Grant of License
1.1 ProMark (hereafter PM) hereby grants to Customer, subject to the conditions and limitations contained in these Software License Terms and the Agreement, a non-exclusive, perpetual, non-transferable license to use the Software Product accessing one and only one Database Entity located at the defined Location of Database Entity.
1.2 The number of Input Sources within the Site(s) of Usage, whose data may be registered in the database, is limited to the actual number of Input Sources for which Customer pays the monthly SaaS Service fee. Customer/Site(s) of Usage must not exceed the number of Input Sources agreed to and paid for via the monthly SaaS Services fee.
1.3 It is the sole responsibility of Customer to ensure that actual Site(s) of Usage are as stated in Agreement and that Site(s) of Usage are not in breach of terms and conditions stated in these Software License Terms or the Agreement.
Third Party Software
2.1 The Software Product may include Third Party Software. The use of such Third Party Software is governed by terms and conditions stated in these Software License Terms or the Agreement.
Open Source Software
The Software Product does not include Open Source Software.
Conditions and Limitations
Only the Input Sources of Site(s) of Usage is allowed to input Transactional Data. However, Customer and its business partners are allowed to access and use the Software Product to establish and modify System Set-up and Master Data and to read, process and modify Transactional Data.
4.2 Additional Restrictions of Use
Customer is prohibited from causing or permitting the reverse engineering, disassembly or decompilation of the Software Product. In no event shall Customer or Users possess or control the Software Product or any related software code.
Intellectual Property Rights
5.1 PM is the owner of all intellectual property rights to the Software Product. Customer solely acquires a right of use to the Software Product and documentation delivered. This shall apply to the Software Product, including any subsequent Commercial Releases, Add-on, Hot Fixes, and PS Products. The Software Product is licensed to Customer and not in any way sold or otherwise transferred to Customer. All rights not expressly granted in the Software License Terms are reserved.
Limited Warranty on ProMark Software
6.1 PM Business Unit (Hereafter BU) warrants that ProMark Software will provide the facilities and functions and perform substantially in accordance with the documentation accompanying the Software Product. However, BU does not warrant that the operation will be uninterrupted or error free. PM BU’s exclusive remedy under this clause shall be limited to the correction of any reproducible errors or malfunctions, the replacement of the MI Software Product, or the provision of Hotfixes, Commercial Releases and other software Upgrades, or other corrections which PM BU at its sole discretion deems appropriate provided that:
- The Software Product has been used at all times properly and in accordance with instructions for use;
- No alteration, modification or addition has been made to the Software Product without BU’s prior written consent, and
- All data input in the database is through ProMark Software Product.
6.2 PM warrants that it has used commercially reasonable efforts utilising generally accepted industry tools and practices to provide the Software Product that does not contain any “time bombs”, “worms”, “viruses”, “Trojan horses”, “protect codes”, “data destruct keys” or other programming devices that are intended to access, modify, delete, damage, deactivate or disable the Software Product (“Malicious Code”). As Customer’s sole remedy for breach of the warranty, MI shall take action immediately to investigate, identify and remove such Malicious Code from the Software Product.
7.1 Except from the limited warranty in clause 6, Customer has no right to seek redress for defective Software Products. Customer’s rights pursuant to statute, common law, custom, trade usage, etc. are thus derogated from.
Desupported Software Products
8.1 PM reserves the right to desupport Software Products and in particular Commercial Releases of Software Products if the Agreement has been into force for five (5) years. PM will notify at least six (6) months in advance on PM Customer Portal when Software Product is to be desupported. In case of desupport Customer will have the SaaS Service fee for the desupported Software Product(s) cancelled.
9.1 Software Products reach the end of product life cycle for a number of reasons. These reasons may be due to market demands, technology innovation and development driving changes in the Product, or the Product simply mature over time and are replaced by Products with richer functionality.
9.2 PM recognizes that end-of-life milestones prompt Customer to review the way in which such end-of-life milestones impact processes, integrations, networks etc. With that in mind, PM states below end-of-life policy to assist Customer better manage the end-of-life transition and to understand the role PM can play to migrate to alternative ProMark Software Products and technology.
9.3 The general policy guidelines are:
9.3.1 PM will provide at least six (6) months’ notice of last date when the affected Software Product(s) can be ordered. This notice will appear on ProMark Customer Portal.
9.3.2 Customer Care assistance for the affected Software Products will be available 5 years from the announced end-of-life date. An additional period of maximum 3 years Customer Care assistance can be agreed upon in writing at increased price.
9.3.3 PM will latest in connection with notice of end-of-life make alternative Software Product(s) available for sale that ensure not only the necessary technical modernization, but also backward compatibility and that functionality available are substantially continued in the new Software Product(s).
PM may offer certain Software Products at no charge. The Customer’s use of non-chargeable Software Products is subject to any additional terms that we specify and is only permitted during a subscription term designated by PM . PM may modify or terminate Customer’s right to use non-chargeable Software Products at any time and for any reason in our sole discretion, without liability to you.
Non-chargeable Software Products are still under development, and may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Software Products. All information regarding the characteristics, features or performance of any non-chargeable Software Products constitutes our confidential information.
To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to non-chargeable products, including any support, warranty and indemnity obligations.