UDO for SAP PI/PO Software License Agreement
PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY BEFORE USING ANY OF THE SOFTWARE. BY DOWNLOADING, COPYING, INSTALLING OR USING THE SOFTWARE, YOU ARE ACCEPTING ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS THEN YOU MUST NOT DOWNLOAD, COPY, INSTALL OR USE THE SOFTWARE.
This Software License Agreement is a legal agreement between you (“You”) and Arianim GmbH, a Swiss software company, with a principal place of business in Basel Switzerland.
Arianim GmbH has developed the “UDO for SAP PI/PO” Software (“UDO Software”), an ‘analytics and documentation tool’ in the SAP PI space. Arianim GmbH grants you a limited, non-exclusive, non-transferable license to use the “UDO Software”, subject to the terms and conditions within this Software License Agreement. The license is valid for the number of PI Scenarios specified at the time of ordering (and embedded within the License Key). The license is valid until the expiry date specified at the time of ordering (and embedded within the License Key). The license is valid for the SAP system ids specified at the time of ordering (and embedded within the License Key). You may use the UDO Software solely for your internal business purposes by your employees, agents, contractors and consultants. You may not allow any copies of the UDO Software, or any part of it, to be distributed to anyone else. You may use the UDO Software from multiple client computers within your company. There are two license models available, the “Subscription Based” license model, and the “License plus Maintenance” license model. The Subscription Based license is valid until the expiration date. The License plus Maintenance license model does not have an expiry date, and entitles you to upgrades and support while the annual Maintenance fees specified at the time of ordering continue to be paid. The License Model required will be specified at the time of ordering.
Ownership and Proprietary Rights
The UDO Software is licensed and is not sold. Arianim GmbH is, and remains, the owner of all titles, rights, intellectual property, and any other interests in the UDO software.
The UDO software, license, media and documentation may not be leased, transferred, sold, assigned, sub-licensed or otherwise distributed (whether by operation of law or otherwise) to another party without Arianim’s prior written consent. You may not reverse-engineer, disassemble, decompile or otherwise attempt to reveal the source code of UDO, except as expressly permitted by law. You may not attempt to circumvent any of the encryption methods, PI scenarios limit checks, license key checks, system id restrictions, and expiry date checks employed by UDO.
If the UDO Software was provided for free (for example, UDO Lite and UDO Evaluation), then no warranty is provided. If the UDO Software license was purchased, then warranty is limited to correction of defects, at the sole discretion of Arianim GmbH. If Arianim is unable to provide a suitable fix for the defect, then you are entitled to terminate the contract.
Limitation of Liability
TO THE EXTENT NOT PROHIBITED BY LAW, ARIANIM SHALL NOT BE LIABLE FOR ANY LOSS OR INACCURACY OF DATA, LOSS OF PROFITS OR INDIRECT, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY ARIANIM EMPLOYEES, THE TOTAL LIABILITY OF ARIANIM, IF ANY, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE UDO SOFTWARE SHALL NOT EXCEED AN AMOUNT EQUAL TO THE LICENSE FEES PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM.
Swiss VAT is added to the net price of the software, for companies based in Switzerland and Liechtenstein. If you are located outside of Switzerland and Liechtenstein, VAT is not applicable and the UDO Software is sold tax free. Other local taxes may apply in other countries, and it is your responsibility to take care of these other tax liabilities.
This Software License Agreement entitles you to upgrades and support until the expiry date, when the Subscription Based Model is used. When the License plus Maintenance Model is used, you are entitled to upgrades and support while the annual Maintenance fees specified in the original order continue to be paid.
In case of material breach of this Agreement it may be terminated by either party upon 30 days written notification of the intent and of what the claimed material breach consists of.
Relationship of the Parties
Nothing contained within this Agreement will be construed as creating any agency, partnership, employee/employer relationship, joint venture or other form of joint enterprise between the parties.
Arianim guarantees never to trade, or sell, information gained through the course of registering on the Arianim website, or through the use of Arianim products such as UDO.
We will never disclose your details, or even the fact that you are a customer of Arianim’s, outside of our organisation, and those of our trusted partners, without your permission, except where required by law.
If any clause of this Software License Agreement is found to be void and unenforceable, it will not affect the validity of any other clauses within this Software License Agreement. The void and unenforceable clause shall be replaced with one that is enforceable and that comes as close as possible to the intended purpose.
Applicable Law and Jurisdiction
This Software License Agreement is governed by and construed in accordance with the laws of Switzerland. The competent courts of the Canton of Basel-City, Switzerland shall have exclusive jurisdiction over any disputes with regard to this Agreement. The UN Convention on the International Sale of Goods (CISG), the application of which is expressly excluded, shall not govern this Agreement.