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END USER LICENSE AGREEMENT
IMPORTANT: PLEASE READ CAREFULLY BEFORE INSTALLING THE ADD-ON CONTENT.
This End User License Agreement (“Agreement”) represents the entire agreement between you and Metsäliitto Cooperative (Metsä Wood), Revontulenpuisto 2, 02100 Espoo, Finland (the “Licensor”) regarding Metsä Wood product library content available in ProdLib service (“Library Content”). By ticking the “I accept the agreement” option and clicking the “OK” button, you agree to the terms and conditions of this License Agreement
1 Licensor’s Rights
You agree that the Library Content consists of proprietary content of Licensor, protected under copyright, trade secret, and other intellectual property rights. You further agree, that all right, title and interest in and to the Library Content and all intellectual property rights (including all intellectual property and proprietary rights in any jurisdiction, such as copyrights, trademarks, service marks, patents and trade secrets) related thereto shall remain with the Licensor. This Agreement does not convey you an interest in or to the or any intellectual property rights to the Library Content, but only a limited right of use revocable in accordance with the terms of this Agreement.
2 Licence grant
The Licensor hereby grants to you, and you accept, a non-exclusive, revocable and non-transferable licence to use the Library Content, during the term of this Agreement, only as authorized in this Agreement. The Library Content may be used only for your own use. You agree that you will not assign, sublicense, transfer, pledge, lease, rent or share your rights under this Agreement without the prior written consent of the Licensor.
You may make copies of the Library Content for your own internal use. Any such copies of the Library Content shall include the Licensor's copyright and other proprietary notices. You may also not, nor permit others to, modify, adapt or otherwise make any change to the Library Content except and only to the extent you are expressly permitted by the Licensor’s prior written consent.
3 Your Use of the Library Content
You shall be solely responsible for the use of the Library Content (including any single legal entity for which you are acting). You agree that the Library Content is provided to you entirely for use at your own risk, although the Licensor has used commercially reasonable efforts to control and update the Library Content. You may not use the Library Content for any mission critical or real time applications AND it is an express requirement of this Agreement that any Library Content is thoroughly checked prior to implementation. You expressly acknowledge and agree that the use of the Library Content does not eliminate the need to carry out an expert control of Library Content and/or designs (etc.) derived from the Library Content.
4 Term and termination
This Agreement shall be effective upon you installing and downloading the Library Content in ProdLib service and shall continue until terminated. The Licensor may terminate this Agreement upon a breach by you of any term hereof.
5 DISCLAIMER OF WARRANTIES
YOU ACKNOWLEDGE AND AGREE THAT THE LIBRARY CONTENT IS PROVIDED TO YOU FREE OF CHARGE, AND ON AN "AS IS" BASIS AND WITHOUT ANY TECHNICAL SUPPORT. THE LICENSOR DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING YOUR PARTICULAR BUSINESS OR INTENDED USE, PERFORMANCE OR CONTINUED AVAILABILITY. THE LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE LIBRARY DATA WILL BE FREE FROM DEFECTS OR ERRORS AND THAT ANY SUCH EFFECTS OR ERRORS WILL BE CORRECTED, OR THAT PRODLIB SERVICE OPERATE WITHOUT INTERRUPTION. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES ASSOCIATED WITH RECTIFICATION, REPAIR OR DAMAGE CAUSED BY SUCH DEFECTS, ERRORS OR INTERRUPTIONS. FURTHER, THE LICENSOR DOES NOT REPRESENT AND WARRANT THAT THE LIBRARY CONTENT DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHT OF ANY OTHER PERSON. YOU ACCEPT RESPONSIBILITY TO VERIFY THAT THE LIBRARY CONTENT MEETS YOUR SPECIFIC REQUIREMENTS.
6 LIMITATION OF LIABILITY
IN NO EVENT SHALL THE LICENSOR BE LIABLE TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT OR OTHERWISE, WHETHER BY WAY OF INDEMNIFICATION OR OTHERWISE, UNDER ANY THEORY OF LIABILITY WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE AND STRICT LIABILITY) FOR ANY DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR REVENUE, LOST PROFITS OR EXPECTED BENEFIT NOT ACHIEVED, WHETHER FORESEEABLE OR NOT, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY OR STATUTE OR OTHERWISE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, RELATING TO THE LIBRARY CONTENT OR YOUR USE THEREOF, OR INABILITY TO USE THE LIBRARY CONTENT WHETHER OR EVEN IF THE LICENSOR HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WITHOUT REGARD AS TO WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE OR NOT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE LICENSOR HAS NO OBLIGATION TO PROVIDE AND YOU SHALL HAVE NO RIGHT TO SEEK ANY REMEDY FOR ANY DEFECT, ERROR OR FAILURE OF THE LIBRARY CONTENT.
THE LICENSOR SHALL NOT HAVE ANY LIABILITY TO YOU OR THIRD PARTIES FOR THE USE OF LIBRARY CONTENT OR FOR THE ACCURACY, RELIABILITY, CONTINUED AVAILABILITY OF THE LIBRARY CONTENT. THE LICENSOR SHALL HAVE NO DUTY TO VERIFY, CORRECT, COMPLETE OR UPDATE THE LIBRARY CONTENT.
IN ADDITION THE LICENSOR SHALL NOT HAVE ANY LIABILITY TO YOU NOR TO THIRD PARTIES FOR USING THE LIBRARY CONTENT AS INITIAL DATA IN ANY APPLICATIONS OF THIRD PARTIES.
THE LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT ARE VALID TO THE EXTENT AS PERMITTED BY THE APPLICABLE MANDATORY LAW.
YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE TO THE DISCLAIMERS OF WARRANTIES AND THE LIMITATIONS ON LIABILITY AND REMEDIES CONTAINED IN THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT THE LIBRARY CONTENT IS BEING PROVIDED TO YOU WITHOUT A FEE, THAT THE DISCLAIMERS AND LIMITATIONS ARE MATERIAL
PROVISIONS OF THIS AGREEMENT AND THAT THE LICENSOR WOULD NOT MAKE THE LIBRARY CONTENT AVAILABLE TO YOU IF SUCH DISCLAIMERS AND LIMITATIONS WERE DELETED OR MODIFIED TO BE MORE FAVORABLE TO YOU.
You shall indemnify and hold harmless the Licensor, its affiliates, and its and their respective officers, directors, employees, successors and agents (each an “Indemnitee” and collectively the “Indemnitees”) from and against any amounts incurred by the Licensor in connection with any third party-claims for damages or losses (including, but not limited to, the Licensor’s attorney’s fees and expenses) resulting from or arising out of your use of the Library Content.
If the Licensor seeks to defend itself against any third-party claim, you shall provide reasonable cooperation for the investigation and defense of the claim or action. The Licensor shall have the sole and exclusive right to control and direct the investigation and defense and/or settlement of each indemnified claim. You may, in your sole discretion, participate in the defense of any such claim or action at your expense.
If any provision of this Agreement is inoperative or unenforceable for any reason in any jurisdiction, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections of this Agreement in any jurisdiction shall not affect the remaining portions of this Agreement in such jurisdiction or in any other jurisdiction.
This Agreement may not be amended except by a written agreement between you and the Licensor.
Nothing in this Agreement shall confer any rights upon any person or entity other than the Licensor and you.
This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Finland, without giving effect to the conflict of laws rules or United Nations Convention on Contracts for the International Sale of Goods, CISG. For purposes of all claims brought under this Agreement, the Licensor and you hereby irrevocably submit to the exclusive jurisdiction of, and agree that such claims shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce. The Arbitral Tribunal shall be composed of one (1) member. The place of arbitration shall be Helsinki, Finland. The arbitration shall be conducted in English. For the exclusive benefit of the Licensor, the Licensor shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence / principal place of business.
If you have any questions about this License Agreement, feel free to contact us. The contact details are available at www.metsawood.com