License Agreement means these Riada Insight AWS Integration License Terms and Conditions applicable to the Software.
Parties means the Licensee and Licensor.
Party means either Licensee or Licensor.
Licensee means the legal entity that has licensed the Software by accepting the License Agreement.
Licensor Riada Development AB, Kungsgatan 58, SE-111 22 Stockholm, Sweden
Product Website means the section of the website “https://documentation.riada.se/” pertaining to the Software, or other such website which Licensor directs Licensee to at a later date.
Software means, excluding Third Party Software, Licensor’s software “Insight AWS Integration”, including any updates, new releases and modifications which are licensed by Licensor to Licensee under this License Agreement.
Term shall have the meaning given in section 10.
Third Party Software shall mean software developed and licensed to you by a third party as listed on this page along with applicable terms and conditions.
Current Term means the current twelve month period of the Term.
Yearly License Fee shall have the meaning given in section 2.
The yearly license fee, to be paid by Licensee to Licensor in advance per Term (“Yearly License Fee”) is stated on the Product Website and is subject to Licensor’s continuous revision.
The failure of Licensee to pay the Yearly License Fee in time will result in, without affecting any additional remedy Licensor may have, the license stipulated in this License Agreement being revoked pending full payment from Licensee.
Grant of license
Licensor grants and the Licensee hereby accepts a non-exclusive, non-transferable, non-sublicensable license to use the Software on the terms and conditions set out in this License Agreement. The Software may be used as explicitly permitted by this License Agreement for internal operations only and within the Licensee entity sharing the same corporate identification number.
The Licensee must at all time ensure that the Software is used by the Licensee in accordance with this License Agreement. If the Licensee becomes aware of any unauthorized use or distribution of the Software by any person or entity, then the Licensee must advise Licensor in writing without delay.
Restrictions on use
Licensee shall not, and shall not permit others to: (a) use the Software for time sharing, rental or service bureau use; (b) sell, sublicense, lease, distribute, reproduce, assign, grant a security interest in or otherwise transfer the Software or any rights therein; (c) modify, translate, reverse engineer, decompile or disassemble the Software or otherwise attempt to derive the source code of the Software (except to the extent provided by mandatory law); (d) create derivative works based on the Software.
Licensor warrants that the Software during the Term will perform substantially in accordance with the description given on the Product Website. The limited warranty expires (a) upon the Licensee’s use of the Software contrary to the instructions given in the Product Website, (b) the Licensee’s breach of this License Agreement, (c) the Licensee’s failure to install recommended up-dates of the Software (d) the failure of the Licensee to comply with the hardware and software requirements found on the Product Website, (e) the failure of Licensee to procure and maintain valid licenses and up-dated versions of the software “Insight” and “JIRA”, (f) failure of Licensee to pay the Yearly License Fee in time.
Licensor’s entire liability and Licensee’s exclusive remedies under the limited warranty above will be, at Licensors option, for Licensor to a) replace, modify or repair the Software, or b) refund Licensee with a maximum amount equaling the Yearly License Fee of the twelve month period in which the breach of the limited warranty occurs. Licensee will allow a reasonable time for Licensor to choose and perform the remedy of Licensor’s choice.
No other warranties
To the maximum extent permitted by applicable law, Licensor disclaims all other warranties whether express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.
Third party Software
The Software is compiled together with Third Party Software. The license terms with Third Party Software apply to your use of them, and Licensor is not liable for them.
Service and support
During the Term and provided Licensee has a valid license to the Software, Licensor offers maintenance and support services concerning the Software.
The details and conditions of the offered maintenance and support services can be found on the Product Website and are subject to Licensor’s continuous review.
During the term and provided Licensee has a valid license to the Software, the Licensee shall have free access to any up-dates or new releases of the Software released by the Licensor.
Software & hardware requirements
The Software is designed to run together with, and requires for the intended functionality to be achieved, the softwares “Insight” and “JIRA”. Additional software and hardware requirements can be found on the Product Website.
Term and termination
This License Agreement comes into force upon the Licensee’s accepting of the terms and conditions herein, and remains in force in continuous twelve month periods (the “Term”). The License Agreement can be terminated by either Party by giving one (1) month written notice prior to the end of such twelve month period.
This License Agreement may be terminated by either Party if the other Party commits a material breach of this License Agreement. Either Party will have thirty (30) calendar days following receipt of written notice to remedy any material breaches. Immediately upon termination, the Licensee must permanently destroy any and all copies, whole or in part, of the Software or any Software documentation and provide Licensor with written confirmation of such destruction.
Clauses 1, 2, 4, 8, 11, 12, 13, 16 and 17 shall survive any termination of this License Agreement.
Limitation of liability
Licensor shall not be liable to Licensee or any other person or entity for any loss, damage, cost, expense or other claim (including consequential, direct, indirect, special, punitive or other damages and loss of data or profits) in relation to the Software or Third Party Software including, without limitation: (a) any use or reliance on the Software or Third Party Software; (b) any delay, interruption or other failure in the provision of the Software or Third Party Software; or (c) any change in the form or content of the Software or Third Party Software. In no event will Licensor’s aggregate liability under any claims arising out of this License Agreement exceed the amount of the Yearly License Fee for the twelve month period in which the claim arises. Licensor shall not be liable for lost profits or for special, indirect, incidental or consequential damages, regardless of the form of action, even if Licensor is advised of the possibility of such damages. The foregoing liability limitations shall apply to the maximum extent allowed by applicable law.
Proprietary rights and confidential information
The Software is owned by Licensor and is protected by Swedish copyright laws, international treaty provisions and all other applicable national laws. The Licensee’s rights in the Software are limited to those expressly granted in this License Agreement. Licensor and the Licensee agree to maintain each other’s confidential information in strict confidence. The Parties agree to not reveal each other’s confidential information to any third party or to use each other’s confidential information for any reason other than to exercise rights or obligations clearly contemplated by this License Agreement.
This License Agreement constitutes the exclusive statement of the understanding between the Parties with respect to the matters set forth herein, and supersedes all other agreements, negotiations, representations and proposals, written and oral.
This License Agreement may not be amended without the prior written approval by Licensor.
Neither the Licensee nor Licensor may assign its rights and/or obligations under the License Agreement between Licensee and Licensor (in whole or in part), at any time, without the prior written consent of the other Party. However, Licensor shall be entitled to assign the License Agreement to any company within its group of companies, provided that in each case, (a) the Licensee is notified in writing within ninety (90) days of such assignment, (b) the assignee agrees to be bound by the terms and conditions contained in this License Agreement.
If any clause of this License Agreement is held to be unenforceable or invalid for any reason, the clause shall be amended in accordance with applicable law to the fullest extent possible to reflect the original intent of the Parties and the remainder of the provisions of this License Agreement shall remain in full force and effect.
Use of Licensee’s trademark etc.
Licensee hereby grants Licensor the right to use Licensee’s business name, trademark and logotype on Licensor’s website and in Licensor’s marketing material for the purpose of displaying Licensee as a reference customer. Licensee can at any time revoke this right in writing, and upon such revocation, Licensor shall remove all references to Licensee and Licensee’s trademark from its website and the marketing material in Licensee’s control within thirty (30) business days.
Applicable law and disputes
The License Agreement between Licensor and the Licensee shall be governed by the substantive laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the agreement, or the breach, termination or invalidity thereof, shall, with the exclusion of any other courts, be settled at the Stockholm District Court, Sweden.