EULA - End User License Agreement
English is the official language of this EULA. If there is a conflict between original English EULA (available at http://www.blancco.com/en/eula/) and translated EULA, the online copy of the EULA shall prevail.
Blancco Erasure Client XXX sold for example under such product names as Blancco 5 and Blancco PC Edition (“Product”). The Product shall also refer to any updates thereto supplied by Blancco from time to time to any of its data erasure software.
PLEASE NOTE THAT YOUR USE OF THE PRODUCT WILL RESULT IN THE ERASURE OF ALL (OR SPECIFIED) DATA AND FILES IN YOUR HARD DRIVE, COMPUTER SYSTEM, STORAGE OR MOBILE DEVICE (DEPENDING WHICH PRODUCT VERSION IS BEING USED) AND THAT YOU SHALL HAVE SOLE AND EXCLUSIVE RESPONSIBILITY FOR BACKING-UP YOUR DATA IN YOUR HARD DRIVE, SYSTEM, STORAGE OR DEVICE. BLANCCO SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA.
Blancco Oy Ltd ("Blancco") and its licensors retain all right, title and interest including intellectual property rights in and to the Product and related documentation. Use of the Product and related documentation is governed by these Terms and Conditions and applicable copyright laws. The Product is licensed, not sold.
By using the Product you acknowledge your acceptance of the terms and conditions set out herein. Blancco may, from time to time, make changes to these Terms and Conditions and shall request your acceptance to those changes similarly as your acceptance was requested in respect of these Terms and Conditions. If you do not accept these Terms and Conditions, or any changes therein, you have no right to use the Product or continue to use the Product.
Blancco hereby grants to you a non-exclusive, non-transferable, limited license to install and use the Product in accordance with the license rights specified in respective ordering documentation, for the use of your internal operations and not for any other purpose.
The license types available are (i) volume license and (ii) subscription license.
"Volume license" means that the Product may be used by the licensee to erase data from such number of computer/mobile/storage devices/systems or bytes of data in hard drive as specified in the ordering documentation.
“Subscription license” means that the Product may be used by the licensee during the limited period of time, as specified in the ordering documentation, without restrictions on number of devices or bytes erased by the use of the Product. Subscription license may expire after the end of the agreed time period or being auto-renewed as specified in ordering documentation. Subscription license may be limited to a specific site of the licensee and, unless otherwise agreed, subscription license does not cover use by affiliated companies of the licensee.
Fair Usage Policy ("FUP") applies to subscription license to prevent fraud and abuse of subscriptions. FUP obligates the licensee to inform Blancco without delay if its volume of use under subscription license has significantly changed from the volume informed to Blancco at the date of the order, in which case Blancco may invoice the over usage according to its then current price list or terminate the license with 60 days notice.
The license to the Product is non-transferable and is granted personally to the legal entity specified in respective ordering documentation. You shall not, without prior written consent of Blancco, be entitled to sell, rent, license, sub-license, lend or otherwise assign or transfer the license to your affiliates or any other third parties for any reason including, without limitation, merger, acquisition, reorganization, sale of all or substantially all of the assets or operation of law. A change of control or a sale of substantially all the assets shall be deemed as a transfer of the Product. The transfer restrictions specified herein shall also apply in case of bankruptcy or other insolvency of licensee. Unless otherwise provided by mandatory law, you may not modify, translate, reverse engineer, decompile or disassemble the Product. You may make additional copy of the Product solely for backup purposes.
You agree that Blancco may audit your use of the Product for compliance with these Terms and Conditions at any time, upon reasonable notice. In the event that such audit reveals any use of the Product by you other than in full compliance with these Terms and Conditions, you shall reimburse Blancco for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance. The audit rights specified herein shall also extend to your affiliates, if applicable.
Blancco warrants for a period of ninety (90) days from the date of delivery that each unmodified copy of Product will perform in all material respects in accordance with the accompanied documentation. Any updates provided by Blancco shall be covered by this limited warranty for the remainder of the warranty period or for thirty (30) days from the date of delivery, whichever is longer. For any breach of the warranty, your exclusive remedy, and Blancco’s entire liability, shall be the correction of the Product errors that cause breach of the warranty. THE WARRANTY ABOVE IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
The Product may contain freely available and distributable and/or open source software and other copyrighted material by third parties (“Third Party Software”). The Third Party Software shall be governed by their respective license terms and conditions instead of the above license terms otherwise applicable to the Product. THIRD PARTY SOFTWARE IS PROVIDED WITHOUT ANY WARRANTY WHATSOEVER UNLESS OTHERWISE SPECIFIED IN THE RESPECTIVE THIRD PARTY SOFTWARE LICENSE TERMS AND CONDITIONS. BLANCCO EXPRESSLY DISCLAIMS ANY WARRANTY OR LIABILITY IN RESPECT OF THE PRODUCT WHICH ARE CAUSED BY OR RELATE TO THIRD PARTY SOFTWARE.
Blancco warrants that any part of the Product except Third Party Software shall not, when used by you in accordance with these Terms and Conditions, infringe any intellectual property rights of a third party in the country of delivery. Blancco will defend or settle any claim made against you by a third party alleging that Product, except Third Party Software, infringes a right of a third party, and will pay the costs and damages finally awarded against you by a competent court or in an out-of-court settlement; provided that (i) you will notify Blancco within thirty (30) days upon receipt of any third party claim and that (ii) Blancco will be granted the exclusive right to arrange any defense or settlement.
IN NO EVENT SHALL BLANCCO OR ITS AUTHORIZED DISTRIBUTORS HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, REVENUE OR DATA, BUSINESS INTERRUPTION, LOSS RESULTING FROM SUBSTITUTE PURCHASE OF GOODS, OR OTHER SIMILAR LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT, EVEN IF BLANCCO OR ITS AUTHORIZED DISTRIBUTORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF BLANCCO AND ITS AUTHORIZED DISTRIBUTORS (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT EXCEED THAT PART OF THE LICENSE FEES PAID BY YOU WHICH MAY BE ALLOCATED TO THAT PART OF THE PRODUCT WHICH GAVE CAUSE TO THE CLAIM.
Without prejudice to any other rights Blancco may have, Blancco may terminate your license to use the Product with immediate effect if you fail to comply with the provisions set out herein, in which case you shall immediately destroy all copies of the Product.
SUBSCRIPTION LICENSE TERMS AND
In these Terms and Conditions “Company” means Blancco Oy Ltd, a Finnish limited liability company, or its subsidiary or distributor as specified in the ordering documentation, “Purchaser” means the company or other legal entity specified in the ordering documentation to whom Blancco software products are provided under these Terms and Conditions; “Products” means the Blancco software products specified in the applicable ordering documentation; “EULA” means the End User Licence Agreement, the conditions of which are stated on the disk envelope and/or are comprised in or forming part of the Products and/or are available at www.blancco.com/en/EULA/ website and/or are otherwise accompanying the Products; “Subscription Licence” means the rights granted to the Purchaser to use the Products under the EULA for the limited period of time specified in the ordering documentation and these Terms and Conditions.
2. ORDERING OF LICENSES
2.1 A contract for licensing of the Products under Subscription License shall be deemed binding and enforceable between the parties upon and subject to either (i) a written order from the Purchaser confirmed by the Company in written, or (ii) a written offer by the Company accepted by the Purchaser in written.
2.2 The Purchaser shall have the right to use the Products in accordance with the provisions set out in these Terms and Conditions, the EULA and the applicable ordering documentation, which together form the entire agreement between the parties relating to the delivery and use of the Products and any related services. No Purchaser’s general terms of sale or licensing (if any) shall be deemed to be incorporated herein, even if attached or referred to in the ordering documentation. If there is any discrepancy between these Terms and Conditions, the EULA or the applicable ordering documentation, EULA shall prevail over other documents and the ordering documentation shall prevail over these Terms and Conditions.
The Purchaser shall have the right to use the Products in accordance with the usage rights applicable to the “Subscription license” as specified in the EULA. As further specified in the EULA, subscription license to the Products is non-transferable and is granted personally to the Purchaser. Unless otherwise agreed, subscription license does not cover use by affiliated companies of the Purchaser.
4. LICENSE AND SERVICE FEES
4.1 The license fees for the Products are specified in the ordering documentation. The license fees shall be annual fees unless otherwise agreed in the ordering documentation, and shall be invoiced by the Company in full at the beginning of the respective fee period. . The Company shall have the right to change the fees by giving a 90 days’ notice prior to the expiration of the Initial Period or any Renewal Period.
4.2 The technical support fees for the Products are specified in the ordering documentation. The technical support fees shall be annual fees unless otherwise agreed in the ordering documentation, and shall be invoiced by the Company in full at the beginning of the respective fee period. The Company shall have the right to change the technical support fees by giving a 90 days’ notice prior to the expiration of the Initial Period or any Renewal Period.
4.3 Unless otherwise agreed, the fees for any other products or services shall be determined in accordance with the Company’s price list valid at any given time.
4.4 All prices are exclusive of any value added taxes, delivery charges, customs duties or other similar expenses, which shall be paid by the Purchaser at the applicable rates at the time of invoice.
5.1 The Purchaser shall pay the Company for the licensed Products and other services in the currency specified in the ordering documentation.
5.2 The payment terms is 14 days net from the date of the invoice, unless agreed otherwise.
5.3 The Company has the right to claim interest on any overdue amount from the due date until the date of payment at the rate of 11% p.a. or the rate stipulated by the applicable statutory legislation, whichever is higher.
5.4 The Purchaser may not by reason of any claim against the Company withhold any payments of the licensed Products or other services provided by the Company, or claim any right of set-off against any payments due to the Company under this or any other contract.
5.5 The Company may appropriate any payment made by the Purchaser towards the satisfaction of any invoice outstanding from time to time as the Company in its absolute discretion thinks fit.
5.6 If the Purchaser fails to make any payment due to the Company on the due date:-
5.6.1. the entire balance outstanding on all invoices from the Company to the Purchaser shall become payable in full immediately without further demand, despite any provisions to the contrary in any invoice or otherwise; and
5.6.2. the Company may, without prejudice to any other right or
remedy available to it:
(a) delay or withhold or suspend the performance of, or cancel, any or all orders and/or contracts with the Purchaser; and/or
(b) retain any amount already paid to it by the Purchaser.
If ordered, the Company provides updates and technical support for the Purchaser in accordance with the service level agreed in the ordering documentation and the respective service descriptions available at support.blancco.com website. The Company represents and warrants that the support services are provided with due skill and competence.
7. TERM AND TERMINATION
7.1 The initial fixed term of the Subscription License is for 1, 2, 3, 4 or 5 years, as specified in the ordering documentation (“Initial Term”). Unless either party provides to the other a written notice minimum 30 days prior to the expiration of the then current term of its intent not to have the term renewed after the expiration of the Initial Term or the Renewal Term, as applicable, the term of the Subscription License shall automatically renew for a new period which, unless otherwise agreed, shall be twelve (12) months (“Renewal Term”). In no event shall the Purchaser be entitled to refund of any fees paid prior to the termination or expiration of the Subscription License.
(a) the Purchaser defaults in or commits any breach of any of its obligations under these Terms and Conditions or under EULA, or ceases or threatens to cease to carry on its business or a substantial part of it;
(b) any distress or execution is levied on any of the Purchaser’s property;
(c) the Purchaser makes or offers to make any arrangement or composition with its creditors, or a bankruptcy petition is presented to the court;
(d) any resolution or petition to wind up the Purchaser is passed or presented, or a receiver of administrative receiver is appointed over the Purchaser’s undertaking, property or assets or any material part of them, or a petition is presented to the court for an administration order;
the Company may (without prejudice to any of its other rights) suspend further performance of any services to the Purchaser and/or by notice in writing to the Purchaser terminate the Subscription License with immediate effect.
8. DISCLAIMERS AND LIMITATIONS OF LIABILITY
The use of the Products shall be subject to the disclaimers of warranties and limitations of liability set forth in the EULA. Without limiting the foregoing, IN NO EVENT SHALL THE COMPANY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, REVENUE OR DATA, BUSINESS INTERRUPTION, LOSS RESULTING FROM SUBSTITUTE PURCHASE OF GOODS, OR OTHER SIMILAR LOSS) ARISING OUT OF THE DELIVERY OR USE OF THE LICENSED PRODUCTS OR SERVICES HEREUNDER, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY) ARISING OUT OF THE DELIVERY OR USE OF THE LICENSED PRODUCTS OR SERVICES EXCEED THE FEES PAID BY THE PURCHASER WHICH MAY BE ALLOCATED TO THAT PART OF THE LICENSED PRODUCTS OR SERVICES WHICH GAVE CAUSE TO THE CLAIM.
9.1 Nothing in these Terms and Conditions shall constitute or create the relationship of principal and agent, employer and employee or of a partnership between the parties. Neither party shall have the authority to bind the other for any purpose.
9.2 Each of the provisions in these Terms and Conditions is to be construed as independent of every other such provision, so that if any of the provisions in these Terms and Conditions is determined to be illegal, invalid and / or unenforceable, that determination will not affect any other provisions of these Terms and Conditions, all of which will remain in full force and effect.
9.3 A waiver by either of the parties of any breach of any of the provisions in these Terms and Conditions shall not prejudice that party’s right in respect of that breach or be deemed to be a waiver of a subsequent breach of that or any other provisions in these Terms and Condition. No delay or omission by either party in exercising any rights in respect of a breach by the other party shall prejudice its rights as to that or any future breach and no single or partial exercise of any right or remedy under these Terms and Conditions shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
9.4 The Purchaser shall comply in all respects with any and all applicable export and re-export restrictions and shall not ship, transfer, or export the licensed Products into any country, and shall not use the licensed Products, in any manner prohibited by applicable law.
9.5 All contracts entered into under these Terms and Conditions shall be governed by and construed in accordance with Finnish law. The Finnish courts shall have exclusive jurisdiction in relation to any claim, dispute or difference which may arise under the contracts entered into under these Terms and Conditions. The Company shall, however, be entitled to request any judicial or other authority to order provisional or conservatory measures, including injunctive relief, specific performance, or other equitable relief, prior to the institution of legal proceedings, or during the proceedings, for the preservation of its rights and interests.
These Terms and Conditions specify the entire agreement between you and Blancco relating to the subject matter hereof and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product or any other subject matter covered herein.
Certain copyright notices relating to Third Party Software are set out in Blancco’s licensing web site from time to time.
Some of the above software is licensed under the GNU GPL and/or LGPL license terms. Download links to the source code as well as to other freely distributable Third Party Software may be found at http://www.blancco.com/downloads/source/.
For further licensing issues, please contact us by e-mail at email@example.com.
The Product and documentation are copyright © 2013 Blancco Oy Ltd. All rights reserved