License Agreement Only Once Software

Last revised: 8 July 2016.

Agreement
Only Once B.V. (“Service Provider”) whose principal office is at Peppelkade 48, 3992 AK, Houten, The Netherlands, licenses its beta software product “Only Once” (“Software”) and all accompanying support documentation (“Documentation”) to Licensee (“Licensee”) subject to the terms contained in this Beta License Agreement (“Agreement”) for the duration of the beta period (the Beta Period). The Software is copyright protected and is licensed to Licensee only under this Agreement.

This Agreement constitutes the complete and exclusive Agreement between Licensee and Service Provider with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended, except in a writing, duly signed by Licensee and an authorized representative of Service Provider.

Assent to Be Bound
By clicking the “I agree …” checkbox on the Only Once account registration page and/or by installing, copying or otherwise using this Software, you agree to be bound by the terms of this Agreement. If you do not agree with any term or condition, do not click “I accept …” and/or do not download, order, open, install or use the Software.

Disclaimer
The Software licensed hereunder may contain defects and a primary purpose of this beta testing license is to obtain feedback on the Software performance and the identification of defects. The Software is not sold to Licensee and should not be used in production environments and has not been released for sale, distribution or usage for the general public. Licensee is advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of the Software, Documentation and/or accompanying materials. The Software and Documentation are licensed “as is”, and Service Provider disclaims any and all other warranties, whether express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose, to the extent authorized by law. Without limitation of the foregoing, Service Provider expressly does not warrants that the Software will meet Licensee requirements or that operation of the Software will be uninterrupted or error free. Licensee accepts responsibility for selecting the Software to achieve Service Provider’s intended results, and for the results obtained from Licensee use of the Software. Licensee shall bear the entire risk as to the quality and the performance of the Software and of losing the entered data by Licensee.

Software technical support
Service Provider will provide Licensee reasonable technical support under the terms of this Agreement. Service Provider provides no assurance that any specific errors or discrepancies in the Software will be corrected.

Grant of License
Subject to the terms and conditions of this Agreement, Service Provider hereby grants to Licensee a non-exclusive, non-transferable license (without the right to sub-license) (i) to use the Software in accordance with, if any, the Documentation and instructions of the Service Provider solely for purposes of internal testing and evaluation.

Service Provider does not guarantee that the Software provided for beta testing purposes will be upwards compatible with future versions of the Software.

Restrictions on Grant of License
Except as otherwise specifically permitted in this Agreement, Licensee may NOT: (a) modify or create any derivative works of any Software or documentation; (b) copy the Software (c) separate the Software, which is licensed as a single product, into its component parts; (d) sublicense the Software (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code of the Software; (f) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Software, (g) transfer the Software itself to a third party (h) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels of the Software; (i) publish any results of tests run on any Software to a third party without Service Provider’s prior written consent; or (j) use the Software by more users than have been licensed.

Confidentiality
Licensee agrees that, unless otherwise specifically provided herein or agreed by Service Provider in writing, the Software and the Documentation, including the specific design and structure of the Software, provided to Licensee by Service Provider constitute confidential and proprietary information of Service Provider. Licensee shall permit only authorized users, to use the Software or to view the Documentation. Licensee agrees not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Service Provider. Licensee agrees to implement reasonable security measures, such as up to date virus and malware scanners and the use of strong passwords, to protect confidential information and use best efforts to maintain the security of the Software and Documentation provided by Service Provider. Licensee will use best efforts to cooperate with and assist Service Provider in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.

In addition to the other liabilities as provided for in this Agreement, Licensee shall be liable to Service Provider a penalty of EURO 100,000.- for each act of breach of and EURO 10,000.- for each day such breach continues, with a maximum of EURO 1,500,000.-.

Feedback
Licensee shall provide to Service Provider reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability and bug reports, with respect to the Software (“Feedback”). When Licensee provides Feedback to Service Provider, Licensee shall grant Service Provider the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to use, make, copy, modify, sell, distribute, sub-license, and create derivative works of the Feedback; (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of the Software; (iii) solely with respect to Licensee’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into Service Provider Software, products, technologies or services. Further, Licensee warrants that Feedback is not subject to any license terms that would purport to require Service Provider to comply with any additional obligations with respect to any Service Provider products that incorporate any Feedback.

Ownership and intellectual property
Title to the Software and all copies, including the integrated Feedback, thereof remain with Service Provider. The Software is copyright protected by Dutch law and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software.

Limitation of Liability
Any Download and use of the Software is done at the Licensee’s own risk and the Licensee will be solely responsible for any damage whatsoever.

Provision of the Software under this Agreement is experimental and shall not create any obligation for Service Provider to continue to develop, support, repair, offer for sale or in any other way continue to provide or develop Software either to Licensee or to any other party.

Service Provider’s cumulative liability to Licensee or any party related to Licensee for any loss or damages arising, including consequential damage out of or relating to this agreement, or installation or use of the Software and Documentation shall not exceed the amount of license fees paid to Service Provider by Licensee under this Agreement. This limitation applies to all causes of action or claims in the aggregate, including, without limitation, breach of contract, breach of warranty, indemnity, negligence, strict liability, misrepresentation, and other torts. In no event shall Service Provider be liable to licensee or any party related to Licensee for any indirect, incidental, consequential, special, exemplary, or punitive damages or lost profits, even if Service Provider has been advised of the possibility of such damages.

Governing law and choice of forum
To the exclusion only of the provisions of the United Nations Convention of Contracts for the international Sales of Goods (CISG), this Agreement shall be governed by and interpreted in accordance with the laws of the Netherlands. Any claim or dispute arising in connection with this Agreement shall be resolved in the competent courts of Utrecht. To the maximum extent permitted by law, Licensee hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.

License Period
Licensee’s rights with respect to the Software will automatically terminate at the end of the Beta test period (when applicable) or when the Software is taken out of service and/or upon commercial release of the Software. Either party may terminate this Agreement at any time for any reason or no reason. Upon termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall automatically and immediately terminate, and Licensee shall immediately cease using the Software, and will return to Service Provider any Documentation, copies thereof and any items in Licensee’s possession provided by Service Provider in relation to the Software.

Agreement changes
We may change this License agreement from time to time. We therefore encourage you to refer to this agreement on an ongoing basis.

Archived version: 8 December 2015.

Questions and feedback

Please send us your questions and comments about privacy to legal@onlyonce.com.