This End User License Agreement (“Agreement”) sets out the terms and conditions applicable to Licensee’s exploitation of the CloudBucklt application and service (the “Services”) that is made available under this Agreement. Licensee agrees to be bound by the terms and conditions of this Agreement by installing, copying or otherwise use the Services. If Licensee does not agree, Licensee is not allowed to install, copy, use or otherwise exploit the Services in whole or in part in any manner.
1. Grant of License
1.1 Subject to Licensee’ acceptance of and compliance with the terms and conditions of this Agreement, including without limitation the obligations to complete the user registration and pay the license fees to Licensor, Licensor hereby grants Licensee a limited, personal, non-exclusive, non-perpetual, and non-transferable right to install and run the Services on single computer, mobile device or similar equipment solely for the purpose of enabling Licensee to access and use the Services for Licensee’s own personal and non-commercial use only.
1.2 By using the Services you represent and warrant that you have the legal capacity to enter into this Agreement and that you are equal to or older than the minimum age required by your jurisdiction to enter into contracts without parental consent.
2. Restrictions and limitations
2.1 Except as otherwise expressly permitted under mandatory applicable law, Licensee is not entitled to do any of the following, nor permit any third party to do any of the following; (i) reverse-engineer, disassemble or decompile the software used in the Services or in any other way attempt to investigate, tamper with and/or discover the source code and/or the principles on which the software used in the Services is based, (ii) copy, distribute, make available, sub-license, rent, lend or otherwise dispose of the Services, (iii) alter, modify or otherwise change the Services made available under this Agreement and Licensee shall thus only be entitled to access and use the Services in the form as made available by Licensor, (iv) exploit the Services for the purpose of accessing or attempting to access any third party content or in any other manner exploit or attempt to exploit the Services in a manner not intended pursuant to this Agreement, or (v) change or remove any marks and notices concerning copyright, patents, trademarks or other rights placed on, applied to or otherwise implemented in the Services.
2.2 Licensee is obligated to obtain all necessary rights and/or title to any and all content prior to any storage of such content using the Services. Without limiting the generality of the aforesaid, Licensee may under no circumstance store any content in violation of (i) any third party intellectual property rights and/or (ii) any applicable legislation. The Licensor is entitled to delete any content that in the sole discretion of Licensor constitutes a breach of the aforesaid undertaking by Licensee and Licensee shall not be entitled to any compensation in that respect.
3. Upgrades, support and maintenance
3.1 Licensee may provide Licensor with feedback based on Licensee’s experiences obtained using the Services which feedback may include matters such as usability, bug reports, test results, errors, user applicability, user friendliness etc.
3.2 Licensor undertakes no obligations to provide any upgrades, support and/or maintenance services to Licensee under this Agreement. Licensor’s sole obligation under this Agreement is to make available the Services. Licensor undertakes no obligations or liability with respect to any technical means necessary for Licensee to access and use the Services as made available and any and all costs and risks in this respect shall thus remain solely with Licensee.
3.3 Licensor may extend, enhance, or otherwise modify the Services at any time without notice. Further, Licensor may at its sole discretion disable any part of the Services at any time without notice to Licensee.
4. Intellectual Property Rights
4.1 The Services is protected by copyright laws and other applicable legislation on proprietary rights and intellectual property rights. Licensor and/or third party vendors are the sole proprietors and own and retain any and all intellectual property rights including without limitation copyrights, patent rights, trademark rights, know-how etc. in and to the Services.
4.2 Except as expressly stated in clause 1.1, Licensee is not granted any rights whether directly or indirectly to access, use or otherwise exploit the Services in any manner. All rights not expressly granted are reserved by Licensor.
5. License Fee
5.1 This Agreement is subject to Licensee’s payment of the applicable license fees as set out at the website www.cloudbuckit.com
5.2 Licensor is entitled in Licensor’s sole discretion to increase the license fees payable and/or the terms and conditions applicable to payment of license fees with at least three (3) months prior written notice to Licensee. In the event that Licensee does not agree to such increase of the license fees and/or the terms and conditions applicable to payment of the license fees, the sole remedy of Licensee shall be to terminate this Agreement in accordance with section 9.
5.3 In no event shall Licensee be entitled to claim any refund of any license fees already paid or accrued.
6.1 The Licensee shall compensate, defend and indemnify Licensor from and against any claims, damages and losses to the extent that such claims, damages or losses are a result of (i) Licensee’s breach of this Agreement, (ii) any breach of any third party’s intellectual property rights and/or (iii) any breach of any applicable legislation. The aforesaid indemnification shall apply irrespective of whether claims, damages and/or losses are awarded by a court or agreed between Licensor and a third party.
7. Disclaimer of warranties
7.1 The Services are provided on an “as is” basis and the Licensee accepts that the Services may contain errors that could cause failures or loss of data and may be incomplete or contain inaccuracies. To the maximum extent permitted by applicable law, Licensor disclaims any and all warranties, representations and conditions, whether express, implied or statutory, including without limitation any warranties, duties or conditions of or related to merchantability, fitness for a particular purpose, lack of viruses, accuracy or completeness of responses, results, correspondence to description, non-infringement, workmanlike effort and lack of negligence with respect to the Services and the entire risk related to the aforesaid matters shall thus remain solely with Licensee.
8. Limitation and exclusion of Liability
8.1 To the maximum extent permitted by applicable law, Licensor shall not be liable towards Licensee or any third party for any direct, indirect, punitive or other damages or losses including, without limitation, damages for loss of profits, business interruption, loss of data/content or the restoration hereof, product liability or personal injury arising out of the use of or inability to use the Services or parts hereof. The aforesaid exclusions and limitations shall apply irrespective of whether such damages or losses are caused by acts or omissions by Licensor attributable to Licensor as negligent (including both gross and simple negligence) or incidental.
8.2 In addition to the exclusions and limitations of liability set forth in clause 7and this clause 8, the entire liability of Licensor (and irrespective of the basis of such liability) to pay any damages, compensation or any other amounts during the term of this Agreement shall be limited and capped to an aggregate amount equal to the total aggregate license fee actually paid by Licensee to Licensor for the provision of the Services during the preceding twelve (12) months prior to the act or omission that the liability arises from.
9. Term and Termination
9.1 This Agreement shall come into force and be effective as of the date of Licensee’s installation for the first time of the software licensed pursuant to this Agreement (“Effective Date”) and shall continue in full force and effect until terminated by either party in accordance with this section 9.
9.2 Either party may terminate this Agreement for convenience with at least 6 months prior written notice at any time.
9.3 In case of Licensee’s material breach of this Agreement, Licensor is entitled to terminate this Agreement with immediate effect. Without limiting the generality of the foregoing (i) any failure by Licensee to pay any license fees due and/or (ii) any failure by Licensee to comply with the terms and conditions of this Agreement shall be deemed a material breach of this Agreement.
9.4 Notwithstanding anything to the contrary set out in section 9.1, if Licensee has acquired a trial license only for the Services, this Agreement shall cease automatically and without notice at the end of the trial period as set out at the webpage www.cloudbuckit.com
9.5 Upon termination of this Agreement and irrespective of the reason for such termination, Licensee shall immediately (i) cease to use the Services and (ii) Licensor shall be entitled to delete any and all content stored at the date of expiration of this Agreement and it shall thus remain the sole responsibility of Licensee to ensure that any content stored is removed by Licensee prior to expiration of this Agreement.
9.6 Clauses 2, 4, 6, 7, 8and 10in this Agreement shall survive any termination hereof.
10.1 This Agreement constitutes the entire, full and complete agreement between Licensee and Licensor concerning the subject matter hereof and supersedes any and all prior agreements whether oral or in writing. Representations by Licensor, whether oral, in writing, electronic or otherwise, that are not expressly set forth or referred to in this Agreement shall not be binding upon Licensor and do not constitute part of this Agreement.
10.2 Licensee shall not be entitled to assign this Agreement or any of Licensee’s rights or obligations under this Agreement to any third party without the prior written consent of Licensor.
10.3 A party shall not be liable for non-performance of its obligations (other than failure to pay any amounts due) in the event that a situation arises beyond its reasonable control including failure or breakdown of telecommunications networks and lines, regulations by government authorities, lock-outs, strikes, infrastructure breakdowns, natural disasters, epidemics, pandemics, acts of terrorism, fires, floods, storms, fire storms, sabotage, vandalism, damages caused by computer virus, hacking, war, civil wars, riots, nuclear disaster etc.
10.4 This Agreement shall be governed by and construed in accordance with Danish law however excluding (i) any rules concerning choice of law and (ii) the UN Convention on Contracts for the International Sale of Goods (“CISG”), which shall not apply. Any disputes arising from this Agreement shall be subject to the jurisdiction of the ordinary Danish courts.
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