprietary products and trade secrets of Andora Consulting, embodying substantial creative efforts and confidential information, ideas, and expressions. You agree to treat, and take precautions to ensure that your employees and other third parties treat, the Software as confidential in accordance with the confidentiality requirements herein.
You agree to keep confidential all confidential information disclosed in accordance herewith, and to protect the confidentiality thereof in the same manner You protect the confidentiality of similar information and data of Your own but, without limitation exercising at least a reasonable degree of care in the protection of confidential information.
You acknowledge that the unauthorized use, transfer or disclosure of the Software will: (i) substantially diminish the value to Andora Consulting of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render inadequate Andora Consulting's remedy at law for such unauthorized use, disclosure or transfer; and (iii) cause irreparable injury in a short period of time. If you breach Your obligations with respect to the use or confidentiality of the Software, Andora Consulting shall be entitled to equitable relief to protect its interests including, but not limited to preliminary and permanent injunctive relief.
In consideration of the license rights granted herein, You shall pay the appropriate license fees, payable in Netherlands funds without deductions for taxes, assessments, fees, charges or setoffs. Payment of all license fees is due prior to Your first installation of the Software.
Andora Consulting represents and warrants to You that the Software, when properly installed by You, will perform substantially as described in the website located at www.andoraconsulting.com for a period of sixty (60) days from the date of Your initial installation of the Software. ("Warranty Period")
Andora Consulting's entire liability hereunder and Your exclusive remedy for any matter related hereto shall be, at Andora Consulting's option, either a) return of the license fee You paid, or b) repair and replacement of the Software upon its return to Andora Consulting, provided Andora Consulting receives written notice from You during the Warranty Period of a breach of warranty. Any replacement Software will be warranted for the remainder of the original Warranty Period or sixty (60) days, whichever is longer.
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT THE SOFTWARE IS PROVIDED TO YOU "AS IS", AND ANDORA CONSULTING MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO ITS FUNCTIONALITY, CONDITION, PERFORMANCE, OPERABILITY OR USE. WITHOUT LIMITING THE FOREGOING, ANDORA CONSULTING DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THE LIMITED WARRANTY HEREIN GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM ONE JURISDICTION TO ANOTHER.
YOU ACKNOWLEDGE AND AGREE THAT THE CONSIDERATION WHICH ANDORA CONSULTING IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY ANDORA CONSULTING OF THE RISK OF YOUR CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH YOUR USE OF THE SOFTWARE. ACCORDINGLY, YOU AGREE THAT ANDORA CONSULTING SHALL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS-OF-PROFIT, LOST SAVINGS, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF A LICENSING OR USE OF THE SOFTWARE.
The maximum liability of Andora Consulting to any person, firm or corporation in connection with any license, use or employment of the Software, whether such liability arises from any claim based on breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price paid to Andora Consulting by You for the Software whose license or use gives rise to the liability. The essential purpose of this provision is to limit the potential liability of Andora Consulting arising out of this Agreement and use of the Software. The parties acknowledge that the limitations set forth in this paragraph are integral to the amount of consideration paid herein in connection with the license of the Software and that were Andora Consulting to assume any further liability other than set forth herein, such consideration would have necessity be set substantially higher.
You agree to defend, indemnify and hold Andora Consulting and its employees, agents, representatives and assigns harmless from and against any claims, proceedings, damages, injuries, liabilities, costs, attorney's fees relating to or arising out of Your use of the Software or any breach of this Agreement.
You agree that you will not export or transmit the Software or any Applications, directly or indirectly to any restricted country or in any manner that would violate Netherlands laws and regulations.
Your license is effective until terminated. You may terminate it at any time by destroying the Software or returning all copies of the Software to Andora Consulting. Your license will terminate immediately without notice if You breach any of the terms and conditions of this Agreement, including non or incomplete payment of the license fee. Upon termination of this Agreement for any reason: You will uninstall all copies of the Software; You will immediately cease and desist all use of the Software; and will destroy all copies of the software in your possesion.
You agree to indemnify Andora Consulting for reasonable attorney's fees and costs in enforcing Andora Consulting's rights under this Agreement.
Andora Consulting has the right, but no obligation, to periodically update the Software, at its complete discretion, without the consent or obligation to You or any licensee or user.
This Agreement contains the entire understanding and agreement between the parties. All prior agreements or understandings, oral or written, are superseded by this Agreement. This Agreement may not be supplemented, modified, amended, released or discharged except by a written instrument signed by Andora Consulting. All captions and headings are for purposes of convenience and shall not affect the construction or interpretation of any of its provisions. Any waiver by either party of any default or breach shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or different kind. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
The validity, interpretation construction and performance of this Agreement shall be governed by the laws of the Netherlands. You hereby consent to the jurisdiction and venue of such courts, and waive any jurisdiction or venue defenses otherwise available.
You are responsible for paying all sales, use, excise valuated or other taxes or governmental charges in addition to freight, insurance and installation charges and import or export duties.