Lisence Agreement
UPC Consulting Ltd
Gerbyntie 18
650 Vaasa
Finland
Tel + 358 6 3218000
Fax + 358 6 3218001
E-mail print@upc.fi
VAT 0669241-5
UpCode is not responsible for any content on internet sites that their licensees link their Personal codes too.
1. GENERAL INFORMATION AND OWNERSHIP
The product is protected by copyright laws and international treaty provisions. All rights(including all intellectual property rights and such as copyright and trademark) to the Product and any new versions of it belong to UPC Consulting Ltd.
No other rights that hose explicitly mentioned herein are hereby granted to the Licensee.
2. GRANT OF LICENSE AND LIMITATIONS RELATING THERETO
Provided the Licensee is in compliance with all its obligations under this License Agreement, UPC Consulting hereby grants to the Licensee a non-exclusive and non-transferable license to use the Product (Icods) by the Licensee for enabling the linking of printed material to web based information globally.
The Licensee may not:
· transfer, assign or lease any of the rights granted hereunder to any third party.
· Reverse engineer, de-compile or disassemble the Product.
· copy the Product for any other purpose than what is technically necessary for it to be able to use the rights granted in this Agreement.
· Modify, develop or translate the Product.
· May not use the Product or portions of it to develop any competing products.
· Use the Product contrary to applicable laws and regulations.
· May not use the Product for any commercial or professional purposes.
The Product is licensed as a single product and neither the software programs or links constituting the Product or any new version or update of the Product may be separated for the use by the Licensee.
3. LICENSE PERIOD
License period starts from signing this License Agreement and ends after one year, a new license requires a new registration.
4. CONFIDENTIAL INFORMATION
The Licensee shall keep confidential, shall not disclose to any third party and shall not use in any other way than explicitly authorised in this License Agreement any information contained in or relating to the Product.
5. LIMITATIONS OF LIABILITY
The product is provided “as is” and any express or implied warranties, including, but not limited to, the implied warranties of merchantability, non-infringement of copyrights, trade secrets or any patent and fitness for a particular purpose are disclaimed. In no event shall the Licensor be liable for any direct, indirect, incidental, special, exemplary, or consequential damaged (including, but not limited to, procurement of substitute good or services; loss of use, data, or profit, or business interruptions) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this Product, even if advised of the possibility is such damage.
In no event shall Licensor´s aggregate liability in connections with this License Agreement or with the Product exceed the amount of the License Fees paid by the Licensee to the Licensor hereunder.
The Licensee shall defend, indemnify and hold UPC Consulting Ltd harmless from and against any and all claims, damages and liabilities which may be imposed on, incurred by or asserted against UPC Consulting Ltd arising out of or in connections with this License Agreement: including but not limited to the product liability and any other liability for the commercial utilization or other use of the Product by the Licensee.
6. TERMS AND TERMINATION
This License Agreement shall continue in force until terminated in accordance with this License Agreement or until any of the terms of this License Agreement by the Licensee, whichever is earlier.
In case of termination, the yearly license Fee already paid and other payments already made by the Licensee to UPC Consulting ltd shall not be refunded or returned to the Licensee.
Without prejudice to any other rights, either party shall have the right to terminate this License Agreement if the other party commits a material breach of this License Agreement and fails to remedy such breach within thirty( 30) days after written notice by the non-breaching party.
In the event of termination hereunder, the Licensee must return or destroy, at the Licensor´s option, all copies of the Product.
7. MISCELLANEOUS
This license is subject to Finnish Law (excluding its principles on conflict of laws). Any disputes arising out of this license, which cannot be solved amicably, shall be finally settled by the district court of Vaasa, Finland, except in the cases the Licensee has in any manner violated or threatened to violate UPC Consulting Ltd´s intellectual property rights, in which case UPC Consulting ltd may seek injunctive or other appropriate relief in any appropriate court, and the Licensee consent to exclusive jurisdiction of such courts.
All written notices required or permitted to be given by the terms of this License Agreement shall be sent by e-mail properly addressed to UPC Consulting Ltd at the adress info@upcode.fi
This License Agreement may not be assigned and no duties hereunder may be delegated by the Licensee, except as otherwise provided in this License Agreement or with the express prior written consent of UPC Consulting Ltd.
