End-User License Agreement for Evalesco(TM) Software Products and Upgrades
1. Parties to the Agreement / The Subject Matter of the Agreement
1.1 This is a non-exclusive, legally binding Evalesco End-User License
Agreement (hereinafter referred to as "EULA") between Evalesco A/S,
CVR/VAT no. DK10073618, Denmark (hereinafter referred to as
"Evalesco"), and you (hereinafter referred to as "End-User" (either an
individual or a legal entity)). By installing, copying, accessing,
downloading or otherwise using the Products, you agree to be bound by
the terms of this EULA.
1.2 The subject matter of this EULA is the licensing to End-User of
the software products delivered by Evalesco (hereinafter referred to
as the "Products"). The Products are licensed, not sold.
2. End-User's Rights and Obligations
2.1 End-User may use the licensed Products only for their intended
purpose. End-User may only use each license key for one (1)
installation at a time.
2.2 If the Products are marked as Demonstration or Trial versions,
End-User is only entitled to use the Products for their intended
purpose and only for the limited period for which it was issued (e.g.
30-day trial license etc.). Any deviation from this section requires
prior written consent from authorized personnel of Evalesco.
2.3 End-User shall pay for the Products in accordance with the
Agreement between End-User and Evalesco or an authorized Evalesco
2.4 End-User may not sub-license, rent, lease or lend the Products. A
separate agreement for Service Providers that wish to resell the
Products as a web-based service is available on request.
2.5 It is End-User's responsibility to secure that any possible
hosting provider or other pertinent third party accepts and obeys the
terms of this EULA on behalf of the End-User. Such third party may
only accept this EULA on behalf of the End-User with prior written
consent from the End-User. Evalesco can at any time demand the third
party to present written authorization from the End-User.
2.6 End-User grants to Evalesco permission to use the End-User's
company name, logos and other trademarked material in Evalesco
promotional materials, except if prohibited or limited explicitly in a
3. Evalesco's Rights and Obligations
3.1 Evalesco shall render support services to End-User only in case
authorized Evalesco Reseller has not fulfilled an obligation to render
agreed support services to End-User or if Evalesco deems this to be
necessary (e.g. in case of direct sales to End-User). With respect to
technical information that End-User provides to Evalesco or to
authorized Evalesco Reseller as part of the support services, Evalesco
may use such information for its business purposes, including for
product support and development. Evalesco shall under no circumstances
utilize such technical information in a form that identifies End-User,
unless separate written agreement states otherwise. Any supplemental
software code provided to End-User as part of the support services
shall be considered part of the Products and subject to the terms and
conditions of this EULA.
3.2 Evalesco or Authorized Reseller shall receive reasonable payment
for any support services rendered under section 3.1.
3.3 Section 3.2 does not apply in case the End-User is covered by a
valid Upgrade & Service Subscription Agreement purchased from Evalesco
or Authorized Reseller.
4. Evalesco Authorized Reseller's Right to Sub-license the Products
4.1 Your Evalesco Authorized Reseller may make a one-time transfer of
the license to the Products only directly to an end-user (or a Service
Provider upon separate agreement). Such transfer may not be by way of
consignment or any other indirect transfer. End-User agrees to comply
with the terms of this EULA, including the obligation not to further
transfer this EULA and Products, cf. section 2.4.
5. Duplication Rights / Back-Up Copy
5.1 End-User may make copies of the Products to the extent that such
activity is permitted under mandatory statutory applicable law.
5.2 After installation of the Product(s) pursuant to this EULA you may
keep a copy on the original media on which the Products were
stored/provided and a copy for back-up and archival purposes.
5.3 The rights granted in section 5 of this EULA do not include the
rights to use one (1) license key for several installations at a time,
cf. section 2.1.
6. Reverse Engineering, De-Compilation, Disassembly, and Decoding
6.1 End-User or Reseller may not reverse engineer, de-compile,
disassemble or decode the Products, except and only to the extent such
activity is expressly permitted under mandatory statutory applicable
7.1 This EULA does not grant End-User any rights in connection with
any trademarks or service marks of Evalesco or Authorized Reseller or
other suppliers of the Products.
8. Upgrades and Support
8.1 Products identified as upgrades (major) or updates (minor) replace
and/or supplement the licensed Products.
8.2 End-User is only entitled to licenses to upgrades if End-User is
covered by a valid Upgrade & Service Agreement with Evalesco or
Authorized Reseller. End-User may use the upgraded Products only in
accordance with the terms of this EULA.
8.3 End-User is only entitled to technical support (only via telephone
and/or internet) if End-User has a valid Upgrade & Service Agreement
with Evalesco or Authorized Reseller.
8.4 End-User is entitled to access the web site of Evalesco and its
support contents and documentation by means of user registration and
9.1 The Products are protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and
9.2 All title and intellectual property rights in and to the Products
(including but not limited to any images, photographs, animations,
video, audio, music, text, and "applets" incorporated into the
Products), the accompanying printed or on-line materials, and any
copies of the Products are owned by Evalesco, Authorized Resellers or
Evalesco suppliers. All rights not expressly granted are reserved by
10. Limited Warranty
10.1 Evalesco warrants that the Products will perform substantially in
accordance with the accompanying written materials for a period of 360
(three-hundred-and-sixty) days from the date of receipt/invoice.
11. Disclaimer and Other Warranties
11.1 The limited warranty, cf. section 10, is the only express
warranty made to End-User and is provided in lieu of any other express
warranties (if any) created by any documentation. Except for the
limited warranty, and to the maximum extent permitted under mandatory
statutory applicable law, Evalesco and Authorized Reseller provide the
Products "as is", and hereby disclaim all other warranties and
conditions, either express, implied or statutory, including, but not
limited to, any (if any) implied warranties or conditions of
merchantability, of fitness for a particular purpose, of lack of
viruses, of accuracy or completeness of responses, of results, and of
lack of negligence or lack of workmanlike effort, all with regard to
the Products, and the provision of or failure to provide support
services. Also, there is no warranty or condition of title, quiet
enjoyment, quiet possession, correspondence to description or
non-infringement with regard to the Products.
12. End-User's Exclusive Remedy and Evalesco's Entire Liability
12.1 End-User's exclusive remedy and Evalesco's entire liability, cf.
also section 14, shall be, at Evalesco's option from time to time,
(a) return of the price paid (if any), or
(b) repair or replacement of the Products that do not meet the Limited
12.2 End-User will receive the remedy elected by Evalesco without
charge, except in the event that End-User is responsible for any
expenses that End-User may incur.
12.3 This Limited Warranty is void if failure of the Products is a
result of accident, abuse, misapplication, abnormal use or a virus.
13. Limitation of Liability. Exclusion of Incidental, Consequential
and Certain Other Damages
13.1 To the maximum extent permitted under mandatory statutory
applicable law Evalesco shall in no event be liable for any special,
incidental, indirect, or consequential damages whatsoever (including,
but not limited to, damages for loss of profits or confidential or
other information, for business interruption, for personal injury, for
loss of privacy, for failure to meet any duty including of good faith
or of reasonable care, for negligence, and for any other pecuniary or
other loss whatsoever) arising out of or in any way related to the use
of or inability to use the Products, or other obligations under or in
connection with any provision of this EULA, even in the event of the
fault, tort (including negligence), strict liability, breach of
contract or breach of warranty of Evalesco or any supplier, and even
if Evalesco or any supplier has been advised of the possibility of
14.1 Without prejudice to any other rights, Evalesco may terminate
this EULA if End-User fails to comply with the terms and conditions of
this EULA. In such event, End-User must destroy all copies of the
14.2 End-User may terminate End-User's license at any time. If
End-User does so, all End-User's licenses to the Products are
terminated and any use of the Products shall discontinue, and End-User
must destroy all copies of the Products.
15. Venue and Applicable Law
15.1 All disputes arising under this EULA shall be dealt with only by
The Maritime and Commercial Court (S�- og Handelsretten) of Denmark
and in accordance with Danish law without reference to its choice of
law provisions or The Conventions on the International Sale of Goods
Upgrade & Service Subscription Agreement for Evalesco Software Products,
Upgrades and Service
1.1 This Upgrade & Service Subscription Agreement (hereinafter
referred to as the U&S Agreement) lays down the extent to which
Evalesco shall perform upgrades, cf. section 2.1, as well as the
content of such Upgrades.
2.1 An Upgrade shall be construed as an upgrade of a part of the
Product(s) delivered by Evalesco, which Product(s) contain(s) new
technology and/or functionality. In terms of versioning numbers, an
Upgrade is defined by a change of the X.Y ciphers in the total X.Y.Z
Product versioning number, while a change in the Z cipher indicates a
product update only, available to all End-Users of the given X.Y
3. End-User's Rights and Obligations
3.1 End-User is entitled to download, install and use all Upgrades
implemented (released) throughout this U&S Agreement period, and shall
therefore have access to Upgrade license keys accordingly.
3.2 End-User is entitled to receive a reasonable amount of Service
(technical support via telephone or internet) from Evalesco or
Authorized Reseller throughout this U&S Agreement period without
further charge. Service exceeding reasonable amounts shall be charged
according to Evalesco's or Authorized Reseller's current conditions,
3.3 End-User shall render any required and reasonable assistance to
Evalesco in connection with implementation of Upgrades.
3.4 End-User is not entitled to assign its rights and obligations
under this Agreement.
4. Evalesco's Rights and Obligations
4.1 Evalesco shall develop and implement (release) at least two (2)
annual Upgrades, cf. section 2.1.
4.2 Evalesco or Authorized Reseller shall provide the Service, cf.
section 3.2, during its office hours (for Evalesco: 9.00am through
16.30pm GMT+1). Service is generally not available during public
5.1 The annual U&S Agreement fee is listed in the current pricelists
of Evalesco or in a separate agreement.
5.2 The U&S Agreement is mandatory for the first year (running 12
months) after the first and initial purchase of the Products. The U&S
Agreement will enter into effect from the 1st of the month following
the date of invoice of the first and initial purchase of the Products.
The U&S Agreement is optional for the following U&S Agreement periods.
5.3 The amount due is charged every year on the day and month of the
start of the U&S Agreement (the 1st day of the given month). The terms
of payment are 8 days net from the date of invoice.
5.4 Overdue outstanding amounts will be charged with an interest
equivalent to the discount rate (according to the National Bank of
Denmark) + 6% from the due date until the payment is effectuated.
5.5 Evalesco will make efforts not to alter the amount of the annual
payment. However, Evalesco is entitled to alter the amount of the
annual payment by three (3) months prior written notice, in which
event End-User is entitled to terminate the U&S Agreement with
6.1 If End-User is in material breach of its obligations under this
U&S Agreement or under the End-User License Agreement for Evalesco
Software Products and Upgrades (EULA), Evalesco is entitled to
terminate the U&S Agreement immediately. In such event End-User is not
entitled to have any advance payment reimbursed pursuant to section
7.1 End-User is entitled to terminate this U&S Agreement by three (3)
months notice with effect from the end of the current U&S Agreement
7.2 Evalesco is entitled to terminate this U&S Agreement by three (3)
months notice from time to time. In such event, however, End-User is
entitled to have a proportionate part of the advance payment
8. Other Provisions
8.1 The use of the Upgraded Products are subject to the EULA, cf. EULA
section 8.2, also including sections 13 and 15.